FRANKLIN RESOURCES, INC.
STOCK OPTION GRANT AGREEMENT
UNITED KINGDOM STOCK OPTION PLAN #1
FRANKLIN RESOURCES, INC., a Delaware corporation (the
"Company"), hereby grants as of the 1st day of November 1992 to
_________ (the "Optionee") an option (the "Option") to purchase a
total of _______ (____) shares of the U.S. $.10 par value Common
Stock of the Company (the "Shares"), at a price of per
share (the "Option Price").
1. Nature of the Option. The Option is granted pursuant
and subject to all the terms of the Company's United Kingdom
Stock Option Plan #1 (the "Plan") and, unless the context
otherwise requires, terms used herein shall have the same
meanings as in the Plan. Determinations made in connection with
the Option pursuant to the Plan shall be governed by the Plan as
it exists on the date of grant, and in the event of any
inconsistency or conflict between this Agreement and the Plan,
the terms of the Plan shall govern.
2. Other Options. The Option is in addition to any other
options heretofore or hereafter given to the Optionee by the
Company.
3. Extent of Option. The Optionee may exercise the Option for
all or any whole part of the Shares covered by the Option on or
after ______ and, while the Optionee continues to be an Employee
(as defined in the Plan), may be exercised up to and including
October 31, 1999, but they are subject to Paragraphs 5, 6 and 7 as
appropriate if the Optionee ceases to be employed by the Company or
any Subsidiary as provided therein.
4. Method of Exercise. The Option shall be exercisable by
written notice in the form attached hereto as Exhibit "A", which
notice shall state the election to exercise the Option and the
number of Shares in respect of which the Option is being
exercised and shall be signed by the person or persons exercising the
Option, and shall be delivered in person or by certified mail,
return receipt (or equivalent documented delivery method) to the
Company at its principal executive offices, which are presently
located at 777 Mariners Island Blvd., San Mateo, California,
U.S.A. The written notice shall be accompanied by payment in full
in British Pounds of the Option Price for such Shares. The Company
shall, in accordance with the Plan, deliver a certificate or
certificates representing
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such Shares as soon as practicable after such notice and
payment shall have been received. The certificate or certificates
for the Shares as to which the Option shall have been so exercised
shall be registered in the name of the person or persons so exercising
the Option and shall be delivered as provided above to or upon the
written order of the person or persons exercising the Option. If the
Option is being exercised by a person or persons other than the
Optionee, such notice shall be accompanied by appropriate proof of
the right of such person or persons to exercise the Option. All
Shares that shall be purchased upon the exercise of the Option as
provided herein shall be fully paid and nonassessable.
5. Termination of Employment. If an Optionee ceases to be
employed by the Company or any Subsidiary, other than by reason of
death or by total and permanent disability (as determined by the
insurers in accordance with the long term disability insurance
policy applicable to such Employee as provided for in section 6
and 7 below) any then exercisable and outstanding Options shall
terminate after the passage of thirty (30) days from the date
employment ceases, but in no event later than the scheduled
expiration date. To the extent that the Optionee was not entitled
to exercise the Option at the date of termination, or if the
Optionee does not exercise the Option (to the extent which such
Optionee was entitled to exercise) within the time specified in this
paragraph, the Option shall terminate.
6. Disability of the Optionee. If an Optionee is unable
to continue his employment with the Company or a Subsidiary
thereof as a result of such Optionee's total and permanent
disability (as determined by the insurers in accordance with the
long term disability policy applicable to such Optionee), the
Optionee may, but only within (6) months from the date of
termination of employment, 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. If the Optionee
does not exercise such Option within the time specified in this
paragraph, the Option shall terminate.
7. Death of Optionee. In the event of the death, during
the Option period, of an Optionee:
(i) who is at the time of his death shall have been
in Continuous Status as an employee since the date of
grant of the Option, the Option may be exercised, at
any time,not in excess of six (6) months following his
death, by the Optionee or by the Optionee's estate or
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by a person who acquired the right to exercise the
Option by bequest or inheritance, as the case may
be,provided that the actual date of exercise is in no
event after the expiration of the term of the Option;
(ii) within one month after the termination of
Continuous Status as an Employee by an Optionee, the
Option may be exercised, at any time, not in excess
of six (6) months following the date of termination
of Continuous Status as an Employee, by the Optionee's
estate or by a person who acquired the right to
exercise the Option by bequest or inheritance, as the
case may be, provided that the actual date of exercise is
in no event after the expiration of the term of the
Option.
