LEXMARK INTERNATIONAL INC /KY/
EXHIBIT 10.22
<DOCUMENT>
<TYPE>EX-10.22
<SEQUENCE>9
<FILENAME>l92467aex10-22.txt
<DESCRIPTION>EXHIBIT 10.22
<TEXT>
<PAGE>
                                                                  Exhibit 10.22


                      NON-QUALIFIED STOCK OPTION AGREEMENT

                                   pursuant to

                        LEXMARK INTERNATIONAL GROUP, INC.
                              STOCK INCENTIVE PLAN

This NON-QUALIFIED STOCK OPTION AGREEMENT (the "Agreement") between Lexmark
International, Inc., a Delaware corporation (the "Company"), and the person
specified on the signature page hereof (the "Optionee") is entered into as of
__________ pursuant to the Lexmark International Group, Inc. Stock Incentive
Plan, as the same may be amended from time to time (the "Plan").

WHEREAS, the Optionee is regarded as a key employee of the Company or one of the
Subsidiaries and the Committee has determined that it would be to the advantage
and in the interest of the Company to grant the option provided for herein to
the Optionee as an inducement to the Optionee to remain in the service of the
Company and the Subsidiaries over the long-term and as an incentive to the
Optionee to devote his or her best efforts and dedication to the performance of
such services and to maximize shareholder value;

WHEREAS, the Optionee desires to accept from the Company the grant of the
options evidenced hereby on the terms and subject to the conditions herein;

NOW, THEREFORE, in consideration of the premises and subject to the terms and
conditions set forth herein and in the Plan, the parties hereto hereby covenant
and agree as follows:

     1.   GRANT OF OPTION; EXERCISE PRICE.

          (a)  Grant of Option; Exercise Price. The Company hereby grants to the
               Optionee, effective as of ________ (the "Grant Date") and on the
               terms and conditions herein, an option (the "Option") to purchase
               _____Option shares (the "Option Shares"), of Class A Common
               Stock, par value $.01 per share (the "Common Stock") set forth on
               the signature page hereof, at an exercise price per Option Share
               equal to the fair market value on the Grant Date of _______,
               which was the closing price of a share of Common Stock on the
               Grant Date as reported for such day in The Wall Street Journal.
               The Option is not intended to be an incentive stock option under
               the United States Internal Revenue Code of 1986, as amended.


          (b)  Stock Incentive Plan. This Agreement is subject in all respects
               to the terms of the Plan, all of which terms are made a part of
               and incorporated in this Agreement by reference. In the event of
               any conflict or inconsistency between the terms of this Agreement
               and the terms of the Plan, the terms of the Plan shall control.
               The Optionee hereby acknowledges that a copy of the Plan may be
               obtained from the Vice President of Human Resources and agrees to
               comply with and be bound by all of the terms and conditions
               thereof. Terms used in this Agreement with initial capital
               letters, but not defined herein, shall have the meanings assigned
               to them under the Plan.


                                       1
<PAGE>

     2.   VESTING; PERIOD OF EXERCISE OF OPTION

          (a)  Vesting. Subject to the provisions of Section 4, the Option shall
               become vested and exercisable in five equal installments on each
               of the first five anniversaries of the Grant Date, subject in the
               case of each such installment to the continuous employment of the
               Optionee with the Company or a Subsidiary from the date hereof to
               the applicable anniversary of the Grant Date. Provided, however,
               if at the time of optionee's termination of employment (i)
               optionee has 30 years of continuous service, (ii) optionee is 58
               years of age or older and has ten years of continuous service, or
               (iii) optionee is 65 years of age or older and has five years of
               continuous service; and, in each case, optionee agrees to the
               cancellation of any option grant made to him or her within 12
               months prior to the date of his or her retirement, then vesting
               shall continue to occur on this Option for a period of 24 months
               following the date of his or her retirement (the "Post-Retirement
               Vesting Period").

