EXHIBIT 99.1
NON-QUALIFIED STOCK OPTION AGREEMENT
NAME OF OPTIONEE:
NO. OF OPTION SHARES: GRANT DATE:
OPTION EXERCISE PRICE: EXPIRATION DATE:
Little Switzerland, Inc., a Delaware corporation (the "Company"), herby
grants to the optionee named above, who is now employed by the Company, an
option ("Stock Option") to purchase on or prior to the expiration date of this
Stock Option specified above (the "Expiration Date") all or any part of the
number of shares of common stock, par value $0.01 per share (the "Common
Stock"), of the Company specified above (the "Option Shares") at the per share
Stock Option exercise price specified above, subject to the terms and conditions
set forth herein. This Stock Option is not intended to qualify as an "incentive
stock option" under Section 422(b) of the Internal Revenue Code of 1986, as
amended from time to time (the "Code").
1. VESTING SCHEDULE
No portion of this Stock Option may be exercised until such portion shall
have vested. Except as set forth below, and subject to the determination of the
Company in its sole discretion to accelerate the vesting schedule hereunder due
to other circumstances, this Stock Option shall be vested and exercisable with
respect to the following number of Option Shares on the dates indicated:
Percentage of Option
Shares Exercisable Vesting Date
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In any event this Stock Option shall become fully vested and exercisable
with respect to all of the Option Shares on _____________. Once vested, this
Stock Option shall continue to be exercisable at any time or times prior to the
expiration date of this Stock Option indicated above (the "Expiration Date"),
subject to the provisions hereof.
2. EXERCISE OF STOCK OPTION.
a) The Optionee may exercise only vested portions of this Stock Option and
only in the following manner: Prior to the Expiration Date, the Optionee may
give written notice on any business day to the committee appointed by the Board
of Directors (the "Option Committee") of his or her election to purchase some or
all of the shares purchasable at the time of such notice. Such notice shall be
given to the Secretary of the Company. Said notice shall specify the number of
shares to be purchased and shall be accompanied (i) by payment therefore in cash
or, at the Optionee's election, in shares of Common Stock of the company having
a fair market value (as determined below) on the date of exercise equal to or
less than the total option exercise prices, plus cash, in an amount equal to the
amount, if any, by which the total option exercise price exceeds the fair market
value of such shares of Common Stock, and (ii) by such agreement, statement or
other evidence as the Company may require in order to satisfy itself that the
issuance and conveyance of the shares being purchased pursuant to such exercise
and any subsequent resale thereof will be in compliance with applicable laws and
regulations, including, without limitation, all federal and state securities
laws.
b) Certificates for the shares so purchased will be issued and delivered
to the Optionee upon compliance to the satisfaction of the Company with all
requirements under applicable laws or regulations in connection with such
issuance. Until the Optionee shall have complied with the requirements hereof,
the Company shall be under no obligation to issue the shares subject to this
Stock Option, and the determination of the Option Committee as to such
compliance shall be final and binding on the Optionee. The Optionee shall not be
deemed to be the holder of, or to have any of the rights of a holder with
respect to, any shares of Common Stock subject to this Stock Option unless and
until this Stock Option shall have been exercised pursuant to the terms hereof,
the Company shall have issued and delivered the shares to the Optionee, and the
Optionee's name shall have been entered as a stockholder of record on the books
of the Company. Thereupon, the Optionee shall have full voting, dividend and
other ownership rights with respect to such shares of Common Stock.
c) The minimum number of shares with respect to which this Stock Option
may be exercised at any one time shall be 100 shares, unless the number of
shares with respect to which this Stock Option is being exercised is the total
number of shares subject to exercise under this Stock Option at the time.
d) Notwithstanding any other provision hereof, no portion of this Stock
Option shall be exercisable after the Expiration Date.
e) For purposes of this Agreement, the fair market value of the Common
Stock shall be determined in good faith by the Board of Directors of the
Company, provided, however, that (x) if the Common Stock is admitted to
quotation on the National Association of Securities Dealers Automated Quotation
System on the date that the fair market value must be determined, fair market
value shall not be less than the average of the highest bid and lowest asked
prices of the Common Stock on such date or on the last preceding date on which a
sale was reported, or if the Common Stock is admitted to trading on the National
Association of Securities Dealers Automated Quotation National Market System on
the date that the fair market value must be determined fair market value shall
not be less than the closing price reported for the Common
Stock on such National Market System on such date or on the last preceding date
on which a sale was reported, or (y) if the Common Stock is admitted to trading
on a national securities exchange on the date that the fair market value must be
determined, fair market value shall not be less than the last sale price
reported for the Common Stock on such exchange on such date or on the last date
preceding such date on which as sale was reported.
3. TERINATION OF EMPLOYMENT
a) If the Optionee's employment by the Company terminates by reason of his
or her death or disability, this Stock Option may thereafter be exercised, to
the extent it was exercisable on the date of such termination, until the earlier
of (i) one year from the date of such termination of employment or (ii) the
Expiration Date.
b) If the Optionee's employment by the Company terminates by reason of his
or her retirement in accordance with the Company's normal retirement policy as
determined by the Board of Directors of the Company, this Stock Option may
thereafter be exercised, to the extent it was exercisable on the date of such
termination, until the earlier of (i) one year from the date of such termination
of employment or (ii) the Expiration Date.
c) If the Optionee's employment by the Company terminates by reason of
cause, this Stock Option shall lapse immediately upon the effective date of such
termination and shall not be exercisable at any time thereafter. Only the
following shall constitute "cause" for termination: (i) deliberate dishonesty of
the Optionee with respect to the Company or any subsidiary or affiliate
(including but not limited to any subsidiary) thereof; (ii) conviction of the
Optionee of a crime involving moral turpitude; (iii) material failure to perform
a substantial portion of the Optionee's duties and responsibilities with respect
to the Company or any subsidiary or affiliate thereof; or (iv) gross or willful
misconduct of the Optionee with respect to the Company or any subsidiary or
affiliate thereof.
d) If the Optionee's employment by the Company is terminated for any
reason other than death, disability, retirement or cause, this Stock Option may
thereafter be exercised, to the extent it was exercisable on the date of such
termination, until the earlier of (i) three months or (ii) the Expiration Date.
e) The Option Committee shall have sole discretion to determine the reason
for the termination of the Optionee's employment by the Company.
