Exhibit 10.3
NON-QUALIFIED STOCK OPTION AGREEMENT
pursuant to
LEXMARK INTERNATIONAL, INC.
STOCK INCENTIVE PLAN
This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") between Lexmark
International, Inc., a Delaware corporation (the "Company"), and the person
specified on the signature page hereof (the "Optionee") is entered into as of
<<Grant_Date>> pursuant to the Lexmark International, Inc. Stock Incentive Plan,
as the same may be amended from time to time (the "Plan").
WHEREAS, the Optionee is regarded as a key employee of the Company or one of the
Subsidiaries and the Committee has determined that it would be to the advantage
and in the interest of the Company to grant the option provided for herein to
the Optionee as an inducement to the Optionee to remain in the service of the
Company and the Subsidiaries over the long-term and as an incentive to the
Optionee to devote his or her best efforts and dedication to the performance of
such services and to maximize shareholder value;
WHEREAS, the Optionee desires to accept from the Company the grant of the
options evidenced hereby on the terms and subject to the conditions herein;
NOW, THEREFORE, in consideration of the premises and subject to the terms and
conditions set forth herein and in the Plan, the parties hereto hereby covenant
and agree as follows:
1. Grant of Option; Exercise Price.
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(a) Grant of Option; Exercise Price. The Company hereby grants to the
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Optionee, effective as of <<Grant_Date>> (the "Grant Date") and
on the terms and conditions herein, an option (the "Option") to
purchase the number of shares (the "Option Shares"), of Class A
Common Stock, par value $.01 per share (the "Common Stock") set
forth on the signature page hereof, at an exercise price per
Option Share equal to the fair market value on the Grant Date of
<<Grant_Price>>, which was the closing price of a share of Common
Stock on the Grant Date as reported for such day in The Wall
Street Journal. The Option is not intended to be an incentive
stock option under the United States Internal Revenue Code of
1986, as amended.
(b) Stock Incentive Plan. This Agreement is subject in all respects
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to the terms of the Plan, all of which terms are made a part of
and incorporated in this Agreement by reference. In the event of
any conflict or inconsistency between the terms of this Agreement
and the terms of the Plan, the terms of the Plan shall control.
The Optionee hereby acknowledges that a copy of the Plan may be
obtained from the Vice President of Human Resources and agrees to
comply with and be bound by all of the terms and conditions
thereof. Terms used in this Agreement with initial capital
letters, but not defined herein, shall have the meanings assigned
to them under the Plan.
2. Vesting; Period of Exercise of Option
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(a) Vesting. Subject to the provisions of Section 4, the Option shall
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become vested and exercisable in three approximately equal
installments on each of the first three anniversaries (34% on the
first anniversary and 33% on each of the second and third
anniversaries) of the Grant Date, subject in the case of each
such installment to the continuous employment of the Optionee
with the Company or a Subsidiary from the date hereof to the
applicable anniversary of the Grant Date. Provided, however, if
at the time of optionee's retirement (i) optionee has 30 years of
continuous service, (ii) optionee is 58 years of age or older and
has ten years of continuous service, or (iii) optionee is 65
years of age or older and optionee agrees to the cancellation of
any option grant made to him or her within 12 months prior to the
date of his or her retirement, then vesting shall continue to
occur on this Option for a period of 24 months following the date
of his or her retirement (the "Preferential Vesting Period").
(b) Termination of Employment. If the Optionee's employment with the
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Company and its Subsidiaries terminates for any reason, other
than a termination by the Company or a Subsidiary for Cause (as
defined below), any portion of the Option which is not then
exercisable or subject to continued vesting during a Preferential
Vesting Period shall immediately terminate and be canceled
effective upon such termination of employment and the remaining
portion of the Option, if any, shall thereafter remain
exercisable for the period provided in Section 4. In the event of
the termination of the Optionee's employment by the Company or a
Subsidiary for Cause, the Option shall immediately terminate and
be canceled in full effective upon the date of such termination
of employment.
