ONE PRICE CLOTHING STORES, INC.
STOCK OPTION AGREEMENT
Name of Optionee: H. Xxxx Xxxxxxxx
Date of Grant: April 12, 1999
Number of Shares Subject to Options: 40,000
Exercise Price per Share: $4.469
Option expires and is no longer valid on or after: April 12, 2009 unless an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):
10,000 Shares Beginning April 12, 2000
10,000 Shares Beginning April 12, 2001
10,000 Shares Beginning April 12, 2002
10,000 Shares Beginning April 12, 2003
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"), 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 12th 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 services to the extent the Optionee could have
exercised such Options as of the April 12th next following his termination of
employment; (c) resign or retire with the consent of the Company, in which case
he may exercise the previously unexercised but then exercisable portion of the
Options at any time within three (3) months after such resignation or retirement
with the consent of the Company; or (d) have a "Change of Control" triggered, as
determined in his employment agreement with the Company, dated April 12, 1999.
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 the holder resulting from such exercise, and (d) shall comply with such
other reasonable requirements as may be required for legal reasons. 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 Compensation Committee of
the Board ("Committee") in the event of any change in the outstanding stock of
the Company by reason of stock dividend, stock split, re-capitalization,
reorganization, merger, split up or the like. Such adjustment shall be designed
to preserve, but not increase, the benefits to the Optionee. The Committee is
responsible for making all determinations necessary or advisable for the
implementation of the Agreement, including what adjustments, if any, shall be
made, and all such determinations shall be final, binding and conclusive,
provided, however, that the Committee may, as required, or as it deems
necessary, in its discretion, seek legal advice prior to making any
determinations regarding the Agreement.
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, notify the NASDAQ of such filing, 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 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. Signed as of September 2, 1999.
ONE PRICE CLOTHING STORES, INC.
By: /s/ Xxxxx X. Xxxxxx
Title: President and Chief Executive Officer
WITNESS:
/s/ Xxxxx X. Xxxxxx OPTIONEE:
Xxxxx X. Xxxxxx /s/ H. Xxxx Xxxxxxxx
H. Xxxx Xxxxxxxx
