Exhibit (e)(6)
BRASS EAGLE INC.
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
DATE OF GRANT: ___________________, ________ P.M. CST
THE COMPENSATION COMMITTEE (THE "COMMITTEE") OF THE BOARD OF DIRECTORS OF THE
COMPANY SHALL HAVE SOLE AND COMPLETE DISCRETION IN ADMINISTERING THIS AWARD
AGREEMENT DELIVERED TO _________________________ (THE "PARTICIPANT").
TYPE OF OPTION GRANTED. SUBJECT TO THE TERMS AND CONDITIONS OF THE 1997 STOCK
OPTION PLAN AS AMENDED (THE "PLAN"), AND AS HEREINAFTER SET FORTH, THE COMPANY,
WITH THE APPROVAL AND AT THE DIRECTION OF THE COMMITTEE, HEREBY GRANTS THE
PARTICIPANT A NONQUALIFIED STOCK OPTION FOR THE AMOUNT OF __________ SHARES
("SHARES"). THIS IS A NONQUALIFIED STOCK OPTION, NOT INTENDED TO BE WITHIN THE
PROVISIONS OF SECTION 422A OF THE INTERNAL REVENUE CODE.
EXERCISE PRICE. THE EXERCISE PRICE PER SHARE OF STOCK COVERED BY THE OPTION
SHALL BE $________ PER SHARE.
INSTALLMENT EXERCISE. SUBJECT TO FURTHER LIMITATIONS AS PROVIDED HEREIN, THIS
OPTION SHALL BE EXERCISABLE IN FOUR (4) ANNUAL INSTALLMENTS OF 25% EACH,
BEGINNING ONE YEAR AFTER THE DATE OF THE GRANT AND BUILDING IN A CUMULATIVE
FASHION. THIS OPTION MAY BE EXERCISED SOLELY BY THE PARTICIPANT DURING HIS
LIFETIME, OR IN THE EVENT OF LEGAL INCAPACITY, BY HIS LEGAL REPRESENTATIVE.
THE OPTION, TO THE EXTENT NOT HERETOFORE EXERCISED, SHALL EXPIRE ON THE FIRST TO
OCCUR OF THE FOLLOWING DATES:
A. THIRTY DAYS AFTER TERMINATION OF THE PARTICIPANT'S EMPLOYMENT WITH THE
COMPANY DUE TO DEATH, DISABILITY, OR TERMINATION BY THE COMPANY.
B. IMMEDIATELY UPON TERMINATION OF THE PARTICIPANT'S EMPLOYMENT DUE TO
EMPLOYEE'S VOLUNTARILY LEAVING THE COMPANY.
C. TEN YEARS FROM DATE OF GRANT.
CHANGE IN CONTROL. NOTWITHSTANDING THE FOREGOING PARAGRAPHS, IN THE EVENT OF A
CHANGE IN CONTROL, THE OPTION SHALL BECOME IMMEDIATELY EXERCISABLE UNLESS THE
OPTION HAS PREVIOUSLY TERMINATED, EXPIRED, LAPSED OR BEEN FORFEITED PURSUANT TO
THE TERMS OF THIS AGREEMENT OR THE PLAN.
METHOD OF EXERCISE. OPTIONS SHALL BE EXERCISED BY THE DELIVERY OF A WRITTEN
NOTICE FROM THE PARTICIPANT TO THE COMPANY IN THE FORM PRESCRIBED BY THE
COMMITTEE SETTING FORTH THE NUMBER OF SHARES WITH RESPECT TO WHICH THE OPTION IS
TO BE EXERCISED, ACCOMPANIED BY FULL PAYMENT FOR THE SHARES. THE OPTION PRICE
SHALL BE PAYABLE TO THE COMPANY IN FULL IN CASH, OR ITS EQUIVALENT, OR BY
NONQUALIFIED STOCK OPTION AWARD AGREEMENT
PAGE 2
DELIVERY OF SHARES OF STOCK VALUED AT FAIR MARKET VALUE AT THE TIME OF EXERCISE
OR BY A COMBINATION OF THE FOREGOING. IN ADDITION, AT THE REQUEST OF THE
PARTICIPANT, AND SUBJECT TO APPLICABLE LAWS AND REGULATIONS, THE COMPANY MAY
(BUT SHALL NOT BE REQUIRED TO) COOPERATE IN A "CASHLESS EXERCISE" OF THE OPTION.
AS SOON AS PRACTICABLE, AFTER RECEIPT OF WRITTEN NOTICE AND PAYMENT, THE COMPANY
SHALL DELIVER TO THE PARTICIPANT, STOCK CERTIFICATES IN AN APPROPRIATE AMOUNT
BASED UPON THE NUMBER OF SHARES WITH RESPECT TO WHICH THE OPTION IS EXERCISED,
ISSUED IN THE PARTICIPANT'S NAME.
INCORPORATION OF PLAN BY REFERENCE. THIS OPTION IS GRANTED PURSUANT TO THE TERMS
OF THE PLAN, THE TERMS AND DEFINITIONS OF WHICH ARE INCORPORATED HEREIN BY
REFERENCE AND THE GRANT SHALL IN ALL RESPECTS BE INTERPRETED IN ACCORDANCE WITH
THE PLAN.
I ACKNOWLEDGE RECEIPT OF THIS AWARD AGREEMENT AND A COPY OF THE 1997 STOCK
OPTION PLAN.
SIGNED:________________________________________
DATE:
PARTICIPANT
BRASS EAGLE INC.
BY: ___________________________________________
DATE:
TITLE: PRESIDENT AND CEO