In accepting this Option, the Optionee acknowledges that the
Option has been granted as an incentive to the Optionee to remain
employed by the Company or any Subsidiary and to exert his or her
best efforts to enhance the value of the Company or any
Subsidiary over the long-term. Accordingly, the Optionee agrees
that if he or she (a) within 12 months following termination of
employment with the Company or any Subsidiary or the end of a
Preferential Vesting Period, accepts employment with a competitor
of the Company or any Subsidiary or otherwise engages in
competition with the Company or any Subsidiary, or (b) within 36
months following termination of employment with the Company or
any Subsidiary or the end of a Preferential Vesting Period, acts
against the interests of the Company or any Subsidiary, including
recruiting or employing, or encouraging or assisting his or her
new employer to recruit or employ, any employee of the Company or
any Subsidiary without the Company's written consent, or (c)
discloses or otherwise misuses confidential information or
material of the Company or any Subsidiary, each of these
constituting a harmful action, then (i) any unexercised portion
of this Option shall be canceled immediately (unless canceled
earlier by operation of another term of this Agreement) and (ii)
the Optionee shall pay to the Company an amount equal to the
Option gains (represented by the closing market price on the date
of exercise over the exercise price, multiplied by the number of
options exercised, without regard to any subsequent market price
decrease or increase) realized by the Optionee from the exercise
of all or a portion of this Option within 18 months preceding the
earlier of (w) the commitment of any such harmful action and (x)
the Optionee's termination of employment with the
Company and its Subsidiaries; and through the later of (y) 18
months following the commitment of any such harmful action and
(z) such period as it takes the Company to discover such harmful
action. The Optionee agrees that the Company or any of its
Subsidiaries has the right to deduct from any amounts the Company
or any of its Subsidiaries may owe the Optionee from time to time
(including amounts owed to the Optionee as wages or other
compensation, fringe benefits or vacation pay, as well as any
other amounts owed to the Optionee by the Company or any of its
Subsidiaries), the amounts the Optionee owes the Company or any
of its Subsidiaries. The Committee shall have the right, in its
sole discretion, not to enforce the provisions of this paragraph
with respect to the Optionee.
(c) Acceleration. The Committee may, in its discretion, accelerate
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the date or dates as of which all or any portion of the Option
shall become vested and exercisable and may establish accelerated
times for vesting based upon the attainment of performance goals
or such other factors as the Committee may from time to time
determine.
(d) Term of Option Exercise Period. Except to the extent that the
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Option or any portion thereof shall sooner terminate in
accordance with Section 2 or 4 hereof, once any portion of the
Option has become vested and exercisable, such portion shall
remain exercisable until the end of the day preceding the tenth
anniversary of the date hereof (the "Option Period").
3. Method of Exercise and Payment; Certain Restrictions on Resale.
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(a) Exercise and Payment. Once vested and exercisable, the Option, or
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any vested portion thereof, may be exercised by the Optionee (or
his or her beneficiary or estate) by delivery to the Company on
any business day (the "Option Exercise Date") written notice (the
"Option Exercise Notice"), in such manner and form as may be
required by the Committee, specifying the number of Option Shares
the Optionee then desires to purchase and the aggregate exercise
price for such Option Shares (the "Option Exercise Price"). The
Option Exercise Notice shall be accompanied by payment of the
Option Exercise Price and any other amounts required to be paid
pursuant to Section 5.
The Optionee may pay the Option Exercise Price by delivering to
the Company cash, shares of Qualifying Common Stock (as defined
below) already owned by the Optionee or a combination of cash and
such shares of Qualifying Common Stock provided that the
aggregate Fair Market Value on the Option Exercise Date of the
shares of Qualifying Common Stock delivered in payment of any
portion of the Option Exercise Price shall be equal to the excess
of (x) the Option Exercise Price over (y) the amount of any cash
delivered by the Optionee in payment of the Option Exercise
Price. For purposes of this Agreement, shares of Common Stock
shall constitute Qualifying Common Stock that may be delivered in
payment of the Option Exercise Price if such shares (i) are not
subject to any outstanding loan or other obligation and are not
pledged as collateral with respect to any loan or other
obligation, other than any such loan or other obligation extended
to the Optionee by the Company or any Subsidiary provided the
Committee approves the delivery of such shares to pay the Option
Exercise Price, and (ii) either (x) have been owned by the
Optionee without
certain restrictions for a continuous period of at least six
months (or such greater or lesser period as the Committee shall
determine) or (y) were purchased by the Optionee on a U.S.
national securities exchange.
