Form of 2004 Grant Acceptance Agreement relating to stock option grants



 Exhibit 10.11 
  

			
	

	 	 Grant Acceptance Agreement
  
  
 Prudential Financial, Inc.
 Executive Stock Option Program
 Grant Acceptance
Agreement
  
 (for executives subject to the reporting requirements under
Section 16(a) of the U.S. Securities Exchange Act of 1934)
  
 (Insert Name
of Employee)
 (Equity Edge Account ID#)
  
 February 10, 2004
  
 You have been granted Xxx options (each an “option”) to purchase Xxx shares of Prudential Financial, Inc. Common Stock (“shares”).
  
 Vesting:
  
 Xx options on February 10, 2005
 Xx options on
February 10, 2006
 Xx options on February 10, 2007
  
 Grant price: $XX.XX per share
 Expiration: February 10, 2014
  
 (the tenth anniversary of
the grant date)
  
 See the brochure entitled 2004 Long-Term Incentive
Program—Performance Shares and Stock Options (“brochure”) for more information about this grant. This Agreement and the brochure are subject to the terms, conditions and restrictions contained in the Prudential Financial, Inc.
Stock Option Plan (“Plan”) document. This is not a substitute for the official Plan document, which governs the operation of the Plan. Also, this is not a stock certificate or negotiable instrument.
  
 Your eligibility for the 2004 Long-Term Incentive Program (“Program”), the benefits
provided by this Program and all other terms and conditions of the Program and any grant of stock options will be determined pursuant to and are governed by the provisions of the Plan document. If there is any discrepancy between the information in
this grant or in the brochure or if there is a conflict between information discussed by Prudential Financial, Inc. (“Prudential”) associates and the actual Plan document, the Plan document, as interpreted by the Plan administrator in its
sole discretion, will always govern.
  
 Nothing contained in this grant or the
brochure is intended to constitute or create a contract of employment nor shall it constitute or create the right to remain associated with or in the employ of Prudential for any particular period of time. Employment with Prudential is employment at
will, which means that either you or Prudential may terminate the employment relationship at any time, with or without cause or notice.
  
 These stock options are neither transferrable nor assignable.
  
  
  
  
 











 1. Exercise Methods 
  
 Cash Exercise – lets you receive stock, after paying the grant price, applicable taxes and fees, in cash. 
  
 Same Day Sale - lets you receive cash, after paying the grant price, applicable taxes
and fees, without paying cash out of your pocket. 
  
 Sell to Cover –
lets you exercise your options and receive stock after paying the grant price, applicable taxes and fees, without paying cash out of your pocket. 
  
 2. Taxes 
  
 Prudential/your employer shall have the right to deduct and report taxes (federal, state, local or social insurance taxes) or other obligations required to be withheld by law on options from any stock or cash payments
or distributions made to you. Prudential/your employer may defer issuance of shares upon the exercise of any options until such withholding is satisfied. You will be fully responsible for satisfying your tax responsibility, if any. 
  
 3. Option Term 
  
 You will have until February 10, 2014 (the tenth anniversary of the grant date) to exercise your options, unless your employment ends
during the option term. See the brochure for more information on the Plan terms regarding the effect termination of employment will have on your options. 
  
 4. Value of Options 
  
 Prudential makes no representation as to the value of these options or whether you will be able to realize any profit out of them. 
  
 5. Covenant Not to Solicit 
  
 (a) Restrictions During Employment. You agree that during your employment with Prudential or any of its direct or indirect subsidiaries (the “Company
Group”), you shall not, other than on behalf of any member of the Company Group, or as may otherwise be required in connection with the performance of your duties on behalf of any member of the Company Group, solicit or induce, either directly
or indirectly, or take any action to assist any entity, either directly or indirectly, in soliciting or inducing any employee of the Company Group (other than your administrative assistant) to leave the employ of the Company Group (“Induce
Departures”). 
  
 (b) Restrictions Upon Termination of Employment. You
agree that, in the event of your termination of employment by Prudential or any member of the Company Group as a result of an approved retirement or involuntary termination for any reason other than for Cause (as such term is defined under the
Plan), in order for the standard provisions of the Plan, including any accelerated vesting, to apply, you must execute a Separation Agreement and General Release, in a form and with such terms and conditions satisfactory to Prudential. You further
agree and acknowledge that, in the event that you fail to execute a Separation Agreement and General Release in a manner satisfactory to the Committee as of the date set forth by Prudential in such Agreement, any outstanding Awards will be forfeited
as of such date. 
  
 (c) Post-Employment Restrictions. You agree that for a
period of one year after the termination of your employment with each member of the Company Group for any reason, you shall not Induce Departures or hire or employ, or assist in the hire or employment of, either directly or indirectly, any
individual (other than your administrative assistant) whose employment by the Company Group ended within sixty (60) days preceding that individual’s hire or employment by you or your successor employer. 
  
 (d) Restrictions Separable and Divisible. You hereby acknowledge that you understand
the restrictions imposed upon you by Subsections 5(a), 5(b) and 5(c) of this Agreement. You and Prudential understand and intend that each such restriction agreed to by you will be construed as separable and divisible from every other restriction,
and that the unenforceability, in whole or in part, of any restriction will not affect the enforceability of the remaining restrictions and that one or more of all of such restrictions may be enforced in whole or in part as the circumstances
warrant. No waiver of any one breach of the restrictions contained herein will be deemed a waiver of any other breach. 
  
