EXHIBIT 10.13
OUTDOOR CHANNEL HOLDINGS, INC.
FORM OF STOCK OPTION AGREEMENT
(PURSUANT TO NON-EMPLOYEE DIRECTORS
STOCK OPTION PLAN)
This Stock Option Agreement (the "Agreement") is made as of
this ___ day of ______________, 20__, between Outdoor Channel Holdings, Inc.
(the "Company") and ______________________ ("Director"). Unless otherwise
defined herein, capitalized words used in this Agreement shall have the same
meaning as the terms are defined in the Company's Non-Employee Directors Stock
Option Plan (the "Option Plan").
R E C I T A L S
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A. Under the terms of the Option Plan, the Company has granted as of
the date of this Agreement a non-qualified stock option to Director to purchase
shares of common stock of the Company ("Shares").
B. The Company and Director desire to enter into this Agreement to
memorialize the grant of the option to Director.
THEREFORE, in consideration of the mutual covenants contained
herein 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, on the terms and conditions contained herein,
all or any part of an aggregate of 50,000 Shares. (The number of Shares subject
to this Option is subject to adjustment, under certain circumstances, as
provided in Section 8 of the Option Plan.)
2. PURCHASE PRICE. The purchase price of the Shares subject to this
Option shall be $_____ per Share, which price constitutes the "Fair Market
Value" of each Share on the date of grant as determined pursuant to the terms of
the Option Plan. (The purchase price for each Share subject to this Option is
subject to adjustment, under certain circumstances, as provided in Section 8 of
the Option Plan.)
3. VESTING SCHEDULE. Except as provided in Section 6(d) of the Option
Plan and Section 6 of this Agreement, the Option granted under this Agreement
shall become exercisable on the following schedule, provided that Director is
then serving as a member of the Board on such date:
(i) Beginning on the date three months following the date
of this Agreement, forty percent (40%) of the total
number of Shares covered by such Option (the total
number of shares herein referred to as the "Covered
Shares");
(ii) Beginning on the first anniversary of the date of
this Agreement, an aggregate of sixty percent (60%)
of the Covered Shares;
(iii) Beginning on the second anniversary of the date of
this Agreement, an aggregate of eighty percent (80%)
of the Covered Shares; and
(iv) Beginning on the third anniversary of the date of
this Agreement, and thereafter until the expiration
of such Option pursuant to Section 7 of the Option
Plan, an aggregate of one hundred percent (100%) of
the Covered Shares.
The Option shall not be exercisable as to any Shares with respect to which such
Option previously has been exercised, and the Option may not be exercised before
approval (or ratification) of the Option Plan by the shareholders of the
Company.
4. EXERCISE. Prior to its expiration and in accordance with the vesting
schedule outline in Section 3 above, each Option may be exercised, in whole or
in part (provided, however, that the Company shall not be required to issue
fractional shares) by delivery of written notice of exercise to the Secretary of
the Company accompanied by the full purchase price of the Shares being
purchased. The purchase price shall be paid (i) in cash or by check made payable
to the Company, or (ii) in Payment Shares (as defined in Section 6(c) of the
Option Plan), the Fair Market Value of which, as of the date of exercise, is
equal to the purchase price, or (iii) by any combination of cash and Payment
Shares. In addition, at the Board's discretion, the Company may allow the
exercise of an Option and the payment of the purchase price by permitting the
sale of the shares underlying the Option through a broker in accordance with a
cashless exercise program acceptable to the Company pursuant to which Director
concurrently provides irrevocable instructions (A) to Director's broker or
dealer to effect the immediate sale of the purchased shares and remit to the
Company, out of the sale proceeds available on the settlement date, sufficient
funds to cover the purchase price plus all applicable taxes required to be
withheld by the Company, if any, by reason of such exercise and (B) to the
Company to deliver the certificates for the purchased shares directly to such
broker or dealer in order to complete the sale. The Company shall not be
required to deliver any Shares pursuant to an exercise of this Option until
payment of the full purchase price therefore is received by the Company.
5. NONTRANSFERABILITY. This Option shall be nonassignable and
nontransferable other than by will or the laws of descent and distribution.
Notwithstanding the foregoing, this Option may be transferred to Director's
family members who acquire this Option from Director through a gift or a
domestic relations order which meets the requirements set forth in General
Instruction A.1.(a)(5) of Form S-8 Registration Statement under the United
States Securities Act of 1933, as amended. In the event of Director's death,
this Option may be exercised by such director's designated beneficiary or, in
the absence of such designation, by will or the laws of descent and distribution
to the extent permitted by the Option Plan.
