BASSETT FURNITURE INDUSTRIES, INCORPORATED FORM STOCK OPTION AWARD AGREEMENT
Exhibit 10I
XXXXXXX FURNITURE INDUSTRIES, INCORPORATED
1997 EMPLOYEE STOCK PLAN
FORM STOCK OPTION AWARD AGREEMENT
| GRANTED TO |
GRANT DATE |
NUMBER OF SHARES |
OPTION PRICE PER SHARE |
SOCIAL SECURITY | ||||
| EXPIRATION DATE |
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This Stock Option Award Agreement is made between Xxxxxxx Furniture Industries, Incorporated, a Virginia corporation (“Bassett”), and you, an employee of Bassett or one of its Subsidiaries.
Bassett sponsors the Xxxxxxx Furniture Industries, Incorporated 1997 Employee Stock Plan (the “Plan”). A Prospectus describing the Plan is enclosed as Exhibit A. The Plan itself is available upon request, and its terms and provisions are incorporated herein by reference. When used herein, the terms which are defined in the Plan shall have the meanings given to them in the Plan.
In recognition of the value of your contributions to Xxxxxxx, you and Xxxxxxx mutually covenant and agree as follows:
| 1. | Subject to the terms and conditions of the Plan and this Agreement, Xxxxxxx grants to you the Option to purchase from Xxxxxxx the above-stated number of Shares of Xxxxxxx Common Stock at the Option Price per share stated above. This Option is not intended to be an Incentive Stock Option. By signing this Agreement you acknowledge having read the Prospectus and agree to be bound by all of the terms and conditions of the Plan. |
| 2. | This Option vests and is exercisable by you as described on Exhibit B attached hereto and incorporated herein by reference. The manner of exercising the Option and the method for paying the applicable Option Price shall be as set forth in the Plan. Any applicable withholding taxes must also be paid by you in accordance with the Plan. Shares issued upon exercise of the Option shall be issued solely in your name. |
| 3. | In the event of your termination of employment with Xxxxxxx and its Subsidiaries, this Option shall expire on the earlier of the Expiration Date stated above or the following cancellation date depending on the reason for termination: |
| Reason for Termination |
Cancellation Date | |
| Death or Disability | 12 months from termination date | |
| Retirement | 36 months from date of Retirement | |
| Voluntary termination by you with written consent of Xxxxxxx |
90 days from termination date | |
| All other termination | termination date |
In the case of death or Disability, the Option shall become fully vested and exercisable on the date of such event and shall remain fully exercisable for the applicable period set forth above.
| For purposes of this Agreement, “Retirement” means termination of employment (other than due to death or Disability) after you attain age sixty-five (65), or earlier if you retire early with Xxxxxxx’x consent. In the case of Retirement, this Option shall become fully vested on the date of your Retirement, and shall be exercisable by you for the applicable period set forth above. |
| In the case of your voluntary termination of employment with the written consent of Xxxxxxx, the Option shall remain exercisable during the applicable period to the extent vested and exercisable as of the date of termination, but the Option shall not become vested and exercisable with respect to any portion of the Option that has not vested pursuant to the schedule on Exhibit B as of the date of termination. In the case of any other termination, the Option shall terminate and be forfeited as of your employment termination date. |
| If the Option is exercisable following your death, the Option shall be exercisable by such person empowered to do so under your will, or if you fail to make a testamentary disposition of the Option or shall have died intestate, by your executor or other legal representative. |
| 4. | You agree that, upon request, you will furnish a letter agreement providing (i) that you will not distribute or resell in violation of the Securities Act of 1933, as amended, any of the Shares acquired upon your exercise of the Option, (ii) that you indemnify and hold Xxxxxxx harmless against all liability for any such violation and (iii) that you will accept all liability for any such violation. |
| 5. | The existence of this Option shall not affect in any way the right or power of Xxxxxxx or its shareholders to make or authorize any or all adjustments, recapitalizations, reorganizations or other changes in Xxxxxxx’x capital structure or its business, or any merger or consolidation of Xxxxxxx, or any issue of bonds, debentures, preferred or prior preference stocks ahead of or convertible into, or otherwise affecting the Common Stock or the rights thereof, or the dissolution or liquidation of Bassett, or any sale or transfer of all or any part of its assets or business, or any other corporate act or proceeding, whether of a similar character or otherwise. |
| 6. | Any notice which either party hereto may be required or permitted to give to the other shall be in writing and may be delivered personally, by intraoffice mail, by fax or by mail, postage prepaid, to such address and directed to such person as Xxxxxxx may notify you from time to time; and to you at your address as shown on the records of Xxxxxxx from time to time, or at such other address as you, by notice to Xxxxxxx, may designate in writing from time to time. |
IN WITNESS WHEREOF, Xxxxxxx has caused this Stock Option Award Agreement to be executed by its duly authorized officer, and you have hereunto set your hand and seal, all effective as of the Grant Date stated above.
| XXXXXXX FURNITURE INDUSTRIES, INCORPORATED | EMPLOYEE | |||||||
| By: |
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[SEAL] | |||||
| Name: |
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| Title: |
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XXXXXXX FURNITURE INDUSTRIES, INCORPORATED
1997 EMPLOYEE STOCK PLAN – Exhibit B
Vesting and Exercise of Nonqualified Stock Option
Subject to the provisions of paragraph 3 of the Stock Option Award Agreement, the Option shall vest and become exercisable by you on if you remain employed with Xxxxxxx through that date. To the extent the Option is not vested on the date you terminate employment, it shall be immediately terminated and forfeited on such date. To the extent the Option is vested on the date you terminate employment, whether it is exercisable after your termination of employment and, if so, for how long shall be determined in accordance with the provisions of paragraph 3 of the Award Agreement. The Option Award and the Stock Option Award Agreement do not constitute an employment contract and do not guarantee employment for the length of the vesting schedule or for any portion thereof.
This Option shall be deemed exercised, and stock certificates for the shares covered by such exercise shall be delivered, only upon receipt by the Company at Bassett, Virginia, of a written notice signed by you stating your intention of thereby exercising the option and the number of shares as to which the option is being exercised, together with payment in full of the purchase price. Your written notice must be substantially the same in content as the form letter attached hereto as EXHIBIT B-1, or in such other form as the Company may prescribe. You cannot exercise this option for less than 100 shares at any time unless such lesser number is the total number of shares for which the option is exercisable at such time. The full aggregate option price of the shares covered by your exercise of this option shall be paid in cash or equivalent.
XXXXXXX FURNITURE INDUSTRIES, INCORPORATED
1997 EMPLOYEE STOCK PLAN – Exhibit B-1
Xxxxxxx Furniture Industries, Inc.
Xxxx Xxxxxx Xxx 000
Xxxxxxx, Xxxxxxxx 00000
Attention: Corporate Secretary
| Re: | Notice of Exercise of Stock Option |
Dear Sir or Madam:
Pursuant to the Xxxxxxx Furniture Industries, Incorporated 1997 Employee Stock Plan (the “Plan”) and the Stock Option Award Agreement dated , I hereby elect to exercise my option to the extent required to purchase shares of $5.00 par value Common Stock of Xxxxxxx Furniture Industries, Incorporated (the “Company”), at and for the price of $ per share.
I enclose herewith a check in the sum of $ which is payment in full for the shares of Common Stock. You are requested to prepare and deliver to me one certificate representing the shares.
I hereby represent that I have received a copy of the Annual Report of the Company for its most recent fiscal year.
| Very truly yours, | ||
| Dated: |
| |
| Optionee’s signature | ||