 (e) Remedies. You agree that the covenants in Subsections 5(a) and 5(c) and the requirements of Subsection 5(b) are fair, reasonable and necessary and are
reasonably required for the protection of Prudential and any other member of the Company Group. You also agree and acknowledge that the amount of damages that would derive from the breach of these covenants is not readily ascertainable and that the
covenant contained herein is a significant portion of the consideration that you are conveying or have conveyed to Prudential in consideration of the grant of the option evidenced by this Grant Acceptance Agreement (“Agreement”).
Accordingly, you agree that, in the event that you breach any of the covenants set forth in Subsections 5(a) and 5(c), (i) all unvested and all vested and unexercised options granted to you under this Agreement shall be cancelled and
(ii) you shall disgorge to Prudential Prudential Financial, Inc. Common Stock (rounded to the nearest whole share) equal in value (using the current Fair Market Value of Prudential Financial, Inc. Common Stock as defined in the Plan, on the
date the letter of notification of breach is dated) to the profit that you realized from the exercise of any portion of this option occurring (x) in the case of any breach occurring while you are an employee of the Company Group, within 12
months before the date of such breach or at any time after the date of such breach or (y) in the case of a breach occurring after the termination of your employment, within 6 months before the date on which your employment with the Company
Group terminates or at any time after the date of such termination of employment. For the avoidance of doubt, the profit referred to in the preceding sentence shall be equal to the sums (determined separately for each exercise of any portion of the
option occurring within the applicable period established pursuant to such sentence) of (i) (A) the Fair Market Value (as defined in the Plan) of a share of Common Stock on the date of exercise, in the case of a cash exercise, or the price
at which shares of Common Stock are sold, in the case of a cashless exercise, minus (B) the per share exercise price of the option, times (ii) the number of shares of Common Stock acquired upon such exercise of the option. You shall pay
any such amount (in the form of Prudential Financial, Inc. Common Stock) to Prudential within five (5) business days of the date Prudential notifies you that a breach of the provisions of this Section 5 has occurred. If payment is not made
within such period, any subsequent payment shall be made with interest at a rate equal to the prime rate as reported in The Wall Street Journal (Eastern Edition) on the date on which notice of your breach is sent to you by Prudential, plus 2
percent. Interest payments shall be made in the form of cash only. You also acknowledge that, in the event you breach any part of this Section, the damages to Prudential would be irreparable. Therefore, in addition to monetary damages and/or
reasonable attorney’s fees, Prudential shall have the right to seek injunctive and/or other equitable relief in any court of competent jurisdiction to enforce this covenant. Further, you consent to the issuance of a temporary restraining order
to maintain the status quo pending the outcome of any proceeding. 
  
 6.
Agreement to Retain Shares 
  
 You agree to retain ownership of 50% of the
net shares (after payment of the applicable exercise price, if any, applicable fees and applicable taxes) of Common Stock of the Company (“Shares”) acquired upon exercise of any of these options. You also agree to hold all Shares retained
pursuant to the preceding sentence until the later of (i) one year following the date of acquisition of such Shares or (ii) the date that you have satisfied the share ownership guidelines set forth in the letter from Arthur Ryan dated
April 4, 2002 (the “Guidelines”). Once you have satisfied the holding period set forth in the preceding sentence, you may dispose of any Shares held in excess of the Guidelines. This agreement to retain shares is applicable to this
grant and for as long as you are an insider for purpose of Section 16(a) of the U.S. Securities Exchange Act of 1934. 
  
 7. Governing Law 
  
 The validity, construction and effect of this Agreement and the Plan shall be determined in accordance with the laws of the State of New Jersey without regard to principles of conflict of laws. 
  
 8. Other Terms 
  
 Your participation in the Plan is voluntary. The award of these options does not entitle you to any benefit other than that granted under
the Plan. 
  
 Any benefits granted under the Plan are not deemed compensation
under any Prudential pension plan, welfare plan or any compensation plan or program and shall not be considered as part of such compensation for purposes of calculating pension, bonuses, long-service awards, or in the event of severance, redundancy
or resignation. 
  
 Prudential/your employer will
not be responsible if you do not exercise your options. 
  
 You understand and
accept that the benefits granted under the Plan are entirely at the discretion of Prudential Financial, Inc., and that Prudential Financial, Inc. may modify, amend, suspend or terminate the Plan or any and all of the policies, programs and plans
described in this Agreement in whole or in part, at any time, without notice to you or your consent. 
  
 You understand that you do not have any rights as a stockholder by virtue of the grant of stock options but only with respect to shares of Common Stock actually issued to you in accordance with the terms hereof.

  
 I accept the terms of this Agreement, and acknowledge that I understand
this Agreement and the terms of the Plan. I have received a copy of the Executive Stock Option Program brochure as currently in effect. 
  

					
	  

	  	  

	  	  


	 (Signature)
	  	(Print Name)	  	(Date)                

  
 Please return a signed copy of this
Agreement by April 30, 2004, to Prudential —Stock Options, Attention: Compensation Admin.Team, P.O. Box 4450, The Woodlands, TX 77387-4450. 
  
 Code: US/GAA-B/2004 
 EMPL-D 1356