EXHIBIT 10.3
[CHILDTIME LEARNING CENTERS, INC. LETTERHEAD AND LOGO]
Dated as of October 16, 2002
To: Xxxxx X. Xxxxxxx
Childtime Learning Centers, Inc. (the "Corporation") hereby grants to
you an option ("Option") to purchase two thousand five hundred (2,500) shares
("Shares") of the Common Stock of the Corporation at $1.50 per Share, upon the
terms and conditions contained in this Stock Option Agreement (the "Agreement").
Although this Option is not being granted pursuant to the Corporation's Director
Stock Option Plan (the "Directors Plan"), it shall be treated and governed as if
it had been so granted. Accordingly, the Directors Plan, a copy of which is
attached to this Agreement, is made a part of this Agreement and will govern the
terms hereof.
1. The Option is intended to be a Nonqualified Option, as defined in
the Directors Plan.
2. The Option granted by this Agreement may not be transferred by you
other than by will or by the laws of descent and distribution or pursuant to a
qualified domestic relations order as defined by the Internal Revenue Code or
Title I of the Employee Retirement Income Security Act, or the rules thereunder,
and during your lifetime the Option is exercisable only by you.
3. Subject to the other terms of this Option, the Option shall become
exercisable, in full, on the first anniversary of the date of the granting of
the Option and shall continue to be exercisable (except as otherwise stated in
the Agreement) at any time through the fifth anniversary of such date.
4. In accordance with Paragraphs 10, 11 and 12 of the Directors Plan,
it is expressly agreed that if your service to the Corporation as a director is
terminated, you shall have the right to exercise all or any part of the Option
for the period provided in Directors Plan, but in no event subsequent to the
expiration date of this Option.
5. This Option shall be exercised by giving a written notice of
exercise to the Treasurer of the Corporation. Such notice shall specify the
number of Shares to be purchased and shall be accompanied by payment in full, in
the form provided in Paragraph 8 of the Directors Plan, of the aggregate option
price for the number of Shares purchased. Such exercise shall be effective only
upon the actual receipt of such written notice and no rights or privileges of a
shareholder of the Corporation in respect of any of the Shares issuable upon the
exercise of any part of the Option shall inure to you, or any other person
entitled to exercise the Option, unless and until certificates representing such
Shares shall have been issued.
Very truly yours,
CHILDTIME LEARNING CENTERS, INC.,
a Michigan corporation
By: /s/ Xxxxx Xxxxxxxxx
-------------------------------------
Its: Chief Financial Officer
The above is agreed to and accepted:
/s/ Xxxxx X. Xxxxxxx
------------------------------------
Xxxxx X. Xxxxxxx
Dated: November 22, 2002
