exv10w02







Exhibit 10.02




ITT CORPORATION

2003 EQUITY INCENTIVE PLAN




NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


THIS 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 a member of the Board of Directors (the “Board”) of the Company and,
in recognition of the Optionee’s valued services, the Company desires to provide an opportunity
for the Optionee to acquire or enlarge stock ownership in the Company pursuant to the provisions
of the Company’s 2003 Equity Incentive Plan (the “Plan”);



NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement and
pursuant to 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 Compensation and Personnel Committee of the Board (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] 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 “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 service on the Board terminates before that date, on the date specified in
subsection (e) 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(e), the Option shall vest as
follows:






	 	(i)	 	1/3 of the Option shall vest on [month, day, year],
	 
	 	(ii)	 	1/3 of the Option shall vest on [month, day, year] and
	 
	 	(iii)	 	1/3 of the Option shall vest on [month, day, year];
	 
	 	Subject to subsections 2(a) and 2(e), to the extent not earlier vested pursuant to
paragraphs (i), (ii), and (iii) of this subsection (c), the Option shall vest in full
upon the first to occur of the following events:




 









 






	 	(A)	 	termination of the Optionee’s service on the Board due to
Retirement (as defined below), Disability (as defined below) or death; or
	 
	 	(B)	 	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)	 	Effect of Termination of Board Service.
	 
	 	 	 	If the Optionee’s service on the Board terminates before [month, day, year], the
Option shall expire on the date set forth below, as applicable:






	 	(i)	 	Retirement, Disability or Death. If the Optionee’s service is
terminated as a result of the Optionee’s Retirement, Disability or death, except
as otherwise determined by the Committee, the Option shall expire on the earlier
of [month, day, year] or the date three years after the termination of the
Optionee’s service.
	 
	 	(ii)	 	Cause. If the Optionee’s service on the Board is terminated
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 service.






	 	 	 	Retirement. For purposes of this Agreement, the term “Retirement” shall mean the
termination of the Optionee’s service on the Board for any reason other than death,
Disability or cause (as determined by the Committee).
	 
	 	 	 	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
as a director, as determined by the Committee upon the basis of such evidence,
including independent medical reports and data, as the Committee deems appropriate or
necessary.
	 
	 	 	 	Acceleration Event. Notwithstanding the foregoing, upon the occurrence of an
Acceleration Event (as defined in the Plan), the Option shall be exercisable in full
for a period of 60 calendar days beginning on the date that such Acceleration Event
occurs and ending on the 60th calendar day following that date; provided, however,
that in no event shall the Option be exercisable beyond [month, day, year].




 









 












	 	(f)	 	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.
	 
	 	(g)	 	Optionee Bound by Plan and Rules. Optionee hereby acknowledges receipt of a copy
of the Plan and agrees to be bound by the terms and provisions thereof. 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.




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.



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