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Exhibit 10.23
GTECH HOLDINGS CORPORATION
NON-QUALIFIED STOCK OPTION AGREEMENT
NON-QUALIFIED STOCK OPTION AGREEMENT made as of the ___ day of
___________, ____ (the "Grant Date"), between GTECH HOLDINGS CORPORATION, a
Delaware corporation (the "Company"), and William Y. O'Connor, an Employee of
the Company (the "Employee" or "optionee").
WHEREAS, the Company desires to afford the Employee an
opportunity to purchase shares of Common Stock, $.01 par value, of the Company
("Stock"), as hereinafter provided, in accordance with the provisions of the
Company's [1997] [1994] STOCK OPTION PLAN (the "Plan"), a copy of which is
attached hereto. Capitalized terms used and not otherwise defined herein shall
have the meanings ascribed to them in the Plan.
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. GRANT OF OPTIONS. The Company hereby grants to the Employee
the right and option (the "Options") to purchase all or any part of an aggregate
of ______ shares of Stock. The Options are in all respects limited and
conditioned as hereinafter provided, and are subject to the terms and conditions
of the Plan now in effect and as they may be amended from time to time in
accordance with the Plan and any rules, regulations and procedures pursuant
thereto which may be adopted by the Compensation Committee (the "Committee")
from time to time (which terms, conditions, rules, regulations and procedures
are and automatically shall be incorporated herein by reference and made a part
hereof and shall control in the event of any conflict with any other terms of
this Option Agreement). It is intended that the Options granted hereunder be
Non-Qualified Stock Options ("NQSOs") and NOT Incentive Stock Options ("ISOs")
as such term is defined in section 422 of the Internal Revenue Code of 1986, as
amended (the "Code").
2. PURCHASE PRICE. The purchase price per share of the shares
of Stock covered by the Options (the "Option Price") shall be $_______. It is
the determination of the Committee that on the Grant Date the Option Price was
not less than the higher of: (i) one hundred percent (100%) of the Fair Market
Value of said Stock, or (ii) the par value thereof.
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Exhibit 10.23
3. TERM. Unless earlier terminated pursuant to any provision
of the Plan or of this Option Agreement, the Options shall expire _____________,
(the "Expiration Date"), which date is not more than ten years from the Grant
Date. The Options shall not be exercisable after the Expiration Date.
4. EXERCISE OF OPTIONS. The Options shall become exercisable
in such installments and on such dates, as is set forth below, subject to
possible acceleration as provided in this Option Agreement or the Plan:
NUMBER OF SHARES DATE EXERCISABLE
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Options that become exercisable in accordance with the fore-going shall remain
exercisable, subject to the provisions of the Plan and this Option Agreement,
until the expiration of the term of the Options as set forth in Section 3 hereof
or until other termination of the Options.
5. METHOD OF EXERCISING OPTIONS. Subject to the terms and
conditions of this Option Agreement and the Plan, the Options may be exercised
upon written notice to the Company, Attention: Corporate Secretary, at the
Company's principal office, which currently is located at 55 Technology Way,
West Greenwich, Rhode Island 02817, or to such agent as the Company may
designate, at such agent's address. Such notice, a form of which shall be made
available prior to the first exercise date, shall state the election to exercise
the Options and the number of shares with respect to which they are being
exercised; shall be signed by the person or persons so exercising the Option;
shall, if the Company so requests, be accompanied by the investment certificate
referred to in Section 6 hereof and shall be accompanied by payment of the full
Option price of such shares.
The Option price shall be paid to the Company:
(a) In cash, or in its equivalent;
(b) In unrestricted Stock previously acquired by the Employee,
provided that if such shares of Stock were acquired through exercise of
an ISO or NQSO under the Plan or of an option under a similar plan of
the Company or related corporation, such shares have been held by the
Employee for a period of more than six(6)
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Exhibit 10.23
months on the date of exercise or for such longer or shorter period as
the Committee may determine;
(c) In any combination of (a) and (b) above; or
(d) By delivering a properly executed notice of exercise of
the Options to the Company and a broker, with irrevocable instructions
to the broker promptly to deliver to the Company the amount of sale or
loan proceeds necessary to pay the exercise price of the Options, and
by delivering such proceeds in cash or its equivalent. (NOTE THAT THE
PAYMENT PROCEDURE SPECIFIED IN CLAUSE (d) IS CONSIDERED A SALE BY AN
EMPLOYEE WHO IS SUBJECT TO SECTION 16(b) OF THE SECURITIES EXCHANGE ACT
OF 1934 ("SECTION 16(b)") WHICH MAY BE MATCHED WITH ANY NON-EXEMPT
PURCHASE WITHIN THE SIX-MONTH PERIOD BEFORE OR AFTER THE BROKER
FINANCED TRANSACTION.
In the event such Option Price is paid, in whole or in part,
with shares of Stock, the portion of the Option Price so paid shall be equal to
the Fair Market Value of such Stock being used as payment on the date the notice
of exercise is received by the Company or its agent.
