EXHIBIT 10.14
XXXXXX'X SPORTING GOODS, INC.
REPRICING STOCK OPTION AGREEMENT
UNDER THE 1994 OMNIBUS PLAN
This agreement is made as of April 9, 1998, between Xxxxxx'x Sporting Goods,
Inc., a Delaware corporation (the "Company"), and Xxxxx X. Xxxxxxxx
("Optionee").
WHEREAS, the Company has adopted the 1994 Omnibus Plan, as amended (the
"Plan"), which permits the grant of stock options ("Stock Options") to purchase
shares of the Company's common stock, par value $1.00 per share, regardless of
the series or class ("Common Stock"), to eligible employees;
WHEREAS, Optionee is employed by the Company and has previously been granted
Stock Options under the Plan; and
WHEREAS, the Company and the Optionee have agreed to cancel and terminate
certain of the Optionee's Stock Options previously granted to Optionee and to
issue new Stock Options to Optionee;
NOW, THEREFORE, for and in consideration of the premises and the mutual
covenants and agreements herein contained, the parties hereto agree as follows:
Section 1. DEFINITIONS. Any capitalized term used and not otherwise defined
herein shall have the meaning ascribed to such term in the Plan.
Section 2. CANCELLATION AND TERMINATION. Effective as of the date of this
Agreement, the Company and Optionee hereby expressly agree that those Stock
Options set forth on Exhibit A previously granted to Optionee are hereby
canceled and terminated, and all of the Optionee's rights, options and
privileges regarding such stock options hereby cease and terminate in their
entirety.
Section 3. GRANT OF STOCK OPTION. Effective as of the date of this
Agreement, the Company hereby grants to Optionee the right, privilege and option
as herein set forth (the "Stock Option") to purchase up to 250,000 shares (the
"Shares") of common stock $1.00 par value per share, of the Company (or any
security or other property into which such common stock may be changed by reason
of any transaction or event of the type described in Section 5.5 of the Plan)
("Common Stock"), in accordance with the terms of this document. The Shares,
when issued to Optionee upon the exercise of the Stock Option, shall be fully
paid and nonassessable. The Stock Option is granted pursuant to the Xxxxxx'x
Sporting Goods, Inc. 1994 Omnibus Plan (the "Plan") and is subject to the
provisions of the Plan, which is hereby incorporated herein and is made a part
hereof, as well as the provisions of this document. By acceptance of the Stock
Option, Optionee agrees (i) to be bound by all of the terms, provisions,
conditions and limitations of the Plan and the Stock Option, (ii) not to
disclose any trade or secret data or any other confidential information of the
Company acquired during employment by the Company or a Subsidiary, or after the
termination of employment or Retirement and (iii) not to interfere with the
employment of any other employee of the Company or any Subsidiary. All
capitalized terms
used herein shall have the same meanings as set forth in the Plan document
unless otherwise specifically provided. The Stock Option is not intended to
qualify as an "incentive stock option" within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
Section 4. OPTION TERM. Subject to earlier termination as provided herein,
or in the Plan, the Stock Option shall terminate on April 8, 2008. The period
during which the Stock Option is in effect shall be referred to as the "Option
Period".
Section 5. OPTION EXERCISE PRICE. The exercise price (the "Option Price")
of the Shares subject to the Stock Option shall be $5.50 per Share for Shares
purchased during the Option Period.
Section 6. VESTING SCHEDULE. Except to the extent otherwise provided by the
Plan, the Stock Options granted under Section 3 shall vest and be exercisable as
provided in the following Schedule:
DATE PERCENTAGE OF STOCK OPTIONS
VESTED
APRIL 8, 2000 40%
APRIL 8, 2001 70%
APRIL 8, 2002 100%
However, all shares covered by the Stock Options may be exercised in
accordance with Section 5.7(a) of the Plan.
Section 7. METHOD OF EXERCISE. To exercise the Stock Option, Optionee shall
deliver written notice to the Company stating the number of Shares with respect
to which the Stock Option is being exercised together with payment for such
Shares. Payment shall be made (i) in cash or by check acceptable to Company,
(ii) provided Optionee can do so without incurring liability under Section 16(b)
of the Exchange Act, in nonforfeitable, unrestricted shares of the Company's
Common Stock owned by Optionee at the time of exercise of the Stock Option
having an aggregate Fair Market Value at the date of exercise equal to the
aggregate Option Price as set forth in Paragraph 5 herein or (iii) by a
combination of (i) and (ii).
Section 8. TERMINATION OF EMPLOYMENT. Termination of Optionee's employment
shall affect Optionee's rights under the Stock Option as follows:
(a) Termination of Employment For Cause. If the employment of
Optionee with the Company is "terminated for cause" (as defined in the Plan) no
further vesting shall occur after the date of said termination and Optionee's
right to exercise the vested portion of the Stock Option shall terminate at the
close of business on the date of termination of employment.
(b) Termination other than by Death or Disability that is not a
"termination for cause". If the employment of Optionee terminates for any reason
other than Death or Disability or a "termination for cause" by the Company, any
nonvested portion of the Stock Option shall immediately become vested, and
Optionee shall have the right to exercise any part of the vested portion of the
Stock Option at any time during the six (6) months following the date of such
termination (e.g., if termination occurs on June 15, the Stock Option would
terminate
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December 15, subject to the proviso below); and
(c) Termination by Death or Disability. If the employment of
Optionee terminates on account of Optionee's Death or Disability any nonvested
portion of the Stock Option shall immediately become vested and Optionee (or a
person described in the next succeeding sentence) shall have the right to
exercise any part of the vested portion of the Stock Option at any time during
the one-year period concluding on the first anniversary of the termination of
employment as a result of death or Disability. In the event Optionee's
employment is terminated by reason of death or Disability, the vested portion of
the Stock Option may be exercised pursuant to this Section (c) by Optionee or
(1) in the case of death, by the person or persons to whom Optionee's rights
under the Stock Option shall pass by will or by the applicable laws of descent
and distribution, or (2) in the case of Disability, by Optionee's personal
representative;
(d) Notwithstanding the foregoing, in no event shall any portion of
the Stock Option be exercisable for any reason (including pursuant to this
Section 8) at any time after April 8, 2008.
