Exhibit
10.8


 


Employee
Stock Option Agreement


 


This Employee Stock
Option Agreement, dated as of
[              ],
2004, between CDRV Investors, Inc., a Delaware corporation, and the Employee
whose name appears on the signature page hereof, is being entered into pursuant
to the CDRV Investors, Inc. Stock Incentive Plan.  The meaning of
capitalized terms may be found in Section 8.


 


The Company and the
Employee hereby agree as follows:


 


Section 1.                                          
Grant of Options


 


(a)                     
Confirmation of
Grant.  The
Company hereby evidences and confirms, effective as of the date hereof, its
grant to the Employee of Options to purchase the number of Shares specified on
the signature page hereof.  The Options are not intended to be incentive
stock options under the Code.  This Agreement is entered into pursuant to,
and the terms of the Options are subject to, the terms of the Plan.  If
there is any inconsistency between this Agreement and the terms of the Plan,
the terms of the Plan shall govern.


 


(b)                    
Option Price.  Each share covered by an Option
shall have an Option Price of $100.00.


 


Section 2.                                          
Vesting and
Exercisability


 


(a)                     
Except as otherwise
provided in Section 7(a) of this Agreement, the Options shall become
vested in five equal annual installments on each of the first through fifth
anniversaries of the Grant Date, subject to the continuous employment of the
Employee with the Company until the applicable vesting date; provided
that if the Employee’s employment with the Company is terminated in a Special
Termination (i.e., by reason of the Employee’s death or Disability), any
Options held by the Employee shall immediately vest as of the effective date of
such Special Termination.


 


(b)                    
Discretionary
Acceleration. 
The Board, in its sole discretion, may accelerate the vesting or exercisability
of all or a portion of the Options, at any time and from time to time.


 


(c)                     
Exercise.  Once vested in accordance with
the provisions of this Agreement, the Options may be exercised at any time and
from time to time prior to the date such Options terminate pursuant to
Section 3.  Options may only be exercised with respect to full shares
of Common Stock and must be exercised in accordance with Section 4.


 












 


Section 3.                                          
Termination of
Options


 


(a)                     
Normal Termination
Date. 
Unless earlier terminated pursuant to Section 3(b) or Section 7, the
Options shall terminate on the tenth anniversary of the Grant Date (the “Normal
Termination Date”), if not exercised prior to such date.


 


(b)                    
Early Termination.  If the Employee’s employment with
the Company terminates for any reason, any Options held by the Employee that
have not vested before the effective date of such termination of employment or
that do not become vested on such date in accordance with Section 2 shall
terminate immediately upon such termination of employment and, if the
Employee’s employment is terminated for Cause, all Options (whether or not then
vested or exercisable) shall automatically terminate immediately upon such
termination.  All vested Options held by the Employee following the
effective date of a termination of employment (the “Covered Options”)
shall remain exercisable until the first to occur of (i) the 60th
day following the effective date of the Employee’s termination of employment
(the 180th day in the case of a Special Termination and a retirement from
active service on or after the Employee reaches normal retirement age), (ii)
the Normal Termination Date or (iii) the cancellation of the Options
pursuant to Section 7(a), and if not exercised within such period the
Options shall automatically terminate upon the expiration of such period.


 


Section 4.                                          
Manner of Exercise.


 


(a)                     
General.  Subject to such reasonable
administrative regulations as the Board may adopt from time to time, the
Employee may exercise vested Options by giving at least 15 business days prior
written notice to the Secretary of the Company specifying the proposed date on
which the Employee desires to exercise a vested Option (the “Exercise Date”),
number of whole shares with respect to which the Options are being exercised
(the “Exercise Shares”) and the aggregate Option Price for such Exercise
Shares (the “Exercise Price”); provided that following a Public
Offering notice may be given within such lesser period as the Board may
permit.  On or before any Exercise Date that occurs prior to a Public
Offering, the Company and the Employee shall enter into an Employee Stock
Subscription Agreement.  Unless otherwise determined by the Board, and
subject to such other terms, representations and warranties as may be provided
for in the Employee Stock Subscription Agreement, (i) on or before the
Exercise Date the Employee shall deliver to the Company full payment for the
Exercise Shares in United States dollars in cash, or cash


 


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equivalents satisfactory to the Company, in an amount
equal to the Exercise Price plus any required withholding taxes or other
similar taxes, charges or fees and (ii) the Company shall register the issuance
of the Exercise Shares on its records (or direct such issuance to be registered
by the Company’s transfer agent).  The Company may require the Employee to
furnish or execute such other documents as the Company shall reasonably deem
necessary (i) to evidence such exercise, (ii) to
determine whether registration is then required under the Securities Act or
other applicable law or (iii) to comply with or satisfy the
requirements of the Securities Act, applicable state or non-U.S. securities
laws or any other law.  The right of the Company and the Investor to
purchase Covered Options following a termination of employment pursuant to
Section 5 shall supercede any attempted exercise following a termination
of employment.