4. TRANSFERABILITY
This Agreement is personal to the Optionee and is not transferable by the
Optionee in any manner other than by will or the laws of descent and
distribution or pursuant to a qualified domestic relations order as defined by
the Internal Revenue Code of 1986, as amended, or Title I of the Employee
Retirement Income Security Act, as amended, or the rules thereunder; provided
however, that the designation of a beneficiary by the Optionee does not
constitute a transfer. Options may be exercised during the Optionee's lifetime
only by the Optionee.
5. RESTRICTIONS ON ISSUANCE OF OPTION SHARES
The issuance of Option Shares upon exercise thereof shall be subject to
compliance with all of the applicable laws, rules and regulations, including all
applicable federal and state securities laws, and the obtaining of all such
approvals by governmental agencies as may be deemed necessary or appropriate by
the Board of Directors of the Company.
6. ADJUSTMENT UPON CHANGES IN CAPITALIZATION
a) The shares of stock covered by this Stock Option are shares of the
Common Stock of the Company. If the shares of the Company's Common Stock as a
whole are increased, decreased, changed into or exchanged for a different number
or kind of shares or securities of the Company, whether through merger,
consolidation, reorganization, recapitalization, reclassification, stock
dividend, stock split, combination of shares, exchange of shares, change in
corporate structure or the like, an appropriate and proportionate adjustment
shall be made in the number and kind of shares, and the per share exercise price
of shares subject to any unexercised portion of this Stock Option. In the event
of any such adjustment in this Stock Option, the Optionee thereafter shall have
the right to purchase the number of shares under this Stock Option at the per
share price, as so adjusted, which the Optionee could purchase at the total
purchase price applicable to this Stock Option immediately prior to such
adjustment. Adjustments under this Paragraph 6 shall be made by the Option
Committee of the Company, whose determination as to what adjustment shall be
made, and the extent thereof, shall be conclusive. No fractional shares of
Common Stock shall be issued on account of any adjustment specified above.
7. EFFECT OF CERTAIN TRANSACTIONS
In the case of (a) the dissolution or liquidation of the Company, (b) a
merger, reorganization or consolidation in which the Company is acquired by
another person or in which the Company is not the surviving corporation, or (c)
the sale of all or substantially all of the assets of the Company to another
corporation, this Stock Option shall terminate on the effective date of such
dissolution, liquidation, merger, reorganization, consolidation or sale, unless
provision is made in such transaction for the assumption of this Stock Option or
the substitution for this Stock Option of a new Stock Option of the successor
employer corporation or a parent or subsidiary thereof, with appropriate
adjustment as to the number and kind of shares and the per share exercise price,
as provided in Paragraph 6. In the event of such a termination, the Optionee
will receive written notice thereof at least twenty (20) days prior to the
effective date of such transaction or the record date on which shareholders of
the Company entitled to participate in such transaction shall be determined,
whichever comes first. In the event of such termination, any unexercised portion
of this Stock Option, which is vested and exercisable, shall be exercisable in
full for at least fifteen (l5) days prior to the date of such termination;
provided, however, that in no event shall this Stock Option be exercisable after
the Expiration Date.
8. TAX WITHHOLDING
a) The Optionee, no later than the date as of which the value of any
Common Stock first becomes including in the gross income of the Optionee for
federal income tax purposes, shall pay to the Company, or make arrangements,
satisfactory to the Board of Directors
regarding payment of any federal, state or local taxes of any kind required by
law to be withheld with respect to such income. The Company shall to the extent
permitted by law, have the right to deduct any such taxes from any payment of
any kind otherwise due to the Optionee.
b) The Optionee may elect to have such tax withholding obligation
satisfied, in whole or in part, by
(ii) authorizing the Company to withhold from shares of Common
Stock to be issued pursuant to the Stock Option a number of shares
with an aggregate fair market value that would satisfy the
withholding amount due, or
(iii) transferring to the Company shares of Common Stock owned
by the Optionee with an aggregate fair market value that would
satisfy the withholding amount due.
9. AMENDMENT
This Agreement may be amended or modified only by a written instrument
signed by the Optionee and a duly authorized representative of the Company.
10. GOVERNING LAW
This Agreement shall be governed by the laws of the State of Delaware,
except to the extent that such law is preempted by federal law.
11. MISCELLANEOUS
Notice hereunder shall be mailed or delivered to the Company at its
principal place of business, and shall be mailed or delivered to the Optionee at
the address set forth below, or in either case at such other address as one
party may subsequently furnish to the other party in writing.
LITTLE SWITZERLAND, INC.
By:
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Print name:
Title:
The foregoing Agreement is hereby accepted and the terms and conditions
thereof hereby agreed to by the undersigned.
Dated:
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Optionee's Signature
Optionee's Address:
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