          (b)  Termination of Employment. If the Optionee's employment with the
               Company and its Subsidiaries terminates for any reason, other
               than a termination by the Company or a Subsidiary for Cause (as
               defined below), any portion of the Option which is not then
               exercisable or subject to continued vesting during a
               Post-Retirement Vesting Period shall immediately terminate and be
               canceled effective upon such termination of employment and the
               remaining portion of the Option, if any, shall thereafter remain
               exercisable for the period provided in Section 4. In the event of
               the termination of the Optionee's employment by the Company or a
               Subsidiary for Cause, the Option shall immediately terminate and
               be canceled in full effective upon the date of such termination
               of employment.

               In accepting this Option, the Optionee acknowledges that the
               Option has been granted as an incentive to the Optionee to remain
               employed by the Company and to exert his or her best efforts to
               enhance the value of the Company over the long-term. Accordingly,
               the Optionee agrees that if he or she (a) within 12 months
               following termination of employment with the Company or within 12
               months following any Post-Retirement Vesting Period, accepts
               employment with a competitor of the Company or otherwise engages
               in competition with the Company, or (b) within 36 months
               following termination of employment with the Company or within 36
               months following any Post-Retirement Vesting Period, acts against
               the interests of the Company, including recruiting or employing,
               or encouraging or assisting his or her new employer to recruit or
               employ, any employee of the Company without the Company's written
               consent, or (c) discloses or otherwise misuses confidential
               Company information or material, each of these constituting a
               harmful action, then (i) any unexercised portion of this Option
               shall be canceled immediately (unless canceled earlier by
               operation of another term of this Agreement) and (ii) the
               Optionee shall pay to the Company an amount equal to the Option
               gains (represented by the closing market price on the date of
               exercise over the exercise price, multiplied by the number of
               options exercised, without regard to any subsequent market price
               decrease or increase) realized by the Optionee from the exercise
               of all or a portion of this Option within 18 months preceding the
               earlier of (w) the commitment of any such harmful action and (x)
               the Optionee's termination of employment with the Company and its
               Subsidiaries; and through the later of (y) 18 months following
               the commitment of any such harmful action and (z) such



                                       2
<PAGE>

               period as it takes the Company to discover such harmful action.
               The Optionee agrees that the Company has the right to deduct from
               any amounts the Company may owe the Optionee from time to time
               (including amounts owed to the Optionee as wages or other
               compensation, fringe benefits or vacation pay, as well as any
               other amounts owed to the Optionee by the Company), the amounts
               the Optionee owes the Company. The Committee shall have the
               right, in its sole discretion, not to enforce the provisions of
               this paragraph with respect to the Optionee.

          (c)  Acceleration. The Committee may, in its discretion, accelerate
               the date or dates as of which all or any portion of the Option
               shall become vested and exercisable and may establish accelerated
               times for vesting based upon the attainment of performance goals
               or such other factors as the Committee may from time to time
               determine.

          (d)  Term of Option Exercise Period. Except to the extent that the
               Option or any portion thereof shall sooner terminate in
               accordance with Section 2 or 4 hereof, once any portion of the
               Option has become vested and exercisable, such portion shall
               remain exercisable until the end of the day preceding the tenth
               anniversary of the date hereof (the "Option Period").

     3.   METHOD OF EXERCISE AND PAYMENT; RELOAD OPTION; CERTAIN RESTRICTIONS ON
          RESALE.

          (a)  Exercise and Payment. Once vested and exercisable, the Option, or
               any vested portion thereof, may be exercised by the Optionee (or
               his or her beneficiary or estate) by delivery to the Company on
               any business day (the "Option Exercise Date") written notice (the
               "Option Exercise Notice"), in such manner and form as may be
               required by the Committee, specifying the number of Option Shares
               the Optionee then desires to purchase and the aggregate exercise
               price for such Option Shares (the "Option Exercise Price"). The
               Option Exercise Notice shall be accompanied by payment of the
               Option Exercise Price and any other amounts required to be paid
               pursuant to Section 5.