Upon receipt of such notice and payment, the Company, as
promptly as practicable, shall deliver or cause to be delivered a certificate or
certificates representing the shares of Stock with respect to which the Options
are so exercised. The certificate or certificates for such shares shall be
registered in the name of the person or persons so exercising the Options (or,
if the Options shall be exercised by the Employee and if the Employee shall so
request in the notice exercising the Options, shall be registered in the name of
the Employee and the Employee's spouse, jointly, with right of survivorship) and
shall be delivered as provided above to or upon the written order of the person
or persons exercising the Options. All shares that shall be purchased upon the
exercise of the Options as provided herein shall be fully paid and
non-assessable by the Company.
6. SHARES TO BE PURCHASED FOR INVESTMENT. Unless the Company
has theretofore notified the Employee that a registration statement covering the
shares to be acquired upon the exercise of the Options has become effective
under the Securities Act of 1933 and the Company has not thereafter notified the
Employee that such registration is no longer effective, it shall be a condition
to any exercise of the Options that the shares acquired upon such exercise be
acquired for investment and not with a view to distribution, and the person
effecting such exercise shall submit to the Company a certificate of such
investment intent, together with such other evidence supporting the
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Exhibit 10.23
same as the Company may request. The Company shall be entitled to restrict the
transferability of the shares issued upon any such exercise to the extent
necessary to avoid a risk of violation of the Securities Act of 1933 (or of any
rules or regulations promulgated thereunder) or of any state laws or
regulations. Such restrictions may, at the option of the Company, be noted or
set forth in full on the share certificates.
7. NON-TRANSFERABILITY OF OPTION. Except as otherwise
permitted by the Committee, the Options are not assignable or transferable, in
whole or in part, by the Employee otherwise than by will or by the laws of
descent and distribution, and during the lifetime of the Employee the Options
shall be exercisable only by the Employee or, in the event of his disability, by
his guardian or legal representative.
8. TERMINATION OF EMPLOYMENT. If the Employee's employment
with the Company and all Affiliates is terminated for any reason prior to the
Expiration Date of the Options set forth in Section 3 hereof, the Options, to
the extent unexercised, shall terminate upon the date of such termination of
Employment, except as otherwise provided below or in the Plan or as the
Committee otherwise may determine in its sole discretion subject to the Plan.
(a) DEATH OR RETIREMENT. If the Employee's employment is
terminated as a consequence of his or her death or Retirement, as defined in the
Plan, the Options may be exercised, but only to the extent of the number of
shares with respect to which the Employee could have exercised them on the date
of such termination of employment, or to any greater extent permitted by the
Committee in its sole discretion subject to the Plan, at any time prior to the
earlier of: (i) the Expiration Date specified in Section 3 hereof; or (ii) the
expiration of one year following the date of such termination of employment.
(b) DISABILITY, DISCHARGE WITHOUT CAUSE, AND RESIGNATION FOR
GOOD REASON. If the Employee's employment is terminated: (i) by reason of the
Employee's "Disability", as defined in the Plan or in the Employee's Amended and
Restated Employment Agreement with the Company dated September 19, 1997 (the
"Employment Agreement"), (ii) by the Company without "Cause", as defined in the
Plan or in the Employment Agreement, or (iii) by the Employee for "Good Reason"
as defined in the Employment Agreement, the Options shall accelerate and become
vested in full on the date of such termination or employment and may be
exercised at any time prior to the earlier of: (1) the Expiration Date specified
in Section 3 hereof, or (2) the expiration of one year following the date of
such termination of Employment.
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Exhibit 10.23
(c) Notwithstanding paragraphs (a) and (b) above, the period
of exercisability of the Options following termination of employment is subject
to possible earlier termination under the provisions of the Plan, including
Section 3(b) thereof.
9. WITHHOLDING OF TAXES. In calculating the Employee's tax
obligations, the Company shall value the Stock being purchased as follows: With
respect to Sections 5(a) through (c), the value of the Stock being purchased
shall be its Fair Market Value on the day the Company or its agent receives the
Employee's notice of exercise. With respect to Section 5(d), the value of the
Stock being purchased shall be the price at which the Employee's broker enters
into a contract to sell the Stock being purchased, as certified in writing by
such broker. The obligation of the Company to deliver shares of Stock upon the
exercise of the Options shall be subject to the Company's receipt of the
Employee's share of those amounts which the Company is obligated to withhold
under applicable federal, state and local tax withholding requirements.
If the exercise of any of the Options is subject to the
withholding requirements of applicable tax laws, the Committee may permit the
Employee, subject to the provisions of the Plan and such additional withholding
rules (the "Withholding Rules") as may be adopted by the Committee, to satisfy
the withholding tax, in whole or in part, by electing to have the Company
withhold (or by returning to the Company) shares of Stock, which shares shall be
valued, for this purpose, at their Fair Market Value on the date of exercise of
the Options (or, if later, the date on which the optionee recognizes ordinary
income with respect to such exercise) (the "Determination Date"). An election to
use shares of Stock to satisfy tax withholding requirements must be made in
compliance with and subject to the Withholding Rules.
10. GOVERNING LAW. This Option Agreement shall be construed in
accordance with, and its interpretation shall be governed by, the laws of the
State of Delaware, without giving effect to conflicts of laws principles.
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Exhibit 10.23
IN WITNESS WHEREOF, the Company has caused this NON-QUALIFIED
STOCK OPTION AGREEMENT to be duly executed by its officers thereunto duly
authorized, and the Employee has hereunto set his or her hand and seal, all on
the day and year first above written.
GTECH Holdings Corporation Attest
By: By:
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William Y. O'Connor Witness