STOCK OPTION
Under Kellwood Company
1995 Omnibus Incentive Stock Plan
INCENTIVE STOCK OPTION granted this 4th day of March, 2004, by KELLWOOD
COMPANY, a Delaware Corporation (thereinafter called the "COMPANY"), to
_____________________________________________________ an employee of the Company
(hereinafter called the "Employee"):
WHEREAS, the Company desires, in accordance with the Company's 1995 Omnibus
Incentive Stock Plan, (hereinafter called the "Plan") to afford the Employee an
opportunity to purchase shares of its Common Stock, $.01 par value, to provide
the Employee with an added incentive to continue his/her services to and
intensify his/her interest in the success of the Company and to increase,
through his/her proprietary interest, his/her personal participation in the
fortunes of the Company:
NOW THEREFORE, in consideration of the premises, and of the services
required under the Plan in order to receive the benefits to this Option, the
Company hereby irrevocably grants to the Employee an option (hereinafter called
the "Option"), to purchase all or any part of an aggregate _______ shares of its
Common Stock on the terms and conditions set forth in the Plan, a copy of which
is attached. The Plan is made a part of this Option and governs all of its
provisions and conditions.
(1) The purchase price per share for the Common Stock subject to this
Option shall be $42.37, being 100% of the fair market value of Common Stock of
the Company on the date hereof.
(2) Subject to provisions of paragraphs 6, 8, 9, 10, and 12 of the Plan,
this Option may be exercised at any time and from time to time beginning on the
first anniversary of the date hereof in annual installments, the first
installment of one-fifth (1/5) of the total shares covered hereby being subject
to purchase, in whole or in part, at any time on or after the first anniversary
of the date hereof, and an additional one-fifth (1/5) of the total shares
becoming eligible for purchase on the second, third, fourth and fifth
anniversary date; provided that this Option shall in any event expire ten (10)
years from the date it is granted.
IN WITNESS WHEREOF, the Company has caused this Option to be duly executed
by an officer thereunto duly authorized, all on the day and year first above
written.
KELLWOOD COMPANY
By: __________________________________
Chairman and Chief Executive Officer
SOC99N
