exv10w3






Exhibit 10.3




			
	 	 	 
	
	 	Cooper US, Inc.

Nonqualified Stock Option Agreement






	 	 	 	 	 	 	 	 	 

	Granted to:

	 	Grant Date
	 	Number of Shares of Cooper
	 	Option Price
	 	Employee Number
	 

	 	 	 	Industries Ordinary Shares
	 	Per Share	 	 
	 
	 	 	 	 	 	 	 	 
	 

	 	Expiration Date
	 	Division	 	 	 	 





This Agreement is made between Cooper US, Inc., a Delaware corporation, having its principal
office in Houston, Texas (the “Company”), and the undersigned, an employee of the Company or an
Affiliate of the Company (the “Employee”). Unless otherwise defined herein, all capitalized terms
used in this Agreement are as defined in the Cooper Industries plc Amended and Restated Stock
Incentive Plan (the “Plan”). The parties hereto have agreed as follows:



1. Pursuant to the Plan, the Company grants to the Employee a Nonqualified Stock Option (“Option”)
to purchase the above stated number of ordinary shares of Cooper Industries plc, $.01 per share
(the “Shares”), at the price stated above, subject to the following conditions:





	(a)	 	The Option rights are exercisable only if and after the Employee shall have remained in the
employ of the Company or an Affiliate for one year from the date of grant of this Option (the
“Grant Date”). The Option shall become exercisable to the extent of only 33 1/3% of the
aggregate number of Shares above specified, after one year, 66 2/3% after two years, and 100%
after three years from the Grant Date.
	 
	(b)	 	Except as otherwise provided in Sections 2, 3 and 4 below, the
Employee or any permitted transferee of the Option under Section 8 (“Permitted Transferee”), may
exercise the Option rights only if the Employee has remained continuously in the employ of the
Company or an Affiliate from the Grant Date.
	 
	(c)	 	The Option rights shall expire at the end of the period of 7 years commencing with the Grant
Date, or upon such earlier expiration or termination date as may be provided by Sections 2, 3,
4 or 9 hereof and such Option rights shall not be exercisable thereafter.




2. If, after the expiration of one year from the Grant Date, the Employee shall cease to be
employed by the Company or an Affiliate for any reason other than death, disability or Retirement,
the Option rights shall terminate immediately. For purposes of this Agreement, the term
“Retirement,” “Retires” or “Retired” means cessation of employment with the Company at a time when
the Employee is at least 55 years old and has had at least five years of service with the Company
or an Affiliate. If the Employee Retires after the expiration of one year from the Grant Date,
then Option rights shall continue to vest according to the schedule in Section 1(a) above and the
Employee or any Permitted Transferee may exercise the Option rights following such Retirement for a
period of five years after Retirement or until the Expiration Date, whichever is lesser. However,
if an Employee Retires and accepts employment with any competitor of, or otherwise engages in
competition with, the Company, the Management Development and Compensation Committee of the Board
of Directors of Cooper Industries plc (the “Committee”), in its sole discretion, may require such
Employee to forfeit any unexercised Options under this Agreement.



3. If the Employee shall cease employment as the direct result of permanent and total disability
under Cooper’s Group Long-Term Disability Benefit Plan (or such other disability program or plan in
which the Employee participates), then all outstanding options granted to the Employee become
exercisable immediately and the Employee or any Permitted Transferee may exercise such outstanding
options for a period of five years after the cessation of employment resulting from disability or
until the Expiration Date, whichever is lesser, irrespective of any restrictions to the contrary
contained in Section 1(a) above.



4. If the Employee shall die while in the employ of the Company or an Affiliate, or while Retired
with exercisable Options under Section 2, all outstanding options granted to the Employee become
exercisable immediately and the person entitled to exercise such Options under Section 8 may
exercise such outstanding Options for a period of five years after the date of death or until the
Expiration Date, whichever is lesser, irrespective of any restrictions to the contrary contained in
Section 1(a) above.



5. The Option may be exercised by delivering to the Company at its principal executive office
(directed to the attention of the Secretary or Assistant Secretary) a written notice, signed by the
Employee or a Permitted Transferee, as the case may be, of the election to exercise the Option and
stating the number of Shares in respect of which it is then being exercised. The Option shall be
deemed exercised as of the date the Company receives such notice, accompanied by the payment of the
full purchase price of the Shares then to be purchased plus any applicable federal and state taxes.
In the event the Option shall be exercised, as provided herein, by any person other than the
Employee, such notice shall be accompanied by appropriate evidence of the right of such person to
exercise the Option. Payment of the full purchase price may be made in (a) cash, (b) Shares, or (c)
any combination of cash and Shares, provided that any Shares used by the Employee in payment of the
purchase price must have been acquired (whether by purchase, exchange or otherwise) by the Employee
and held for a period of more than six months, and provided further that the Company reserves the
right to prohibit the use of Shares as payment of the purchase price. Shares used in payment of the
purchase price shall be valued at the closing trading price of such Shares on the New York Stock
Exchange or as reported in the consolidated transaction reporting system for the date of exercise.
Payment of any applicable state and federal taxes must be made by the Employee upon exercise of the
Option, even if the Option is exercised by a Permitted Transferee. Upon the proper exercise of the
Option, the Company shall issue in the name of the person exercising the Option, book entry Shares
registered with the transfer agent for Cooper Industries plc. The Employee agrees that as holder of
the Option he or she shall have no rights as shareholder in respect of any of the Shares as to
which the Option shall not have been effectively exercised as herein provided and that no rights as
a shareholder shall arise in respect of any Shares as to which the Option shall have been duly
exercised until and unless book entry Shares shall have been issued.




