EXHIBIT 10.75
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FRANKLIN RESOURCES, INC.
2002 UNIVERSAL STOCK INCENTIVE PLAN
STOCK OPTION AGREEMENT
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1. GRANT OF OPTION. FRANKLIN RESOURCES, INC, a Delaware corporation (the
"Company"), hereby grants to the Optionee (the "Optionee") named in the Notice
of Grant, an option (the "Option") to purchase a number of shares (the
"Shares"), as set forth in the Notice of Grant, at the exercise price per share
set forth in the Notice of Grant (the "Exercise Price"), subject to the terms,
conditions and definitions of the 2002 Universal Stock Incentive Plan (the "2002
Plan"), adopted by the Company, which is incorporated herein by reference. In
the event of a conflict between the terms and conditions of the 2002 Plan and
the terms and conditions of this Stock Option Agreement (the "Option
Agreement"), the terms and conditions of the 2002 Plan shall prevail. Unless
otherwise defined herein, the terms defined in the 2002 Plan shall have the same
defined meanings in this Option Agreement.
If designated in the Notice of Grant as an Incentive Stock Option, this
Option is intended to qualify as an Incentive Stock Option under Section 422 of
the Code.
2. EXERCISE OF OPTION.
(a) RIGHT TO EXERCISE. This Option is exercisable during its term in
accordance with the Exercise Schedule set out in the Notice of Grant and the
applicable provisions of the 2002 Plan and this Option Agreement.
(b) METHOD OF EXERCISE. This Option is exercisable by delivery of an
exercise notice, in the form provided by the Company and attached to this
Agreement as Attachment 1 (the "Exercise Notice"), which shall state the
election to exercise the Option, the number of Shares in respect of which the
Option is being exercised (the "Exercised Shares") and the manner of exercise.
The Exercise Notice shall be signed by the Optionee and shall be delivered to
the Secretary of the Company. The Exercise Notice shall be accompanied by
payment of the aggregate Exercise Price as to all Exercised Shares. This Option
shall be deemed to be exercised upon receipt by the Company of such fully
executed Exercise Notice accompanied by such aggregate Exercise Price in good
funds.
No Shares shall be issued pursuant to the exercise of this Option unless
such issuance and exercise complies with all relevant provisions of law and the
requirements of any stock exchange upon which the Shares are then listed.
Assuming such compliance, for income tax purposes the Exercised Shares shall be
considered transferred to the Optionee on the date the Option is exercised with
respect to such Exercised Shares.
3. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be made
in United States dollars by delivery of (i) cash, (ii) check, or in the sole and
absolute discretion of the Company (iii) authorization for the Company to retain
from the total number of Exercised Shares that number of Shares having a Fair
Market Value on the date of exercise equal to the Exercise Price for the total
number of Exercised Shares, or (iv) authorization for a broker designated by the
Company to sell that number of Exercised Shares having a Fair Market Value on
the date of exercise equal to the Exercise Price for the total number of
Exercised Shares, or (v) by delivery of other shares (by delivery of
certificates or attestation) which (x) either have been owned by the Optionee
for more than six months on the date of surrender or
were not acquired, directly or indirectly, from the Company, and (y) have a Fair
Market Value on the date of surrender equal to the aggregate exercise price of
the Shares as to which said Option shall be exercised.
4. RESTRICTIONS ON EXERCISE.
(a) This Option may not be exercised if the issuance of such Shares upon
such exercise or the method of payment of consideration for such shares would
constitute a violation of any applicable United States federal or state
securities or other law or regulation, including any rule under Part 207 of
Title 12 of the Code of Federal Regulations ("Regulation G") as promulgated by
the Federal Reserve Board, or applicable laws of any jurisdiction pertaining to
the Optionee.
(b) Optionee acknowledges that, from time to time, the Company may be in a
"Blackout Period" and/or subject to applicable securities laws that could
subject the Optionee to liability for engaging in any transaction involving the
sale of the Company's shares. Optionee further acknowledges and agrees that,
prior to the sale of any shares acquired under this Award, it is Optionee's
responsibility to determine whether or not such sale of shares will subject
Optionee to liability under insider trading rules or other applicable securities
laws.
5. TERMINATION OF RELATIONSHIP. In the event of termination of Optionee's
Continuous Status as an Employee, Optionee may, to the extent otherwise so
entitled at the date of such termination (the "Termination Date"), exercise this
Option for a period of ninety (90) days after the Termination Date (but in no
event later than the Expiration Date). To the extent that Optionee was not
entitled to exercise this Option at the Termination Date, or if Optionee does
not exercise this Option within the time specified herein, the Option shall
terminate.
