WABCO HOLDINGS INC.
STOCK OPTION GRANT AGREEMENT
FOR NON-U.S. EMPLOYEES
WABCO HOLDINGS INC., a Delaware corporation (“Grantor”), hereby grants to (“Participant”), an employee of Grantor
or one of its subsidiaries, the option to purchase (“Option”), at the exercise price set forth below, a total of shares of
Common Stock, par value $.01 per share (“Common Stock”), of the Grantor, pursuant to and subject to the terms and conditions
set forth in the Grantor’s Omnibus Incentive Plan (the “Plan”) and to such further terms and conditions as are set forth below in
this Stock Option Grant Agreement (the “Agreement). Unless otherwise defined herein, the terms defined in the Plan shall have
the same meanings in this Agreement.
1. Exercise Price . The exercise price applicable to the shares of Common Stock that may be purchased by the Participant
pursuant to the Option is $ per share, representing the Fair Market Value (as defined in the Plan) of the Common Stock on
the date hereof.
2. Non-Qualified Stock Option . The option to purchase shares of Common Stock pursuant to the Option is granted as a “non-
qualified stock option”, within the meaning of the United States Internal Revenue Code of 1986, as amended.
3. Vesting . Participant’s right to purchase shares subject to the Option shall vest in three equal installments on each of the first
three anniversaries of the grant, unless otherwise cancelled pursuant to Section 6 of the Plan or Section 11 of this Agreement.
4. Nature of Grant . In accepting the grant, the Participant acknowledges that:
(a) the Plan is established voluntarily by the Grantor, it is discretionary in nature and it may be modified, amended,
suspended or terminated by the Grantor at any time, unless otherwise provided in the Plan and this Agreement;
(b) the grant of the Option is voluntary and occasional and does not create any contractual or other right to receive future
grants of options, or benefits in lieu of options,