INCENTIVE STOCK OPTION AGREEMENT
EXHIBIT
10.5b(1)
XXXXX
SHOE COMPANY, INC.
INCENTIVE
AND STOCK COMPENSATION PLAN OF 2002, as AMENDED and
RESTATED
Xxxxx
Shoe Company, Inc., a New York corporation (the “Company”), grants to Optionee,
an Incentive Stock Option to purchase shares of the Company’s Common Stock, $.01
par value (“Common Stock”), pursuant to the provisions of the Incentive and
Stock Compensation Plan of 2002, as Amended and Restated as of May 22, 2008 (the
“Plan”), and subject to the key terms set forth below and the attached General
Terms and Conditions (dated as of May 22, 2008), all of which constitute
part of this Agreement (the “Stock Option”), as follows:
1. Optionee: __________________
2. Date of Grant:
__________________
3. Option Shares: ________ shares
of Common Stock
4. Option Exercise
Price:_________________
5. Expiration Date of Stock
Option: _________________ (10 years from Date of
Grant)
6. Vesting
Schedule: Optionee has the right to purchase the Option Shares
as follows:
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_______________________
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________________________
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7. Exercise Following
Termination: see Section 1(c) of attached
General Terms and Conditions, but not later than Expiration
Date
8. Date of Compensation Committee
Approval: __________________
9. Type of
Option: Incentive Stock
Option
| XXXXX SHOE COMPANY, INC. | |||||
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By:
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| Xxxxx Xxxxxxxxxx, Vice President - Total Rewards | |||||
| Accepted: | |||||
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Optionee
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General Terms and Conditions
(as of May 22, 2008) for Incentive Stock Options
Incentive and Stock
Compensation Plan of 2002, as Amended and Restated as of May 22,
2008
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1.
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Conditions and
Limitations on Right To Exercise
Option.
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(a)
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Time for Exercise. This
Stock Option may not be exercised as to any Option Shares until such
Option Shares are vested or after the Expiration
Date.
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(b)
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Exercise While on Leave of Absence. This
option may not be exercised by the Optionee while on a leave of absence
until he has returned to active employment with the Company, unless such
exercise is expressly approved in writing by the Compensation
Committee.
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(c)
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Exercise if No Longer an Employee.
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(1)
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Termination. Except
as set forth in subsection (c)(2), this Stock Option must be exercised by
the Optionee only while he is an employee of the Company or one of its
subsidiaries (as defined in Section 424(f) of the Internal Revenue Code of
1986, as amended (the "Code”)), or within sixty (60) days after
termination as an employee, but not later than the Expiration
Date.
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(2)
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Death. If
the Optionee dies while employed by the Company or one of its subsidiaries
or dies within sixty (60) days after termination of such employment, this
Stock Option may be exercised to the extent the Optionee was entitled to
exercise it at the date of his death, by a legatee or legatees of the
Optionee under his last will, or by his personal representatives or
distributees at any time within one (1) year after his death, but not
later than the Expiration Date.
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2.
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Method of Exercise of Option and Payment of Option Price.
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(a)
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Exercise. This
Stock Option may be exercised (in whole or in part) at any time or from
time to time after the option is vested and exercisable as provided in
this Option Agreement and before the termination of said right, by
delivering to the Vice President-Total Rewards of the Company or by
sending by registered mail or Express Mail, postage prepaid or by
recognized courier service to the Company to the attention of the Vice
President-Total Rewards (i) using such form as the Company may require, a
written request designating the number of Option Shares to be purchased,
signed by the Optionee or the purchaser acting under Section 1(c)(2)
hereof, (ii) payment to the Company of the full purchase price of the
shares of Common Stock with respect to which the Stock Option is
exercised, and (iii) payment of applicable tax amounts, if required as
provided in Section 4. A stock option exercise form will be
provided upon request made to the Vice President-Total
Rewards.
