EXHIBIT 10(B)
EMPLOYEE AWARD AGREEMENT
RESTRICTED STOCK
PURSUANT TO
THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN
This Award Agreement (the "Agreement") is made effective as of the 7rd
day of June 2005 (the "Date of Grant"), between THE BOMBAY COMPANY, INC., a
Delaware corporation (the "Company"), and XXXXX X. XXXXXXXX, an employee of the
Company or one of its subsidiaries (the "Employee").
RECITALS
A. The Company and Employee are parties to that certain Employment
Agreement, dated August 20, 2003 (the Employment Agreement"), whereby Employee
may from time to time receive grants of restricted shares of the Company's
$1.00 par value common stock (the "Shares"). Capitalized terms used in this
Agreement but not defined herein shall have the meanings given to them under
the Employment Agreement.
B. The Company desires to carry out the purposes of The Bombay
Company, Inc. 1996 Long Term Incentive Stock Plan (the "Plan") and the
Employment Agreement by affording Employee the opportunity to obtain Shares in
accordance with the terms of this Agreement.
AGREEMENT
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Grant of Award. The Company hereby grants to Employee the right to
receive an aggregate of 120,538 Shares, such Shares being subject to adjustment
as provided in paragraph 8 hereof, and on the terms and conditions herein set
forth (the "Award"). The Shares granted pursuant to this Award are granted as
restricted stock (the "Restricted Shares"). The initial 96,430 Restricted
Shares included in the Award shall be referred to herein as "Regular Restricted
Shares" and the remaining 24,108 Restricted Shares shall be referred to herein
as "Bonus Restricted Shares."
2. Restricted Period. This Award of Restricted Shares shall be
subject to the following vesting period: One years from the Date of Grant as
to all 120,538 Restricted Shares.
3. Purchase Price. The purchase price of the Restricted Shares shall
be $0.00 per Share. For purposes of the Award, the fair market value of such
Shares on the Date of Grant is acknowledged to be $5.94 per share.
4. Delivery of Shares. Upon satisfaction and completion of the
applicable vesting period as set forth in paragraph 2 and any other conditions
prescribed by the Company as set forth in this Agreement, if any, the
restrictions applicable to the specified quantity of Restricted Shares shall
lapse and a stock certificate for that number of Restricted Shares which have
vested shall be delivered to Employee, free of all restrictions imposed by the
Plan or this Agreement.
5. Forfeiture. If the Restricted Shares granted pursuant to this
Award have not vested in accordance with Paragraph 2 at the time of Employee's
termination of employment with the Company, then:
(a) If Employee is terminated for Cause or resigns without
Company Breach, all Restricted Shares shall be forfeited.
(b) If Employee is terminated without Cause, or on account of
his death or permanent disability, or if Employee resigns upon Company
Breach, then (i) all Regular Restricted Shares shall immediately vest
and shall cease to be subject to the restrictions imposed by the Plan and
this Agreement and shall be distributed to Employee or his estate (as
applicable) as promptly as practicable and (ii) all Bonus Restricted
Shares shall be forfeited; provided, however, that if the effective date
of the employee's termination or resignation is less than one year after
the Date of Grant, then Employee shall only be entitled to receive a
prorated amount of the Regular Restricted Shares equal to the product of
(A) the total number of Regular Restricted Shares awarded to Employee
pursuant to this Agreement multiplied by (B) a fraction, the numerator of
which is equal to the number of days elapsed since the Date of Grant, and
the denominator of which is equal to three hundred sixty-five (365).
6. Taxes. The payment of withholding tax liability by Employee shall
be a condition precedent to the Company's obligation to issue any certificates
for Restricted Shares resulting from this Award.
7. Acceleration of Delivery Dates. Notwithstanding the provisions of
paragraph 2 above relating to the vesting period, at any time prior to the
fourth anniversary of the Date of Grant, if (a) the Company's annual earnings
per share, measured as of the end of the Company's fiscal year, equals or
exceeds fifty cents ($0.50) per share, the Restricted Shares shall be 100%
vested effective with the public announcement of such earnings; or (b) if (i) a
Change of Control occurs and (ii) within one year thereafter, Employee's
employment with the Company terminates for any reason other than (A)
termination for Cause or (B) resignation by Employee without Company Breach,
then all Restricted Shares shall become free of the restrictions imposed by the
Plan and this Agreement and shall be distributed to Employee as promptly as
practicable.
8. Adjustments of Shares Subject to Award. If any Shares shall at any
time be changed or exchanged by reason of reorganization, merger,
consolidation, recapitalization, reclassification, stock split, combination of
shares or a dividend payable in stock, then the aggregate number of Restricted
Shares subject to this Agreement (as well as the classification of such shares
as Regular Restricted Shares or Bonus Restricted Shares) shall be automatically
adjusted such that Employee's proportionate interest shall be maintained as
before the occurrence of such event. The determination of any such adjustment
by the Committee (as defined in the Plan) shall be final, binding and
conclusive.
9. No Contract. This Agreement does not constitute a contract for
employment and shall not affect the right of the Company to terminate
Employee's employment for any reason whatsoever.
10. Restrictions on Transfer. None of the Restricted Shares may be
sold, transferred, assigned, pledged or otherwise encumbered or disposed of
prior to the satisfaction of all restrictions prescribed by the Company with
respect to the Restricted Shares.
11. Restriction on Issuance of Shares. The Company shall not be
required to issue or deliver any certificates for Shares covered by an Award
prior to the obtaining of any approval from any governmental agency which the
Company shall, in its sole discretion, determine to be necessary or advisable,
and the completion of any registration or other qualification of such Shares
under any state or federal law or ruling or regulations of any governmental
body which the Company shall, in its sole discretion, determine to be necessary
or advisable. In addition, if shares reserved for issuance upon exercise of
Awards shall not then be registered under the Securities Act of 1933, the
Company may, upon Employee's receipt of an Award, require Employee or his
permitted transferee to represent in writing that the Shares being acquired are
for investment and not with a view to distribution, and may xxxx the
certificate for the Shares with a legend restricting transfer and may issue
stop transfer orders relating to such certificate to the transfer agent.
12. Lapse of Award. The Agreement shall be null and void in the event
Employee shall fail to sign and return a counterpart hereof to the Company
within thirty (30) days of its delivery to Employee.
13. Binding Effect. This Agreement shall be binding upon the heirs,
executors, administrators, and successors of the parties hereto.
14. Governing Instrument and Law. This Award and any Shares issued
hereunder shall in all respects be governed by the terms and provisions of the
Plan, and by the laws of the State of Texas, and in the event of a conflict
between the terms of this Agreement and the terms of the Plan, the terms of the
Plan shall control. Moreover, in the event of a conflict between the terms of
this Agreement and the Employment Agreement, the terms of the Employment
Agreement shall control.
REMAINDER OF PAGE INTENTIONALLY LEFT BLANK;
SIGNATURE PAGE FOLLOWS
IN WITNESS WHEREOF, the parties hereto have executed this Agreement
effective as of the date first above written.
THE BOMBAY COMPANY, INC.
By: /S/ XXXXXXX X. XXXXXXXXXXXX
Xxxxxxx X. Xxxxxxxxxxxx
Vice President, Secretary and General
Counsel
Accepted and Agreed:
/S/ XXXXX X. XXXXXXXX Date: June 7, 2005
Xxxxx X. Xxxxxxxx
