ITT Corporation Form of 2012 Non-Qualified Stock Option (Non-Band A Employees)



 EXHIBIT 10.02 
 ITT CORPORATION 
 2011 OMNIBUS INCENTIVE PLAN 

2012 NON-QUALIFIED STOCK OPTION AWARD AGREEMENT 
 THIS AGREEMENT (the “Agreement”), effective as of the 8th day of March, 2012, 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, (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 8, 2012, (the “Grant Date”) to the Optionee of the option to purchase from the Company all or any part of an aggregate of #,### 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 8, 2022, 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 three installments as follows: 


 

	 	(i)	1/3 of the Option shall vest on March 8, 2013,  

  

	 	(ii)	1/3 of the Option shall vest on March 8, 2014, and 

  

	 	(iii)	1/3 of the Option shall vest on March 8, 2015, 

 Subject to subsections 2(a) and 2(f), to the extent not earlier vested pursuant to paragraphs (i), (ii), and (iii) of this subsection (c), the Option shall vest in full upon 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 8, 2022, 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 8, 2022, or the date three years after the termination of the Optionee’s employment due to death. If all or any portion of 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 8, 2022, or the date five years after the termination of the Optionee’s employment due to Disability. If all or any portion of the Option is not vested at the time of the termination of
the 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 8, 2022, or the date five years after the termination of the Optionee’s employment due to Retirement. If all or any portion of the Option is not vested at the time of the Optionee’s
termination of employment due to Retirement, a prorated portion of the unvested 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 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 vested portion of the Option shall expire on the earlier of
March 8, 2022, or the date three months after the termination of the Optionee’s employment. Any portion of the Option that is not vested (or the entire Option, if no part was vested) as of the date the Optionee’s employment
terminates shall expire immediately on the date of termination of employment, and such unvested portion of the Option (the entire Option, if no portion was vested on the date of termination) 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. 








 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 8, 2022 . 
 Retirement.    For purposes of this Agreement, the term “Retirement” shall mean any termination of the Optionee’s employment after the date the Optionee is eligible to
commence receipt of retirement benefits under the provisions of the ITT Salaried Retirement Plan as in effect prior to October 31, 2011 or an Affiliate Company Retirement Plan, or would have been eligible had Participant been a participant in
such Retirement Plan. Effective as of January 1, 2012, “Retirement” shall mean with respect to an Optionee who was not a member of the ITT Salaried Retirement Plan or an Affiliate Company Retirement Plan immediately prior to
October 31 and who becomes an Optionee on or after January 1, 2012, the termination of employment by such Optionee after the date such Optionee attains age 55 and completes 10 or more years of Service (as such term is defined in the new
ITT Corporation Retirement Savings Plan for Salaried Employees) or attains age 65, if earlier. 

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. 

  

	 	(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 8th day of March, 2012. 
  

							
	Agreed to:	 		  	ITT CORPORATION	  	
		 		  	



	  	
	  
	 		  	  	
	Optionee	 		  	  	
	(Online acceptance constitutes agreement)	  	  	
				
	Dated:
                                    	 		  	Dated: March 8, 2012	  	
				
	Enclosures