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(b)
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Payment. The
purchase price upon the exercise of this Stock Option may be paid as
follows: (i) in cash, or (ii) by the tender (either actual or by
attestation) to the Company of shares of the Common Stock owned by the
Optionee, which shares are registered in the Optionee’s name and have a
fair market value equal to the cash exercise price of the option being
exercised; provided that no shares of Common
Stock may be tendered in exercise of this Stock Option if such shares were
acquired by Optionee through the exercise of an Incentive Stock Option,
unless (x) such shares have been held by Optionee for at least one
year, and (y) at least two years have elapsed since such Incentive
Stock Option was granted; or (iii) in the discretion of the
Compensation Committee, by any combination of the payment methods
specified in clauses (i) and (ii) hereof, or (iv) cashless exercise as
permitted under Federal Reserve Board’s Regulation T, subject to
applicable securities law restrictions. In addition, the
Compensation Committee may determine, in its sole discretion, to allow all or a
portion of the purchase price upon exercise of this Stock Option to be
paid by having the Company withhold from the Option Shares otherwise
issuable upon exercise of the Stock Option that number of Option Shares
having a fair market value equal to the amount of the Option Price
applicable to the exercise, provided that such “net exercise” might result
in different tax treatment to the Optionee. Any determination of
fair market value pursuant to this subsection 2(b) or Section 4 shall be
made in such appropriate manner as may be determined by the Compensation
Committee or as may be required in order to comply with, or to conform to
the requirements of, any applicable law or
regulation.
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3.
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Issuance and Delivery of Shares. |
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4.
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Withholding Tax. |
Upon
exercise of this Stock Option, the Company shall have the power and the right to
deduct or withhold, or require the Optionee to remit to the Company, an amount
sufficient to satisfy applicable taxes. The Optionee may elect to
satisfy the withholding requirement, in whole or in part, by having the Company
withhold Option Shares having a fair market value on the date the tax is to be
determined equal to the minimum statutory total tax which could be imposed on
the transaction. All such elections shall be irrevocable, made in
writing on such form as the Company may require, signed by the Optionee, and
shall be subject to any restrictions or limitations that the Board, in its sole
discretion, deems appropriate.
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5.
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Miscellaneous. |
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(a)
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Rights in Shares Prior to Issuance. Prior
to issuance of the Option Shares pursuant to the exercise of rights
granted hereunder, whether by book entry or by physical certificate,
neither the Optionee nor his legatees, personal representatives, or
distributees, shall be deemed to be a holder of any Option
Shares.
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(b)
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Adjustment Upon Changes in Capitalization. In
the event that there is a change in the Common Stock of the Company by
reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, reorganizations, combinations or exchanges of shares, then
the number and class of shares available for options and the number of
shares subject to any outstanding options and the price thereof, shall be
appropriately adjusted by the Compensation
Committee.
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(c)
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Non-Assignability. This
Stock Option shall not be transferable by the Optionee otherwise than by
will or by the laws of descent and distribution and may be exercised,
during his lifetime, only by the
Optionee.
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(d)
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Right to Continued Employment. Nothing
in this Option Agreement shall confer on any individual any right to
continue in the employ of the Company or a subsidiary or interfere with
the right of the Company or a subsidiary to terminate his employment at
any time.
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(e)
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Interpretation. The
option granted herein shall in all respects be subject to and governed by
the provisions of the Plan in effect from time to time, provided that no
amendment or modification to the Plan made subsequent to the grant date of
this Stock Option shall adversely affect
in any material way this Stock Option without the written consent of the
Optionee. This Agreement shall in all respects be so
interpreted and construed as to be consistent with this
intention. By way of an example, the Change of Control
provisions set forth in the Plan shall apply to this
option. If there is any
inconsistency between the terms of this Stock Option Agreement and the
terms of the Plan, the Plan’s terms shall completely supersede and replace
the conflicting terms of this Stock Option
Agreement.
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(f)
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Amendment. The
Stock Option may be amended by the Compensation Committee at any time (i)
if the Compensation Committee determines, in its sole discretion, that
amendment is necessary or advisable on account of any addition to, or
change in, the Internal Revenue Code of 1986, as amended, or in the
regulations issued thereunder, or any federal or state securities law or
other law or regulation, which changes occurs after the Date of Grant and
by its terms applies to this Stock Option; or (ii) other than
in the circumstances described in Clause (i) above, with the consent of
the Optionee.
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(g)
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Construction. The
validity, construction, interpretation and effect of this instrument shall
be governed by and determined in accordance with the laws of the state of
Missouri without respect to any conflict of laws doctrine which might
otherwise apply.
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(h)
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Incentive Stock
Option. This Option is intended by the parties to be,
and shall be treated as, an incentive stock option (as such term is
defined under Section 422 of the Internal Revenue Code of 1986, as
amended).
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