Exhibit 10.1
2010 MASTER STOCK INCENTIVE
PLAN
OFFICER STOCK OPTION AWARD AGREEMENT
This Stock Option
Award Agreement (the “Agreement”) is made as of the
date specified in the individual grant summary, by and between
Donaldson Company, Inc., a Delaware corporation (together with its
subsidiaries, “Donaldson”) and the person specified in
the individual grant summary, an employee of Donaldson
(“Employee”).
Donaldson has
adopted the 2010 Master Stock Incentive Plan (the
“Plan”) which permits issuance of stock options for the
purchase of shares of Common Stock of Donaldson. Donaldson is
now granting this option under the Plan and in consideration of the
Employee’s and Donaldson’s covenants in this
Agreement.
1.
Grant of
Option . Donaldson grants the
Employee the right and option (the “Option”) to
purchase all or any part of an aggregate of the number of shares
specified in the grant summary of Donaldson’s Common Stock,
par value $5.00 per share, at the Option purchase price specified
in the grant summary which shall be 100% of the fair market value
of Donaldson’s common stock on the date the award is
granted. The Option shall be subject to the terms and
conditions in this Agreement and in the Plan. A copy of the
Plan will be furnished upon request of the Employee. The date
of grant is the date specified in the individual grant
summary. The Option terminates at the close of business ten
(10) years from the date of grant or at an earlier time period if
specified in this Agreement.
2.
Vesting of
Option Rights . The Option may be exercised
by the Employee under the following schedule except as otherwise
provided in this Agreement. The Option may not be exercised
for a period of one (1) year from the date of grant.
Following that one-year period, the Option vests in equal one-third
increments: one-third of the shares vest on the one-year
anniversary date from the date of grant; one-third of the shares
vest on the two-year anniversary date from the date of grant;
one-third of the shares vest on the three-year anniversary date
from the date of grant. The Option may be exercised as
to any or all of the shares that are vested.
3.
Exercise of Option after Death or Termination of Employment
. The Option shall terminate and may no longer be exercised
if the Employee ceases to be employed by Donaldson, except
that:
(a)
If the
Employee’s employment is terminated for any reason, voluntary
or involuntary, other than for the Employee’s death or
disability (as set forth in Sections 3(b) and 3 (c)) or
normal retirement (as set forth in Section 3(c)), the Employee may
at any time within a period of one (1) month after such termination
exercise the Option to the extent the Option was exercisable by the
Employee on the date of the termination of the Employee’s
employment.
(b)
If the Employee
should die while the Option is still exercisable according to its
terms and the Employee should not have fully exercised the Option,
such Option may be exercised at any time within thirty-six (36)
months after the Employee’s death by the personal
representatives or administrators of the Employee, as applicable,
or by any person or persons to whom the Option is transferred by
will or the applicable laws of descent and distribution, to the
extent of the full number of shares the Employee was entitled to
exercise under the Option on the date of death.
(c)
If employment is
terminated because the Employee has become disabled (within the
meaning of Section 22(e)(3) of the Internal Revenue Code of
1986, as amended (the “Code”)) while in the employ of
Donaldson and the Employee shall not have fully exercised the
Option, such Option may be exercised at any time within thirty-six
(36) months after the Employee’s date of termination of
employment for disability by the Employee, personal representatives
or administrators, or guard