EXHIBIT 10(d)
InterTAN, Inc.
NON-EMPLOYEE DIRECTOR
NON-QUALIFIED STOCK OPTION AGREEMENT
This Non-Employee Director Non-Qualified Stock Option Agreement, made as of
the 7th day of June, 1999 by and between InterTAN, Inc., a Delaware corporation
(the "Company"), and ___________________, a director of the Company
("Director");
W I T N E S S E T H:
- - - - - - - - - -
Whereas, subject to and upon the terms and conditions of this Agreement,
the Board of Directors of the Company has determined that it is desirable to
grant an option to Director, who currently serves as a director of the Company
but is not an employee of the Company or any of its affiliates;
Now, Therefore, for good and valuable consideration, it is agreed as
follows:
1. Grant of Option; Vesting. The Company hereby grants to Director the
option to purchase, as hereinafter set forth, 20,000 shares of common stock of
the Company at the exercise price of $15.75 per share. Except as otherwise
expressly provided in this Agreement, the option will vest and become
exercisable in four equal components of 5,000 shares on each of the following
dates: (i) the date of the general meeting of the Company's stockholders next
following the date of this Agreement that is held in calendar year 1999,
provided Director is still a director of the Company on such date; (ii) the
date of the annual general meeting of the Company's stockholders in calendar
year 2000, provided Director is still a director of the Company on such date;
(iii) the date of the annual general meeting of the Company's stockholders in
calendar year 2001, provided Director is still a director of the Company on such
date; and (iv) the date of the annual general meeting of the Company's
stockholders in calendar year 2002, provided Director is still a director of the
Company on such date. The grant of the option is subject to and contingent upon
the approval of the stockholders of the Company at the Stockholders' Meeting.
2. Option Period and Terms of Exercise of Option. The option will become
exercisable on the respective dates of vesting as set forth in paragraph 1 and,
except as provided in paragraph 10, will terminate on the first to occur of (i)
ten years from the date of this Agreement June 7, 2009; (ii) the date on which
Director's service as a director of the Company terminates for any reason; or
(iii) to the extent any portion of this option has not theretofore vested, the
effective date of the final interpretation of XXX Xx. 00 related to Financial
Accounting Standard 123 of the Financial Accounting Standards Board if the
general effect thereof would be to require the Company to take an earnings
charge based on the fair value of the unvested portion of such option on the
applicable vesting dates; provided that if said directorship terminates less
than ten years from the date hereof for any reason other than Director's death,
then Director (or a
permitted transferee referred to in paragraph 9) may exercise the option, to the
extent Director was vested and entitled to exercise the option on the date of
termination of the directorship, at any time within one year after such
termination but not after the expiration of the ten-year period; and provided
further that if said directorship terminates less than ten years from the date
hereof by reason of Director's death, then any unvested portion of the option
shall become immediately and fully vested and exercisable and the executor or
administrator of the estate of Director or any person who has acquired the
option directly from Director by bequest or inheritance (or a permitted
transferee referred to in paragraph 9) may exercise the option at any time
within one year after such death, but not after the expiration of the ten- year
period.
3. Requirement of Directorship. Except as provided in paragraph 2 hereof,
the option and the rights evidenced hereby may not be exercised unless Director
is at the time of exercise serving as a director of the Company.
4. Exercise of Option. The option may be exercised by written notice signed
by Director (or if the option has been transferred pursuant to paragraph 9, a
permitted transferee) and delivered to the Chairman of the Board of the Company
or sent by registered or certified mail, postage prepaid, addressed to the
Company (for the attention of its Chairman of the Board) at its corporate office
at 0000 Xxxxxxx 0, Xxxxx 000, Xxxxxxx, Xxxxxxx X0X 0X0. Such notice shall state
the number of shares as to which the option is exercised and shall be
accompanied by the full amount of the exercise price for such shares. The
exercise price may be paid in cash or, in whole or in part, by the surrender of
issued and outstanding shares of common stock of the Company which shall be
credited against the exercise price at the Fair Market Value of the shares
surrendered on the date immediately prior to the date of exercise of the option.
Any such notice shall be deemed given on the date on which the same was
deposited in the mail, addressed and sent in accordance with this paragraph.
Promptly after demand by the Company, Director shall pay to the Company an
amount equal to applicable withholding taxes, if any, due in connection with the
exercise of the option. For purposes of this paragraph, the term "Fair Market
Value" shall mean, with respect to the common stock of the Company, the closing
price of the common stock on the New York Stock Exchange or such other
securities exchange or automated quotation system on which the common stock of
the Company is then listed, whichever is applicable, as published in The Wall
Street Journal on the date in question.
5. Cashless Exercise. Payment of the exercise price of the option also may
be made by delivery to the Company or its designated agent (in the manner
provided in paragraph 4 above) of an executed irrevocable option exercise form
together with irrevocable instructions to a broker-dealer to sell or margin a
sufficient portion of the shares with respect to which the option is exercised
and deliver the sale or margin loan proceeds directly to the Company to pay the
exercise price and applicable withholding taxes, if any, due in connection with
such cashless exercise.
