exv10w01






Exhibit 10.01




ITT CORPORATION

2003 EQUITY INCENTIVE PLAN

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Band A)



THIS AGREEMENT (the “Agreement”), effective as of the XX day of [month, year] by and between ITT
Corporation (the “Company”) and name (the “Optionee”), WITNESSETH:



WHEREAS, the Optionee is now employed by the Company or an Affiliate (as defined in the Company’s
2003 Equity Incentive Plan, as amended and restated as of March 1, 2008 (the “Plan”)) as an
employee, and in recognition of the Optionee’s valued services, the Company, through the
Compensation and Personnel Committee of its Board of Directors (the “Committee”), desires to
provide an opportunity for the Optionee to acquire or enlarge stock ownership in the Company,
pursuant to the provisions of the Plan.



NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement and the
provisions of the Plan, a copy of which is attached hereto and incorporated herein as part of this
Agreement, and any administrative rules and regulations related to the Plan as may be adopted by
the Committee, the parties hereto hereby agree as follows:





	1.	 	Grant of Options. In accordance with, and subject to, the terms and conditions of
the Plan and this Agreement, the Company hereby confirms the grant on (month, day, year) (the
“Grant Date”) to the Optionee of the option to purchase from the Company all or any part of
an aggregate of XX,XXX Shares (the “Option”), at the purchase price of $XX.XX per share (the
“Option Price” or “Exercise Price”). The Option shall be a Nonqualified Stock Option.
	 
	2.	 	Terms and Conditions. It is understood and agreed that the Option is subject to the
following terms and conditions:






	 	(a)	 	Expiration Date. The Option shall expire on [month, day, year], or, if the
Optionee’s employment terminates before that date, on the date specified in subsection
(f) below.
	 
	 	(b)	 	Exercise of Option. The Option may not be exercised until it has become vested.
	 
	 	(c)	 	Vesting. Subject to subsections 2(a) and 2(f), the Option shall vest in full
upon the first to occur of the following events:






	 	(i)	 	[month, day, year]; or
	 
	 	(ii)	 	an Acceleration Event (as defined in the Plan).






	 	(d)	 	Payment of Exercise Price. Permissible methods for payment of the Exercise
Price upon exercise of the Option are described in Section 6.6 of the Plan, or, if the
Plan is amended, successor provisions. In addition to the methods of exercise
permitted by Section 6.6 of the Plan, the Optionee may exercise all or part of the
Option by way of (i) broker-assisted cashless exercise in a manner consistent with the
Federal Reserve Board’s Regulation T, unless the Committee determines that such
exercise method is prohibited by law, or (ii) net-settlement, whereby the Optionee
directs the Company to withhold Shares that otherwise would be issued upon exercise of
the Option having an aggregate Fair Market Value on the date of the exercise equal to
the Exercise Price, or the portion thereof being exercised by way of net-settlement
(rounding up to the nearest whole Share).




 









 






	 	(e)	 	Tax Withholding. The Company shall have the power and the right to deduct or
withhold, or require the Optionee to remit to the Company, all applicable federal,
state, and local taxes, domestic or foreign, required by law or regulation to be
withheld with respect to the exercise of the Option. The Optionee may elect to satisfy
the withholding requirement, in whole or in part, by having the Company withhold Shares
that otherwise would be issued upon exercise of the Option, with the number of Shares
withheld having a Fair Market Value on the date the tax is to be determined equal to
the minimum statutory total tax that could be imposed on the transaction (rounding up
to the nearest whole Share). Any such election shall be subject to any restrictions or
limitations that the Committee, in its sole discretion, deems appropriate.
	 
	 	(f)	 	Effect of Termination of Employment.
	 
	 	 	 	If the Optionee’s employment terminates before ([month, day, year]-option expiration
date), the Option shall expire on the date set forth below, as applicable:






	 	(i)	 	Termination due to Death. If the Optionee’s employment is
terminated as a result of the Optionee’s death, the Option shall expire on the
earlier of [month, day, year], or the date three years after the termination of
the Optionee’s employment due to death. If the Option is not vested at the time
of the Optionee’s termination of employment due to death, the Option shall
immediately become 100% vested.
	 
	 	(ii)	 	Termination due to Disability. If the Optionee’s
employment is terminated as a result of the Optionee’s Disability (as defined
below), the Option shall expire on the earlier of [month, day, year], or the date
five years after the termination of the Optionee’s employment due to Disability.
If the Option is not vested at the time of the termination of Optionee’s
employment due to Disability, the Option shall immediately become 100% vested.
	 
	 	(iii)	 	Termination due to Retirement. If the Optionee’s
employment is terminated as a result of the Optionee’s Retirement (as defined
below), the Option shall expire on the earlier of [month, day, year], or the date
five years after the termination of the Optionee’s employment due to Retirement.
If the Option is not vested at the time of the Optionee’s termination of
employment due to Retirement, a prorated portion of the Option shall immediately
vest as of the date of the termination of employment (see “Prorated Vesting Upon
Retirement” below). Any remaining unvested portion of the Option shall expire as
of the date of the termination of the Optionee’s employment. For purposes of
this subsection 2(f)(iii), the Optionee shall be considered employed during any
period in which the Optionee is receiving severance payments (disregarding any
delays required to comply with tax or other requirements), and the date of the
termination of the Optionee’s employment shall be the last day of any such
severance period.
	 