Section 9. REORGANIZATION OF THE COMPANY AND SUBSIDIARIES/CHANGE IN
CONTROL. The existence of the Stock Option shall not affect in any way the right
or power of the Company or its stockholders to make or authorize any or all
adjustments, recapitalizations, reorganizations or other changes in the
Company's capital structure or its business, or any merger or consolidation of
Company or any issue of bonds, debentures, preferred or prior preference stock
ahead of or affecting the Shares or the rights thereof, or the dissolution or
liquidation of the Company, 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.
If a Change in Control shall occur, then the Stock Option shall become
exercisable in full, whether or not otherwise exercisable. If approved by the
Board prior to or within 30 days after a Change of Control, the Board shall have
the right for a period of 45 days following the date of the Change in Control to
satisfy the Company's obligations under the Stock Option by paying Optionee in
cash or by certified check an amount net of any taxes required to be withheld
equal to any excess of the "market value" (as defined in Section 5.7(b) of the
Plan) per Share subject to Optionee's exercise of the Stock Option multiplied by
the number of Shares subject to Optionee's exercise of the Stock Option. "Change
in Control" shall have the meaning ascribed to it in the Plan.
Section 10. ADJUSTMENT OF SHARES. In the event of stock dividends, spin-
offs of assets, or other extraordinary dividends, stock splits, combinations of
shares, recapitalizations, mergers, consolidations, reorganizations,
liquidations, issuances of rights or warrants and similar transactions or events
affecting the Stock Option, the number of Shares subject to the Stock Option
shall be appropriately adjusted, as determined by the Committee.
Section 11. NO RIGHTS IN SHARES. Optionee shall have no rights as a
stockholder in respect of Shares until such Optionee becomes the holder of
record of such Shares.
Section 12. CERTAIN RESTRICTIONS. By exercising the Stock Option,
Optionee agrees that if at the time of such exercise the sale of Shares issued
hereunder is not covered by a valid registration statement filed under the
Securities Act of 1933 ("Act"), Optionee will acquire the Shares for his own
account and without a view to resale or distribution in violation of the Act or
any other securities law, and upon any such acquisition Optionee will enter into
such written
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representations, warranties and agreements as Company may reasonably request in
order to comply with the Act or any other securities law or with this document.
Optionee agrees that the Company shall not be obligated to take any affirmative
action in order to cause the issuance or transfer of Shares hereunder to comply
with any law, rule or regulation that applies to the Shares subject to the Stock
Option.
Section 13. SHARES RESERVED. The Company shall at all times during the
Option Period reserve and keep available such number of Shares as will be
sufficient to satisfy the requirements of this Stock Option.
Section 14. NON-TRANSFERABILITY OF OPTION. The Stock Option granted
pursuant to this document is not transferable other than by will, the laws of
descent and distribution or by qualified domestic relations order. The Stock
Option will be exercisable during Optionee's lifetime only by Optionee or by
Optionee's guardian or legal representative.
Section 15. AMENDMENT AND TERMINATION. No amendment or termination of the
Stock Option shall be made by the Board or the Committee at any time without the
written consent of Optionee.
Section 16. NO GUARANTEE OF EMPLOYMENT. The Stock Option shall not confer
upon Optionee any right with respect to continuance of employment or other
service with the Company or any Subsidiary, nor shall it interfere in any way
with any right the Company or any Subsidiary would otherwise have to terminate
such Optionee's employment or other service at any time.
Section 17. WITHHOLDING OF TAXES. The Company shall have the right to (i)
make deductions from the number of Shares otherwise deliverable upon exercise of
the Stock Option in an amount sufficient to satisfy withholding of any federal,
state or local taxes required by law, or (ii) take such other action as may be
necessary or appropriate to satisfy any such tax withholding obligations.
Section 18. NO GUARANTEE OF TAX CONSEQUENCES. Neither the Company or any
Subsidiary nor the Committee makes any commitment or guarantee that any federal
or state tax treatment will apply or be available to any person eligible for
benefits under the Stock Option.
Section 19. SEVERABILITY. In the event that any provision of the Stock
Option shall be held illegal, invalid, or unenforceable for any reason, such
provision shall be fully severable, but shall not affect the remaining
provisions of the Stock Option, and the Stock Option shall be construed and
enforced as if the illegal, invalid, or unenforceable provision had never been
included herein.
Section 20. GOVERNING LAW. The Stock Option shall be construed in
accordance with the laws of the State of Texas to the extent federal law does
not supersede and preempt Texas law.
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Executed effective as of the 9th day of April, 1998.
"COMPANY"
XXXXXX'X SPORTING GOODS, INC.
By:
_________________________________
Printed Name: Xxxxxx X. Xxxx
Title: Executive Vice President
Accepted effective as of the 9th day of April, 1998.
"OPTIONEE"
XXXXX X. XXXXXXXX
____________________________________
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EXHIBIT A
NUMBER OF SHARES
DATE OF GRANT UNDERLYING STOCK OPTIONS PURCHASE PRICE
------------- ------------------------ --------------
April 20, 1995 250,000 $7.125
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