EXHIBIT 10.3
FORM OF STOCK OPTION AWARD AGREEMENT
NEW JERSEY RESOURCES CORPORATION
THIS STOCK OPTION AWARD AGREEMENT (the "Agreement") is made as
of______________, between NEW JERSEY RESOURCES CORPORATION, a New Jersey
corporation (the "Company") and _______________(the "Employee") pursuant to the
terms and conditions of the New Jersey Resources Corporation Employee and
Outside Director Long-Term Incentive Compensation Plan as amended (the "Plan").
Capitalized terms not defined in this Agreement shall have the meanings set
forth in the Plan.
THE PARTIES AGREE AS FOLLOWS:
1. Award of Options. Pursuant to the Plan, the Company hereby awards
to Employee options (the "Options") to acquire _____ shares of Company common
stock (the "Stock") at the exercise price of $_______ per share (the "Exercise
Price"), subject to the terms and conditions set forth in this Agreement and the
Plan. A copy of the Plan has been delivered to the Employee. By signing below,
the Employee agrees to be bound by all the provisions of the Plan. The Options
granted hereunder are nonqualified stock options.
2. Vesting Schedule. Subject to Sections 6 and 7 hereof, including
the authority of the Committee in its discretion to provide for accelerated
vesting, the Options shall vest and become exercisable in four equal
installments on each of the first, second, third and fourth anniversaries of
_____________.
3. Expiration Date. The Options subject to this Agreement shall
expire on_______________. (the Expiration Date).
4. Payment of Exercise Price. The Exercise Price must be paid to the
Company at the time of exercise in cash, stock or other consideration as
permitted by the Committee at the time of exercise. All transactions are
governed by the rules and procedures established by the Committee and to the
extent stock or other consideration is used to satisfy the Exercise Price, such
stock or other consideration will be valued at Fair Market Value. Fair Market
Value will be determined on the date of exercise and must equal the Exercise
Price.
5. Non-transferability. Except to the extent otherwise determined by
the Committee, the Options granted hereunder shall not be assignable or
otherwise transferable other than by will or the laws of descent and
distribution. Unless otherwise provided by the Committee, during the lifetime of
Employee, the Options shall be exercisable only by Employee or Employee's
guardian or legal representative.
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6. Termination of Employment.
(a) Except to the extent provided in Section 7 hereof or any
employment agreement or severance agreement between Employee and the Company,
the provisions of this Section 6 shall apply to the Options upon Employee's
termination of employment with the Company and all subsidiaries of the Company
("Termination") for any reason.
(b) In the event of Employee's Termination by reason of death,
Disability or Retirement, all Options not then vested shall be cancelled, and
any and all vested Options shall be exercisable in whole or in part at any time
prior to the earlier of the Expiration Date or one year after the date of such
Termination. In the event of death, the options must be exercised by Employee's
estate or designated heirs or assignees.
(c) In the event of Employee's Termination for any reason
other than as provided in Section 6(b), Options not then vested shall be
canceled and any and all vested Options may be exercised in whole or in part at
any time prior to the earlier of the Expiration Date or three months after the
date of such Termination.
7. Change of Control. In the event of a Change of Control, any
Option that was not previously exercisable and vested shall become fully
exercisable and vested at the time of the Change of Control.
8. Withholding Tax. Employee may be subject to withholding taxes as
a result of the exercise or settlement of an Option or other payment in respect
of an Option. Unless the Committee permits otherwise, Employee shall promptly
pay to the Company in cash all applicable federal, state, local and foreign
withholding taxes that the Company, in its discretion, determines is due as a
result of each such exercise, settlement or payment. The payment, if any, is due
when the amount of such obligation becomes determinable. Unless the Committee
otherwise determines, and subject to such rules and procedures as the Committee
may establish, Employee may make an election to have shares of Stock withheld by
the Company or to tender any such securities to the Company to pay the amount of
tax that the Company in its discretion determines to be required so to be
withheld by the Company upon exercise of an Option, subject to satisfying any
applicable requirements for compliance with Section 16(b) of the Securities and
Exchange Act of 1934, as amended. Any shares of Stock or other securities so
withheld or tendered will be valued as of the date they are withheld or
tendered, provided that Stock shall be valued at Fair Market Value on such date.
Unless otherwise permitted by the Committee, the value of shares withheld or
tendered may not exceed the required federal, state, local and foreign
withholding tax obligations as computed by the Company.
9. Governing Law. This Agreement shall be governed by the laws of
the State of New Jersey, without regard to conflict of law principles.
10. A copy of the Plan is attached.
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IN WITNESS WHEREOF, the parties have executed this Agreement to be
effective as of the day and year first above written.
NEW JERSEY RESOURCES CORPORATION
By:
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Laurence M. Downes
Employee hereby accepts and agrees to be bound by all the terms and
conditions of this Agreement and the Plan.
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Employee Name
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Date
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