 


(b)                    
Restrictions on
Exercise. 
Notwithstanding any other provision of this Agreement, the Options may not be
exercised in whole or in part, and no certificates representing Exercise Shares
shall be delivered, (i) (A) unless all requisite approvals
and consents of any governmental authority of any kind shall have been secured,
(B) unless the purchase of the Exercise Shares shall be exempt from
registration under applicable U.S. federal and state securities laws, and
applicable non-U.S. securities laws, or the Exercise Shares shall have been
registered under such laws, and (C) unless all applicable U.S.
federal, state and local and non-U.S. tax withholding requirements shall have
been satisfied or (ii) if such exercise would result in a violation
of the terms or provisions of or a default or an event of default under, any of
the Financing Agreements.  The Company shall on its commercially
reasonable efforts to obtain any consents or approvals referred to in clause
(i) (A) of the preceding sentence, but shall otherwise have no obligations to
take any steps to prevent or remove impediment to exercise described in such
sentence.


 


Section 5.                                          
Repurchase of
Options on Termination of Employment.


 


(a)                     
Rights of the
Company and the Investor.  If the Employee’s employment with the Company terminates for
any reason prior to a Public Offering, the Company may elect to purchase all or
portion of the Covered Options by written notice to the Employee delivered at
any time on or before the 40th day after the Determination Date (the
“First Purchase Period”).  The Investor may elect to purchase all
or any portion of the Covered Options that the Company has not elected to
purchase by written notice to the Employee delivered at any time on or before
the 60th day after the Determination Date.


 


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(b)                    
Purchase Price.  The purchase price pursuant to
this Section 5 shall equal the excess, if any, of  (i) the
aggregate Fair Market Value as of the Determination Date of the Shares subject
to Covered Options being purchased over (ii) the aggregate Option
Price for such Covered Options (the “Purchase Price”).


 


(c)                     
Closing of
Purchase; Payment of Purchase Price.  Subject to Section 5(f), the closing of a
purchase pursuant to this Section 5 shall take place at the principal
office of the Company no later than the 90th day following the
Determination Date.  At the closing, (i) the Company or the
Investor, as the case may be, shall, subject to Section 5(d), pay the
Purchase Price to the Employee and (ii) the Employee shall deliver to
the Company such instruments effectuating such purchase as the Company or the
Investor, as the case may be, shall reasonably request.  Notwithstanding
the foregoing, if the Determination Date occurs during the first or last fiscal
quarter of any fiscal year, the Company or the Investor, as the case may be,
may elect to pay the Purchase Price in two installments, as follows:  (i)
at the closing the Company or the Investor, as the case may be, shall pay to
the Employee an amount (the “First Installment Amount”) equal to at
least 80% of the excess of (A) the aggregate Fair Market Value of the
shares covered by the Covered Options being purchased, determined on the basis
of the most recent available annual valuation of the shares over (B) the
aggregate Option Price for such Covered Option, and (ii) no later than
the fifteenth business day following the Board’s next determination of the Fair
Market Value, the Company or the Investor, as the case may be, shall pay the
excess, if any, of the (A) Purchase Price for the Covered Options
calculated using such subsequent determination of Fair Market Value over the
First Installment Amount or, if the First Installment Amount exceeds the
Purchase Price, the Company shall so notify the Employee, who shall promptly
repay any such excess to the Company or the Investor, as the case may be.


 


(d)                    
Application of the
Purchase Price to Certain Loans or Other Obligations.  The Company and the Investor
shall be entitled to apply any amounts otherwise payable pursuant to this
Section 5 to discharge any indebtedness of the Employee to the Company or
any of its Subsidiaries or indebtedness that is guaranteed by the Company or
any of its Subsidiaries or to offset any such amounts against any other
obligations of the Employee to the Company or any of its Subsidiaries.


