Exhibit 10.2



 






EXHIBIT 10.2




TBC CORPORATION




STOCK OPTION




     TBC CORPORATION, a Delaware corporation (the “Company”), hereby grants to _______________
(the “Employee”), effective                     , ___(the “Date of Grant”), as a matter of separate
inducement and agreement in connection with the Employee’s employment by the Company, and not in
lieu of any salary or other compensation for the Employee’s services, an option to purchase ___
shares of Common Stock of the Company, par value $.10 per share (the “Shares”), at a purchase price
of $ ___ per share (the “Option”).



     The Option is being granted under and pursuant to the Company’s 2004 Incentive Plan (the
“Plan”), which is incorporated herein by reference and a copy of which will be provided to the
Employee upon request. The Option is intended to qualify as an Incentive Stock Option (as defined
in the Plan) to the maximum extent provided in Section 6(b)(ii) of the Plan, and the balance (if
any) of the Option shall be treated and taxable as a Nonqualified Stock Option (as defined in the
Plan).



     The Option is granted subject to all the terms and conditions of the Plan, including, but not
limited to, the following:




	1.  	If not earlier terminated as provided hereinafter, the Option shall expire on                     , ___
(the “Expiration Date”), and shall not, under any circumstances, be exercisable after the
Expiration Date.






	2.  	The Option shall not be exercisable within the first twelve months after the Date of Grant.
Thereafter, the Option shall be exercisable for one-third of the Shares (to the nearest whole
Share) on and after the first anniversary of the Date of Grant and an additional one-third of
the Shares (to the nearest whole Share) on or after the second anniversary of the Date of
Grant. On and after the third anniversary of the Date of Grant, the Option may be exercised
as to all or any part of the Shares at any time and from time to time prior to the close of
business on the Expiration Date.






	3.  	The restrictions on exercisability of the Option provided for in Paragraph 2 shall not apply
in the event the Employee ceases to be employed by the Company as a result of retirement on or
after age 65 or earlier in accordance with the Company’s then current retirement policies,
disability, or death, or in the event a Change of Control (as defined in the Plan) of the
Company occurs on or prior to the date the Employee’s employment by the Company is terminated.






	4.  	Except as otherwise provided hereinafter, the Employee shall be entitled to exercise the
Option only if the Employee has been employed by the Company continuously during the period
from the Date of Grant to the date of exercise.






	5.  	In the event the Employee ceases to be employed by the Company for any reason other than
retirement on or after age 65 or earlier in accordance with the Company’s then current
retirement policies, disability, or death, the Employee shall be entitled to exercise the
Option thereafter only for a period of three months following the date of termination




 









 






	    	of employment and only to the extent it was exercisable (after giving effect to Paragraph 3,
if applicable) on that date. Notwithstanding the foregoing, if the Employee dies within
three months after termination of employment, the Option may be exercised thereafter until
the earlier of the Expiration Date or one year after the date of the Employee’s death, but
only to the extent the Option was exercisable (after giving effect to Paragraph 3, if
applicable) on the date of the Employee’s termination of employment.






	6.  	Subject to the provisions of Paragraph 7, if the Employee ceases to be employed by the
Company as a result of retirement on or after age 65 or earlier in accordance with the
Company’s then current retirement policies, disability, or death, the Option may be exercised
thereafter until the earlier of the Expiration Date or five years after the date of the
Employee’s termination of employment. If at the time of the Employee’s retirement, the
Employee is serving as a director of the Company, the five year period set forth in the
preceding sentence shall be measured from the date the Employee ceases service as a director
of the Company.






	7.  	If the Employee ceases to be employed by the Company as a result of retirement on or after
age 65 or earlier in accordance with the Company’s then current retirement policies or as a
result of disability, and thereafter dies within the one year period prior to the date when
the Option would have expired in accordance with the provisions of Paragraph 6, the Option
shall remain outstanding until the earlier of the Expiration Date or one year after the
Employee’s date of death.






	8.  	The Option may not be sold, pledged, assigned, hypothecated, or transferred other than by
will, by the laws of descent and distribution, or by the Employee’s designation, in a writing
delivered to the Company before the Employee’s death, of a beneficiary or beneficiaries to
whom the Employee’s rights in the Option will be transferred upon the Employee’s death. The
Option may be exercised during the lifetime of the Employee only by the Employee. Upon the
Employee’s death, the Option may be exercised, during the respective periods and to the extent
provided above, by the beneficiary or beneficiaries so designated by the Employee or, if there
is no designated beneficiary who survives the Employee, by the person or persons (including
the Employee’s estate) to whom the Employee’s rights under the Option shall have passed by
will or by the laws of descent and distribution.





     IN WITNESS WHEREOF, the Company has caused this instrument to be executed as of the ___day
of                     , ___.



TBC CORPORATION




	 	 	 	 	 
	By

	 	 	 	 
	

	 	 	 	 
	

	 	Name:	 	 
	

	 	Title:	 	 






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I hereby agree to the terms and conditions

under which the foregoing Option is granted

as set forth above and in the Plan.



	 	 	 
	 

	 	 
	Employee
	 	 
	 
	 	 
	 

	 	 
	Date
	 	 






NOTE: It is recommended that, before exercising this Option, you consult counsel (including
counsel for the Company) regarding:





	a.  	income tax aspects, such as the possible applicability of Alternative Minimum Tax, and
	 
	b.  	securities law aspects, such as reporting requirements and possible applicability of the
short swing profits provision.






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