EX-10.02



 EXHIBIT 10.02 
 ITT CORPORATION 
 2011 OMNIBUS INCENTIVE PLAN 

NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Band A) 
 THIS AGREEMENT (the “Agreement”), effective as of the 5th day of March, 2013 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 2011 Omnibus Incentive Plan, as
approved by the Board of Directors on February 23, 2011 and effective May 11, 2011 (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 March 5, 2013, (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
$[    ] 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 March 5, 2023, 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)	 March 5, 2016; 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 March 5, 2023, 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 March 5, 2023, 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 March 5, 2023, 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 March 5, 2023, 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
March 5, 2023, 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. 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. 



  
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 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 March 5, 2023. 

Retirement. For purposes of this Agreement, the term “Retirement” shall mean any termination of the
Grantee’s employment after (A) the date the Grantee attains age 55 and completes 10 or more years of Effective Service (as such term is defined in the new ITT Corporation Retirement Savings Plan for Salaried Employees) or, if earlier,
(B) the date the Grantee attains age 65. 
 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. 



  
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	 	(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 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 Chief Executive Officer and President, or a Vice President,
as of the 5th day of March, 2013. 
  

									
	Agreed to:	 		  	ITT Corporation
			
	                             
                               	 		  	
	Optionee	 		  	
	(Online acceptance constitutes agreement)	  	
					
	Dated:	 	  
	 		 		  	Dated:  March 5, 2013

 Enclosures 

  
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