 


(e)                     
Notice of
Termination. 
Prior to a Public Offering the Company shall give prompt written notice to the
Investor of any termination of the


 


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Employee’s employment with the Company and of the
Company’s decision whether or not to purchase Covered Options pursuant to
Section 5(a).


 


(f)                       
Certain
Restrictions on Repurchases Financing Agreements, etc.  Notwithstanding any other
provision of this Agreement, if the Company elects to purchase Covered Options
and (i) the payment of such purchase price (or the payment of a dividend
by a Subsidiary to the Company to fund such repurchase) would result in a
violation of the terms or provisions of, or result in a default or an event of
default under, any guarantee, financing or security agreement or document
entered into by the Company or any Subsidiary from time to time, (ii) the
payment of such purchase price would violate any of the terms or provisions of
the Certificate of Incorporation of the Company or (iii) the
Company has no funds legally available therefor under the General Corporation
Law of the State of Delaware, the payment of such purchase price will be
postponed and will take place at the first opportunity thereafter when the
Company has funds legally available therefor and when the payment of such
purchase price will not result in any default, event of default or violation
under any of the Financing Agreements or in a violation of any term or
provision of the Certificate of Incorporation of the Company; provided
that the Purchase Price shall be increased by an amount equal to interest on
such Purchase Price for the period during which payment is delayed at a rate
equal to 7% per annum.


 


(g)                    
Right to Exercise
Covered Options. 
The Employee may exercise any Covered Options that neither the Company nor the
Investor has elected to purchase pursuant to this Section 5; provided
that the Employee must exercise such Covered Options prior to the date such
Options terminate pursuant to Section 3(b) (which, in light of the 15
business day notice period of Section 4(a) may require the Employee to
give notice of exercise prior to the expiration of the periods during which the
Company and the Investor may elect to purchase Covered Options pursuant to
Section 5(a)).


 


(h)                    
Public Offering.  The provisions of this
Section 5 shall terminate upon a Public Offering, except with respect to
any payment that has been postponed pursuant to Section 5(f).


 


Section 6.                                          
Employee’s
Representations; Investment Intention.  The Employee represents and warrants that the
Options have been, and any Exercise Shares will be, acquired by the Employee
solely for the Employee’s own account for investment and not with a view to or
for sale in connection with any distribution thereof.  The Employee
represents and warrants that the Employee understands that, prior to a Public
Offering, none of the Exercise Shares may be transferred, sold, pledged,
hypothecated or otherwise disposed of unless the


 


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provisions of the relatedEmployee Stock Subscription
Agreement shall have been complied with or have expired.


 


Section 7.                                          
Change in Control.


 


(a)                     
Vesting and
Cancellation. 
Except as otherwise provided in this  Section 7(a), in the event of a
Change in Control, all then-outstanding Options (whether vested or unvested)
shall be canceled in exchange for a payment having a value equal to the excess,
if any, of (i) the product of the Change in Control Price multiplied by
the aggregate number of shares covered by all such Options immediately prior to
the Change in Control over (ii) the aggregate Option Price for all such
shares, to be paid as soon as reasonably practicable, but in no event later
than 30 days following the Change in Control.


 


(b)                    
Alternative Award.  Notwithstanding
Section 7(a), no cancellation, termination, or settlement or other payment
shall occur with respect to any Option if the Board reasonably determines prior
to the Change in Control that the Employee shall receive an Alternative Award
meeting the requirements of the Plan.


 


(c)                     
Limitation of
Benefits. 
If, whether as a result of accelerated vesting, the grant of an Alternative
Award or otherwise, the Employee would receive any payment, deemed payment or
other benefit as a result of the operation of Section 7(a) or
Section 7(b) that, together with any other payment, deemed payment or
other benefit the Employee may receive under any other plan, program, policy or
arrangement, would constitute an “excess parachute payment” under
section 280G of the Code, then, notwithstanding anything in this Section 7
to the contrary, the payments, deemed payments or other benefits such Employee
would otherwise receive under Section 7(a) or Section 7(b) shall be
reduced to the extent necessary to eliminate any such excess parachute payment
and such Employee shall have no further rights or claims with respect
thereto.  If the preceding sentence would result in a reduction of the
payments, deemed payments or other benefits the Employee would otherwise
receive on an after-tax basis by more than 5%, the Company will use its commercially
reasonable best efforts to seek the approval of the Company’s shareholders in
the manner provided for in section 280G(b)(5) of the Code and the
regulations thereunder with respect to such reduced payments or other benefits
(if the Company is eligible to do so), so that such payments would not be
treated as “parachute payments” for these purposes (and therefore would cease
to be subject to reduction pursuant to this Section 7(c)).


