Exhibit 10W
STOCK OPTION AGREEMENT
THIS AGREEMENT made as of this -------- day of ------------, 2000, by
and between GPU, Inc. (the "Corporation") and ------------(the "Recipient"):
WHEREAS, the Corporation maintains the 1990 Stock Plan for Employees of
GPU, Inc. and Subsidiaries (the "Plan") under which the Personnel, Compensation
and Nominating Committee of the Corporation's Board of Directors (the
"Committee") may, among other things, grant options to purchase shares of the
Corporation's common stock to such employees of the Corporation and its
Subsidiaries as the Committee may determine, subject to such terms, conditions
or restrictions as it may deem appropriate;
WHEREAS, pursuant to the Plan, the Committee has granted a stock option to
the Recipient subject to the terms and conditions set forth in this Agreement;
and
WHEREAS, the Plan requires that the grant of a stock option be evidenced
by a written agreement between the Corporation and the Recipient which contains
such restrictions, terms and conditions as the Committee may require;
NOW, THEREFORE, the parties hereto agree as follows:
1. Date of Grant. This Agreement evidences the grant by the
Committee to the Recipient, on ------------------------ , 2000 (the "Date
of Grant") of an option (the "Option") to purchase ------------- shares of
common stock of the Corporation ("Shares").
2. Purchase Price. The price at which any Shares may be purchased
pursuant to any exercise of this Option shall be $-----------(1) per Share.
3. Exercisability. This Option shall become exercisable in three equal
annual installments, beginning on the first anniversary of the Date of Grant and
continuing each year through the third anniversary of the Date of Grant. Each
annual installment shall include a number of Shares equal to 33-1/3% of the
total number of Shares specified in Section 1 above. As of any date, the portion
of this Option that is then exercisable, and the portion of this Option that is
- --------------------
(1) Insert amount equal to 100% of per share closing price of GPU shares on
the Date of Grant.
not yet exercisable as of such date, are referred to herein, respectively, as
the "Exercisable Portion", and the "Non-Exercisable Portion", of this Option.
4. Option Term. The term of this Option ("Option Term") shall be the
period beginning on the Date of Grant and ending on the 10th anniversary
thereof. Subject to the provisions of Sections 5, 8 and 11 hereof and the
applicable provisions of the Plan, this Option may be exercised at any time
during the Option Term to purchase any part or all of the Shares included in the
Exercisable Portion of the Option at the time of exercise. Unless sooner
terminated, cancelled or forfeited pursuant to Section 5, 8 or 11 hereof and the
applicable provisions of the Plan, this Option shall expire at, and shall cease
to be exercisable after, the end of the Option Term.
5. Exercise in the Event of Termination of Employment. In the event the
Recipient's employment with the Corporation and its subsidiaries should
terminate, this Option may be exercised in accordance with the following
provisions:
(a) If the Recipient's employment terminates as a result of death, the
Non-Exercisable Portion of this Option at the date of the Recipient's death
shall become immediately and fully exercisable, and this Option (including the
portion thereof that becomes exercisable upon the Recipient's death) may be
exercised by the Recipient's Beneficiary (as defined in Section 13 below) at any
time or from time to time during the Recipient's Post-Termination Exercise
Period (as defined in Section 5(f) below).
(b) If the Recipient's employment terminates as a result of Total
Disability (as defined in the Plan), the Non-Exercisable Portion of this Option
at the date of the Recipient's termination of employment shall become
immediately and fully exercisable, and this Option (including the portion
thereof that becomes exercisable upon such termination of the Recipient's
employment) may be exercised by the Recipient at any time and from time to time
during the Recipient's Post-Termination Exercise Period. If the Recipient's
employment has terminated as a result of Total Disability and the Recipient
should thereafter die before the end of the Recipient's Post-Termination
Exercise Period, the Exercisable Portion of this Option at the date of the
Recipient's death shall continue to be exercisable by the Recipient's
Beneficiary at any time or from time to time after the date of the Recipient's
death until the earlier of the second anniversary of such date of death or the
date on which the Option Term expires.
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(c) If the Recipient's employment terminates as a result of Eligible
Retirement (as defined in the Plan), this Option may be exercised (i) with
respect to the Exercisable Portion of the Option, at any time or from time to
time during the Recipient's Post-Termination Exercise Period and (ii) with
respect to the Non-Exercisable Portion of the Option, at any time or from time
to time on or after the date or dates during the Recipient's Post-Termination
Exercise Period on which such portion of the Option becomes exercisable, but
only during such Period. If the Recipient should die prior to the end of the
Recipient's Post-Termination Exercise Period, the Non-Exercisable Portion, if
any, of this Option at the date of the Recipient's death shall become
immediately and fully exercisable, and this Option (including the portion
thereof that becomes exercisable upon the Recipient's death) may be exercised by
the Recipient's Beneficiary at any time or from time to time after the
Recipient's death until the earlier of the second anniversary of such date of
death or the date on which the Option Term expires.