THIS DOCUMENT CONSTITUTES PART OF A PROSPECTUS COVERING SECURITIES

THAT HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933.




 









 




6. This Option shall not be exercisable if such exercise would violate:



(a) Any applicable state securities law;



(b) Any applicable registration or other requirements under the Securities Act of 1933, as amended
(the “Act”), the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or the listing
requirements of any stock exchange; or



(c) Any applicable legal requirement of any other governmental authority.



Furthermore, if a registration statement with respect to the Shares to be issued upon the exercise
of this Option is not in effect or if counsel for the Company deems it necessary or desirable in
order to avoid possible violation of the Act, the Company may require, as a condition to its
issuance and delivery of certificates for the Shares, the delivery to the Company of a written
statement that the Employee or Permitted Transferee is acquiring such Shares for investment only
and not with a view to, or for resale in connection with, the distribution thereof; that such
person understands that the Shares may be “restricted securities” as defined in Rule 144 issued
under the Act; and that any resale, transfer or other disposition of said Shares will be
accomplished only in compliance with Rule 144, the Act, or other or subsequent applicable rules and
regulations thereunder. The Company may place on the Shares an appropriate legend reflecting the
aforesaid statement and the Company may refuse to permit transfer of such Shares until it has been
furnished evidence satisfactory to it that no violation of the Act or the rules and regulations
thereunder would be involved in such transfer.



7. In consideration of the granting of this Option by the Company, the Employee agrees that he or
she will remain in the employ of the Company or an Affiliate for a period of not less than one year
from the Grant Date unless during said period his or her employment shall be terminated on account
of incapacity or with the consent of the Company or an Affiliate. Nothing herein contained shall
limit or restrict any right which the Company or an Affiliate would otherwise have to terminate the
employment of the Employee.



8. This Option and the Option rights granted hereunder are not assignable or transferable or
subject to any disposition by the Employee otherwise than:



(a) by will or the laws of descent and distribution;



(b) by gift to any trust or estate in which the Employee or the Employee’s spouse or other
immediate relative of the employee has more than a 50% beneficial interest, or to the Employee’s
spouse or other immediate relative of the Employee, provided that any such transfer is permitted
subject to Rule 16b-3 issued pursuant to the Exchange Act as in effect when such transfer occurs;
or



(c) pursuant to a qualified domestic relations order (as defined by the Internal Revenue Code).



In this Agreement, “immediate relative” shall mean any child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, former spouse, sibling, niece, nephew, mother-in-!aw,
father-in-law, son-in-law, daughter-in-law, sister-in-law, brother-in-law, any adoptive
relationship or any person sharing the Employee’s household other than as a tenant or employee. The
transfer of any Option rights under this Section 8 shall not be effective until the Employee has
provided the Company with a written request for the transfer in a form acceptable to the Company
and the Company has approved the transfer in writing. All Option rights transferred under this
Section 8 shall continue to be subject to the terms and conditions of this Agreement and any
Permitted Transferee has only the rights of the Employee contained herein, except that Option
rights may not be
transferred by a Permitted Transferee otherwise than by will or the laws of descent and
distribution.



9. In the event of a reorganization, recapitalization or other change in the capital stock,
corporate structure or business of Cooper Industries plc, the Board of Directors shall make
appropriate adjustments to the number of Shares subject to the Option and the exercise price so as
to maintain the proportionate interest of the Employee and preserve the value of the Option. In the
event of a Change in Control of Cooper Industries plc, outstanding Options shall be settled in
accordance with Section 18 of the Plan.



10. For purposes of this Agreement, employment by a parent, subsidiary of or a successor to the
Company, or an Affiliate of the Company that is participating in the Plan shall be considered
employment by the Company.



11 . The Committee shall have authority, subject to the express provisions of the Plan, to construe
this Agreement and the Plan, to establish, amend and rescind rules and regulations relating to the
Plan, and to make all other determinations in the judgment of said Committee necessary or desirable
for the administration of the Plan. The Committee may correct any defect or supply any omission or
reconcile any inconsistency in the Plan or in this Agreement in the manner and to the extent it
shall deem expedient to carry the Plan into effect. All action by the Committee under the
provisions of this paragraph shall be conclusive for all purposes.



12. In order to exercise any Option rights granted hereunder, the Employee shall execute the
Executive Employment Agreement (the “EEA”), incorporated herein by reference, in which the Employee
agrees to the terms and conditions set forth in the EEA. If the Employee fails to execute the EEA
for any reason, the Employee shall forfeit all Option rights hereunder.



13. Notwithstanding any provisions hereof, this Agreement and the Option granted hereunder shall be
subject to all of the provisions of the Plan as are in effect from time to time, which provisions
are incorporated herein by reference.



14. This Agreement shall be governed and construed in accordance with the laws of the State of
Texas, excluding any conflicts or choice of law rule or principle that might otherwise refer
construction or interpretation of the Agreement to the substantive law of another jurisdiction.



IN WITNESS WHEREOF, the parties hereto have executed this Agreement in duplicate as of the Grant
Date first above written.




Cooper US, Inc.




	 	 	 	 	 

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	Employee Signature
	 	 	 	 
	 

	 	 

	 	 
	Social Security No.
	 	 	 	 
	 

	 	 

	 	 
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