6. DISABILITY OF OPTIONEE. Notwithstanding the provisions of Section 5
above, in the event of termination of Optionee's Continuous Status as an
Employee as a result of disability (as determined by the Board in accordance
with the policies of the Company), Optionee may, but only within six (6) months
from the Termination Date (but in no event later than the Expiration Date),
exercise the Option in full, even if the right to exercise shall not have
otherwise accrued at the date of such total and permanent disability. All rights
to exercise the Option shall expire and be of no further force or effect after
such six month period. Unless changed by the Board, "disability" means that the
Optionee ceases to be an employee on account of permanent and total disability
as a result of which the Optionee shall be eligible for payments under the
Company's long term disability policy applicable to the Optionee. To the extent
that Optionee was not entitled to exercise the Option at the Termination Date,
or if Optionee does not exercise such Option (to the extent otherwise so
entitled) within the time specified herein, the Option shall terminate.
7. DEATH OF OPTIONEE. In the event of the death of Optionee, the Option may
be exercised in full at any time within six (6) months following the date of
death (but in no event later than Expiration Date), by Optionee's estate or by a
person who acquired the right to exercise the Option by bequest or inheritance,
even if the right to exercise shall not have otherwise accrued at the date of
death. All rights to exercise the Option shall expire and be of no further force
or effect after such six month period.
8. NON-TRANSFERABILITY OF OPTION. This Option may not be transferred in any
manner otherwise than by will or by the laws of descent or distribution and may
be exercised during the lifetime of Optionee only by the Optionee. The terms of
this Option shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.
9. TERM OF OPTION. This Option may be exercised only until the Expiration
Date set out in the Notice of Grant, and may be exercised during such term only
in accordance with the 2002 Plan and the
terms of this Option. The limitations set out in Section 2 of the 2002 Plan
regarding option terms and options granted to more than ten percent (10%)
shareholders shall apply to this Option.
10. TAX CONSEQUENCES. There are various tax consequences applicable upon
the exercise of this stock option and the sale of stock acquired thereunder.
Additionally, if this Option is an Incentive Stock Option that is first
exercisable for more than $100,000 worth of Shares in any calendar year (as
calculated based on fair market value at the date of grant), the portion of the
Option first exercisable for greater than $100,000 worth of Shares will be
treated as a nonstatutory stock option for tax purposes, notwithstanding the
designation as an Incentive Stock Option on the Notice of Grant. THE OPTIONEE
SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF THE
SHARES.
11. ADJUSTMENTS. Exercise of the Option, as provided for above, may be made
in full or in part, except that, in the event of an adjustment in the number of
shares covered by this Option, as provided for in the 2002 Plan, resulting in
other than a whole number of shares, then the Option may not be exercised for a
fraction of a share, but shall be deemed to be for the nearest whole number of
shares following standard rounding principles. Payments hereunder shall be
rounded to the nearest cent following standard rounding principles.
12. WAIVERS. Any failure to enforce any terms or conditions of the 2002
Plan or this Agreement by the Company or by Optionee shall not be deemed a
waiver of that term or condition, nor shall any waiver or relinquishment of any
right or power for all or any other times.
13. SEVERABILITY OF PROVISIONS. If any provision of the 2002 Plan or this
Agreement shall be held invalid or unenforceable, such invalidity or
unenforceability shall not affect any other provision thereof; and the 2002 Plan
and this Agreement shall be construed and enforced as if neither of them
included such provision.
14. COMMITTEE DECISIONS CONCLUSIVE. All decisions of the Committee arising
under the 2002 Plan or under this Agreement shall be conclusive.
15. MANDATORY ARBITRATION. To the extent permitted by law, any dispute
arising out of or relating to this Agreement, including its meaning or
interpretation, shall be resolved solely by arbitration before an arbitrator
selected in accordance with the rules of the American Arbitration Association.
The location for the arbitration shall be in the county or comparable
jurisdiction of Optionee's employment. Judgment on the award rendered may be
entered in any court having jurisdiction. Each party shall pay an equal share of
the arbitrator's fees. All statutes of limitation which would otherwise be
applicable shall apply to any arbitration proceeding under this paragraph. The
provisions of this paragraph are intended by Optionee and Company to be
exclusive for all purposes and applicable to any and all disputes arising out of
or relating to this Agreement. The arbitrator who hears and decides any dispute
shall have jurisdiction and authority only to award compensatory damages to make
whole a person or entity sustaining foreseeable economic damages, and, shall not
have jurisdiction and authority to make any other award of any type, including
without limitation, punitive damages, unforeseeable economic damage, damages for
pain, suffering or emotional distress, or any other kind or form of damages. The
remedy, if any, awarded by the arbitrator shall be the sole and exclusive remedy
for any dispute which is subject to arbitration under this paragraph.
16. DELAWARE LAW. The 2002 Plan and this Option (including the Notice of
Grant, the Option Agreement and any attachments hereto) shall be construed and
enforced according to the laws of the State of Delaware to the extent not
preempted by the federal laws of the United States of America.
FRANKLIN RESOURCES, INC.
2002 UNIVERSAL STOCK INCENTIVE PLAN
ATTACHMENT 1 TO OPTION AGREEMENT
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EXERCISE NOTICE FOR OPTION GRANT #______
Franklin Resources, Inc.