               The Optionee may pay the Option Exercise Price by delivering to
               the Company cash, shares of Qualifying Common Stock (as defined
               below) already owned by the Optionee or a combination of cash and
               such shares of Qualifying Common Stock provided that the
               aggregate Fair Market Value on the Option Exercise Date of the
               shares of Qualifying Common Stock delivered in payment of any
               portion of the Option Exercise Price shall be equal to the excess
               of (x) the Option Exercise Price over (y) the amount of any cash
               delivered by the Optionee in payment of the Option Exercise
               Price. For purposes of this Agreement, shares of Common Stock
               shall constitute Qualifying Common Stock that may be delivered in
               payment of the Option Exercise Price if such shares (i) are not
               subject to any outstanding loan or other obligation and are not
               pledged as collateral with respect to any loan or other
               obligation, other than any such loan or other obligation extended
               to the Optionee by the Company or any Subsidiary provided the
               Committee approves the delivery of such shares to pay the Option
               Exercise Price, and (ii) either (x) have been owned by the
               Optionee without certain restrictions for a continuous period of
               at least six months (or such greater


                                       3
<PAGE>

               or lesser period as the Committee shall determine) or (y) were
               purchased by the Optionee on a U.S. national securities exchange.

               The Committee may also permit the Optionee to arrange for the
               payment of all or any portion of the Option Exercise Price and
               other amounts required to be paid pursuant to Section 5 by
               directing a securities broker approved for such purpose by the
               Committee to deliver to the Company, on behalf of the Optionee,
               the proceeds of the sale on the Option Exercise Date of a number
               of the Option Shares then being purchased by the Optionee having
               aggregate sales proceeds on the Exercise Date equal to the sum of
               all or the applicable portion of the Option Exercise Price and
               the amounts required to be paid pursuant to Section 5 that the
               Optionee elects to satisfy by using the proceeds of the sale of
               the Option Shares (the "Cashless Exercise Procedure").

               Within a reasonable period of time after the Option Exercise
               Date, subject to payment of the Option Exercise Price and any
               amounts required to be paid by the Optionee pursuant to Section
               5, the Company shall direct its stock transfer agent to make (or
               to cause to be made) an appropriate book entry reflecting the
               Optionee's ownership of the Option Shares then being purchased by
               the Optionee. Upon request, the Company shall deliver to the
               Optionee a certificate or certificates for the number of Option
               Shares (reduced, if applicable, by the number of Option Shares
               sold on the Option Exercise Date pursuant to the Cashless
               Exercise Procedure) purchased by the Optionee, registered in the
               name of the Optionee. In the event that the Company or the
               Committee, in its sole discretion, shall determine that, under
               applicable U.S. federal or state or non-U.S. securities laws, the
               transfer of any Option Shares must be subject to restriction, any
               certificates issued under this Section 3(a) shall bear an
               appropriate legend restricting the transfer of such Option Shares
               and appropriate stop transfer instructions shall be delivered to
               the Company's stock transfer agent.

          (b)  Reload Option. Effective on the date of the exercise by the
               Optionee of any portion of the Option at a time when the Optionee
               is an active employee of the Company or a Subsidiary (the "Reload
               Grant Date"), if any portion of the Option Exercise Price in
               respect thereof is satisfied by the Optionee by delivery to the
               Company of Qualifying Common Stock, subject to the consent of the
               Committee, the Optionee shall automatically be granted a new
               option (the "Reload Option") to purchase a number of shares of
               Common Stock equal to the number of shares of Qualifying Common
               Stock so delivered, at an exercise price per share equal to the
               Fair Market Value of a share of Common Stock on the Reload Grant
               Date. The Reload Option shall be fully vested upon grant and
               shall become exercisable on the six month anniversary of the
               Reload Grant Date unless the Optionee's employment with the
               Company and the Subsidiaries is terminated due to the Optionee's
               death, Disability or Retirement, then such Reload Option shall
               become immediately exercisable and shall thereafter remain
               exercisable for the applicable period provided in Section 4. In
               all other respects, such Reload Option shall be subject to the
               same terms and conditions (including the same Option Period) as
               the Option and all references herein to the "Option" shall be
               deemed to include the Reload Option.


                                       4
<PAGE>

          (c)  Restrictions on Sale upon Public Offering. The Optionee hereby
               agrees that, during the 20 day period prior to and the 180 days
               following the effective date of any registration statement filed
               by the Company under the Securities Act of 1933, as amended, with
               respect to any underwritten public offering of any shares of the
               Company's capital stock, the Optionee will not effect any public
               sale or distribution of shares of Common Stock (other than as
               part of such underwritten public offering).

