EMPLOYEE AWARD AGREEMENT Non Qualified Options Pursuant to THE BOMBAY COMPANY, INC. (RETENTION AWARD)
EXHIBIT
99.1
Non
Qualified Options
Pursuant
to
THE
BOMBAY COMPANY, INC.
1996
LONG-TERM INCENTIVE STOCK PLAN
(RETENTION
AWARD)
This
Award Agreement (“the Agreement”) is made this 3rd day of March, 2006 between
THE BOMBAY COMPANY, INC., a Delaware corporation (the “Company”) and
__________________, an employee of the Company or one of its subsidiaries (the
“Employee”).
WHEREAS,
the Company desires to carry out the purposes of The Bombay Company, Inc. 1996
Long-Term Incentive Stock Plan (the “Plan”) by affording Employee the
opportunity to purchase shares of the Company’s $1.00 par value common stock
(the “Shares”).
NOW,
THEREFORE, in consideration of the mutual covenants hereinafter set forth for
other good and valuable consideration, the parties hereto agree as
follows:
| 1. |
Grant
of Award.
The Company hereby grants to Employee the right and option (the “Option”)
to purchase an aggregate of _________ shares of the Company’s Shares, such
Shares being subject to adjustment as provided in paragraph 8 hereof,
and
on the terms and conditions herein set forth. The Shares granted
pursuant
to this Option (the “Option Shares”) are granted as a non-qualified
option.
|
2. Purchase
Price.
The
purchase price of the Option Shares shall be $3.29 per Share, such purchase
price being 100% of the fair market value of such Shares on the date first
appearing above (the “Date of the Grant”).
3. Exercise
of Award.
Unless
expired as provided in paragraph 5 below, and subject to the special provisions
of paragraph 6 below, the Award for Option Shares may be exercised in full
or in
part commencing on the second anniversary of the Date of Grant.
4. Manner
of Exercise; Payment of Purchase Price.
A. Subject
to the terms and conditions of this Agreement, the Award shall be exercised
by
written notice to the Company at its principal office. Such notice shall state
the election to exercise the Award and shall specify the number of Option Shares
sought to be exercised pursuant to the notice. Such notice of exercise shall
be
signed by Employee and shall be irrevocable when given.
B. The
notice of exercise shall be accompanied by the full payment of the purchase
price for the Option Shares in cash by certified check or bank cashiers check
or
through satisfactory arrangements for payment by a broker representing the
Employee in the sale of some or all of the Option Shares. Subject to approval
of
an authorized Committee of the Board of Directors (the “Committee”), payment of
the purchase price may be accomplished by the surrender of stock certifications
representing Shares having an aggregate fair market value on the date of
exercise equal to the purchase price of the Option Shares, or by a combination
of cash and Shares.
C. Upon
receipt of the purchase price, and subject to the terms of paragraph 11, a
certificate representing the Option Shares exercised shall be registered in
the
name of the person or persons so exercising the Award. In the event the Award
shall be exercised pursuant to paragraph 7, by any person or persons other
than
the Employee, such notice shall be accompanied by appropriate proof satisfactory
to the Company of the right of such person or persons to exercise the Award.
All
Share issued as a result of an exercise of an Award as provided herein shall
be
fully paid and non-assessable.
D. The
payment of withholding tax liability by Employee shall be a condition precedent
to the Company’s obligation to issue any certificates for Shares resulting from
an exercise of an Award.
5. Exercise
and Expiration of Award.
This
Award, if not exercised, shall expire and become null and void upon the
expiration of three (3) months after Employee ceases to be employed by the
Company or any of its subsidiaries (subject to being extended based upon service
duration with the Company) unless such termination shall have been for cause,
as
determined by the Committee, in which event the Award shall be null and void
as
of the date of such termination. Notwithstanding the above, if Employee retires
from the Company or any of its subsidiaries (as determined by the Committee
in
its sole discretion), the Award may, at the Committee’s discretion, remain
exercisable for a period not to exceed 36 months following such retirement.
In
the event of Employee’s death or permanent disability, the Award shall be
exercisable for a period of 12 months following such death or disability.
Notwithstanding the above, the Award shall, without exception, become null
and
void once a period of 7 years shall have lapsed since the Date of Grant. Except
as provided in paragraph 6 below, only those portions of this Award vested
as of
the date of termination of Employee’s employment may be exercised.
6. Acceleration
of Exercise Dates.
Notwithstanding the provisions of paragraph 3 above relating to the vesting
of
this Award in installments, the Committee may, in its discretion, permit this
Award to be immediately exercisable, until the expiration date provided in
paragraph 5 above, for the entire number of Option Shares covered hereby upon
the retirement of Employee or any Change in Control of the Company (as defined
in the Plan).
