EXHIBIT 10.8
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BIG DOG HOLDINGS, INC.
1997 STOCK OPTION PLAN
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1. ESTABLISHMENT. Big Dog Holdings, Inc., a Delaware corporation, hereby
establishes its 1997 Stock Option Plan.
2. PURPOSE. The Plan is designed to enable the Company to attract,
retain and motivate persons who may be expected to contribute to the success of
the Company by providing for or increasing the proprietary interests of such
persons in the Company, and thereby provide an incentive to such persons to
increase the profitability and success of the Company.
3. DEFINITIONS.
a. Company: Big Dog Holdings, Inc.
b. Plan: This 1997 Stock Option Plan.
c. Board: The Board of Directors of the Company.
d. Stock: Shares of the Common Stock of the Company, subject to
Section 12 hereof.
e. Eligible Person: Any directors, officers and employees of the
Company or any majority-owned subsidiary, any consultant or advisor to the
Company or any majority-owned subsidiary and any other person whom the
Board determines may be expected to contribute to the success of the
Company.
f. Optionee: A person to whom an Option has been or is to be
granted.
g. Date of Grant: The date on which the Board completes the
corporate action constituting authorization of an Option.
h. Option: A right granted under the Plan to purchase Stock.
i. Exercise Price: The price at which Stock may be purchased on
exercise of an Option.
j. Option Agreement. The agreement, in form determined by the
Board, that each Optionee shall execute in regard to the grant of Options.
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k. Termination of Employment: An Optionee shall cease to be
employed by or associated with the Company or its subsidiaries or
affiliates for any reason, or no reason, with or without cause, including
voluntary or involuntary termination, death or disability.
l. IPO Date. The closing date of an underwritten initial public
offering of Common Stock of the Company pursuant to a registration
statement filed under the Act.
m. The Act. The Securities Act of 1933 and any successor thereto.
4. ADMINISTRATION. The Plan shall be administered by the Board. The
interpretation and construction by the Board of any provision of the Plan or of
any Option Agreement shall be final and binding upon Optionees. No member of
the Board shall be liable for any action or determination made in good faith.
Subject to the provisions of the Plan, the Board shall have full and
final authority in its discretion to select the Eligible Persons to be granted
an Option, to grant such Option, and to determine the number of shares to be
subject thereto, the Exercise Price, the terms of exercise, the expiration date,
and such other terms and provisions thereof as it may authorize, each of which
terms may be different for each Option.
5. STOCK SUBJECT TO THE PLAN. Subject to the adjustments provided in
section 12 hereof, the aggregate number of shares of Stock which may be subject
to Options granted hereunder shall be 200,000 shares. Shares of Stock subject
to the unexercised portions of any Option which expires or terminates or is
canceled shall again become available for purposes of the Plan. Shares of stock
deliverable upon exercise of any Option granted hereunder may be authorized and
unissued Stock or previously outstanding Stock which has been reacquired by the
Company. No Option shall be exercisable except in respect of whole shares of
Stock.
6. DURATION OF PLAN. Options may be granted as provided in the Plan at
such time or times as may be determined by the Board, but any such grants much
be made at or prior to the close of business on the tenth anniversary date of
the effective date of the Plan. All Options outstanding on that date may
thereafter be exercised in accordance with their respective terms.
7. OPTION PAYMENT. Payment for Stock purchased upon exercise of an
Option shall be made in full in cash or by check, bank draft, or postal or
express money order payable, or other instrument acceptable to the Board, and,
if the applicable Option Agreement so provides, an Optionee may deliver the
following in order to satisfy in whole or in part the Exercise Price: (i) Stock
that the Optionee has previously acquired or (ii) a promissory note having such
terms as the Board shall, in its discretion, establish.
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8. OPTION EXERCISE PRICE. Subject to the general limitations of the Plan,
and with the consent of the Optionee, the Board may make any adjustment in the
Exercise Price, the number of shares subject to, or the term of an Option by
cancellation of an outstanding Option and a subsequent regranting of an Option,
or by amendment or substitution of an outstanding Option. An Option which has
been so amended, substituted or regranted may have a higher or lower Exercise
Price, cover a greater or lesser number of shares of Stock, or have a longer or
shorter term than the Option it replaced.
9. EXERCISE OF OPTIONS. All Options shall be subject to the condition
that they may not be exercised until after the IPO Date. The Board shall have
full authority, in its discretion, to prescribe in any Option Agreement any
addition vesting and other conditions to which the exercise of an Option shall
be subject and events upon which an Option shall or may be canceled. An
Optionee shall not have the rights of a shareholder with respect to the shares
covered by an Option until such shares are issued. The Board may amend any
existing Option Agreement to accelerate the time or times that the subject
Option becomes exercisable.