The Committee may also permit the Optionee to arrange for the
payment of all or any portion of the Option Exercise Price and
other amounts required to be paid pursuant to Section 5 by
directing a securities broker approved for such purpose by the
Committee to deliver to the Company, on behalf of the Optionee,
the proceeds of the sale on the Option Exercise Date of a number
of the Option Shares then being purchased by the Optionee having
aggregate sales proceeds on the Exercise Date equal to the sum of
all or the applicable portion of the Option Exercise Price and
the amounts required to be paid pursuant to Section 5 that the
Optionee elects to satisfy by using the proceeds of the sale of
the Option Shares (the "Cashless Exercise Procedure").
Within a reasonable period of time after the Option Exercise
Date, subject to payment of the Option Exercise Price and any
amounts required to be paid by the Optionee pursuant to Section
5, the Company shall direct its stock transfer agent to make (or
to cause to be made) an appropriate book entry reflecting the
Optionee's ownership of the Option Shares then being purchased by
the Optionee. Upon request, the Company shall deliver to the
Optionee a certificate or certificates for the number of Option
Shares (reduced, if applicable, by the number of Option Shares
sold on the Option Exercise Date pursuant to the Cashless
Exercise Procedure) purchased by the Optionee, registered in the
name of the Optionee. In the event that the Company or the
Committee, in its sole discretion, shall determine that, under
applicable U.S. federal or state or non-U.S. securities laws, the
transfer of any Option Shares must be subject to restriction, any
certificates issued under this Section 3(a) shall bear an
appropriate legend restricting the transfer of such Option Shares
and appropriate stop transfer instructions shall be delivered to
the Company's stock transfer agent.
(b) Restrictions on Sale upon Public Offering. The Optionee hereby
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agrees that, during the 20 day period prior to and the 180 days
following the effective date of any registration statement filed
by the Company under the Securities Act of 1933, as amended, with
respect to any underwritten public offering of any shares of the
Company's capital stock, the Optionee will not effect any public
sale or distribution of shares of Common Stock (other than as
part of such underwritten public offering).
4. Termination. The Option (or the indicated portion thereof) shall
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terminate and be canceled immediately upon the first to occur of any
of the following events:
(a) The date of the expiration of the Option Period.
(b) The date of the termination of the Optionee's employment with the
Company and its Subsidiaries for Cause.
(c) The date of the termination of the Optionee's employment with the
Company and its Subsidiaries for any reason, other than for
Cause, with respect to any portion of the Option which is not
subject to a Preferential Vesting Period and has not
become vested and exercisable in accordance with Section 2 on or
prior to the date of such termination.
(d) In the case of the Optionee's termination of employment with the
Company and its Subsidiaries for any reason other than for Cause
or other than by reason of the Optionee's Normal Retirement,
Early Retirement, Disability or death (as each such term is
defined below), or as a result of a reduction in force, cessation
of operations, merger, consolidation or the sale or other
disposition of the Company or a portion thereof (as set forth
below) with respect to any portion of the Option which has become
vested and exercisable in accordance with Section 2 on or prior
to the date of such termination of employment, the last day of
the 90 day period immediately following the date of such
termination of employment.
(e) Subject to Section 4(j), in the case of the Optionee's
termination of employment with the Company and its Subsidiaries
by reason of the Optionee's Normal Retirement, with respect to
any portion of the Option which has become vested and exercisable
on or prior to the date of such termination of employment or is
subject to a Preferential Vesting Period in accordance with
Section 2, the last day of the 36 month period immediately
following the date of such termination of employment.
(f) Subject to Section 4(j), in the case of the Optionee's
termination of employment with the Company and its Subsidiaries
by reason of the Optionee's Early Retirement, with respect to any
portion of the Option which has become vested and exercisable in
accordance with Section 2 on or prior to the date of such
termination of employment, the last day of the 12 month period
immediately following the date of such termination of employment,
and with respect to any portion of the Option which is subject to
a Preferential Vesting Period, the last day of the 12 month
period immediately following the last day of the Preferential
Vesting Period.
