EXHIBIT 10(j)
DIRECTOR STOCK OPTION AGREEMENT
pursuant to
THE BOMBAY COMPANY, INC.
2001 NON-EMPLOYEE DIRECTOR EQUITY PLAN
This Option Agreement (The "Agreement") is made this _____
day of ________, 2002, between THE BOMBAY COMPANY, INC., a
Delaware Corporation (the "Company"), and ________________, a
director of the Company (the "Director").
WHEREAS, the Company desires to carry out the purposes of
The Bombay Company, Inc. 2001 Non-Employee Director Equity Plan
(the "Plan") by affording Director the opportunity to purchase
shares of the Company's $1.00 par value common stock.
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth and for other good and valuable
consideration, the parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to Director
the right and option (the "Option") to purchase an aggregate of
8,000 shares of the Company's $1.00 par value common stock (the
"Shares"), such Shares being subject to adjustment as provided in
paragraph 8 hereof, and on the terms and conditions herein set
forth. The 8,000 Shares are granted as a nonqualified option not
entitled to special tax treatment under Internal Revenue Code
Section 422A.
2. Purchase Price. The purchase price of the Shares
covered by the Option shall be $_________ per Share, such
purchase price being 100% of the fair market value of such Shares
on _____________, 2002 (the "Date of Grant").
3. Exercise of Option. Unless expired as provided in
paragraph 5 below, and subject to the special provisions of
paragraph 6 below, the Option may be exercised from time to time
in whole or in part at any time after the completion of six (6)
months following the Date of Grant.
4. Manner of Exercise; Payment of Purchase Price.
A. Subject to the terms and conditions of this
Agreement, the Option shall be exercised by written notice to the
Company at its principal office. Such notice shall state the
election to exercise the Option and shall specify the number of
Shares sought to be exercised pursuant to the notice. Such
notice of exercise shall be signed by Director and shall be
irrevocable when given.
B. The Notice of exercise shall be accompanied by the
full payment, in cash, of the purchase price for the Shares or by
tendering Shares owned by Director to the Company with a fair
market value equal to the purchase price for the Shares or by a
combination of such methods of payment.
C. Upon receipt of the purchase price, and subject to
the terms of paragraph 11, the certificate or certificates
representing the Shares exercised shall be registered in the name
of the person or persons so exercising the Option. If the Option
shall be exercised by Director and, if Director shall so request
in the notice exercising the Option, the Shares shall be
registered in the name of Director and another person, as joint
tenants with right of survivorship, and shall be delivered as
provided above to or upon the written order of the person or
persons exercising the Option. In the event the Option shall be
exercised pursuant to paragraph 7 hereof, by any person or
persons other than Director, such notice shall be accompanied by
appropriate proof satisfactory to the Company of the right of
such person or persons to exercise the Option. All Shares that
shall be purchased upon the exercise of the Option as provided
therein shall be fully paid and non-assessable.
5. Expiration of Option. A departing Director shall have
twelve (12) months to exercise vested options for each full three
year term and any partial term served on the Board, to a maximum
exercise period of thirty-six (36) months. In no event, however,
shall the period to exercise this option extend beyond the date,
which is ten (10) years after the Date of Grant. Except as
provided in paragraph 6 below, only those portions of this option
exercisable as of the date Director ceases to serve as a Director
of the Company may be exercised, whether such termination is by
retirement or otherwise. Any option not exercised within the
permitted exercise period shall expire and become null and void.
6. Acceleration of Exercisable Dates. Notwithstanding the
provisions of paragraph 3 above relating to the exercise of this
Option: (a) upon Director's death or Disability this Option
shall be fully vested and immediately exercisable, until the
expiration date provided in paragraph 5 above, for the entire
number of Shares covered hereby; (b) upon Director's retirement,
or other termination or service, this Option shall be fully
vested and immediately exercisable, until the expiration date
provided in paragraph 5 above, for the entire number of Shares
covered hereby provided Director has completed at least five (5)
years service on the Board; and (c) upon any Change in Control of
the Company (as defined in the Plan) this Option shall be fully
vested and immediately exercisable for a period of the lesser of
thirty-six (36) months following the date of the Change of
Control or the remaining life of the option (which shall not
exceed 10 years from the Date of Grant), for the entire number of
Shares covered hereby.
7. Option Nontransferable. Unless otherwise approved by
The Board of Directors of The Company, the Option and any right
related thereto shall not be transferable by Director otherwise
than by will or by the laws of descent and distribution and may
be exercised, during Director's lifetime, only by Director. Upon
the death of Director, the Option may be exercised by Director's
executor, administrator, legatee or distributee, as the case may
be, in accordance with paragraphs 4.C and 6.
8. Adjustments of Shares Subject to Option. If the Shares
shall at any time prior to exercise be changed or exchanged by
reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, combination of
Shares or a dividend payable in stock, then the aggregate number
of Shares subject to this Agreement and the purchase price of
such Shares shall be automatically adjusted such that Director's
proportionate interest shall be maintained as before the
occurrence of such event. The determination of any such
adjustment by the Administrative Committee shall be final,
binding and conclusive.
9. No Right to Continue as a Director. This Agreement
does not constitute or be evidence of any agreement or
understanding, express or implied, that the Company will retain
Director for any period of time or at any particular rate of
compensation.
10. Rights as Shareholder. This Option shall not entitle
Director 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 Shares issuable upon exercise of this
Option unless and until the Option 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 Option 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 of federal law or
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 Options shall not then be registered under the
Securities Act of 1933 the Company may, upon Director's exercise
of the Option, require Director 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. Binding Effect. This Agreement shall be binding upon
the heirs, executors, administrators, and successors of the
parties hereto.
13. Governing Instrument and Law. This Option and any
shares issued hereunder shall in all respects be governed 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: _______________________________
Xxxxxx Xxxxxxxxxx
President & Chief Executive Officer
Accepted and Agreed:
___________________________
[INSERT DIRECTOR'S NAME HERE]