     4.   TERMINATION. The Option (or the indicated portion thereof) shall
          terminate and be canceled immediately upon the first to occur of any
          of the following events:

          (a)  The date of the expiration of the Option Period.

          (b)  The date of the termination of the Optionee's employment with the
               Company and its Subsidiaries for Cause.

          (c)  The date of the termination of the Optionee's employment with the
               Company and its Subsidiaries for any reason, other than for
               Cause, with respect to any portion of the Option which is not
               subject to a Post-Retirement Vesting Period or has not become
               vested and exercisable in accordance with Section 2 on or prior
               to the date of such termination.

          (d)  In the case of the Optionee's termination of employment with the
               Company and its Subsidiaries for any reason other than for Cause
               or other than by reason of the Optionee's Normal Retirement,
               Early Retirement, Disability or death (as each such term is
               defined below), or as a result of a reduction in force, cessation
               of operations, merger, consolidation or the sale or other
               disposition of the Company or a portion thereof (as set forth
               below) with respect to any portion of the Option which has become
               vested and exercisable in accordance with Section 2 on or prior
               to the date of such termination of employment, the last day of
               the 90 day period immediately following the date of such
               termination of employment.

          (e)  Subject to Section 4(j), in the case of the Optionee's
               termination of employment with the Company and its Subsidiaries
               by reason of the Optionee's Normal Retirement, with respect to
               any portion of the Option which has become vested and exercisable
               on or prior to the date of such termination of employment or is
               subject to a Post-Retirement Vesting Period in accordance with
               Section 2, the last day of the 36 month period immediately
               following the date of such termination of employment.

          (f)  Subject to Section 4(j), in the case of the Optionee's
               termination of employment with the Company and its Subsidiaries
               by reason of the Optionee's Early Retirement, with respect to any
               portion of the Option which has become vested and exercisable in
               accordance with Section 2 on or prior to the date of such
               termination of employment, the last day of the 12 month period
               immediately following the date of such termination of employment,
               and with respect to any Option, a portion of which is subject to
               a Post-Retirement Vesting Period in accordance with Section 2,
               the last day of the 12 month period immediately following the
               last day of the Post-Retirement Vesting Period.


                                       5
<PAGE>

          (g)  Subject to Section 4(j), in the case of the Optionee's
               termination of employment with the Company and its Subsidiaries
               as a result of a reduction in force, cessation of operations,
               merger, consolidation or the sale or other disposition of the
               stock or all or substantially all of the assets of the Company, a
               Subsidiary, or any division, business or other unit or function
               of the Company or any Subsidiary (which is designated as such by
               the Vice President of Human Resources), with respect to any
               portion of the Option which has become vested and exercisable in
               accordance with Section 2 on or prior to the date of such
               termination of employment, (i) the last day of the 24 month
               period immediately following the date of such termination of
               employment, provided that the Optionee has completed five or more
               years of continuous service with the Company or any of its
               Subsidiaries or (ii) the last day of the 12 month period
               immediately following the date of such termination of employment,
               if the Optionee has completed less than five years of continuous
               service with the Company or any of its Subsidiaries, and with
               respect to any Option, a portion of which is subject to a
               Post-Retirement Vesting Period in accordance with Section 2, the
               last day of the 12 month period immediately following the last
               day of the Post-Retirement Vesting Period.

          (h)  Subject to Section 4(j), in the case of the Optionee's
               termination of employment with the Company and its Subsidiaries
               by reason of the Optionee's Disability, with respect to any
               portion of the Option which has become vested and exercisable in
               accordance with Section 2 on or prior to the date of such
               termination of employment, the last day of the 12 month period
               immediately following the date of such termination of employment,
               and with respect to any Option, a portion of which is subject to
               a Post-Retirement Vesting Period in accordance with Section 2,
               the last day of the 12 month period immediately following the
               last day of the Post-Retirement Vesting Period.