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6. EXPIRATION OF OPTIONS. Except as hereinafter provided, this Option
shall expire on the earlier of (a) the tenth anniversary of the date of this
Agreement of such Option or (b) the date that Director ceases to be a member of
the Board; provided, however, that to the extent this Option is otherwise
exercisable on the date that Director ceases to be a member of the Board for any
reason other than "cause", death or retirement, this Option shall remain
exercisable for six months following the last day of Director's Board membership
and shall expire if not exercised within said six-month period. If Board
membership ceases on account of death or retirement, the Option (to the extent
it has not expired) held by Director on the last day of Board membership, to the
extent it is then exercisable, shall remain exercisable for one year following
the last day of Director's Board membership and shall expire if not exercised
within said one-year period.
If Director's membership on the Board ends after the
occurrence of "cause", this Option shall expire immediately on the last date of
membership. "Cause", for the purposes of this Section 6, means any (i) act or
omission for which indemnification of Director is prohibited by the laws of the
jurisdiction of incorporation of the Company, (ii) conviction of a felony, or
(iii) misconduct involving personal profit to Director to the material detriment
of the Company or its subsidiaries.
7. TAX WITHHOLDING. Any exercise of this Option shall be subject to
withholding of state and federal income taxes, FICA tax or other taxes to the
extent required by applicable law.
8. LAWS AND REGULATIONS. This Agreement, the grant and exercise of the
Option under this Agreement, and the obligation of the Company to sell or
deliver any of its securities (including, without limitation, the Shares) shall
be subject to all applicable laws, regulations and rules. In the event that the
Shares are not registered under the Securities Act of 1933 (the "Act") or any
applicable state securities laws prior to the delivery of such Shares, the
Company may require, as a condition to the issuance thereof, that the persons to
whom Shares are to be issued represent and warrant in writing to the Company
that such Shares are being acquired by him or her for investment for his or her
own account and not with a view to, for resale in connection with, or with an
intent of participating directly or indirectly in, any distribution of such
Shares within the meaning of the Act, and a legend to that effect may be placed
on the certificates representing the Shares.
9. OPTION PLAN. This Option is subject, and Director agrees to be bound
by, all the terms and conditions of the Option Plan as the same shall be amended
from time to time in accordance with the terms thereof, but no such amendment
shall adversely affect Director's rights under this Option. Pursuant to the
Option Plan, the Board has full authority to interpret the Option Plan, to
promulgate such rules and regulations with respect to the Option Plan as it
deems desirable and to make all other determinations necessary or desirable for
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the administration of the Option Plan. All decisions, determinations and
interpretations by the Board shall be binding upon Director and all other
interested persons. A copy of the Option Plan is available for inspection during
business hours at the principal office of the Company by Director or any other
person entitled to exercise this Option.
10. CONTINUED SERVICE AS A DIRECTOR. This Agreement shall not obligate
the Company or any affiliate of the Company to nominate Director for election or
re-election to the Board nor constitute any contract or agreement of nomination
with Director, nor shall this Agreement interfere in any way with the right of
any person to remove Director.
11. EFFECT OF A CHANGE IN CONTROL. In the event of a "Change in
Control" of the Company as defined in Section 6(d) of the Option Plan, all
unexpired Options held by Director on the date of such Change in Control shall
be immediately exercisable in full, notwithstanding the Vesting Schedule of
Section 3 of this Agreement.
12. GENERAL. Neither Director nor any person entitled to exercise this
Option shall have any rights as a shareholder of the Company with respect to any
Shares underlying this Option until such time as such shares are issued by the
Company pursuant to the valid exercise of this Option.
The Option granted under this Agreement is a nonstatutory
option and is not intended to qualify as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended.
This Agreement shall be binding upon and inure to the benefit
of the parties hereto and their respective successors, heirs, beneficiaries,
executors and administrators.
The paragraph headings used in this Agreement are for
convenience only and are not part of the context.
This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original, but all of which together will
constitute one and the same instrument.
DIRECTOR:
OUTDOOR CHANNEL HOLDINGS, INC.,
an Alaska corporation
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Address:
By:
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Name: Xxxxx X. Xxxxxx
Title: Chief Executive Officer
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