 


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Section 8.                                          
Certain
Definitions. 
As used in this Agreement, capitalized terms that are not defined herein have
the respective meaning given in the Plan, and the following additional terms
shall have the following meanings:


 


“Affiliate” has the meaning given in the Plan.


 


“Alternative Award” has the meaning given in
the Plan.


 


“Company” means CDRV Investors, Inc., provided
that for purposes of determining the status of Employee’s employment with the
“Company,” such term shall include the Company and its Subsidiaries.


 


“Code” means the United States Internal Revenue
Code of 1986, as amended, and any successor thereto.


 


“Common Stock” has the meaning given in the
Plan.


 


“Covered Options” has the meaning given in
Section 3(a).


 


“Determination Date” means the effective date
of the Employee’s termination of employment.


 


“Disability” has the meaning given in the Plan.


 


“Employee” means the grantee of the Options,
whose name is set forth on the signature page of this Agreement; provided
that for purposes of Section 4, Section 5 and Section 9,
following such person’s death “Employee” shall be deemed to include such
person’s beneficiary or estate and follow such Person’s Disability, “Employee
shall be deemed to include such person’s legal representative.


 


“Employee Stock Subscription Agreement” means a
“Stock Subscription Agreement” as defined in the Plan.


 


“Exercise Date” has the meaning given in
Section 4(a).


 


“Exercise Price” the meaning given in
Section 4(a).


 


“Exercise Shares” has the meaning given in
Section 4(a).


 


“Financing Agreements” has the meaning set
forth in Section 5(f) hereof.


 


“First Installment Amount” has the meaning
given in Section 5(c).


 


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“First Purchase Period” has the meaning set
forth in Section 5(a) hereof.


 


“Grant Date” means the date hereof, which is
the date on which the Options are granted to the Employee.


 


“Normal Termination Date” has the meaning given
in Section 3(a).


 


“Option” means the right granted to the
Employee hereunder to purchase one share of Common Stock for a purchase price
equal to the Option Price subject to the terms of this Agreement and the Plan.


 


“Option Price” means, with respect to each
Share covered by an Option, the purchase price specified in Section 1(b)
for which the Employee may purchase such Share upon exercise of an Option.


 


“Plan” means the CDRV Investors, Inc. Stock
Incentive Plan.


 


“Purchase Price” has the meaning set forth in
Section 5(b).


 


“Securities Act” means the United States
Securities Act of 1933, as amended, or any successor statue, and the rules and
regulations thereunder that are in effect at the time, and any reference to a
particular section thereof shall include a reference to the corresponding
section, if any, of such successor statute, and the rules and regulations.


 


“Special Termination” means a termination of
the Employee’s employment as a result of his or her death or Disability.


 


“Subsidiary” has the meaning given in the Plan.


 


Section 9.                                          
Miscellaneous.


 


(a)                     
Withholding.  The Company or one of its
Subsidiaries may require the Employee to remit to the Company an amount in cash
sufficient to satisfy any applicable U.S. federal, state and local and non-U.S.
tax withholding or other similar charges or fees that may arise in connection
with the grant, vesting, exercise or purchase of the Options.


 


(b)                    
Authorization to
Share Personal Data. 
The Employee authorizes any Affiliate of the Company that employs the Employee
or that otherwise has or lawfully obtains personal data relating to the
Employee to divulge such personal data to the Company if and to the extent
appropriate in


 


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connection with this Agreement or the administration
of the Stock Incentive Plan.


 


(c)                     
No Rights as
Stockholder. 
The Employee shall have no voting or other rights as a stockholder of the
Company with respect to any Shares covered by the Options until the exercise of
the Options and delivery of the Shares.  No adjustment shall be made for
dividends or other rights for which the record date is prior to the delivery of
the Shares.


 


(d)                    
No Right to Continued
Employment.
Nothing in this Agreement shall be deemed to confer on the Employee any right
to continue in the employ of the Company or any Subsidiary, or to interfere
with or limit in any way the right of the Company or any Subsidiary to
terminate such employment at any time.


