EXHIBIT 10.10
CINCINNATI FINANCIAL CORPORATION
P.O. BOX 145496
CINCINNATI, OH 45250-5496
(513) 870-2000
STOCK OPTION PLAN NO. V
STOCK OPTION AGREEMENT
FOR NON-QUALIFIED OPTIONS
THIS AGREEMENT, made this [DATE] day of [MONTH], [YEAR], by and between
CINCINNATI FINANCIAL CORPORATION, an Ohio Corporation, 6200 South Gilmore Road,
Fairfield, Ohio 45014 (hereafter called "CFC") and [OPTIONEE NAME], an employee
of CFC or one of its affiliates (hereinafter called the "Employee") residing at:
[OPTIONEE_ADDRESS], [OPTIONEE_CITY ], [OPTIONEE_STATE] [OPTIONEE_ZIP]
WITNESSETH:
WHEREAS, the Board of Directors of CFC is of the opinion that the interests of
CFC will be advanced by enabling key employees of CFC and its affiliates, upon
whose judgement, initiative and efforts CFC is largely dependent for the
successful conduct of its business, to acquire shares or additional shares of
CFC's Stock; and
WHEREAS, the Board of Directors of CFC has established Stock Option Plan Number
V for employees of CFC and its affiliated companies;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants
hereinafter set forth, and other good and valuable considerations the parties
hereto herby enter into this Stock Option Agreement (hereinafter called the
"Option") as follows:
1. CFC hereby grants to the Employee the right and option to purchase
up to [OPTIONS_GRANTED] shares of the presently authorized but
unissued Common Stock of CFC at the purchase price of
$[OPTION_PRICE] per share. This is a Non-Qualified option grant and
subject to applicable payroll taxes at the time of exercise. No
partial exercise of this Option may be for less than 25 whole shares
or the number of shares remaining subject to the Option, whichever
is smaller.
2. Except in cases of retirement or death of Employee, this Option
shall be exercisable only in accordance with the following schedule.
(1) After the expiration of one year of continuous employment with
CFC or an affiliate of CFC immediately following the date of
grant, this Option shall be exercisable to the extent of
one-third of the number of shares originally subject hereto;
(2) After the expiration of two years of continuous employment
with CFC or an affiliate of CFC immediately following the date
of grant, this Option shall be exercisable to the extent of
two-thirds of the number of shares originally subject hereto,
less the number of shares previously purchased pursuant
hereto; and
(3) After the expiration of three years of continuous employment
with CFC or an affiliate of CFC following the date of grant,
this Option shall be exercisable in full.
Upon termination of employment of the Employee prior to the effective date of
exercise of this Option, the unexercised portion hereof shall terminate unless
such termination of employment is due to (i) retirement with the approval of the
Board of Directors of CFC for disability or (ii) retirement due to attainment of
retirement age (in either of which events the Compensation Committee of the
Board of Directors shall have discretion to permit any unmatured installments to
be accelerated and the Option shall thereupon be exercisable in full). The time
within which CFC must receive the notice of exercise and payment shall be 90
days after the date of termination of employment (except at the sole option of
the Compensation Committee of the Board of Directors, the last day for receipt
of notice of exercise may be delayed until the original expiration date of this
Option); or (iii) death of the employee (in which event the unmatured
installments of this Option shall be accelerated and exercisable and the time
within which CFC must receive the notice of exercise and payment shall be six
months after the date of death).
3. Except as otherwise provided in paragraph 2 hereof, this Option can be
exercised only if the Employee is in the employment of CFC or one of its
affiliates on the effective date of exercise.
4. In order to exercise this Option or any part thereof, the Employee or
other person having the right to exercise this Option shall give written
notice to CFC at its principal place of business, which notice shall
indicate the number of whole shares purchased, and shall be accompanied by
payment in full for the number of shares to be purchased. The payment may
be cash or through transfer of free and clear shares of CFC valued at the
current market value on the date of transfer or by combination of both
cash and shares. Exercise of the Non-Qualified Option shall be effective
on the date of receipt by CFC of the written notice and payment (the
"effective date of exercise"). The effective date of the exercise of this
Option must be within ten (10) years from the date hereof.
5. Neither the Employee nor his legal representative, legatee or distributee,
shall be, or deemed to be, the holder of any shares subject to this
Option, unless and until the exercise of the Option has become effective
and a certificate has been issued by the company for the shares so
purchased.
6. The rights and privileges conferred by this Option shall not be
transferred except by Will or by the laws of descent and distribution, in
which event the notice of the exercise required under Section 4 must be
properly executed by the deceased Employee's legal representative or by
person who acquired the right to exercise the Option by reason of the
death of the Employee. During the lifetime of the Employee, the Option may
be exercised only by the Employee.
7. In the event of a merger, consolidation, reorganization, recapitalization,
stock dividend, or other change in corporate structure or capitalization
affecting CFC's stock, such appropriate adjustment shall be made in the
number of shares to which this Option applies and also in the Option price
of said shares as may be determined by the Compensation Committee of the
Board of Directors.
8. This option shall not be exercisable except for shares the sale of which
by the Company complies with applicable securities laws at the time of
sale.
9. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and any successors to the business of CFC, but neither this
Option nor any rights hereunder shall be assignable by the Employee. The
Employee agrees by acceptance of this option to be bound by the terms and
restrictions of the Stock Option Plan V.