10. TERMINATION OF OPTIONS.
a. Prior to the IPO Date, if the Termination of Employment of an
Optionee occurs, all Options then held by such Optionee may be canceled by
the Board.
b. On or after the IPO Date, if the Termination of Employment of an
Optionee occurs, for a period of three months after the Termination of
Employment such Optionee (or in the event of the death of the Optionee, his
or her representative) may exercise all Options that were held and were
exercisable at the time of the Termination of Employment, and all other
Options may be cancelled by the Board.
11. NONTRANSFERABILITY OF OPTIONS. Options may not be transferred,
assigned or pledged ("Transferred") by an Optionee. In the event an Optionee
shall attempt to Transfer any Options or any Options shall be involuntarily
Transferred (including pursuant to a bankruptcy or insolvency proceeding, a
divorce or separation proceeding, a writ of attachment garnishment, or any
similar proceeding), such Options shall be deemed to be automatically
terminated.
12. ADJUSTMENTS. If outstanding shares of the Stock are increased or
decreased, or are changed into or exchanged for a different number or kind of
shares or securities of the Company, through reorganization, recapitalization,
reclassification, stock dividend, stock split or similar transaction, an
appropriate and proportionate adjustment shall be made to change the maximum
number or type of shares or securities as to which Options may be granted under
the Plan and to change the number or type of shares or securities allocated to
unexercised Options. Any such adjustment in outstanding Options shall be made
without change in the aggregate Exercise Price applicable to the unexercised
portion of such Options, but a corresponding adjustment in the Exercise Price
for each
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share or other unit of any security covered by the Option shall be made.
Adjustments under this Section 12 shall be made by the Board, and its
determinations as to what adjustments shall be made, and the extent thereof,
shall be final and binding.
13. TRANSACTIONS TERMINATING THE PLAN AND THE OPTIONS.
Upon the dissolution or liquidation of the Company, upon a reorganization,
merger or consolidation of the Company in which the Company is not the surviving
corporation or as a result of which the outstanding shares of Stock are
exchanged or converted into cash or property or securities not issued by the
Company, or upon a sale of substantially all of the stock or assets of the
Company (a "Terminating Transaction"), the Plan may be terminated by the Board.
Upon a Terminating Transaction, the Board may also terminate all Options or may
agree with the surviving or successor corporation or other acquiror that the
Options shall be assumed by such acquiror, with appropriate adjustments as to
the numbers and types of shares and prices (as determined in the discretion of
the Board). If the Options are to be terminated pursuant to the foregoing
sentence, Optionees shall have the right, during a period immediately prior to
the consummation of the Terminating Transaction as the Board shall designate, to
exercise the unexercised portion of their Options that are then exercisable
(other than due to the fact that the IPO Date has not occurred) on the condition
that the Optionees agree to participate in and/or vote for the Terminating
Transaction on the terms agreed to by the Board. In connection with such a
Terminating Transaction, the Board may also, but shall not be required to,
provide for the exercise, on an accelerated basis, of or payment for some or all
of the then outstanding Options which would otherwise not then be exercisable
due to factors other than that the IPO Date has not occurred.
14. GOVERNMENT AND OTHER REGULATIONS. The Company shall not be required
to issue any shares of Stock upon the exercise of any Option unless and until
any then applicable requirements of federal and state securities laws and any
exchanges or trading systems upon which the Stock may be listed or quotes shall
have been fully complied with. Upon the exercise of an Option at a time when
there is not in effect a registration statement under the Act relating to the
shares of Stock issuable upon exercise thereof and available for delivery a
prospectus meeting the requirements of Section 10(a) (3) of the Act, or, if
Company counsel determines that it is advisable in order to ensure that the
Stock may be issued without registration or qualification, the Company may
require as a condition to the issuance of the Stock that (i) the Optionee
represent and warrant to the Company that the shares are being acquired for
investment and not with a view to the distribution thereof, (ii) any
certificates issued upon exercise of an Option bear appropriate legends setting
forth the restrictions on transfer of such shares and (iii) the Optionee execute
and deliver such other agreements and instruments as Company counsel shall
require. Optionees may also be required to conform to any agreement of the
Company with underwriters.
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15. WITHHOLDING TAXES. Whenever shares of Stock are to be issued upon
exercise of an Option, the Company, in its discretion, may require the Optionee
to (i) remit to the Company, all or any part of any amount determined in its
discretion by the Company to be sufficient to satisfy federal, state and local
withholding tax requirements or (ii) withhold such amounts from future wages.
16. AMENDMENT AND TERMINATION OF THE PLAN. The Board may alter, amend,
suspend or terminate the Plan, provided that no such action shall, without the
consent of the Optionee, materially adversely alter the economic terms
applicable to the Options granted to such Optionee.
17. EFFECTIVENESS OF THE PLAN. The effective date of the Plan is
January 31, 1997.
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