(g) Subject to Section 4(j), in the case of the Optionee's
termination of employment with the Company and its Subsidiaries
as a result of a reduction in force, cessation of operations,
merger, consolidation or the sale or other disposition of the
stock or all or substantially all of the assets of the Company, a
Subsidiary, or any division, business or other unit or function
of the Company or any Subsidiary (which is designated as such by
the Vice President of Human Resources), with respect to any
portion of the Option which has become vested and exercisable in
accordance with Section 2 on or prior to the date of such
termination of employment, (i) the last day of the 24 month
period immediately following the date of such termination of
employment, provided that the Optionee has completed five or more
years of continuous service with the Company or any of its
Subsidiaries or (ii) the last day of the 12 month period
immediately following the date of such termination of employment,
if the Optionee has completed less than five years of continuous
service with the Company or any of its Subsidiaries, and with
respect to any portion of the Option which is subject to a
Preferential Vesting Period, the last day of the 12 month period
immediately following the last day of the Preferential Vesting
Period.
(h) Subject to Section 4(j), in the case of the Optionee's
termination of employment with the Company and its Subsidiaries
by reason of the Optionee's Disability, with respect to any
portion of the Option which has become vested and exercisable in
accordance with Section 2 on or prior to the date of such
termination of employment, the last day of the 12 month period
immediately following the date of such termination of employment,
and with respect to any portion of the Option which is subject to
a Preferential Vesting Period, the last day of the 12 month
period immediately following the last day of the Preferential
Vesting Period.
(i) In the case of the Optionee's termination of employment with the
Company and its Subsidiaries by reason of the Optionee's death,
with respect to the portion of the Option which has become vested
and exercisable in accordance with Section 2 on or prior to the
date of such termination of employment, the last day of the 12
month period immediately following the date of such termination
of employment, and with respect to any portion of the Option
which is subject to a Preferential Vesting Period, the last day
of the 12 month period immediately following the last day of the
Preferential Vesting Period.
(j) The last day of the 12 month period immediately following the
date of the Optionee's death during any period in which the
Optionee was entitled to exercise any portion of the Option
pursuant to Section 4(e), 4(f), 4(g) or 4(h), and with respect to
any portion of the Option which is subject to a Preferential
Vesting Period, the last day of the 12 month period immediately
following the last day of the Preferential Vesting Period.
(k) For purposes of this Agreement, the following terms shall have
the following meanings:
"Cause" shall mean (A) the willful failure by the Optionee
to perform substantially his or her duties as an employee of
the Company or any Subsidiary (other than due to physical or
mental illness) after reasonable notice to the Optionee of
such failure, (B) the Optionee's engaging in serious
misconduct that is injurious to the Company or any
Subsidiary, (C) the Optionee's having been convicted of, or
entered a plea of nolo contendere to, a crime that
constitutes a felony or (D) the breach by the Optionee of
any written covenant or agreement with the Company or any
Subsidiary not to disclose information pertaining to the
Company or any Subsidiary or not to compete or interfere
with the Company or any Subsidiary.
"Disability" shall mean a physical or mental disability or
infirmity of the Optionee as defined in any disability plan
sponsored by the Company or any Subsidiary which employs the
Optionee or, if no such plan is sponsored by the Optionee's
employer at the relevant time, the Lexmark Long-Term
Disability Plan.
"Early Retirement" shall mean the Optionee's retirement (x)
at or after reaching age 55 and the completion of ten years
continuous service with the Company or any of its
Subsidiaries or (y) at or after the completion of 30 years
of continuous service regardless of age.
"Normal Retirement" shall mean the Optionee's retirement (x)
at or after the later of age 65 and the completion of five
years of continuous service with the Company or any of its
Subsidiaries or (y) at or after any earlier retirement age
agreed to, in writing, by the Company after the date hereof
and prior to the Optionee's termination of employment with
the Company or any Subsidiary (other than any such
termination with the Company or any Subsidiary in connection
with the contemporaneous reemployment by another Subsidiary
or the Company).