8. Partial Exercise. Exercise of the Option up to the
extent above stated may be made in part at any time and from time
to time within the above limits, except that the Option may not
be exercised for a fraction of a Share.
9. Withholding. Upon the exercise of the Option
or any installment thereof, the Optionee hereby agrees that such
exercise will not be effective, and no Shares will become
transferable to the Optionee, until appropriate arrangements have
been made for any income tax withholding as may be required by
applicable law on account of such exercise.
10. Non-transferability, No Obligation to Exercise of
Option. The Option may not be transferred in any manner
otherwise than by will or by the laws of descent and distribution
and may be exercised during the lifetime of the Optionee only by
the Optionee. The grant and acceptance of the Option imposes no
obligation on the Optionee to exercise it. The terms of the
Option shall be binding upon the executors, administrators,
heirs, successors and assigns of the Optionee.
11. No Obligation To Continue Employment. NEITHER THE
COMPANY, NOR ANY SUBSIDIARY IS BY BY REASON OF THE OPTION,
OBLIGATED TO CONTINUE THE OPTIONEE IN EMPLOYMENT.
12. Conditions Upon Issuance of Shares The Shares shall
not be issued pursuant to the Option unless the issuance and
delivery of such Shares pursuant thereto shall comply with all
relevant provisions of law, including, without limitation, the
Securities Act of 1933, as amended, the Securities Exchange Act
of 1934, as amended, the rules and regulations promulgated
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thereunder, and the requirements of any stock exchange upon which
the Shares may then be listed, and shall be further subject to
the approval of counsel for the Company with respect to such
compliance. As a condition to the grant, the Company may require
the person receiving the Shares to represent and warrant that
the Shares are being purchased only for investment and without
any present intention to sell or distribute such Shares if, in
the opinion of counsel for the Company, such a representation is
required by any of the aforementioned relevant provisions of law.
13. No Rights as a Stockholder Until Exercise. The
Optionee shall have no rights as a stockholder with respect to
Shares under the Option until a stock certificate therefor has
been delivered to the Optionee and is fully paid for. Except as
expressly provided in the Plan, no adjustment shall be made for
dividends or other rights for which the record date is prior to
the date such stock certificate is issued.
14. Governing Law. This Agreement shall be governed by and
interpreted in accordance with the internal laws of the State of
California.
Date of Grant: As of November 1, 1992
FRANKLIN RESOURCES, INC.
By: ___________________________
Harmon Burns
Title: Executive Vice President
The Optionee acknowledges receipt of a copy of the Plan, a
copy of which is attached hereto, and represents that such is
familiar with the terms and provisions thereof, and hereby
accepts the Option subject to all of the terms and provisions
thereof. The Optionee hereby agrees to accept as binding,
conclusive and final all decisions or interpretations of the
Board or of the Committee upon any questions arising under the
Plan.
Dated:__________________
___________________________
Optionee
____________________________
____________________________
____________________________
(Insert Optionee Address)
NOTICE OF EXERCISE OF OPTION
Franklin Resources, Inc.
777 Mariners Island Boulevard
San Mateo, California 94404
United States of America
Attn: Harmon E. Burns, Esq.
Gentlemen:
This Notice is to inform you that the undersigned hereby
elects to exercise his/her option granted on November 1,
1992 pursuant to the Stock Option Agreement under the United
Kingdom Stock Option Plan #1 between Franklin Resources,
Inc. and the undersigned.
By this Notice, the undersigned hereby elects to exercise
the foregoing option as to _______ shares at the option
price _________ per share for a total of ___________
Payment in British Pounds is enclosed herewith.
Unless I indicate otherwise below, please issue a single
certificate for the total number of shares being purchased
as follows:
___________________________________________________
____________________________________________________
____________________________________________________
Please have certificate(s) for these shares issued as
follows:
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
_____________________________________________________
Sincerely,
_____________________________ ________________________
Signature of Optionee Date