ex10n.htm


    Exhibit
10(n)

    


    Stock Option Grant Agreement
- additional terms & conditions

    


    1. Grant of
Options. The Management Development and Compensation Committee of the
Board of Directors ("Committee") of the General Electric Company ("Company") has
granted Options to the individual named in this Grant Agreement ("Grantee").
Each Option entitles the Grantee to purchase from the Company one share of
General Electric Company common stock, par value $0.06 per share, at the Option
Exercise Price in accordance with the terms of this Grant, the GE 2007 Long Term
Incentive Plan ("Plan"), and any rules and procedures adopted by the
Committee.

    


    2. Exercisability
and Expiration Date. Options shall become exercisable only at and after
the Exercisable Dates, and shall expire on the Expiration Date, except as
follows:

    


    a. Employment
Termination Due to Death. If the Grantee's employment with the Company or
any of its affiliates terminates as a result of the Grantee's death, then any
unexercisable Options shall become immediately exercisable, and any unexercised
Options shall expire on the Expiration Date.

    


    b. Employment
Termination Due to Transfer of Business to Successor Employer. If the
Grantee's employment with the Company or any of its affiliates terminates as a
result of employment by a successor employer to which the Company has
transferred a business operation, then any unexercisable Options shall become
immediately exercisable, and any unexercised Options shall expire 5 years after
termination of employment or on the Expiration Date, whichever date occurs
first.

    


    c. Employment
Termination Less Than One Year After Grant Date. If the Grantee's
employment with the Company or any of its affiliates terminates for any reason
other than death or due to transfer to a successor employer before the first
anniversary of the Grant Date, then all unexercised Options, whether or not
exercisable on the date of termination, shall immediately expire upon such
termination.

    


    d. Employment
Termination More Than One Year After Grant Date. If, on or after the
first anniversary of the Grant Date, the Grantee's employment with the Company
or any of its affiliates terminates as a result of any of the reasons set forth
below, or the Grantee becomes eligible to retire, each as defined, then the
Exercisable Dates and Expiration Date shall be automatically adjusted as
provided below (subject to any rules adopted by the Committee):

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (i) Termination
for Retirement or Total Disability. If (a) the Grantee becomes eligible
for Optional Retirement at or after age 60 under the U.S. GE Pension Plan, or
(b) the Grantee is not a participant in the U.S. GE Pension Plan and becomes
eligible to retire under another retirement plan or program of the Company or
any of its affiliates on or after Grantee has attained age 60 and accumulated 5
or more years of combined service with the Company and any of its affiliates, or
(c) the Grantee's employment with the Company or any of its affiliates
terminates as a result of a total disability, i.e., the inability to perform any
job for which the Grantee is reasonably suited by means of education, training
or experience, then any unexercisable Options shall become immediately
exercisable, and any unexercised Options shall expire on the Expiration
Date.

    


    (ii) Voluntary
Termination or Termination for Cause. If the Grantee's employment with
the Company or any of its affiliates terminates as a result of voluntary
termination or termination for cause, then all unexercised Options, whether or
not exercisable on the date of termination, shall immediately
expire.

    (iii) Termination
for Layoff or Plant Closing. If the Grantee's employment with the Company
or any of its affiliates terminates as a result of a layoff or plant closing,
each as defined in the Company's U.S. Layoff Benefit Plan, then Options covered
by the first installment of this Grant shall, if they are not already
exercisable, or Options scheduled to become exercisable during protected service
if applicable, become immediately exercisable and any unexercised Options shall
expire 1 year after the end of any protected service period, or on the
Expiration Date, whichever date occurs first.

    


    (iv) Termination
Due to Other Reasons. If the Grantee's employment with the Company or any
of its affiliates terminates for any other reason, and the Grantee and the
Company have not entered into a written separation agreement explicitly
providing otherwise in accordance with rules and procedures adopted by the
Committee, then no unexercisable Options shall become exercisable and any
unexercised Options which are exercisable on the date of termination shall
expire 3 months after such termination or on the Expiration Date, whichever date
occurs first.

    


    e. Affiliate.
For purposes of this Grant, "affiliate" shall mean (i) any entity that, directly
or indirectly, is owned 50% or more by the Company and thereby deemed under its
control and (ii) any entity in which the Company has a significant equity
interest as determined by the Committee. Transfer of employment among the
Company and any of its affiliates is not a termination of employment for
purposes of this Grant.

    



    
      
         


      

      
        2

        
          

        

      

      
         


      

    


    3.
Method of
Exercise

    


    a. Notice
and Manner of Exercise. The Grantee may exercise some or all of the
Options then exercisable by giving the Company notice of the number of Options
to be exercised either in writing or by such other means as shall be acceptable
to the Company. At or before issuance by the Company of the shares to the
Grantee pursuant to the Option exercise, the Grantee shall make payment of the
Option Exercise Price in U.S. funds, or the equivalent thereof acceptable to the
Company, at the office of the Comptroller of the Company, or such other place as
may be mutually acceptable to the Company and the Grantee.

    


    b. Withholding
Tax. Upon
the exercise of any Option, the Grantee shall pay to or reimburse the Company
for any federal, state, local or foreign taxes required to be withheld and paid
over by it, at such time and upon such terms and conditions as the Company may
prescribe.

    


    c. Delivery. Upon the receipt of all
required payments from the Grantee, the Company thereupon shall, without
additional expense to the Grantee (other than any transfer or issue taxes if the
Company so elects), deliver to the Grantee by mail or otherwise at such place as
the Grantee may request a certificate or certificates for such shares, provided
however, that the date of issuance or delivery may be postponed by the Company
for such period as may be required for it with reasonable diligence to comply
with any applicable listing requirements of any national securities exchange and
requirements under any law or regulation applicable to the issuance or transfer
of such shares.

    


    4. Alteration/Termination.
The Company shall have the right at any time in its sole discretion to amend,
alter, suspend, discontinue or terminate any Options without the consent of the
Grantee. Also, the Options shall be null and void to the extent the grant of
Options or exercise thereof is prohibited under the laws of the country of
residence of the Grantee.

    


    5. Plan
Terms. All terms used in this Grant have the same meaning as given such
terms in the Plan, a copy of which will be furnished upon request.

    


    6. Entire
Agreement. This Grant, the Plan, and the rules and procedures adopted by
the Committee, contain all of the provisions applicable to the Options and no
other statements, documents or practices may modify, waive or alter such
provisions unless expressly set forth in writing, signed by an authorized
Officer of the Company and delivered to the Grantee.

    


    This
document constitutes part of a prospectus covering securities that have been
registered under the Securities Act of 1933, as amended.


    
      
         


      

      
        3