EXHIBIT 10.9
CHILDTIME
Children's Centers(R)
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STOCK OPTION AGREEMENT
Xxxxxxx Xxxxx:
Pursuant to the 1995 Stock Incentive Plan for Key Employees, as amended (the
"Plan") of Childtime Learning Centers, Inc. (the "Company"), the Company hereby
grants you, effective March 27, 2001, an option (the "Option") to purchase
10,000 shares of the Common Stock of the Company (collectively, the "Shares") at
$7.97 per share, upon the terms and conditions contained in this Agreement and
in the Plan, a copy of which is attached hereto and made a part hereof.
1. The Option is intended to be a non-qualified Option, as defined in
Paragraph 1(f) of the Plan.
2. The Option may not be transferred by you other than by will or by the
laws of descent and distribution and, during your lifetime, the Option
is exercisable only by you.
3. Subject to the other terms contained in this Agreement and in the Plan,
you may exercise the Option in accordance with the following schedule:
a. Prior to the first anniversary date of this Agreement, you may
not purchase any of the Shares.
b. Beginning on the first anniversary date of this Agreement, you
may purchase up to 33% of the Shares.
c. Beginning on the second anniversary date of this Agreement,
you may purchase up to 66% of the Shares.
d. Beginning on the third anniversary date of this Agreement, you
may purchase up to 100% of the Shares.
4. Subject to earlier termination of the Option pursuant to Paragraph 16
of the Plan, the Option will expire (to the extent not previously
exercised) on the sixth (6th) anniversary of the date of this
Agreement.
5. Notwithstanding the foregoing, the Option will become immediately
exercisable with respect to all of the Shares upon occurrence of a
"Change in Control." For purposes of this Agreement, a "Change in
Control" of the Company shall occur if any person or other entity other
than Childtime Associates or KD Partners II, including any person as
defined
in Section 13(d)(3) of the Exchange Act of 1934, as amended, becomes
the beneficial owner (as defined in Rule 13d-3 of the Exchange Act of
1934), directly or indirectly, of more than fifty (50%) of the total
combined voting power of all classes of capital stock of the Company
normally entitled to vote for the election of Directors of the Company.
6. The Option shall be exercised by giving a written notice to the
Treasurer of the Company. Such notice shall specify the number of
Shares to be purchased and shall be accompanied by payment in full (by
means specified in Paragraph 7, below) of the aggregate option price
for the number of shares purchased and by the representation required
by Paragraph 18 of the Plan if the Shares to be issued upon exercise of
the Option have not been registered under the Securities Act of 1933.
Such exercise shall be effective only upon actual receipt of such
written notice, and no rights or privileges of shareholder of the
Company in respect of any of the Shares issuable upon exercise of any
part of the Option shall inure to you or any other personal who is
entitled to exercise the Option unless and until certificates
representing such Shares have been issued.
7. The aggregate option price for the number of Shares to be purchased
shall be payable in cash, or with the consent of the Compensation
Committee that administers the Plan, in Common Stock of the Company
pursuant to Paragraph 11 of the Plan.
8. Nothing contained in this Agreement or in the Plan, nor any action
taken by the Compensation Committee, shall confer upon you any right
with respect to continuation of your employment by the Company of any
of its subsidiaries, nor interfere in any way with the right of the
Company or any subsidiary to terminate your employment at any time.
9. If, upon or as a result of, your exercise of the Option there shall be
payable by the Company any amount for income tax withholding, you shall
promptly pay such amount to the Company to reimburse it for such
withholding.
Very Truly Yours,
Childtime Learning Centers, Inc.
a Michigan Corporation
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx, Interim President and CEO
THE ABOVE IS AGREED TO AND ACCEPTED:
/s/ Xxxxxxx Xxxxx
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Xxxxxxx Xxxxx
Dated: April 25, 2001
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