EX-10.26



 




 EXHIBIT 10.26





BOWNE & CO., INC.




STOCK OPTION AGREEMENT


     
This Stock Option Agreement (this
“Agreement”) is made as
of                     by
Bowne & Co., Inc., a Delaware corporation (the
“Company”),
and                     (the
“Optionee”), whose address is in care of Bowne &
Co., Inc., pursuant to the 1999 Stock Incentive Plan of the
Company (the “Plan”). The terms of the Plan are
incorporated herein by reference, and terms defined in the Plan
have the same meanings in this Agreement unless the context
otherwise requires.



     
Option Grant, Number of Underlying Shares and
Exercise Price. The Company hereby
awards to Optionee an option (the “Option”) to
acquire                     shares
of the Company’s common stock (the “Stock”), at
an exercise price of
$           per
share (the “Exercise Price”), subject to the terms and
conditions set forth in this Agreement and the Plan. The number
of shares subject to the Option, the exercise price, and other
Option terms are subject to adjustment in accordance with the
Plan. The Option is [an incentive stock option under
Section 422 of the Internal Revenue Code to the maximum
extent possible, and any portion that does not so qualify is a
non-qualified stock option] [a non-qualified stock option and
not an incentive stock option under Section 422 of the
Internal Revenue Code].



     
Dates Exercisable and Termination Date.
Optionee may
purchase           %
of the aforesaid shares only on or after
the                     anniversary
of the date hereof, and the
remaining           %
of the aforesaid shares only on or after
the                     anniversary
of the date hereof (except as provided below under the caption
“Optionee’s Agreement to SERP
Modifications”); provided, however, that the Option
will be exercisable immediately upon a Change in Control. In no
event may this Option be exercised
after                     (the
“Termination Date”).



     
Non-Transferability.
The Option shall, during
Optionee’s lifetime, be exercisable only by him or her, and
neither it nor any right hereunder shall be transferable
otherwise than by will or the laws of descent and distribution
or be subject to attachment, execution or other similar process.
In the event of any attempt by Optionee to alienate, assign,
pledge, hypothecate or otherwise dispose of this Option or of
any other right hereunder, except as provided for in the Plan,
or in the event of any levy or any attachment, execution or
similar process upon the rights or interest hereby conferred,
the Committee may terminate this Option by notice to Optionee
and it shall thereupon become null and void.



     
Termination of
Employment. If, prior to the
Termination Date, Optionee shall cease to be employed by the
Company or a subsidiary thereof, otherwise than by reason of
Retirement (as defined herein), disability or death, the Option
shall remain exercisable until the Termination Date or until the
date three months after the date of cessation of employment,
whichever occurs first, to the extent it was exercisable at the
time of cessation of employment, whereupon the Option shall
terminate together with all of Optionee’s rights hereunder.



     
If, prior to the Termination Date, Optionee shall
cease to be employed by the Company or a subsidiary thereof by
reason of a Retirement, the Option shall not be forfeited, but
shall remain outstanding until the Termination Date (except as
otherwise limited under the Plan or this Agreement); provided,
however, that any portion of the Option that had not vested and
become exercisable prior to the date of Retirement shall
thereafter become exercisable only at the time as such portion
of the Option would have become both vested and exercisable had
the Optionee’s employment not terminated. For purposes of
this Agreement, “Retirement” or “Retired”
shall mean a termination of Optionee’s employment with the
Company or a subsidiary after Optionee has attained age 65 or
has attained age [55 and five years of service] with the Company
and its subsidiaries, excluding a termination by the Company or
a subsidiary for cause (as determined by the Committee).



