Exhibit 10.6


 


CF INDUSTRIES HOLDINGS, INC.


 


2009 EQUITY AND INCENTIVE PLAN


 


NON-QUALIFIED STOCK OPTION AWARD AGREEMENT


 


Capitalized terms used but
not otherwise defined herein shall have the meaning ascribed to such terms as
defined in the CF Industries Holdings, Inc. 2009 Equity and Incentive Plan
(the “Plan”).  Please review this
Non-Qualified Stock Option Award Agreement and promptly return a signed copy to
Wendy Jablow Spertus in order to render the grant effective.


 


1.                                     NOTICE OF STOCK OPTION GRANT


 


[Name]


 


You (the “Optionee”) have
been granted an option to purchase shares of the Company’s Stock, subject to
the terms and conditions of the Plan and this Award Agreement, as follows:


 


	
  Date
  of Grant

  	
   

  	
  [Date]

  
	
  Exercise
  Price per Share

  	
   

  	
  [Price]

  
	
  Number
  of Shares Subject to the Option

  	
   

  	
  [#
  Shares]

  
	
  Type
  of Option

  	
   

  	
  Non-Qualified
  Option (NQSO)

  
	
  Term/Expiration
  Date

  	
   

  	
  Tenth
  anniversary of the Date of Grant, unless earlier terminated as provided in
  the Plan and/or this Award Agreement

  



 


Vesting Schedule:


 


Subject to accelerated vesting upon a Change in Control or otherwise as
set forth herein or in the Plan, this Option may be exercised, in whole or in
part, in accordance with the following schedule (the “Vesting Schedule”):


 


[Vesting Terms]


 


2.                                     AGREEMENT


 


a.                                       Grant of Option.


 


The Company hereby grants to
the Optionee an Option to purchase the number of shares of Stock at the
exercise price per share set forth in Section 1 


 

















 


(the “Exercise Price”),
subject to the terms and conditions of the Plan, which is incorporated herein
by reference. This Option shall not be treated as an incentive stock
option within the meaning of Section 422(b) of the Code.


 


b.                                      Exercise of Option.


 


(a)           Right
to Exercise. This Option is exercisable during its term in accordance with
the Vesting Schedule and the applicable provisions of the Plan and this Award
Agreement.  Unless otherwise determined
by the Committee, this Option shall only become exercisable on the dates set
forth in the Vesting Schedule.


 


(b)           Method
of Exercise. This Option is exercisable by delivery of an option exercise
notice, in the form specified by the Company (the “Exercise Notice”), which will
be provided to the Optionee separately by the Plan’s administrator.  The
Exercise Notice shall be accompanied by payment of the aggregate exercise price
for all shares of Stock for which the Option is being exercised (“Exercised
Shares”).  This Option shall be deemed to
be exercised upon receipt by the Company of such fully executed Exercise Notice
accompanied by such aggregate exercise price.


 


(c)           Method
of Payment.


 


Payment of the aggregate
Exercise Price of the Exercised Shares shall be by any of the following, or a
combination thereof, at the election of the Optionee:


 


(i)            cash;
or


 


(ii)           delivery
of shares of Stock previously owned by the Optionee (for a period of at least
six months) having a Fair Market Value equal to or less than the aggregate
exercise price for such Exercised Shares; or


 


(iii)          under
a “broker cashless exercise” program implemented by the Company in connection with
the Plan; or


 


(iv)          the
Optionee’s written authorization for the Company to withhold shares of
Exercised Shares having a Fair Market Value equal to or less than the aggregate
exercise price for such Exercised Shares.


 


c.                                       Withholding.


 


The Company or a Subsidiary
shall withhold all applicable taxes or other amounts required by law from all
amounts paid or delivered in respect of the Option.  The Optionee may satisfy the withholding
obligation by paying the amount of any taxes in cash or, shares may be withheld
from the Exercised Shares to satisfy 


 


2

















 


the obligation in full or in
part.  The amount of the tax withholding
and the number of shares to be withheld shall be determined by the Committee
with reference to the Fair Market Value of the Stock when the withholding is
required to be made.  If shares are
withheld, such shares shall have a Fair Market Value equal to or less than the
minimum statutorily required withholding obligation.


 


d.                                      Non-Transferability of Option.


 


Unless otherwise determined
by the Committee, this Option may not be transferred in any manner otherwise
than by will or by the laws of descent or distribution and may be exercised
during the lifetime of the Optionee only by the Optionee.  The terms of the Plan and this Award
Agreement shall be binding upon the executors, administrators, heirs,
successors and assigns of the Optionee.


 


e.                                       Term of Option/Termination of Employment or Service.


 


(a)           Unexercisable Options. Except as
specifically set forth below, if the Optionee’s employment with the Company is
terminated for any reason, and if the Committee does not determine otherwise,
any portion of the Option that has not become exercisable in accordance with
the Vesting Schedule shall immediately be forfeited and shall terminate.


 


(b)           Termination for Cause. If the Optionee’s
employment with the Company terminates for Cause (as defined below), then the
Option shall immediately terminate, regardless of whether or not it has become
exercisable.


 


(c)           Termination for Death.  If the Optionee dies while in the employment
of the Company, then the outstanding portion of this Option shall become fully
exercisable and Employee’s estate or the person who acquires the Option by will
or the laws of descent and distribution or otherwise, may exercise the Option
for one year following the date of Optionee’s death.  At the end of such period the Option shall
immediately terminate.


