2003 EQUITY INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (Non Band A)
THIS AGREEMENT (the “Agreement”), effective as of the XX day of ___, 20XX, by and between ITT
Corporation (the “Company”) and name (the “Optionee”), WITNESSETH:
WHEREAS, the Optionee is now employed by the Company or an Affiliate (as defined in the Company’s 2003
Equity Incentive Plan, as amended and restated as of March 1, 2008 (the “Plan”)) as an employee, and in
recognition of the Optionee’s valued services, the Company, through the Compensation and Personnel
Committee of its Board of Directors (the “Committee”), desires to provide an opportunity for the Optionee to
acquire or enlarge stock ownership in the Company, pursuant to the provisions of the Plan.
NOW, THEREFORE, in consideration of the terms and conditions set forth in this Agreement and the provisions
of the Plan, a copy of which is attached hereto and incorporated herein as part of this Agreement, and any
administrative rules and regulations related to the Plan as may be adopted by the Committee, the parties hereto
hereby agree as follows:
2009 Option Agreement-Final-DLB03-09 General-Filed
1. Grant of Options . In accordance with, and subject to, the terms and conditions of the Plan and this
Agreement, the Company hereby confirms the grant on (month, day, year) (the “Grant Date”) to the
Optionee of the option to purchase from the Company all or any part of an aggregate of X,XXX shares of
common stock of the Company (the “Option”), at the purchase price of $XX.XX per share (the “Option
Price” or “Exercise Price”). The Option shall be a Nonqualified Stock Option.
2. Terms and Conditions . It is understood and agreed that the Option is subject to the following terms and
(a) Expiration Date . The Option shall expire on (month, day, year) or, if the Optionee’s employment
terminates before that date, on the date specified in subsection (e) below.
(b) Exercise of Option . The O