     
If, prior to the Termination Date, Optionee shall
cease to be employed by the Company or a subsidiary thereof by
reason of a disability, the Option shall remain exercisable
until the Termination Date or until the date one year after the
date of cessation of employment, whichever occurs first, to the
extent it was exercisable at the time of cessation of
employment, whereupon the Option shall terminate together with
all of Optionee’s rights hereunder. In the event of the
death of Optionee prior to the Termination Date while employed
by the











 




Company or any subsidiary thereof, or thereafter
in the case of an Option exercisable after his cessation of
employment, each Option held by Optionee may be exercised at any
time or from time to time until the earliest of (i) the
Termination Date, (ii), if Optionee had previously Retired or
could have Retired at the time he died while still employed,
until the date three years after the date of his death, or
(iii), if Optionee had not previously Retired and could not have
Retired at the time of his death while still employed, one year
after the date of his death (the effect of this provision is to
extend some Options which otherwise would have terminated three
months after Optionee’s date of cessation of employment).
Such option shall be exercisable during the applicable periods,
by the person or persons to whom Optionee’s rights under
each Option shall pass by will or by the applicable laws of
descent and distribution or pursuant to a valid designation of
beneficiary filed by Optionee with the Committee, but such
Option shall be exercisable only to the extent, if any, that
Optionee was entitled to exercise it on the date of his death.
At the end of such exercisability period, such Option shall
terminate together with all of the rights of the person entitled
to exercise it hereunder.




     
Note: Although the Option terms permit it to
be exercised more than three months after death or Retirement
and more than one year after termination due to disability (in
case of death following such disability), exercise of the Option
in those circumstances will disqualify it as an incentive stock
option. In such case, the Option will constitute a non-qualified
stock option for federal income tax purposes.


     
How to Exercise
Option. Subject to the provisions of
the Plan, this Option may be exercised by written notice to the
Company stating the number of shares with respect to which it is
being exercised and (i) accompanied by payment of the
Option Price by certified or bank cashier’s check payable
to the order of the Company in New York Clearing House funds, or
(ii) if acceptable to the Committee, by surrender or
delivery to the Company of shares of its Stock with a fair
market value (as defined in the Plan) equal to or less than the
Option Price or through a written election of Optionee to have
shares of Stock with fair market value (as defined in the Plan)
equal to or less than the Option Price withheld from the shares
Optionee would otherwise receive, plus delivery of a certified
or bank cashier’s check for any difference. As soon as
practicable after receipt of such notice and payment, the
Company shall, without transfer or issue tax or other incidental
expense to Optionee, deliver to Optionee at the offices of the
Company or such other place as may be mutually acceptable or, at
the election of the Company, by first-class insured mail
addressed to Optionee at his or her address shown in the
employment records of the Company or at the location at which
Optionee is employed by the Company or a subsidiary, a
certificate or certificates for previously unissued shares or
reacquired shares of its Stock, as the Company may elect.



     
Legal Compliance.
The Company may postpone the time of
delivery of certificates of its Stock for such additional time
as the Company shall deem necessary or desirable to enable it to
comply with the registration requirements of the Securities Act
of 1933 or the Securities Exchange Act of 1934 or any Rules or
Regulations of the Securities and Exchange Commission
promulgated thereunder or the requirements of other applicable
laws, including state laws relating to authorization, issuance
or sale of securities.



     
If Optionee fails to accept delivery of the
shares of Stock of the Company upon tender of delivery thereof,
his or her right to exercise this Option with respect to such
undelivered shares may be terminated.



     
[If an Incentive StockOption: Optionee to
Notify Company of Disposition of Shares.
Optionee agrees to notify the Company
in writing, within 30 days, of any disposition (whether by
sale, exchange, gift or otherwise) of shares of Stock acquired
by Optionee pursuant to the exercise of this Option, which
occurs within two years from the date of the granting of this
Option or within one year of the transfer of such shares to
Optionee; provided, however, that this notice obligation will
not apply to any portion of the Option that, at the time of
exercise, is a non-qualified stock option and not an incentive
stock option.]



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IN WITNESS WHEREOF, BOWNE & CO., INC.
has caused this Agreement to be executed by an officer of the
Company thereunto duly authorized and Optionee has executed this
Agreement, as of
the                     .




		
	 	
    BOWNE & CO., INC.
    





			
	 	By: 	




		
	 	
    

	 	
    Officer of the Company
    
	 
	 	
    Optionee:
    







		
	 	
    

	 	
    Optionee Name




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