O'Reilly Auto Parts 2009 Annual Report Download - page 94

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Exhibit 10.47
O’REILLY AUTOMOTIVE, INC. 2009 INCENTIVE PLAN
FORM OF STOCK OPTION AGREEMENT
This Stock Option Agreement (the “Agreement”) is entered into this [Date1] (the “Option Date”) by and between O’Reilly Automotive, Inc.,
a Missouri corporation (the “Company”), and [Award Recipient] (the “Optionee”) pursuant to the O’Reilly Automotive, Inc. 2009 Incentive
Plan, as the same may be amended from time to time (the “Plan”). Capitalized terms not defined herein shall have the meanings set forth in
the Plan.
1. GRANT OF OPTION. The Company hereby grants to the Optionee an option to purchase [Insert Number] shares (the
“Option Shares”) of the common stock of the Company (the “Common Stock”) at a price of [Insert Price] per share, in the manner and
subject to the conditions provided herein. This Option is intended to be a Non-Qualified Stock Option, as defined in Section 2(s) of the Plan.
2. TERM OF OPTION. The maximum term of this Option is ten (10) years; accordingly, this Option shall expire not later
than the close of business on [Insert Date].
3. TIME OF EXERCISE OF OPTION. Subject to the Optionee’s continued employment with the Company or a
Subsidiary, this Option shall become twenty five percent (25%) exercisable upon [Date2]; fifty percent (50%) exercisable upon [Date3];
seventy five percent (75%) exercisable upon [Date4]; and one hundred percent (100%) exercisable upon [Date5] and for the remainder of its
term with respect to all of the Option Shares then remaining unissued (subject to Section 5 hereof and the terms of the Plan) [modify for
vesting schedule as determined by the Board]. Notwithstanding the foregoing, in the event of a Change in Control [or retirement upon
circumstances determined by the Board], this Option shall become one hundred percent (100%) exercisable effective on the date of such
Change in Control [ subject to the Optionee’s continued employment with the Company or a Subsidiary at such time]. All unexercised
Options, both vested and unvested, are immediately forfeited upon a termination of the Optionee’s employment with the Company and its
Subsidiaries.
4. METHOD OF EXERCISE OF OPTION. The Optionee may exercise this Option in whole or in part to the extent then
exercisable by delivering written notice to the Secretary of the Company (or to such other person or persons in other such forms as may be
designated from time to time by the Committee) stating the number of shares with respect to which the Option is being exercised (the
“Exercise Notice”), accompanied by payment in full of the exercise price either (i) in cash or check payable and acceptable to the Company,
(ii) subject to the approval of the Committee, by tender to the Company of shares of Common Stock owned by the Optionee and registered in
Optionee’s name, having a fair market value equal to the cash exercise price of the option being exercised, (iii); by any combination of (i)
and (ii) hereof, or (iv) (provided the approval of the Committee has been given on or prior to the Grant Date), by requesting in writing that a
sufficient number of the shares to be issued pursuant to such exercise be delivered to a broker for sale on behalf of the Optionee that the
proceeds of such sale be applied by the Company in payment thereof. Any exercise of this Option shall be contingent upon, and shall not be
effective until the first business day following (the “Effective Date”), the completion of the following steps: (a) the receipt by the Company
of the Exercise Notice, the exercise price and such other documents as may be required by the Committee, (b) [the determination by the
Company that Optionee’s employment status with the Company is satisfactory to the Company based on, among other things, the status of
any pending loss prevention investigation], and (c) the processing by the Company of sale requests (if any) set forth in the Exercise Notice.
As soon as practicable after, and as of, the Effective Date, the Company shall issue the appropriate number of shares in the name of the
Optionee evidenced by a stock certificate, appropriate entry on the books of the Company’s duly authorized transfer agent or other
appropriate means as determined by the Company, and/or deliver a check, or cause the delivery of a check, payable to the order of the
Optionee for the appropriate amount of cash. The number of shares may be adjusted appropriately, or other appropriate arrangements shall be
made [(which may include the Company requiring the Optionee to remit the applicable amount of taxes)], for any taxes required to be
withheld by federal, state or local law in connection with the exercise of the Option.
5. TERMINATION OF OPTION. This Option shall terminate on the earlier of:
(i) the date specified in Paragraph 2 of this Agreement;
(ii) one year following the death of Optionee;
(iii) one year following the termination of Optionee’s employment with the Company or any of its subsidiaries by
reason of Disability;
(iv) one year following the termination of Optionee’s employment with the Company or any of its subsidiaries by
reason of Retirement;
(v) one year following the involuntary termination of Optionee’s employment with the Company following a
Change in Control; or