Exhibit 10.8
ALDERWOODS GROUP, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
(2005 Equity Incentive Plan - Employees)
This AGREEMENT (this "Agreement") is made as of
(the "Date of Grant"), by and between
Alderwoods Group, Inc., a Delaware corporation (the "Company"), and
(the "Optionee").
1.
GRANT OF STOCK OPTION.
SUBJECT TO AND
UPON THE TERMS, CONDITIONS, AND RESTRICTIONS SET FORTH IN THIS AGREEMENT AND IN
THE COMPANY'S 2005 EQUITY INCENTIVE PLAN (THE "PLAN"), THE COMPANY HEREBY GRANTS
TO THE OPTIONEE AS OF THE DATE OF GRANT A STOCK OPTION (THE "OPTION") TO
PURCHASE
COMMON SHARES (THE "OPTIONED SHARES").
THE OPTION MAY BE EXERCISED FROM TIME TO TIME IN ACCORDANCE WITH THE TERMS OF
THIS AGREEMENT.
THE PRICE AT WHICH THE OPTIONED SHARES MAY BE PURCHASED
PURSUANT TO THE OPTION SHALL BE $
, SUBJECT TO ADJUSTMENT
AS HEREINAFTER PROVIDED (THE "OPTION PRICE").
THE OPTION IS INTENDED TO BE A
NONQUALIFIED STOCK OPTION AND SHALL NOT BE TREATED AS AN "INCENTIVE STOCK
OPTION" WITHIN THE MEANING OF THAT TERM UNDER SECTION 422 OF THE CODE, OR ANY
SUCCESSOR PROVISION THERETO.
2.
TERM OF OPTION.
THE TERM OF THE OPTION
SHALL COMMENCE ON THE DATE OF GRANT AND, UNLESS EARLIER TERMINATED IN ACCORDANCE
WITH SECTION 6 HEREOF, SHALL EXPIRE TEN (10) YEARS FROM THE DATE OF GRANT.
3.
RIGHT TO EXERCISE.
(A)
SUBJECT TO SECTION 6 AND SECTION 7 HEREOF,
THE OPTION WILL BE EXERCISABLE FROM TIME TO TIME PRIOR TO THE TENTH ANNIVERSARY
OF THE DATE OF GRANT TO THE EXTENT OF:
(I)
TWENTY-FIVE PERCENT (25%) OF THE OPTIONED SHARES ON EACH OF THE
FIRST TWO ANNIVERSARIES OF THE DATE OF GRANT; AND
(II)
AN ADDITIONAL FIFTY PERCENT (50%) OF THE OPTIONED SHARES ON THE
THIRD ANNIVERSARY OF THE DATE OF GRANT.
(B)
TO THE EXTENT THE OPTION IS EXERCISABLE, IT
MAY BE EXERCISED IN WHOLE OR IN PART.
IN NO EVENT SHALL THE OPTIONEE BE
ENTITLED TO ACQUIRE A FRACTION OF ONE OPTIONED SHARE PURSUANT TO THE OPTION.
THE OPTIONEE SHALL BE ENTITLED TO THE PRIVILEGES OF OWNERSHIP WITH RESPECT TO
OPTIONED SHARES PURCHASED AND DELIVERED TO THE OPTIONEE UPON THE EXERCISE OF ALL
OR PART OF THE OPTION.
(C)
(I) THE OPTIONEE, AT ANY TIME DURING THE
TERM OF THIS OPTION, MAY ELECT IMMEDIATELY PRIOR TO THE EXERCISE OF THIS OPTION
AND (II) THE COMMITTEE, AT THE TIME IMMEDIATELY PRIOR TO THE EXERCISE BY THE
OPTIONEE OF THE OPTION, MAY REQUIRE THAT THE OPTIONEE SO ELECT, TO EXCHANGE THIS
OPTION FOR A TANDEM APPRECIATION
RIGHT.
THE TANDEM APPRECIATION RIGHT WILL ENTITLE THE OPTIONEE TO A NUMBER OF
COMMON SHARES EQUAL IN VALUE TO THE EXCESS OF (A) THE AGGREGATE MARKET VALUE PER
SHARE OF THE OPTION ON THE DATE THE OPTION IS EXCHANGED FOR THE TANDEM
APPRECIATION RIGHT OVER (B) THE AGGREGATE OPTION PRICE.
SUCH AN EXCHANGE WILL
REQUIRE AN IMMEDIATE EXERCISE OF THE TANDEM APPRECIATION RIGHT AND WILL CAUSE
THE IMMEDIATE TERMINATION OF THIS OPTION.
FOR GREATER CERTAINTY, AN EXCHANGE
PURSUANT TO THIS SECTION 3(C) MAY ONLY BE MADE WHEN