	 	(iv)	 	Cause. If the Optionee’s employment is terminated by the
Company (or an Affiliate, as the case may be) for cause (as determined by the
Committee), the vested and unvested portions of the Option shall expire on the
date of the termination of the Optionee’s employment.
	 
	 	(v)	 	Voluntary Termination or Other Termination by the Company.
If the Option is vested and the Optionee’s employment is terminated by the
Optionee or terminated by the Company (or an Affiliate, as the case may be) for
other than cause (as determined by the Committee), and not because of the
Optionee’s Retirement, Disability, or death, the Option shall expire on the
earlier of [month, day, year], or the date three months after the termination of
the Optionee’s employment. If the Option is not vested on the date the
Optionee’s employment terminates, the Option shall expire immediately in full on
the date of termination of employment, and the Option shall not thereafter be
exercisable.




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	 	 	 	For purposes of this subsection 2(f)(v), the Optionee shall be considered
employed during any period in which the Optionee is receiving severance
payments, and the date of the termination of the Optionee’s employment shall be
the last day of any such severance period.






	 	 	 	Notwithstanding the foregoing, if an Optionee’s employment is terminated on or after
an Acceleration Event (A) by the Company (or an Affiliate, as the case may be) for
other than cause (as determined by the Committee), and not because of the Optionee’s
Retirement, Disability, or death, or (B) by the Optionee because the Optionee in good
faith believed that as a result of such Acceleration Event he or she was unable
effectively to discharge his or her present duties or the duties of the position the
Optionee occupied just prior to the occurrence of such Acceleration Event, the Option
shall in no event expire before the earlier of the date that is 7 months after the
Acceleration Event or [month, day, year].
	 
	 	 	 	Retirement. For purposes of this Agreement, the term “Retirement” shall mean the
termination of the Optionee’s employment if, at the time of such termination, the
Optionee is eligible to commence receipt of retirement benefits under a traditional
formula defined benefit pension plan maintained by the Company or an Affiliate (or
would be eligible to receive such benefits if he or she were a participant in such a
traditional formula defined benefit pension plan).
	 
	 	 	 	Disability. For purposes of this Agreement, the term “Disability” shall mean the
complete and permanent inability of the Optionee to perform all of his or her duties
under the terms of his or her employment, as determined by the Committee upon the
basis of such evidence, including independent medical reports and data, as the
Committee deems appropriate or necessary.
	 
	 	 	 	Prorated Vesting Upon Retirement. The prorated portion of an Option that vests upon
termination of the Optionee’s employment due to the Optionee’s Retirement shall be
determined by multiplying the total number of unvested Shares subject to the Option at
the time of the termination of the Optionee’s employment by a fraction, the numerator
of which is the number of full months the Optionee has been continually employed since
the Grant Date and the denominator of which is 36. For this purpose, full months of
employment shall be based on monthly anniversaries of the Grant Date, not calendar
months.
	 
	 	(g)	 	Compliance with Laws and Regulations. The Option shall not be exercised at any
time when its exercise or the delivery of Shares hereunder would be in violation of any
law, rule, or regulation that the Company may find to be valid and applicable.
	 
	 	(h)	 	Optionee Bound by Plan and Rules. The Optionee hereby acknowledges receipt of a
copy of the Plan and this Agreement and agrees to be bound by the terms and provisions
thereof as amended from time to time. The Optionee agrees to be bound by any rules and
regulations for administering the Plan as may be adopted by the Committee during the
life of the Option. Terms used herein and not otherwise defined shall be as defined in
the Plan.
	 
	 	(i)	 	Governing Law. This Agreement is issued, and the Option evidenced hereby is
granted, in White Plains, New York, and shall be governed and construed in accordance
with the laws of the State of New York, excluding any conflicts or choice of law rule or
principle that might otherwise refer construction or interpretation of this Agreement to
the substantive law of another jurisdiction.




By signing a copy of this Agreement, the Optionee acknowledges that s/he has received a copy
of the Plan, and that s/he has read and understands the Plan and this Agreement and agrees to the
terms and conditions thereof. The Optionee
further acknowledges that the Option awarded pursuant
to this Agreement must be exercised prior to its expiration as set forth herein, that it is the
Optionee’s






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responsibility to exercise the Option within such time period, and that the Company has no further
responsibility to notify the Optionee of the expiration of the exercise period of the Option.



IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its Chairman,
President and Chief Executive Officer, or a Vice President, as of the XX day of [month, year].




	 	 	 

	Agreed to:

	 	ITT Corporation
	 
	 	 
	 

Optionee

	 	 
	(Online acceptance constitutes agreement)
	 	 
	 
	 	 
	Dated:                                         

	 	Dated:   [month, day, year]
	 
	 	 
	Enclosures
	 	 






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