          (i)  In the case of the Optionee's termination of employment with the
               Company and its Subsidiaries by reason of the Optionee's death,
               with respect to the portion of the Option which has become vested
               and exercisable in accordance with Section 2 on or prior to the
               date of such termination of employment, the last day of the 12
               month period immediately following the date of such termination
               of employment, and with respect to any Option, a portion of which
               is subject to a Post-Retirement Vesting Period in accordance with
               Section 2, the last day of the 12 month period immediately
               following the last day of the Post-Retirement Vesting Period.

          (j)  The last day of the 12 month period immediately following the
               date of the Optionee's death during any period in which the
               Optionee was entitled to exercise any portion of the Option
               pursuant to Section 4(e), 4(f), 4(g) or 4(h), and with respect to
               any Option, a portion of which is subject to a Post-Retirement
               Vesting Period in accordance with Section 2, the last day of the
               12 month period immediately following the last day of the
               Post-Retirement Vesting Period.

          (k)  For purposes of this Agreement, the following terms shall have
               the following meanings:


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<PAGE>

               "Cause" shall mean (A) the willful failure by the Optionee to
               perform substantially his or her duties as an employee of the
               Company or any Subsidiary (other than due to physical or mental
               illness) after reasonable notice to the Optionee of such failure,
               (B) the Optionee's engaging in serious misconduct that is
               injurious to the Company or any Subsidiary, (C) the Optionee's
               having been convicted of, or entered a plea of nolo contendere
               to, a crime that constitutes a felony or (D) the breach by the
               Optionee of any written covenant or agreement with the Company or
               any Subsidiary not to disclose information pertaining to the
               Company or any Subsidiary or not to compete or interfere with the
               Company or any Subsidiary.

               "Disability" shall mean a physical or mental disability or
               infirmity of the Optionee as defined in any disability plan
               sponsored by the Company or any Subsidiary which employs the
               Optionee or, if no such plan is sponsored by the Optionee's
               employer at the relevant time, the Lexmark Long-Term Disability
               Plan.

               "Early Retirement" shall mean the Optionee's retirement at or
               after reaching age 55 and the completion of ten years continuous
               service with the Company or any of its Subsidiaries.

               "Normal Retirement" shall mean the Optionee's retirement (x) at
               or after the later of age 65 and the completion of five years of
               continuous service with the Company or any of its Subsidiaries or
               (y) at or after any earlier retirement age agreed to, in writing,
               by the Company after the date hereof and prior to the Optionee's
               termination of employment with the Company or any Subsidiary
               (other than any such termination with the Company or any
               Subsidiary in connection with the contemporaneous reemployment by
               another Subsidiary or the Company).

     5.   TAX WITHHOLDING. The delivery of any directions to the Company's stock
          transfer agent or any certificates for shares of Common Stock pursuant
          to Section 3 shall not be made until the Optionee, or, if applicable,
          the Optionee's beneficiary or estate, has made appropriate
          arrangements for the payment to the Company of an amount sufficient to
          satisfy any applicable U.S. federal, state and local and non-U.S. tax
          withholding or other tax requirements, as determined by the Company.
          To satisfy the Optionee's applicable withholding and other tax
          requirements, the Company shall be entitled, in its sole discretion,
          to withhold Option Shares having a Fair Market Value on the Option
          Exercise Date equal to the applicable amount of such withholding and
          other tax requirements, subject to any rules adopted by the Committee
          or required to ensure compliance with applicable law, including, but
          not limited to, Section 16(b) of the Securities Exchange Act of 1934,
          as amended. Any cash payment made pursuant to a Change in Control
          shall be made net of any amounts required to be withheld or paid with
          respect thereto (and with respect to any shares of Common Stock
          delivered contemporaneously therewith) under any applicable U.S.
          federal, state and local and non-U.S. tax withholding and other tax
          requirements.

     6.   ASSIGNABILITY. Unless otherwise provided in accordance with the
          provisions of the Plan, this Option may not be sold, transferred,
          pledged, assigned or otherwise alienated or hypothecated by the
          Optionee otherwise than by will or the laws of


                                       7
<PAGE>

          descent and distribution. The term "Optionee" as used in this
          Agreement shall include any permitted transferee of the Option.