 


(e)                     
Non-Transferability
of Options. 
The Options may be exercised only by the Employee.  The Options are not
assignable or transferable, in whole or in part, and it may not, directly or
indirectly, be offered, transferred, sold, pledged, assigned, alienated,
hypothecated or otherwise disposed of or encumbered (including, but not limited
to, by gift, operation of law or otherwise) other than by will or by the laws
of descent and distribution to the estate of the Employee upon the Employee’s
death or pursuant to Section 5.


 


(f)                       
Notices.  All notices and other
communications required or permitted to be given under this Agreement shall be
in writing and shall be deemed to have been given if delivered personally or
sent by certified or express mail, return receipt requested, postage prepaid,
or by any recognized international equivalent of such delivery, to the Company,
the Investor or the Employee, as the case may be, at the following addresses or
to such other address as the Company, the Investor or the Employee, as the case
may be, shall specify by notice to the others:


 


(g)                    
Binding Effect;
Benefits. 
This Agreement shall be binding upon and inure to the benefit of the parties to
this Agreement and their respective successors and assigns.  Except as
provided in Section 5 with respect to the Investor, nothing in this
Agreement, express or implied, is intended or shall be construed to give any
person other than the parties to this Agreement or their respective successors
or assigns any legal or equitable right, remedy or claim under or in respect of
any agreement or any provision contained herein.


 


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(h)                    
Waiver; Amendment.


 


(i)            
Waiver.  Any party
hereto or beneficiary hereof may by written notice to the other parties (A) extend
the time for the performance of any of the obligations or other actions of the
other parties under this Agreement, (B) waive compliance with any
of the conditions or covenants of the other parties contained in this Agreement
and (C) waive or modify performance of any of the obligations of
the other parties under this Agreement, provided that any waiver of the
provisions of Section 5 or this Section 9(g) must be consented to in
writing by the Investor.  Except as provided in the preceding sentence, no
action taken pursuant to this Agreement, including, without limitation, any
investigation by or on behalf of any party or beneficiary, shall be deemed to
constitute a waiver by the party or beneficiary taking such action of
compliance with any representations, warranties, covenants or agreements
contained herein.  The waiver by any party hereto or beneficiary hereof of
a breach of any provision of this Agreement shall not operate or be construed
as a waiver of any preceding or succeeding breach and no failure by a party or
beneficiary to exercise any right or privilege hereunder shall be deemed a
waiver of such party’s or beneficiary’s rights or privileges hereunder or shall
be deemed a waiver of such party’s or beneficiary’s rights to exercise the same
at any subsequent time or times hereunder.


 


(ii)         
Amendment.  This Agreement
may not be amended, modified or supplemented orally, but only by a written
instrument executed by the Employee and the Company, provided that any
amendment, modification or supplement that adversely affects the rights of the
Investor hereunder must be consented to by the Investor.


 


(i)                        
Assignability.  Neither this Agreement nor any
right, remedy, obligation or liability arising hereunder or by reason hereof
shall be assignable by the Company or the Employee without the prior written
consent of the other parties and the Investor; provided that the
Investor may assign from time to time all or any portion of its rights under
Section 5 to one or more persons or other entities designated by it.


 


(j)                        
Applicable Law.  This Agreement shall be governed
in all respects, including, but not limited to, as to validity, interpretation
and effect, by the internal laws of the State of New York, without reference to


 


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principles of conflict of law that would require application
of the law of another jurisdiction.


 


(k)                     
Section and
Other Headings, etc. 
The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


 


(l)                        
Section and
Other Headings, etc. 
The section and other headings contained in this Agreement are for
reference purposes only and shall not affect the meaning or interpretation of
this Agreement.


 


(m)                  
Counterparts.  This Agreement may be executed in
any number of counterparts, each of which shall be deemed to be an original and
all of which together shall constitute one and the same instrument.


 


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IN WITNESS WHEREOF, the
Company and the Employee have executed this Agreement as of the date first
above written.


 


	
   

  	
  CDRV INVESTORS, INC.

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  	
  Title:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  THE EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
   

  	
  «Name»

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
  as Attorney-in-Fact

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  Address of the
  Employee:

  
	
   

  	
   

  
	
   

  	
  «Address»

  
	
   

  	
   

  
	
   

  	
   

  
	
  Total Number of Shares

  for the Purchase of

  Which

  Options have been

  Granted

  	
  «Options» Shares

  



 


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