MOLX » Topics » ARTICLE V. GRANT OF AWARDS

This excerpt taken from the MOLX DEF 14A filed Sep 10, 2007.

ARTICLE V.        GRANT OF AWARDS

5.1        Stock Option Exercise Price.  The stock option exercise price shall be the closing price of the Stock on the grant date as reported by the Wall Street Journal.

 

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5.2        Restricted Stock.  Restricted stock, including performance-based restricted stock, granted under this Plan shall be acquired by the employee without any monetary consideration subject to the terms and conditions of the Plan. Restricted stock may be granted in tandem with stock options or alone within the discretion of the Committee. Performance-based restricted stock grants are governed by Article VII hereunder.

5.3        Evidence of Awards.  Awards granted shall be evidenced by agreements, warrants, and/or other instruments in such form as the Committee shall deem advisable and shall contain such terms, provisions and conditions not inconsistent herewith as may be determined by the Committee.

 

ARTICLE VI. TERMS AND CONDITIONS OF STOCK OPTIONS AND RESTRICTED STOCK AWARDS OTHER THAN PERFORMANCE- BASED RESTRICTED STOCK AWARDS

6.1        Initial Waiting Period.  No stock option or restricted stock shall vest until the first anniversary of the grant date, unless one of the events set forth in Section 6.4 occurs.

6.2        Vesting.  After the initial waiting period, an employee may exercise a stock option and/or receive distribution of restricted stock to the extent that such awards have vested. Unless otherwise determined by the Committee, in its sole discretion, stock options and restricted stock awards shall vest ratably over four years commencing on the first anniversary of the grant date.

6.3        Cumulative Rights.  The right to exercise any stock option shall be cumulative. That is, an employee may exercise in any given year those unexpired vested stock options he could have exercised in a previous year but did not.

6.4        Accelerated Vesting.  Notwithstanding the foregoing, all stock options and restricted stock awards shall immediately vest and become immediately exercisable or distributable for a period of time set forth in Section 6.8 after one of the following events:

 

  a. Death; or

 

  b. Total disablement; or

 

  c. Retirement, if all of the following conditions are met at the time of termination of employment:

(1)  The employee has reached age 59 1/2; and

(2)  The employee was employed at least fifteen (15) consecutive years with the Company and/or any of its subsidiaries; and

(3)  The Committee, in its sole discretion, approves the accelerated vesting to any extent it desires.

6.5        Expiration.  No stock option may be exercised after six (6) years from the date the stock option becomes one hundred percent (100%) vested.

6.6        Form of Exercise of Stock Options.  Stock options may only be exercised according to the terms and conditions established by the Company and the Committee, consistent with the limits set forth herein, at the time the stock options are granted. Subject to the foregoing terms and conditions, any shares covered by a stock option may be exercised by a notice delivered to the Company or the Company’s agent of intent to exercise the stock option with respect to a specified number of shares of Stock and payment to the Company of the aggregate amount of the stock option exercise price. The payment may be either in cash or in stock of the Company. If stock is used for payment, such stock shall be valued at the closing price of the applicable stock as reported by the Wall Street Journal on the date of exercise.

 

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6.7        Distribution of Restricted Stock.  Restricted stock shall be distributed on the vesting dates according to the vesting schedule set at the time of grant.

6.8        Termination of Stock Option or Restricted Stock.  Stock option and restricted awards shall terminate and expire at the earliest of:

a.   The expiration date set when such stock option or restricted stock was granted; or

b.   Six (6) years after one of the events set forth in Section 6.4; or

c.   Immediately upon termination of employment with the Company or any of its subsidiaries for any reason except if employment is terminated by reason of one of the events set forth in Section 6.4.

6.9        Transferability.  Stock options and restricted stock awards are not transferable and can only be exercised by or distributed to the employee, or in the case of death to the employee’s personal representative subject to Section 6.8.

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