     7.   ADJUSTMENT IN CAPITALIZATION.

          (a)  The aggregate number of shares of Common Stock subject to the
               Option and the option exercise price and/or exercisability
               criteria applicable to the Option shall be proportionately
               adjusted to reflect, as deemed equitable and appropriate by the
               Committee, an Adjustment Event. To the extent deemed equitable
               and appropriate by the Committee, subject to any required action
               by stockholders, in any merger, consolidation, reorganization,
               liquidation, dissolution or other similar transaction, the Option
               shall pertain to the securities and other property to which a
               holder of the number of shares of Common Stock then covered by
               the Option would have been entitled to receive in connection with
               such event.

          (b)  Any shares of stock (whether Common Stock, shares of stock into
               which shares of Common Stock are converted or for which shares of
               Common Stock are exchanged or shares of stock distributed with
               respect to Common Stock) or cash or other property received with
               respect to the Option as a result of any Adjustment Event, any
               distribution of property or any merger, consolidation,
               reorganization, liquidation, dissolution or other similar
               transaction shall, except as otherwise provided by the Committee,
               be subject to the same terms and conditions, including
               restrictions on exercisability or transfer, as are applicable to
               the Option with respect to which such shares, cash or other
               property is received and stock certificate(s) representing or
               evidencing any shares of stock or other property so received
               shall be legended as appropriate.

     8.   PREEMPTION BY APPLICABLE LAWS AND REGULATIONS. Notwithstanding
          anything in the Plan or this Agreement to the contrary, the issuance
          of shares of Common Stock hereunder shall be subject to compliance
          with all applicable U.S. federal, state and non-U.S. securities laws.
          Without limiting the foregoing, if any law, regulation or requirement
          of any governmental authority having jurisdiction shall require either
          the Company or the Optionee (or the Optionee's beneficiary or estate)
          to take any action in connection with the issuance of any shares of
          Common Stock hereunder, the issuance of such shares shall be deferred
          until such action shall have been taken to the satisfaction of the
          Company.

     9.   INTERPRETATION; CONSTRUCTION. All of the powers and authority
          conferred upon the Committee pursuant to any term of the Plan or the
          Agreement shall be exercised by the Committee, in its discretion. All
          determinations, interpretations or other actions made or taken by the
          Committee pursuant to the provisions of the Plan or the Agreement
          shall be final, binding and conclusive for all purposes and upon all
          persons and, in the event of any judicial review thereof, shall be
          overturned only if arbitrary and capricious. The Committee may consult
          with legal counsel, who may be counsel to the Company, and shall not
          incur any liability for any action taken in good faith in reliance
          upon the advice of counsel.

     10.  AMENDMENT. The Committee shall have the right, in its sole discretion,
          to alter or amend this Agreement, from time to time, as provided in
          the Plan in any manner for the purpose of promoting the objectives of
          the Plan, provided that no such amendment shall impair the Optionee's
          rights under this Agreement without the


                                       8
<PAGE>

          Optionee's consent. Subject to the preceding sentence, any alteration
          or amendment of this Agreement by the Committee shall, upon adoption
          thereof by the Committee, become and be binding and conclusive on all
          persons affected thereby without requirement for consent or other
          action with respect thereto by any such person. The Company shall give
          written notice to the Optionee of any such alteration or amendment of
          this Agreement as promptly as practicable after the adoption thereof.
          This Agreement may also be amended by a writing signed by both the
          Company and the Optionee.

     11.  NO RIGHTS AS A STOCKHOLDER. The Optionee shall have no voting or other
          rights as a stockholder of the Company with respect to any Option
          Shares until the exercise of the Option and the recording of the
          Optionee's ownership of the Option Shares on the stock transfer
          records for the Common Stock. No adjustment shall be made for
          dividends or other rights issued with respect to the Common Stock for
          which the record date is prior to the recording of such ownership of
          the Option Shares.