6. Delivery of Certificates Upon Exercise of Options. Delivery of a
certificate or certificates representing the purchased shares shall be made
promptly after receipt of notice of exercise and payment of the purchase price
(if other than a cashless exercise) and the amount of any withholding taxes to
the Company, if required; provided, however, that the Company shall have such
time as is necessary to qualify or register such shares under any applicable law
or governmental rule or regulation or list such shares on any securities
exchange or automated quotation system on which the common stock of the Company
is then listed. If the Company so elects, its obligation to deliver shares of
common stock upon the exercise of the option shall be conditioned upon its
receipt from the person exercising the option of an executed investment letter,
in form and content satisfactory to the Company and its legal counsel,
evidencing the investment intent of such person and such other matters as the
Company may reasonably require. In addition, if the Company so elects, the
certificate or certificates representing the shares of common stock issued upon
exercise of the option shall bear a legend in substantially the following form:
THE SHARES EVIDENCED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR INVESTMENT
AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933 OR APPLICABLE
STATE SECURITIES LAWS AND MAY NOT BE SOLD OR OTHERWISE TRANSFERRED UNLESS
SUCH SHARES ARE FIRST REGISTERED THEREUNDER OR UNLESS THE COMPANY RECEIVES
A WRITTEN OPINION OF COUNSEL, WHICH OPINION AND COUNSEL ARE ACCEPTABLE TO
THE COMPANY, TO THE EFFECT THAT REGISTRATION THEREUNDER IS NOT REQUIRED.
7. Adjustments Upon Change in Common Stock. In the event that before delivery
by the Company of all the shares in respect of which the option is granted, the
Company shall have effected a split of the common stock or a dividend payable in
common stock, or the outstanding common stock of the Company shall have been
combined into a smaller number of shares, the shares still subject to the option
shall be increased or decreased to reflect proportionately the increase or
decrease in the number of shares outstanding, and the exercise price per share
shall be decreased or increased so that the aggregate exercise price for all the
then optioned shares shall remain the same as immediately prior to such split,
dividend or combination. In the event of a reclassification of the common stock
not covered by the foregoing, or in the event of a liquidation, separation or
reorganization, including a merger, consolidation or sale of assets, it is
agreed that the Board of Directors of the Company shall make such adjustments,
if any, as it may deem appropriate in the number of shares, exercise price and
kind of shares still subject to the option.
8. Change in Control. Anything herein to the contrary notwithstanding, the
option shall vest in full upon the occurrence of a "Change in Control." For
purposes of this Agreement, Change in Control means, with respect to the
Company, any of the following:
(i) any event affecting the Company that would be required to be
reported by a reporting company as a change in control pursuant
to Regulation 14A under the Securities Exchange Act of 1934, as
amended (the "Exchange Act");
(ii) any "person" (as such term is used in Section 13(d) of the
Exchange Act) becomes the "beneficial owner" (as defined in Rule
13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing more than 50% of either
the then outstanding shares of common stock of the Company or the
combined voting power of the then outstanding securities of the
Company;
(iii) at any time during any 24-month period, the individuals who
were serving on the Board of Directors of the Company at the
beginning of such period or who were nominated for election or
elected to such Board during such period by a vote at least two-
thirds of such individuals still in office shall cease to
constitute a majority of such Board;
(iv) any merger or consolidation of the Company with any other
corporation or any sale of all or substantially all of the assets
of the Company, other than a merger, consolidation or sale that
results in the voting securities of the Company outstanding
immediately prior thereto continuing to represent more than 50%
of the combined voting power of the voting securities of the
Company or the surviving entity or any parent thereof outstanding
immediately thereafter; or
(v) the stockholders of the Company approve a plan of complete
liquidation or dissolution of the Company.
9. Transferability. The option shall be exercisable only by Director or by a
person or entity to which Director is permitted to transfer the option in
accordance with this paragraph 9. The option may be transferred by Director
only as follows:
(i) by will or the laws of descent and distribution upon the death of
Director;
(ii) by gift or a domestic relations order to a "family member" of
Director, as such term is defined in the instructions to Form S-8
under the Securities
Act of 1933, as amended, including without limitation trusts in
which family members of Director have more than 50% of the
beneficial interest, foundations in which such family members
control the management of assets, and any other entity in which
such family members or Director own more than 50% of the voting
interests; or
(iii) to an entity in which more than 50% of the voting interests are
owned by Director or Director's family members in exchange for an
interest or interests in that entity.
Each permitted transferee will execute an agreement satisfactory to the Company
agreeing to be bound by the terms and provisions of this Agreement; provided,
however, that the vesting and exercisability of the option and the term of the
option shall be determined by reference to Director's performance of director
services for the Company. Any attempted sale, transfer, pledge, exchange,
hypothecation or other disposition of the option not specifically permitted by
this Agreement shall be null and void and without effect.
10. Termination of Directorship on Account of Certain Acts. Anything herein to
the contrary notwithstanding, in the event of the termination of Director's
service as a director of the Company on account of fraud, dishonesty or other
acts detrimental to the interests of the Company or a subsidiary, the option
shall automatically terminate and be null and void as of the date of such
termination.
11. Amendment. This Agreement may be amended, and the terms hereof may be
waived, to the extent permitted by applicable law and regulations in effect from
time to time, only by a written instrument signed by the Company and Director
or, in the case of a waiver, by the party waiving compliance.
12. Governing Law. This Agreement shall be governed by, and construed and
enforced in accordance with, the law of the State of Delaware.
In Witness Whereof, the parties hereto have executed this Agreement to be
effective as of the date first above written.
InterTAN, Inc.
By: ____________________________
Xxxxx X. Xxxx,
President and Chief Executive Officer
____________________________
Director