One Franklin Parkway
San Mateo, California 94403-1906
Attn: Corporate Secretary
This Notice is to inform you that the undersigned hereby elects to exercise the
option granted on ___________ pursuant to Stock Option Grant Number _______
under the Franklin Resources, Inc. 2002 Universal Stock Incentive Plan. By this
Notice, the undersigned hereby elects to exercise the foregoing option as to
__________ shares at the Exercise Price of US$________ per Share for a total of
US$_____________.
I understand that the Company requires me to provide for withholding taxes, if
any, at the time of exercise. I hereby authorize the Company to withhold Shares
or, if exercised prior to my termination from employment at the Company, to
deduct from my next payroll check to cover withholding due with respect to this
exercise.
Unless I indicate otherwise below, please issue a single certificate for the
total number of shares and send it to the following address:
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Signature
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Print or type name
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Date
FRANKLIN RESOURCES, INC.
2002 UNIVERSAL STOCK INCENTIVE PLAN
NOTICE OF STOCK OPTION GRANT
Optionee's Name:
Address:
You have been granted an option, consisting of the Stock Option Agreement
(the "Option Agreement"), an electronic copy of which is available as described
below, and this Notice of Stock Option Grant (collectively, the "Option") to
purchase Common Stock of Franklin Resources, Inc. (the "Company"), as follows:
Grant Number ____________________________________
Grant Date ____________________________________
Exercise Price Per Share ____________________________________
Total Number of Options ____________________________________
Expiration Date ____________________________________
This grant is intended to be an incentive stock option ("ISO") for the
first $100,000 in value which is exercisable in a calendar year after
aggregating all exercisable option grants from the Company to the recipient. The
ISO status of a grant is relevant only for U.S. tax purposes and is governed by
U.S. tax regulations, as set forth in Section 10 of the Option Agreement. Please
consult your tax adviser for the impact on your U.S. taxes, if applicable, of
incentive and non-qualified stock options at the time of exercise.
EXERCISE SCHEDULE The Option may be exercised, in whole or in part, in
accordance with the schedule set out below.
EXERCISE DATE NUMBER OF SHARES
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TERMINATION PERIOD. The Option may be exercised for ninety (90) days after
termination of employment except as set out in Sections 6 and 7 of the Option
Agreement (but in no event later than the Expiration Date).
Optionee acknowledges and agrees that the ability to exercise shares
pursuant to the Option is earned only by continuing employment at the will of
the Company (not through the act of being hired, being granted this option or
acquiring shares hereunder). Optionee further acknowledges and agrees that
nothing in the Option, the Option Agreement nor in the Company's 2002 Universal
Stock Incentive Plan (the "2002 Plan"), which is incorporated herein by this
reference, affects the Company's right to terminate, or to change the terms of,
the Optionee's employment at any time, with or without cause.
Optionee acknowledges that, from time to time, the Company may be in a
"Blackout Period" and/or subject to applicable securities laws that could
subject Optionee to liability for engaging in any transaction involving the sale
of the Company's shares. Optionee further acknowledges and agrees that, prior to
the sale of any shares acquired under this Option, it is Optionee's
responsibility to determine whether or not such sale of shares will subject
Optionee to liability under insider trading rules or other applicable securities
laws.
The Optionee understands that the Option is subject to Optionee's consent
to access the 2002 Plan prospectus, the 2002 Plan, the Option Agreement
(collectively, the "2002 Plan Documents") in electronic form through the People
Page on the Company's Intranet. By signing below and accepting the grant of the
Option, you: (i) consent to access electronic copies (instead of receiving paper
copies) of the 2002 Plan Documents via the Company's Intranet; (ii) represent
that you have access to the Company's Intranet; (iii) acknowledge receipt of
electronic copies, or that you are already in possession of paper copies, of the
2002 Plan Documents and the Company's 2002 Annual Report; and (iv) acknowledge
that you are familiar with and accept the Option subject to the terms and
provisions of the 2002 Plan Documents.
Optionee may receive paper copies of the 2002 Plan Documents by requesting
them in writing addressed to Stock Administration at One Franklin Parkway, San
Mateo, CA 94403-1906.
In the event of my death, I hereby designate the following as my
beneficiary(ies) to receive all payments and shares due to me under the 2002
Plan pursuant to this Option. Please note that this designation applies only to
this Option and not to any prior awards or grants under the 2002 Plan.
NAME: (Please print): _____________________________________________________
(First) (Middle) (Last)
ADDRESS: _____________________________________________________
_____________________________________________________
(Please include country and Zip/Postal Code)
TELEPHONE NO.: _____________________________________________________
(Please include country and/or area code)
RELATIONSHIP: _____________________________________________________
PERCENTAGE: _____________________________________________________
(Please enter the % you wish your beneficiary(ies)
to receive)
By your electronic signature and the signature of the Company's
representative below, you and the Company agree that the Option is granted under
and governed by the terms and conditions of the 2002 Plan and the Option
Agreement.
OPTIONEE: FRANKLIN RESOURCES, INC.
____________________________________ ____________________________________
Participant's Name Barbara J. Green, Vice President