(d) If the Recipient's employment terminates for any reason other than
death, Total Disability or Eligible Retirement, this Option (including the
Exercisable Portion of this Option, to the extent it has not been exercised
prior to the date of such termination of the Recipient's employment) shall be
forfeited and cancelled as of the date of the Recipient's termination of
employment.
(e) Notwithstanding the foregoing, the Committee may, in its sole
discretion, determine that any part or all of the Non-Exercisable Portion of
this Option at the date of the Recipient's termination of employment (and any
part or all of the Exercisable Portion at such date, if the Recipient's
employment terminates for any reason other than death, Total Disability or
Eligible Retirement) shall not be forfeited and cancelled, and may be exercised
by the Recipient (or in the event of the Recipient's death by the Recipient's
Beneficiary) for such period after such date of termination of employment and
prior to the expiration of the Option Term, as the Committee shall specify in
such determination.
(f) For purposes of the foregoing, the Recipient's "Post-Termination
Exercise Period" shall mean the period beginning on the date of the Recipient's
termination of employment and ending (i) on the second anniversary of such date,
if the Recipient's employment has terminated as a result of the Recipient's
death, or (ii) on the first anniversary of such date, if the Recipient's
employment has terminated as a result of Total Disability, or (iii) on the fifth
anniversary of such date, if the Recipient's employment has terminated as a
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result of Eligible Retirement. Notwithstanding the foregoing, the Recipient's
Post-Termination Exercise Period shall end no later than the date on which the
Option Term expires.
(g) For purposes of this Agreement, the Recipient's employment shall not
be treated as having terminated unless the Recipient is no longer employed with
the Corporation or any "subsidiary" as defined in the Plan.
6. Manner of Exercise. This Option may be exercised in accordance with
such procedures as the Committee, in its discretion may approve from time to
time. The Option may be exercised only with respect to a whole number of Shares,
and may not be exercised, at any single time, as to less than 100 Shares or, if
less, the total number of Shares as to which the Option is then exercisable. To
the extent the Option exercise procedure approved by the Committee so provides,
the Recipient or his [her] Permitted Transferee (as defined in Section 10 below)
or Beneficiary (as defined in Section 13 below), as the case may be, shall be
responsible for the payment of any fee or brokerage commissions charged by
ChaseMellon Shareholder Services (or by any other entity retained by the
Corporation to administer the stock option program) in connection with any
exercise of this Option.
7. Manner of Payment. Payment of the purchase price for Shares purchased
pursuant to any exercise of this Option may be made (a) in cash, (b) by delivery
of certificates, duly endorsed or accompanied by appropriate stock powers,
representing Shares previously owned by the Recipient having an aggregate fair
market value equal to the purchase price, or (c) by a combination of payment in
cash and delivery of certificates for Shares, as provided in (a) and (b) above,
having a combined sum and value equal to the purchase price. For purposes of the
foregoing, the fair market value of any Shares included in the payment of the
purchase price shall be determined on the basis of the per share closing price
of the Corporation's common stock as reported on the New York Stock Exchange
Composite Tape for the date of exercise, or if there were no sales on such date,
for the next preceding day on which there were sales. The purchase price may
also be paid in such other form or manner as the Committee may from time to time
approve.
8. Change in Control. Notwithstanding any other provision herein to the
contrary, if a Change in Control (as defined in the Plan) occurs at any time
during the Option Term, this Option shall, upon the occurrence of the Change in
Control, become immediately exercisable as to all Shares that are then still
subject to this Option. The Recipient shall be provided an opportunity to
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exercise this Option at such time prior to the time as of which the Change in
Control becomes effective, and in accordance with such procedures, as the
Committee shall determine.
9. Tax Status of Option. This Option shall be treated as a
"non-qualified option", as defined in the Plan.
10. Nontransferability. This Option shall be nontransferable and
may be exercised during the Recipient's lifetime only by the Recipient.
