EX-10.29: FORM OF STOCK OPTION CONVERSION AWARD AGREEMENT
Exhibit 10.29
PHH CORPORATION
NON-QUALIFIED STOCK OPTION
CONVERSION AWARD NOTICE
We are pleased to notify you that PHH Corporation (the Company) has awarded you Non-Qualified Stock Options (each an Option or collectively, the Options) in consideration of the conversion of the Non-Qualified Stock Options granted to you by Cendant Corporation on [ORIGINAL GRANT DATE] (the Original Grant Date). The Options entitle you to purchase shares of the Companys Stock. The number of shares you may purchase and the exercise price at which you may purchase them are specified below. This Conversion Award Notice constitutes part of and is subject to the terms and provisions of the attached Non-Qualified Stock Option Conversion Award Agreement (the Agreement) and the Plan. Capitalized terms used but not defined in this Conversion Award Notice shall have the meanings set forth in the Agreement or the Plan.
Optionee: | [Name] [Address] | |
Participant #: | [ ] | |
Conversion Grant Date: | February 1, 2005 | |
Number of Conversion Shares: | [ ] | |
Conversion Exercise Price: | [ ] | |
Expiration Date: | The Options shall expire at 5:00 p.m. Eastern Time on the 10th anniversary of the Original Grant Date, unless fully exercised or terminated earlier. | |
Vesting Schedule: | [Subject to the provisions of the Agreement and the Plan, the Options are 100% vested and fully exercisable as of the Conversion Grant Date.] | |
[Subject to the provisions of the Agreement and the Plan and provided that you remain continuously employed with the Company through the respective vesting dates set forth below, the Options shall become exercisable in accordance with the Vesting Schedule below:] |
Vesting Date | % of Conversion Shares | |||||
[ ] | [ ] |
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We congratulate you on the recognition of your importance to our organization and its future.
PHH CORPORATION | ||||
By: | ||||
Name: | ||||
Title: |
RETAIN THIS NOTIFICATION AND YOUR CONVERSION AWARD AGREEMENT
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PHH CORPORATION
2005 EQUITY AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
CONVERSION AWARD
PHH Corporation, a Maryland corporation (the Company) has granted to the Optionee named in the Conversion Award Notice to which this Non-Qualified Stock Option Conversion Award Agreement (the Agreement) is attached, an award consisting of non-qualified stock options (each an Option, and collectively, the Options), subject to the terms and conditions set forth in the Conversion Award Notice and this Agreement. The Options have been granted pursuant to the PHH Corporation 2005 Equity and Incentive Plan (the Plan).
WHEREAS, in connection with the spin-off of the Company from Cendant Corporation, the Compensation Committee of the Board of Directors of the Company (the Committee) has approved the conversion, and the assumption under the Plan, of non-qualified stock options to purchase shares of Cendant Corporation common stock (the Cendant Options) into non-qualified stock options to purchase shares of the Companys common stock;
WHEREAS, the Committee has the authority under and pursuant to the Plan to grant and establish the terms of awards, including awards in consideration of the cancellation by Cendant Corporation of the Cendant Options, to eligible employees of the Company and its Subsidiaries; and
WHEREAS, the Committee desires to grant non-qualified stock options to the Optionee to represent the conversion of the Cendant Stock Options into non-qualified stock options to purchase the Companys common stock, subject to the terms of the Plan, the Conversion Award Notice, and this Agreement.
In consideration of the provisions contained in this Agreement, the Company and the Optionee agree as follows:
1. The Plan. The Options granted to the Optionee hereunder is made pursuant to the Plan. A copy of the prospectus for the Plan is attached hereto and the terms of such Plan are hereby incorporated in this Agreement. Terms used in this Agreement which are not defined in this Agreement shall have the meanings used or defined in the Plan.
2. Number of Shares and Purchase Price. The Optionee is hereby granted an option (an Option) to purchase the number of shares of Common Stock of the Company specified on the attached Conversion Award Notice (the Option Shares) at the Option Price per Share specified on the Conversion Award Notice, pursuant to the terms of this Agreement and the provisions of the Plan.
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3. Term of Option and Conditions of Exercise.
(a) The Option has been granted as of the Conversion Grant Date and shall terminate on the Expiration Date specified on the Conversion Award Notice, subject to earlier termination as provided herein and in the Plan. Upon the termination or expiration of the Option, all rights of the Optionee in respect of such Option hereunder shall cease.
(b) Subject to the provisions of the Plan and this Agreement, except as may otherwise be provided by the Committee, the Option shall vest in accordance with the Vesting Schedule set forth on the Conversion Award Notice, so long as the Optionee continues to be employed by or provide service to the Company or a Subsidiary; provided, however, that the Option shall become fully vested and exercisable upon the death of the Optionee or the termination of the Optionees employment or service due to the disability (as defined in the Companys long-term disability plan) of the Optionee.
4. Termination of Employment.
(a) Except as may otherwise be provided by the Committee, if the Optionees employment with or service to the Company or a Subsidiary is terminated, the Options that are then unexercisable will terminate immediately upon such termination of employment or service.
(b) Excepts as may otherwise be provided by the Committee, if the Optionees employment with or service to the Company or a Subsidiary is terminated, the Options that are then exercisable will terminate as follows:
(i) If the Optionees employment terminates by reason of such Optionees death or disability (as defined in the Companys long-term disability plan), the Option may be exercised, to the extent vested on the date of termination, by the Optionee, the Optionees legal representative or legatee for a period of two years from the date of death or disability or until the Expiration Date, if earlier.
