OPTION AGREEMENT
For good and valuable consideration, receipt of which is hereby
acknowledged, I, as trustee of the Xxxxxx X. Xxxxxxx 1988 Trust Number 1 dated
September 14, 1988, as amended and restated (the "trust"), grant to each of my
children, S. Xxxxxx Xxxxxxx ("Xxxx"), Xxxxx Xxxxxxx-Xxxxxxx ("Xxxxx"), X. Xxxx
Xxxxxxx ("Xxxx") and Xxxxxxxx X. Xxxxxxxx ("Win") and their respective
successors and assigns, an option (the "option") to purchase certain assets from
the trust (or from its successor or successors in interest) in the amounts and
upon the terms and conditions set forth below:
1. The option shall cover Nine Hundred Seventy Thousand and One (970,001)
shares of Class A common stock of Xxxxxxx Outdoors, Inc., a Wisconsin
corporation, or of any successor to its business (the "option assets")
owned by the trust (or by its successor or successors in interest) at the
date the option may first be exercised,
2. The option may first be exercised upon the date of the execution of this
Agreement, and may be exercised thereafter at any time during the period
indicated in the "Term" column in paragraph 3, below, terminating at 11:59
p.m. Central Time on the final day as indicated in such Term column, that
date being January 7, 2005 (the "option period"). The option shall consist
of the right to purchase an option asset at any time during the option
period, subject to the conditions described below.
3. The option assets described above may be acquired by my said children as
provided in the following schedule:
No. of Class
A Shares
Child Option Asset Strike Price Term Consideration
----- ------------ ------------ ---- -------------
Xxxxx 485,000 $13.04 548 days $1,119,480
Xxxx 161,667 $13.04 548 days $ 373,161
Xxxx 161,667 $13.04 548 days $ 373,161
Win 161,667 $13.04 548 days $ 373,161
------- ----------
TOTAL 970,001 $2,238,963
Accordingly, each child may exercise his or her option with respect to the
number of shares shown opposite his or her name. A child of mine may assign
his or her right to exercise the option granted hereunder, in whole or in
part, to: (i) any other of my descendants, (ii) a trust for the benefit of
any one or more of my descendants;
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and (iii) a corporation or partnership, a majority of the value of which is
owned (directly or indirectly through ownership in one or more corporations
or partnerships) by any one or more of my descendants or by a trust for the
benefit of any one or more of my descendants. Any exercise of an option
hereunder must be for all the shares the optionee or assignee of an
optionee is then entitled to purchase. The guardian or personal
representative of a descendant of mine shall be eligible to exercise the
option otherwise exercisable by a descendant of mine without a formal
assignment. Written notice of an assignment allowed hereunder shall be
lodged with the trust records.
4. The price per share to be paid for an asset acquired by exercise of an
option granted under paragraph 2 above shall be at the dollar price
indicated for each option holder in the "Strike Price" column opposite his
or her name in paragraph 3, above.
5. The purchase price for an asset purchased pursuant to the option granted
hereunder shall, at the option of the purchaser, be paid in cash at the
closing, in-kind with shares of Class A common stock of Xxxxxxx Outdoors,
Inc. (or any successor to its business), by an installment note of the
purchaser payable in not more than fifteen annual installments (which, at
the option of the purchaser, may be repaid as to principal, interest or
both in cash, in-kind as described above or any combination of the two) or
by a combination of the foregoing. Any installment note issued pursuant to
the provisions of this paragraph 5 shall bear interest at the "applicable
federal rate" compounded annually for such note determined under Internal
Revenue Code Section 1274(d) or any successor provision ("applicable
federal rate"), and shall be secured by the asset purchased or otherwise in
an amount acceptable to the seller. Accrued interest on such note shall be
payable annually.
6. This option shall be binding on the trustee and upon each successor
trustee. It is my intention that if, upon my death during the option
period, assets described in paragraph 1 are allocated to one or more trusts
for the benefit of my said wife, the option granted herein shall apply to
option assets then held in such one or more trusts for the benefit of my
said wife for an option acquired hereunder.
Each child's consideration for an option acquired hereunder shall, at the
option of the child, be paid in cash, in-kind with shares of Class A common
stock of Xxxxxxx Outdoors, Inc. (or any successor to its business), by an
installment note (which may be repaid, at the option of the child, in cash,
in-kind as described above or any combination of the two), or by a
combination of the foregoing, by each child within ten business days from
the date of the execution of this Agreement. Any installment note issued
pursuant to the provision of this paragraph 6 shall be for a term not to
exceed eighteen months from the date of the execution of this Agreement and
shall bear interest at the applicable federal rate compounded annually.
Such interest shall not be payable until the due date of said note.
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7. This Agreement shall supercede all other option agreements entered into
by the parties hereto prior to the date of the execution of this Agreement
regarding the purchase of shares of Class A common stock of Xxxxxxx
Outdoors, Inc. (or any successor to its business), including, without
limitation, the two separate Option Agreements dated December 26, 1995 and
June 27, 2003, respectively, between and among the parties hereto, but only
to the extent that such agreement or agreements pertain to the option
assets. This Agreement shall not supercede the other Option Agreements
dated as of the date hereof related to the purchase of shares of Class A
common stock of Xxxxxxx Outdoors, Inc. (or any successor to its business).
9. This option agreement may be executed in one or more counterparts, which
shall together constitute the entire agreement.
DATE: July 8, 2003 XXXXXX X. XXXXXXX 1988 TRUST #1
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By: /s/ Xxxxxx X. Xxxxxxx
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As its trustee
DATE: July 8, 2003 /s/ S. Xxxxxx Xxxxxxx
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S. Xxxxxx Xxxxxxx
DATE: July 8, 2003 /s/ Xxxxx Xxxxxxx-Xxxxxxx
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Xxxxx Xxxxxxx-Xxxxxxx
DATE: July 8, 2003 /s/ X. Xxxx Xxxxxxx
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X. Xxxx Xxxxxxx
DATE: July 8, 2003 /s/ Xxxxxxxx X. Xxxxxxxx
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Xxxxxxxx X. Xxxxxxxx
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