Dated at Fairfield, Ohio CINCINNATI FINANCIAL CORPORATION
By:
Chairman, President
ATTEST:
Chief Financial Officer
Secretary & Treasurer
ACCEPTED:
________________________________
CINCINNATI FINANCIAL CORPORATION
P.O. BOX 145496
CINCINNATI, OH 45250-5496
(513) 870-2000
STOCK OPTION PLAN NO. V
STOCK OPTION AGREEMENT
FOR INCENTIVE OPTIONS
THIS AGREEMENT, made this [DATE] day of [MONTH], [YEAR], by and between
CINCINNATI FINANCIAL CORPORATION, an Ohio Corporation, 6200 South Gilmore Road,
Fairfield, Ohio 45014 (hereafter called "CFC") and [OPTIONEE NAME], an employee
of CFC or one of its affiliates (hereinafter called the "Employee") residing at:
[OPTIONEE_ADDRESS], [OPTIONEE_CITY ], [OPTIONEE_STATE] [OPTIONEE_ZIP]
WITNESSETH:
WHEREAS, the Board of Directors of CFC is of the opinion that the interests of
CFC will be advanced by enabling key employees of CFC and its affiliates, upon
whose judgement, initiative and efforts CFC is largely dependent for the
successful conduct of its business, to acquire shares or additional shares of
CFC's Stock; and
WHEREAS, the Board of Directors of CFC has established Stock Option Plan Number
V for employees of CFC and its affiliated companies;
NOW, THEREFORE, in consideration of the foregoing, and of the mutual covenants
hereinafter set forth, and other good and valuable considerations the parties
hereto herby enter into this Stock Option Agreement (hereinafter called the
"Option") as follows:
1. CFC hereby grants to the Employee the right and option to purchase
up to [OPTIONS_GRANTED] shares of the presently authorized but
unissued Common Stock of CFC at the purchase price of
$[OPTION_PRICE] per share. No partial exercise of this Option may
be for less than 25 whole shares or the number of shares remaining
subject to the Option, whichever is smaller.
2. Except in cases of retirement or death of Employee, this Option
shall be exercisable only in accordance with the following schedule.
(1) After the expiration of one year of continuous employment with
CFC or an affiliate of CFC immediately following the date of
grant, this Option shall be exercisable to the extent of
one-third of the number of shares originally subject hereto;
(2) After the expiration of two years of continuous employment
with CFC or an affiliate of CFC immediately following the date
of grant, this Option shall be exercisable to the extent of
two-thirds of the number of shares originally subject hereto,
less the number of shares previously purchased pursuant
hereto; and
(3) After the expiration of three years of continuous employment
with CFC or an affiliate of CFC following the date of grant,
this Option shall be exercisable in full.
Upon termination of employment of the Employee prior to the effective date of
exercise of this Option, the unexercised portion hereof shall terminate unless
such termination of employment is due to (i) retirement with the approval of the
Board of Directors of CFC for disability or (ii) retirement due to attainment of
age 65 or 35 years of service, whichever occurs first, or (iii) death of the
Employee. In each of these events, any unmatured installments shall be
accelerated and the Option shall be exercisable in full. In the cases of
retirement due to disability, attainment of age 65 or having completed 35 years
of service, CFC must receive notice of exercise and payment within ninety (90)
days after the date of termination of employment. In the event of death, CFC
must receive the notice of exercise and payment within six (6) months after the
date of death.
3. Except as otherwise provided in paragraph 2 hereof, this Option can be
exercised only if the Employee is in the employment of CFC or one of its
affiliates on the effective date of exercise.
4. In order to exercise all or any part of this Option, the Employee or
other person having the right to exercise this Option shall give written
notice to CFC at its principal place of business. The notice shall
indicate the number of whole shares to be purchased and shall be
accompanied by payment in full in cash. The exercise of this Option shall
be effective upon the 30th day after receipt by CFC of such written notice
and payment ("effective date of exercise"), at which time the Employee or
the person entitled to receive share issuable upon exercise, shall be
issued a certificate of stock representing the number of shares purchased.
If for any reason (such as termination of employment during the 30-day
waiting period for reasons other than those referred to in Paragraph 2
above), the exercise of the Option does not become effective, CFC shall
refund only the amount paid for the shares. In any event, the effective
date of the exercise of this Option must be within 10 years from the date
of this Option.
5. In order to receive the tax benefits of an Incentive Stock Option, the
Option must be exercised during employment or within three (3) months
after termination of employment (for the reason referred to in paragraph 2
above) as an employee by CFC or one of its subsidiaries. The stock
purchased pursuant to this Option must be held for a minimum of one (1)
year from the date of purchase and two (2) years from the date of this
Option Agreement.
6. The rights and privileges conferred by this Option shall not be
transferred except by Will or by the laws of descent and distribution, in
which event the notice of the exercise required under Section 4 must be
properly executed by the deceased Employee's legal representative or by
person who acquired the right to exercise the Option by reason of the
death of the Employee. During the lifetime of the Employee, the Option may
be exercised only by the Employee.
7. In the event of a merger, consolidation, reorganization, recapitalization,
stock dividend, or other change in corporate structure or capitalization
affecting CFC's stock, such appropriate adjustment shall be made in the
number of shares to which this Option applies and also in the Option price
of said shares as may be determined by the Compensation Committee of the
Board of Directors.
8. This option shall not be exercisable except for shares the sale of which
by the Company complies with applicable securities laws at the time of
sale.
9. This Agreement shall be binding upon and inure to the benefit of the
parties hereto and any successors to the business of CFC, but neither this
Option nor any rights hereunder shall be assignable by the Employee. The
Employee agrees by acceptance of this option to be bound by the terms and
restrictions of the Stock Option Plan V.
Dated at Fairfield, Ohio CINCINNATI FINANCIAL CORPORATION
By:
Chairman, President
ATTEST:
Chief Financial Officer
Secretary & Treasurer
ACCEPTED:
________________________________