ONE PRICE CLOTHING STORES, INC.
STOCK OPTION AGREEMENT
Name of Optionee: Xxxxx X. Xxxxxx
Date of Grant: March 26, 1997
Number of shares subject to Options: 300,000
Exercise price per share: $4.125
Option expires and is no longer valid on or after: April 24, 2007 unless an
earlier date of expiration occurs pursuant to the terms set forth below
The Options shall be exercisable according to the following schedule (subject to
adjustment as provided below):
75,000 Shares Beginning April 24, 1997 56,250 Shares Beginning
April 24, 1998 56,250 Shares Beginning April 24, 1999 56,250
Shares Beginning April 24, 2000 56,250 Shares Beginning April
24, 2001
An Option that becomes exercisable in whole or in part according to the
foregoing schedule may be exercised subsequently at any time prior to its
scheduled expiration, subject to earlier termination as described below.
Additional Option Terms:
The Options shall not be transferable except to members of the
Optionee's immediate family or a trust for the benefit of members of his family.
Any unexercised Option shall terminate on the date the Optionee ceases
to be an employee of One Price Clothing Stores, Inc. (the "Company") or a
subsidiary of the Company, unless the Optionee shall (a) die while an employee
of the Company, in which case his legatees under his last will or his personal
representative or representatives may exercise the previously unexercised
portion of the Options at any time within one (1) year after his death to the
extent the Optionee could have exercised such Options as of the April 24th next
following his death; (b) becomes permanently or totally disabled within the
meaning of Section 22(e)(3) of the Internal Revenue Code of 1986, as amended
(the "Code") (or any successor provision), in which case he or his personal
representative may exercise the previously unexercised portion of the Options at
any time within one (1) year after termination of his employment to the extent
the Optionee could have exercised such Options as of the April 24th next
following his termination of employment; or (c) resign or retire with the
consent of the Company or be terminated without Cause (as defined in that
certain Employment Agreement by and between the Company and Xx. Xxxxxx dated
March 26, 1997 (the "Employment Agreement")), in which case he may exercise the
previously unexercised but then exercisable portion of the Options at any time
within three (3) months after his resignation, retirement or termination without
Cause. In no event may the Options be exercised after the expiration of their
fixed term.
An Option shall be deemed exercised when the holder (a) shall indicate the
decision to do so in writing delivered to the Company, (b) shall at the same
time tender to the Company payment in full in cash (or in shares of the
Company's Common Stock at the value of such shares at the time of exercise ) of
the exercise price for the shares for which the Option is exercised, (c) shall
tender to the Company payment in full in cash of the amount of all federal and
state withholding or other employment taxes applicable to the taxable income, if
any, of Xx. Xxxxxx resulting from such exercise, and (d) shall comply with such
other reasonable requirements as the Board or Compensation Committee of the
Board (the "Committee") may establish. The Optionee shall not have any of the
rights of a shareholder with reference to shares subject to an Option until a
certificate for the shares has been executed and delivered.
An Option may be exercised for any lesser number of shares than the
full amount for which it could be exercised. Such a partial exercise of an
Option shall not affect the right to exercise the Options from time to time in
accordance with this agreement for the remaining shares subject to the Options.
The number and kind of shares subject to Options hereunder and/or the
exercise price will be appropriately adjusted by the Committee in the event of
any change in the outstanding stock of the Company by reason of stock dividend,
stock split, recapitalization, reorganization, merger, split up or the like.
Such adjustment shall be designed to preserve, but not increase, the benefits to
the Optionee. The determinations of the Committee as to what adjustments shall
be made, and the extent thereof, shall be final, binding and conclusive.
No certificate(s) for shares shall be executed or delivered upon
exercise of an Option until the Company shall have taken such action, if any, as
is then required to comply with the provisions of the Securities Act of 1933, as
amended, the Securities Exchange Act of 1934, as amended, the South Carolina
Uniform Securities Act, as amended, any other applicable state blue sky law(s)
and the requirements of any exchange on which the Company's Common Stock may, at
the time, be listed. Promptly following the date hereof, the Company will
register with the United State Securities and Exchange Commission on a Form S-8
the shares underlying the Options and take other steps as it deems necessary or
appropriate in order that the shares covered hereby may be lawfully issued. In
the case of the exercise of an Option by a person or estate acquiring the right
to exercise the Option by bequest or inheritance, the Board or Committee may
require reasonable evidence as to the ownership of the Option and may require
such consents and releases of taxing authorities as it may deem advisable.
Nothing in this Agreement shall in any way alter any of the rights or
duties of the Company or the Optionee under the Employment Agreement.
By the Optionee's and the Company's signatures below, the Optionee and
the Company agree that this Option is granted under and governed by the terms
and conditions of this agreement.
ONE PRICE CLOTHING STORES, INC.
By: Xxxxx X. Xxxxxx, Xx.
Title: Chairman of the Board
WITNESS:
/s/ Xxxxx X. X'Xxxxxx
OPTIONEE:
Xxxxx X. Xxxxxx
Xxxxx X. Xxxxxx