 


(d)           Termination for Disability.  If the Optionee’s employment with the Company
terminates as a result of Disability (as defined below), then this Option shall
become fully exercisable and the Optionee, his guardian or estate, as the case
may be, may exercise the Option for one year following the date of Optionee’s
termination of employment.  At the end of
such period the Option shall immediately terminate.


 


(e)           Termination for Retirement.  If the Optionee’s employment with the Company
terminates as a result of Retirement (as defined below), then the Optionee (or
any individual authorized to act on the Optionee’s behalf) may exercise the
Option, to the extent it was exercisable on the date of Optionee’s Retirement,
for four years following such date. At the end of such period the exercisable
portion of the Option shall immediately terminate.


 


3

















 


(f)            Other Terminations.  If
the Optionee’s employment with the Company terminates for any reason other than
those set forth in (b) through (e) above, then the Optionee (or
anyone acting on Optionee’s behalf) may exercise the Option, to the extent it
was exercisable as of the date of Optionee’s termination of employment, for 90
days following the date of Optionee’s termination of employment.  At the end of such period the exercisable
portion of the Option shall immediately terminate.


 


(g)           Employment Relationship.  For purposes of this Award Agreement,
Optionee shall be considered to be in the employment of the Company so long as
Optionee remains as an employee or consultant for either the Company or an affiliate
of the Company or for a corporation (or an affiliate thereof) that assumes or
substitutes a new option for this Option. An Optionee shall not be considered
to be in the employment of the Company if the affiliate which employs the
Optionee ceases to be an affiliate of the Company. Any question as to whether
and when there has been a termination of such employment, and the cause of such
termination, shall be determined by the Committee or its delegate, as
appropriate, and such determination shall be final.  For the avoidance of doubt and solely for
purposes of this Award Agreement, an Optionee who enters into an agreement with
the Company to transition directly from an employment relationship into a
consulting relationship shall not, unless otherwise determined by the
Committee, be deemed to have terminated employment upon such transition from an
employment relationship into a consulting relationship.  In the event of such a transition, the Option
shall continue to be exercisable and eligible to vest in accordance with its
terms, as if no termination had occurred, for so long as such consulting
relationship remains in effect.  The
continued existence of the consulting relationship shall be determined by the
Committee or its delegate and the continued vesting and exercisability of the
Option shall not be construed for any other purpose to mean the Optionee
remains employed with the Company following such transition.


 


(h)           Maximum Term.  Notwithstanding anything to the contrary, the
Option shall in no case be exercisable on or following the expiration date set
forth in Section 1.


 


(i)            Change in Control.  In addition to becoming fully vested upon a
Change in Control, this Option, to the extent outstanding, shall remain
exercisable until the tenth anniversary of the Date of Grant.


 


For
purposes of this Award Agreement:


 


“Cause” shall have the meaning ascribed to such term in the Optionee’s
individual employment, severance or other agreement with the Company or, if the
Optionee is not party to such an agreement, “Cause” shall mean (i) dishonesty
in the performance of the Optionee’s duties and (ii) the Optionee’s
malfeasance or misconduct in connection with the Optionee’s duties or any act
or omission which is injurious to the Company or its Subsidiaries or affiliates,
monetarily or otherwise.


 


4

















 


“Disability” shall have the meaning ascribed to such term in the
Optionee’s individual employment, severance or other agreement with the Company
or, if the Optionee is not party to such an agreement, “Disability” shall mean
Optionee’s inability because of ill health, physical or mental disability, to
perform Optionee’s duties for a period of 180 days in any twelve month period.


 


“Retirement” shall mean the Optionee’s termination of employment, other
than for Cause, death or Disability, following the attainment of the Optionee
of at least age sixty.


 


f.                                         Entire Agreement; Governing Law.


 


The
Plan is incorporated herein by reference. 
The Plan and this Award Agreement constitute the entire agreement of the
parties with respect to the subject matter hereof and supersede in their
entirety all prior undertakings and agreements of the Company and the Optionee
with respect to the subject matter hereof, and may not be modified except by means
of a writing signed by the Company and the Optionee.  If there is a conflict between the terms and
conditions of the Plan and the terms and conditions of this Award Agreement,
the terms and conditions of the Plan shall govern. This Award Agreement is governed
by the internal substantive laws, but not the choice of law rules, of the State
of Delaware.


 


g.                                      No Guarantee of Continued Service.


 


The Optionee acknowledges and agrees that this Award
Agreement, the transactions contemplated hereunder and the Vesting Schedule do
not constitute an express or implied promise of continued engagement as an
employee or as a service provider for any period and shall not interfere with
the Optionee’s right or the Company’s right to terminate the Optionee’s
relationship as an employee or as a service provider at any time, with or
without Cause.


 


	
  *

  	
  *

  	
  *

  	
  *

  	
  *

  



 


By the Optionee’s signature and the signature of the
Company’s representative below, the Optionee and the Company agree that this
Option is granted under and governed by the terms and conditions of the Plan
and this Award Agreement.  The Optionee
has reviewed the Plan and this Award Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Award
Agreement and fully understands all provisions of the Plan and Award
Agreement.  The Optionee hereby agrees to
accept as binding, conclusive and final all decisions or interpretations of the
Committee upon any questions relating to the Plan and Award Agreement.


 


 


	
  OPTIONEE

  	
   

  	
  CF
  INDUSTRIES HOLDINGS, INC.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  



 


5

















 


	
   

  	
   

  	
   

  
	
  Signature

  	
   

  	
  By:
  Wendy Jablow Spertus

  
	
   

  	
   

  	
  Title:
  Vice President, Human Resources

  



 


6