7. Award
Nontransferable.
Unless
permitted by law or regulation and approved by the Committee, the Award and
any
right related thereto shall not be transferable by Employee otherwise than
by
will or by the laws of descent and distribution and may be exercised during
Employee’s lifetime only by Employee. Upon the death of Employee, the Award may
be exercised by Employee’s executor, administrator, legatee or distributee, as
the case may be.
8. Adjustments
of Shares Subject to Award.
If any
Shares shall at any time be changed or exchanged by reason or reorganization,
merger, consolidation, recapitalization, reclassification, stock split,
combination of shares or a dividend payable in stock, then the aggregate number
of Option Shares subject to this Agreement and the purchase price of such Option
Shares shall be automatically adjusted such that Employee’s proportionate
interest shall be maintained as before the occurrence of such event. The
determination of any such adjustment by the Committee shall be final, binding
and conclusive.
9. No
Contract.
This
Agreement does not constitute a contract for employment and shall not affect
the
right of the Company to terminate Employee’s employment for any reason
whatsoever.
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10. Rights
as Shareholder.
This
Award shall not entitle Employee or any permitted transferee to any rights
of a
shareholder of the Company or to any notice of proceedings of the Company with
respect to any Option Shares issuable upon exercise of this Award unless and
until the Award has been exercised for such Shares.
11. Restriction
on Issuance of Shares.
The
Company shall not be required to issue or deliver any certificates for Shares
purchased upon the exercise of an Award prior to the obtaining of any approval
from any governmental agency which the Company shall, in its sole discretion,
determine to be necessary or advisable, and the completion of any registration
or other qualification of such Shares under any state or federal law, ruling
or
regulations of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable. In addition, if Shares
reserved for issuance upon exercise of Awards shall not then be registered
under
the Securities Act of 1933, the Company may, upon Employee’s exercise of any
Award, require Employee or his permitted transferee to represent in writing
that
the Shares being acquired are for investment and not with a view to
distribution, and may xxxx the certificate for the Shares with a legend
restricting transfer and may issue stop transfer orders relating to such
certificate to the transfer agent.
12. Lapse
of Award.
The
Agreement shall be null and void in the event Employee shall fail to sign and
return a counterpart hereof to the Company within thirty (30) days of its
delivery to Employee.
13. Confidentiality
and Non-Solicitation Restrictions.
In
consideration of Employee’s receipt of the above stock option grant, Employee
agrees as follows:
A. Employee
will not disclose to any person any confidential information obtained while
in
the employ of the Company, including, without limitation, any of the Company’s
inventions, methods of distribution, vendors, customers or other trade secrets;
provided, however, that this provision shall not preclude Employee from use
of
or disclosure of information known generally to the public or of information
not
considered confidential by persons engaged in the business conducted by the
Company or from disclosure required by law or court order. Upon termination
of
employment with the Company, Employee shall immediately return to the Company
all documents, reports, files, memoranda, records, keys and pass cards, software
and other physical or personal property which Employee has received or prepared
or helped to prepare in connection with his or her employment which is in
Employee’s possession or control and Employee agrees not to retain any copies,
duplications, reproductions or excerpts thereof.
B. Employee
will not now or for a period of one (1) year in the future solicit and/or
attempt to recruit employees of the Company for other employment with any
subsequent employer or attempt directly or indirectly to solicit the trade
or
business of any current or prospective customer, supplier or partner of the
Company.
C. In
the
event Employee fails to comply with the provisions of paragraphs A and B above,
the Company shall have the right to rescind any transaction involving the Shares
granted pursuant to this option up to six (6) months prior to such failure
to
comply and for up to two (2) years thereafter. In the event of any such
rescission, Employee shall pay to the Company the amount of any gain realized
or
payment received as a result of the rescinded exercise in such manner and on
such terms and conditions as may be required, and the Company shall be entitled
to set-off against the amount of any such gain any amount owed to the Employee
by the Company.
14. Binding
Effect.
This
Agreement shall be binding upon the heirs, executors, administrators, and
successors of the parties hereto.
15. Governing
Instrument and Law.
This
Award and any Shares issued hereunder shall in all respects by the terms and
provisions of the Plan, and by the laws of the State of Texas, and in the event
of a conflict between the terms of this Agreement and the terms of the Plan,
the
terms of the Plan shall control.
THE
BOMBAY COMPANY, INC.
By:
________________________
Xxxxxxx
X. Xxxxxxxxxxxx
Senior
Vice President & General Counsel
Accepted
and Agreed:
_______________________________ Date:
_____________________________
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