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 this _____ day of
_____________, ________, between THE BOMBAY COMPANY, INC., a Delaware
corporation (the "Company"), and _________________________ , an employee of the
Company or one of its subsidiaries (the "Employee").
WHEREAS, the Company desires to carry out the purposes of The Bombay
Company, Inc. 1996 Long-Term Incentive Stock Plan (the "Plan") by affording
Employee the opportunity to obtain shares of the Company's $1.00 par value
common stock (the "Shares").
NOW, THEREFORE, in consideration of the mutual covenants hereinafter set
forth for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Award. The Company hereby grants to Employee as of the
date set forth above (the "Date of Grant") the right to receive an aggregate of
__________ shares of the Company's Shares, such Shares being subject to
adjustment as provided in paragraph 8 hereof, and on the terms and conditions
herein set forth. The Shares granted pursuant to this Award are granted as
restricted stock (the "Restricted Shares").
2. Restricted Period. Except as otherwise provided in Paragraph 7,
this Award of Restricted Shares shall be subject to the following vesting
periods: 25% per year, as of each anniversary of the Date of Grant, for four
(4) years.
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 first appearing above is acknowledged to be $_________ per
share.
4. Delivery of Shares. Upon satisfaction and completion of the
applicable vesting period as set forth in Paragraph 2 or Paragraph 7, as the
case may be, 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, free of all
restrictions, to Employee.
5. Forfeiture. All Restricted Shares granted pursuant to this Award
to Employee which have not vested in accordance with Paragraph 2 or Paragraph
7, as the case may be, shall be forfeited upon Employee's termination of
employment with the Company.
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 (4th) anniversary of the Date of Grant, (i) in the event 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; and (ii)
the Committee may, in its discretion, permit the Restricted Shares to be 100%
vested upon any Change in Control of the Company (as defined in the Plan).
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 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 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. Rights as Shareholder. This Award shall not entitle Employee to
any rights of a shareholder of the Company or to any notice of proceedings of
the Company with respect to any Restricted Shares unless and until the vesting
period has been satisfied for such Restricted Shares. 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 Employees 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. Modification. No change or modification of this Agreement shall be
valid or binding upon the parties unless the change or modification is in
writing and signed by the parties; provided, however, that the Company may
change or modify this Agreement without the Participant's consent or signature
if the Company determines, in its sole discretion, that such change or
modification is necessary for purposes of compliance with or exemption from the
requirements of Section 409A of the Internal Revenue Code of 1986, as amended,
or any regulations or other guidance issued thereunder. Notwithstanding the
preceding sentence, the Company may amend the Plan to the extent permitted by
the Plan.
15. 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.
THE BOMBAY COMPANY, INC.
By:
Accepted and Agreed:
Date:
Xxxxxxx X. Xxxxxxxxxxxx