5. Tax Withholding. The delivery of any directions to the Company's stock
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transfer agent or any certificates for shares of Common Stock pursuant to
Section 3 shall not be made until the Optionee, or, if applicable, the
Optionee's beneficiary or estate, has made appropriate arrangements for the
payment to the Company of an amount sufficient to satisfy any applicable
U.S. federal, state and local and non-U.S. tax withholding or other tax
requirements, as determined by the Company. To satisfy the Optionee's
applicable withholding and other tax requirements, the Company shall be
entitled, in its sole discretion, to withhold Option Shares having a Fair
Market Value on the Option Exercise Date equal to the applicable amount of
such withholding and other tax requirements, subject to any rules adopted
by the Committee or required to ensure compliance with applicable law,
including, but not limited to, Section 16(b) of the Securities Exchange Act
of 1934, as amended. Any cash payment made pursuant to a Change in Control
shall be made net of any amounts required to be withheld or paid with
respect thereto (and with respect to any shares of Common Stock delivered
contemporaneously therewith) under any applicable U.S. federal, state and
local and non-U.S. tax withholding and other tax requirements.
6. Assignability. Unless otherwise provided in accordance with the
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provisions of the Plan, this Option may not be sold, transferred, pledged,
assigned or otherwise alienated or hypothecated by the Optionee otherwise
than by will or the laws of descent and distribution. The term "Optionee"
as used in this Agreement shall include any permitted transferee of the
Option.
7. Adjustment in Capitalization.
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(a) The aggregate number of shares of Common Stock subject to the
Option and the option exercise price and/or exercisability
criteria applicable to the Option shall be proportionately
adjusted to reflect, as deemed equitable and appropriate by the
Committee, an Adjustment Event. To the extent deemed equitable
and appropriate by the Committee, subject to any required action
by stockholders, in any merger, consolidation, reorganization,
liquidation, dissolution or other similar transaction, the Option
shall pertain to the securities and other property to which a
holder of the number of shares of Common Stock then covered by
the Option would have been entitled to receive in connection with
such event.
(b) Any shares of stock (whether Common Stock, shares of stock into
which shares of Common Stock are converted or for which shares of
Common Stock are exchanged or shares of stock distributed with
respect to Common Stock) or cash or other property received with
respect to the Option as a result of any Adjustment Event, any
distribution of property or any merger, consolidation,
reorganization, liquidation, dissolution or other similar
transaction shall, except
as otherwise provided by the Committee, be subject to the same
terms and conditions, including restrictions on exercisability or
transfer, as are applicable to the Option with respect to which
such shares, cash or other property is received and stock
certificate(s) representing or evidencing any shares of stock or
other property so received shall be legended as appropriate.
8. Preemption by Applicable Laws and Regulations. Notwithstanding anything
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in the Plan or this Agreement to the contrary, the issuance of shares of
Common Stock hereunder shall be subject to compliance with all applicable
U.S. federal, state and non-U.S. securities laws. Without limiting the
foregoing, if any law, regulation or requirement of any governmental
authority having jurisdiction shall require either the Company or the
Optionee (or the Optionee's beneficiary or estate) to take any action in
connection with the issuance of any shares of Common Stock hereunder, the
issuance of such shares shall be deferred until such action shall have been
taken to the satisfaction of the Company.
9. Interpretation; Construction. All of the powers and authority conferred
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upon the Committee pursuant to any term of the Plan or the Agreement shall
be exercised by the Committee, in its discretion. All determinations,
interpretations or other actions made or taken by the Committee pursuant to
the provisions of the Plan or the Agreement shall be final, binding and
conclusive for all purposes and upon all persons and, in the event of any
judicial review thereof, shall be overturned only if arbitrary and
capricious. The Committee may consult with legal counsel, who may be
counsel to the Company or any Subsidiary, and shall not incur any liability
for any action taken in good faith in reliance upon the advice of counsel.
10. Amendment. The Committee shall have the right, in its sole discretion,
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to alter or amend this Agreement, from time to time, as provided in the
Plan in any manner for the purpose of promoting the objectives of the Plan,
provided that no such amendment shall impair the Optionee's rights under
this Agreement without the Optionee's consent. Subject to the preceding
sentence, any alteration or amendment of this Agreement by the Committee
shall, upon adoption thereof by the Committee, become and be binding and
conclusive on all persons affected thereby without requirement for consent
or other action with respect thereto by any such person. The Company shall
give written notice to the Optionee of any such alteration or amendment of
this Agreement as promptly as practicable after the adoption thereof. This
Agreement may also be amended by a writing signed by both the Company and
the Optionee.