     12.  NO GUARANTEE OF EMPLOYMENT OR FUTURE INCENTIVE AWARDS. Nothing in the
          Plan or this Agreement shall be deemed to:

          (a)  interfere with or limit in any way the right of the Company or
               any Subsidiary to terminate Optionee's employment at any time and
               for any reason;

          (b)  confer upon Optionee any right to continue in the employ of the
               Company or any Subsidiary; and

          (c)  provide Optionee the right to receive any Incentive Awards under
               the Plan in the future.

     13.  MISCELLANEOUS.

          (a)  Notices. All notices and other communications required or
               permitted to be given under this Agreement shall be in writing
               and shall be deemed to have been given if delivered personally or
               sent by certified or express mail, return receipt requested,
               postage prepaid, or by any recognized international equivalent of
               such delivery, to the Company or the Optionee, as the case may
               be, at the following addresses or to such other address as the
               Company or the Optionee, as the case may be, shall specify by
               notice to the others delivered in accordance with this Section
               13(a):

               (i)  if to the Company, to it at:
                        One Lexmark Centre Drive
                        740 West New Circle Road
                        Lexington, Kentucky 40550
                        Attention:  Secretary

               (ii) if to the Optionee, to the Optionee at the address set
                    forth on the signature page hereof.

               All such notices and communications shall be deemed to have been
               received on the date of delivery or on the third business day
               after the mailing thereof.

          (b)  Binding Effect; Benefits. This Agreement shall be binding upon
               and inure to the benefit of the parties to this Agreement and
               their respective successors and


                                       9
<PAGE>

               assigns. Nothing in this Agreement, express or implied, is
               intended or shall be construed to give any person other than the
               parties to this Agreement or their respective successors or
               assigns any legal or equitable right, remedy or claim under or in
               respect of any agreement or any provision contained herein.

          (c)  Waiver. Any party hereto may by written notice to the other party
               (i) extend the time for the performance of any of the obligations
               or other actions of the other party under this Agreement, (ii)
               waive compliance with any of the conditions or covenants of the
               other party contained in this Agreement and (iii) waive or modify
               performance of any of the obligations of the other party under
               this Agreement. Except as provided in the preceding sentence, no
               action taken pursuant to this Agreement, including, without
               limitation, any investigation by or on behalf of any party, shall
               be deemed to constitute a waiver by the party taking such action
               of compliance with any representations, warranties, covenants or
               agreements contained herein. The waiver by any party hereto of a
               breach of any provision of this Agreement shall not operate or be
               construed as a waiver of any preceding or succeeding breach and
               no failure by a party to exercise any right or privilege
               hereunder shall be deemed a waiver of such party's rights or
               privileges hereunder or shall be deemed a waiver of such party's
               rights to exercise the same at any subsequent time or times
               hereunder.

          (d)  Assignability. Neither this Agreement nor any right, remedy,
               obligation or liability arising hereunder or by reason hereof
               shall be assignable by the Company or the Optionee without the
               prior written consent of the other party.

          (e)  Applicable Law. This Agreement shall be governed by and construed
               in accordance with the laws of the State of Delaware, regardless
               of the law that might be applied under principles of conflict of
               laws and excluding any conflict or choice of law rule or
               principle that may otherwise refer construction or interpretation
               of this Agreement to the substantive law of another jurisdiction.

          (f)  Section and Other Headings, Etc. The section and other headings
               contained in this Agreement are for reference purposes only and
               shall not affect the meaning or interpretation of this Agreement.
               In this Agreement all references to "dollars" or "$" are to
               United States dollars.

          (g)  Counterparts. This Agreement may be executed in any number of
               counterparts, each of which shall be deemed to be an original and
               all of which together shall constitute one and the same
               instrument.


                                       10
<PAGE>




IN WITNESS WHEREOF, the Company and the Optionee have executed this Agreement as
of the date first above written.

                                        LEXMARK INTERNATIONAL, INC.

                                        By:


                                        Name:  Kathleen J. Affeldt

                                        Title: Vice President of Human Resources



                                        OPTIONEE:

                                        By:

                                        ---------------------------   ----------
                                        (Sign your name)              (Date)


                                        ----------------------------------------
                                        Beneficiary Name




                                       11

</TEXT>
</DOCUMENT>
