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Document Preview Non-Qualified Stock Option Agreement |
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Title: |
Non-Qualified Stock Option Agreement |
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Entities: |
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Date: |
2006 |
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Size: |
21KB total |
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Price: |
$41 |
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ID: |
#810322 |
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CONSOL Energy Inc.
Equity Incentive Plan
Cover Sheet to
Non-Qualified Stock Option Agreement
Vesting Over Four Years
CONSOL Energy Inc. hereby grants an option to purchase shares of its Common Stock to the optionee named below. The terms and conditions of the option are set forth in this cover sheet and in the attached Nonqualified Stock Option Agreement (together, the Agreement) and in the CONSOL Energy Inc. Equity Incentive Plan (as amended, Plan), the terms of which are incorporated herein by reference. To the extent the terms and conditions set forth on the Agreement differ in any way from the terms set forth in the Plan, the terms of the Plan shall govern.
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Date of Option Grant |
: | , 2006 | ||
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Name of Optionee |
: | fname lname | ||
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Optionees Soc. Sec. No. |
: | socsec | ||
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No. of Shares of Common Stock Covered by Option |
: | options | ||
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Exercise Price Per Share |
: | $ | ||
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Vesting Start Date |
: | , 2006 | ||
By signing this cover sheet, you agree to all of the terms and conditions of the Agreement and the Plan, a copy of which may be obtained from Human Resources.
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Optionee Signature: |
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CONSOL Energy Inc. : |
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| J. Brett Harvey | ||
| President and Chief Executive Officer | ||
CONSOL ENERGY INC.
NONQUALIFIED STOCK OPTION AGREEMENT
1. Nonqualified Stock Option. The Option granted is intended to be a Non-Qualified Stock Option and not an Incentive Stock Option under section 422 of the Internal Revenue Code, as amended (the Code) (capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Plan or the cover sheet to which this Agreement is attached).
2. Vesting. Subject to Section 4 hereof, one-fourth of the Option shall vest and become exercisable as of the first anniversary of the Date of Option Grant (Grant Date) and an additional one-fourth of the Option shall vest and become exercisable on each of the second, third and fourth anniversaries of the Grant Date. For purposes of this Agreement, the term Vested Portion of the Option means that portion which: (i) shall have become exercisable pursuant to the terms of this Agreement; (ii) shall not have been previously exercised; and (iii) shall not have expired, been forfeited or otherwise canceled in accordance with the terms hereof or the Plan. For purposes of this Agreement, the term Non-Vested Portion of the Option means that portion of the Option that is not vested or exercisable and which has not otherwise expired, been forfeited or canceled in accordance with the terms hereof or the Plan.
3. Exercise of Option.
(a) Subject to the provisions of the Plan and this Agreement (including Section 4 hereof), the Optionee may exercise all or any part of the Vested Portion of the Option at any time prior to the tenth anniversary of the Grant Date (the Expiration Date); provided that the Option may be exercised with respect to whole Shares only. In no event shall the Option be exercisable on or after the Expiration Date.
(b) To the extent set forth in subparagraph (a) above, the Option may be exercised by delivering to the Company at its principal office, or to such other location designated by the Company, written notice of intent to exercise. Such notice shall specify the number of Shares for which the Option is being exercised and shall be accompanied by payment in full, or adequate provision therefor, of the aggregate Exercise Price Per Share (Exercise Price), and any applicable withholding tax and fees. The payment of the Exercise Price shall be made: (i) in cash; (ii) by certified check or bank draft payable to the order of the Company; (iii) by personal check payable to the order of the Company; (iv) by tendering Shares, actually or constructively, which have been owned by the Optionee for at least six months (and which are not subject to any pledge or other security interest); or (v) by a combination of the foregoing, provided that the combined value of all cash and cash equivalents and the Fair Market Value of any such Shares so tendered to the Company as of the date of such tender is at least equal to the Exercise Price. The Optionee may elect to pay all or any portion of the Exercise Price by having Shares with a Fair Market Value on the date of exercise equal to the Exercise Price withheld by
the Company or sold by a broker-dealer. Subject to the preceding sentence, the Optionee may elect to sell all Shares to cover Option costs, taxes, and fees, and any remaining funds will be issued to Optionee. The payment of withholding tax shall be subject to Section 8 of this Agreement.
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