11. No Rights as a Stockholder. The Optionee shall have no voting or other
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rights as a stockholder of the Company with respect to any Option Shares
until the exercise of the Option and the recording of the Optionee's
ownership of the Option Shares on the stock transfer records for the Common
Stock. No adjustment shall be made for dividends or other rights issued
with respect to the Common Stock for which the record date is prior to the
recording of such ownership of the Option Shares.
12. No Guarantee of Employment or Future Incentive Awards. Nothing in the
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Plan or this Agreement shall be deemed to:
(a) interfere with or limit in any way the right of the Company or
any Subsidiary to terminate Optionee's employment at any time and
for any reason;
(b) confer upon Optionee any right to continue in the employ of the
Company or any Subsidiary; and
(c) provide Optionee the right to receive any Incentive Awards under
the Plan in the future.
13. Miscellaneous.
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(a) Notices. All notices and other communications required or
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permitted to be given under this Agreement shall be in writing
and shall be deemed to have been given if delivered personally or
sent by certified or express mail, return receipt requested,
postage prepaid, or by any recognized international equivalent of
such delivery, to the Company or the Optionee, as the case may
be, at the following addresses or to such other address as the
Company or the Optionee, as the case may be, shall specify by
notice to the others delivered in accordance with this Section
13(a):
(i) if to the Company, to it at:
One Lexmark Centre Drive
740 West New Circle Road
Lexington, Kentucky 40550
Attention: Secretary
(ii)if to the Optionee, to the Optionee at the address set forth
on the signature page hereof.
All such notices and communications shall be deemed to have been
received on the date of delivery or on the third business day
after the mailing thereof.
(b) Binding Effect; Benefits. This Agreement shall be binding upon
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and inure to the benefit of the parties to this Agreement and
their respective successors and assigns. Nothing in this
Agreement, express or implied, is intended or shall be construed
to give any person other than the parties to this Agreement or
their respective successors or assigns any legal or equitable
right, remedy or claim under or in respect of any agreement or
any provision contained herein.
(c) Waiver. Any party hereto may by written notice to the other party
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(i) extend the time for the performance of any of the obligations
or other actions of the other party under this Agreement, (ii)
waive compliance with any of the conditions or covenants of the
other party contained in this Agreement and (iii) waive or modify
performance of any of the obligations of the other party under
this Agreement. Except as provided in the preceding sentence, no
action taken pursuant to this Agreement, including, without
limitation, any investigation by or on behalf of any party, shall
be deemed to constitute a waiver by the party taking such action
of compliance with any representations, warranties, covenants or
agreements contained herein. The waiver by any party hereto of a
breach of any provision of this Agreement shall not operate or be
construed as a waiver of any preceding or succeeding breach and
no failure by a party to exercise any right or privilege
hereunder shall be deemed a waiver of such party's rights or
privileges
hereunder or shall be deemed a waiver of such party's rights to
exercise the same at any subsequent time or times hereunder.
(d) Assignability. Neither this Agreement nor any right, remedy,
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obligation or liability arising hereunder or by reason hereof
shall be assignable by the Company or the Optionee without the
prior written consent of the other party.
(e) Applicable Law. This Agreement shall be governed by and construed
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in accordance with the laws of the State of Delaware, regardless
of the law that might be applied under principles of conflict of
laws and excluding any conflict or choice of law rule or
principle that may otherwise refer construction or interpretation
of this Agreement to the substantive law of another jurisdiction.
(f) Section and Other Headings, Etc. The section and other headings
---------------------------------
contained in this Agreement are for reference purposes only and
shall not affect the meaning or interpretation of this Agreement.
In this Agreement all references to "dollars" or "$" are to
United States dollars.
(g) Counterparts. This Agreement may be executed in any number of
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counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as
of the date first above written.
LEXMARK INTERNATIONAL, INC.
By: /s/Jeri Stromquist
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Name: Jeri Stromquist
Title: Vice President of Human Resources
OPTIONEE:
By:
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(sign your name and date)
Name: <<FirstName>> <<LastName>>
ID#:<<SSN>>
Address of the Optionee:
<<Address1>>
<<City>>, <<State>> <<ZIP>>
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Beneficiary Name
Number of shares of Common Stock subject to the
Option:<<Options>> shares @ <<Grant_Price>> granted on
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<<Grant_Date>>.
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