Notwithstanding the foregoing, the Recipient may transfer this Option (or any
portion thereof) by gift to a "Permitted Transferee" as defined below,
subject to the following:
(i) such transfer shall be permitted only if the Recipient does
not receive any consideration for the transfer;
(ii) such transfer shall not be effective unless and until the
Recipient has furnished the Committee with written notice of the transfer
and copies of all documents evidencing the transfer;
(iii) any portion of this Option that is transferred by the Recipient
to a Permitted Transferee may be exercised by the Permitted Transferee to
the same extent as the Recipient would have been entitled to exercise it,
and shall remain subject to all of the terms and conditions that would
have applied to this Option or portion thereof under the provisions of
this Agreement and the Plan if the Recipient had not transferred the
Option or portion thereof to the Permitted Transferee;
(iv) any portion of this Option that is transferred by the Recipient
to a Permitted Transferee may not be further transferred by the Permitted
Transferee other than by will or the laws of descent and distribution.
For purposes of the foregoing, a Permitted Transferee shall mean (i) one or more
members of the Recipient's Immediate Family (as hereinafter defined), (ii) a
trust solely for the benefit of the Recipient and/or one or more members of his
[her] Immediate Family, or (iii) a partnership or limited liability company
whose only partners or members are the Recipient and/or one or more members of
his [her] Immediate Family. For this purpose, members of the Recipient's
"Immediate Family" shall include his [her] parents, spouse, children or
grandchildren (including adopted children and grandchildren and step-children
and step-grandchildren).
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11. Other Terms and Conditions. This Option is subject to the
following additional terms and conditions:
(a) Notwithstanding any other provisions herein to the contrary, this
Option (including both the Exercisable Portion and the Non-Exercisable Portion
thereof) may be cancelled by the Committee at any time, and upon such
cancellation the Recipient shall cease to have any further right to exercise
this Option, if the Committee determines that the Recipient has been discharged
from employment with the Corporation or any of its subsidiaries for cause.
(b) The Recipient shall not have any rights as a shareholder with respect
to any Shares that are subject to this Option prior to the date as of which such
Shares are issued to the Recipient pursuant to his exercise of this Option.
(c) The Recipient's rights under this Option shall be subject to all
applicable provisions of the Plan, as in effect from time to time at and after
the Date of Grant.
12. Taxes. The Corporation or any of its subsidiaries may make such
provisions and take such steps as it may deem necessary or appropriate for the
withholding of all federal, state and local taxes required by law to be withheld
with respect to this Option and the exercise thereof including, but not limited
to, (a) deducting the amount so required to be withheld from any other amount
then or thereafter payable to the Recipient, and/or (b) requiring the Recipient
or the Recipient's Permitted Transferee or Beneficiary to pay to the Corporation
or any of its subsidiaries the amount so required to be withheld as a condition
of the issuance, delivery, distribution or release of any Shares. Such payment
shall be made in cash unless, and except to the extent that, the Corporation
permits such payment to be made in Shares.
13. Designation of Beneficiary. The Recipient shall file with the
Committee a written designation of one or more persons (the "Beneficiary") who
shall be entitled to exercise this Option after the Recipient's death, to the
extent such exercise is otherwise permitted hereunder. The Recipient may, from
time to time, revoke or change the Recipient's Beneficiary designation without
the consent of any previously designated Beneficiary by filing a new designation
with the Committee. The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the
Recipient's death, and in no event shall it be effective as of a date prior to
such receipt. If at the date of the Recipient's death there is no designation of
a Beneficiary in effect for the Recipient pursuant to the provisions of this
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Section 13, or if no Beneficiary designated by the Recipient in accordance with
the provisions hereof survives to exercise this Option, the Recipient's estate
shall be treated as the Recipient's Beneficiary for all purposes.
Notwithstanding any other provision herein to the contrary, if any portion of
this Option is transferred to a Permitted Transferee pursuant to Section 10, the
Permitted Transferee shall be treated, at all times after such transfer, as the
Recipient's Beneficiary with respect to the portion so transferred.
14. Governing Laws. This Agreement shall be governed by the laws
of the Commonwealth of Pennsylvania applicable to contracts made, and to be
enforced, within the Commonwealth of Pennsylvania.
15. Binding Effect. This Agreement shall be binding upon and inure
to the benefit of the Corporation and its successors and assigns, and the
Recipient, the Recipient's Beneficiary and the Recipient's estate.
16. Entire Agreement. This Agreement contains the entire
understanding of the parties and shall not be modified or amended except in
writing and duly signed by each of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement, as of
the date set forth above.
GPU, INC.
By:
---------------------------------
Fred D. Hafer
Chairman, President and Chief
Executive Officer
[Print Name of Recipient]
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