(ii) If the Optionees employment terminates for any reason other than death or disability, and unless otherwise determined by the Committee, the Option may be exercised, to the extent vested on the date of termination, for a period of one year from the date of termination or until the Expiration Date, if earlier.
5. Exercise of Option.
The Option may only be exercised in accordance with the terms of the Plan and the administrative procedures established by the Committee from time to time. The Optionee may pay the Exercise Price by:
(a) delivery of cash, certified or cashiers check, money order or other cash equivalent acceptable to the Committee in its discretion;
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(b) a broker-assisted cashless exercise procedure satisfactory to the Company;
(c) by tender (via actual delivery or attestation) to the Company of other shares of Common Stock of the Company which have a Fair Market Value on the date of tender equal to the Exercise Price, provided that such shares have been owned by the Optionee for a period of at least six months free of any substantial risk of forfeiture or were purchased on the open market without assistance, direct or indirect, from the Company; or
(d) any combination of the foregoing.
6. Adjustment upon Changes in Capitalization.
The Option is subject to adjustment in the event of certain changes in the capitalization of the Company, to the extent set forth in Section 5 of the Plan.
7. No Rights as a Stockholder. The Optionee shall not have any of the rights of a stockholder with respect to the Option Shares until such Option Shares have been issued to the Optionee upon exercise of the Options. No adjustment will be made for dividends or distributions or other rights for which the record date is prior to the date on which such Option Shares are issued.
8. Nontransferability of Options. These Options are nontransferable otherwise than by will or the laws of descent and distribution and during the Optionees lifetime, the Options may be exercised only by the Optionee or, during the period in which the Optionee is under a legal disability, by the Optionees guardian or legal representative. Except as provided above, the Options may not be assigned, transferred, pledged, hypothecated or disposed of in any way (whether by operation of law or otherwise) and shall not be subject to execution, attachment or similar process.
9. Withholding of Taxes. At the time the Options are exercised, in whole or in part, or at any time thereafter as requested by the Company, you hereby authorize withholding from payroll or any other payment of any kind due to you and otherwise agree to make adequate provision for foreign, federal, state and local taxes required by law to be withheld, if any, which arise in connection with the Options. The Company may require you to make a cash payment to cover any withholding tax obligation as a condition of exercise of the Options or issuance of share certificates representing Option Shares.
The Committee may, in its sole discretion, permit you to satisfy, in whole or in part, any withholding tax obligation which may arise in connection with the Options either by electing to have the Company withhold from the Shares to be issued upon exercise that number of Option Shares, or by electing to deliver to the Company already-owned Shares of Common Stock, in either case having a Fair Market Value equal to the amount necessary to satisfy the statutory minimum withholding amount due.
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10. Amendment. This Agreement may be amended from time to time by the Committee in its discretion; provided, however, that this Agreement may not be modified in a manner that would have a materially adverse effect on the Options or Option Shares as determined in the discretion of the Committee, except as provided in the Plan or in a written agreement signed by the Optionee and the Company.
11. Entire Agreement. This Agreement and the Plan contain all of the understandings and agreements between the Company and the Optionee concerning the Option and supersedes all earlier negotiations and understandings, written or oral, between the parties with respect thereto. The Company and the Optionee have made no promises, agreements, conditions or understandings, either orally or in writing, that are not included in this Agreement or the Plan.
12. Captions. The captions and section numbers appearing in this Agreement are inserted only as a matter of convenience. They do not define, limit, construe or describe the scope or intent of the provisions of this Agreement.
13. Notices. Any notice or communication having to do with this Agreement must be given by personal delivery or by certified mail, return receipt requested, addressed, if to the Company or the Committee, to the attention of the General Counsel of the Company at the principal office of the Company and, if to the Optionee, to the Optionees last known address contained in the personnel records of the Company.
14. Binding Effect. Each and all of the provisions of this Agreement are binding upon and inure to the benefit of the Company and the Optionee and their respective estate, successors and assigns, subject to any limitations on transferability under applicable law or as set forth in the Plan.
15. Blackout Periods. The Optionee acknowledges that, from time to time as determined by the Company in its sole discretion, the Company may establish blackout periods during which this Option may not be exercised. The Company may establish a blackout period for any reason or for no reason.
16. Integrated Agreement. The Conversion Award Notice, this Agreement and the Plan constitute the entire understanding and agreement of the Optionee and the Company with respect to the subject matter contained herein or therein and supersedes any prior agreements, understandings, restrictions, representations, or warranties among the Optionee and the Company with respect to such subject matter other than those as set forth or provided for herein or therein. To the extent contemplated herein or therein, the provisions of the Award Notice and the Agreement shall survive any settlement of the award and shall remain in full force and effect.
17. Governing Law. This Agreement and the legal relations between the parties shall be governed by and construed in accordance with the internal laws of the State of Maryland, without effect to the conflicts of laws principles thereof.
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18. Authority. The Committee shall have full authority to interpret and construe the terms of the Plan, the Award Notice, and this Agreement. The determination of the Committee as to any such matter of interpretation or construction shall be final, binding and conclusive on all parties.
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