1
EXHIBIT 10(b)(vi)
CROWN CRAFTS, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
FOR NONEMPLOYEE DIRECTORS
(PURSUANT TO 1995 STOCK OPTION PLAN)
THIS AGREEMENT (the "Agreement") between Crown Crafts, Inc., a Georgia
corporation (the "Company"), and _______________________________________________
("Director") is entered into as of this _________ day of _____________, 199____.
R E C I T A L S
A. The Board of Directors of the Company (the "Board") has
established the Crown Crafts, Inc. 1995 Stock Option Plan (the "Plan") in order
to provide employees of the Company and its Subsidiaries and members of the
Board who are not employees ("Nonemployee Directors") with a favorable
opportunity to acquire shares of the Company's stock.
B. Director is a Nonemployee Director.
C. Pursuant to the terms of Article VII of the Plan, Director has
become entitled to the option described in the Agreement as an incentive to
achieve the Company's objectives through participation in its success and
growth and as encouragement to remain in service on the Board.
NOW, THEREFORE, it is agreed as follows:
1. Definitions and Incorporation. This Agreement is subject to
all of the provisions of the Plan as amended from time to time, and such
provisions are incorporated herein by this reference. Unless otherwise defined
in this Agreement, the terms used in this Agreement shall have the meanings
given to such terms in the Plan.
2. Grant. The Company hereby grants to Director the option (the
"Option") to purchase all or any part of an aggregate of 2,000 shares of the
$1.00 par value Common Stock of the Company (the "Stock") on the terms and
conditions set forth herein, pursuant to the Plan and subject to adjustment in
accordance with Section 5.2 of the Plan. The Option is not intended to qualify
as an incentive stock option under Section 422 of the Internal Revenue Code of
1986, as amended. The Option is intended to be a Nonstatutory Stock Option.
3. Option Price. The price to be paid for the Stock upon
exercise of the Option or any part thereof shall be $______________ per share,
which is equal to the Fair Market Value per share as of the date of this
Agreement.
4. Right to Exercise. Subject to the conditions set forth in
this Agreement, the right to exercise the Option shall be exercisable with
respect to 666 shares subject to the Option on each of the first two
anniversaries of the date of this Agreement and with respect to 668 shares
2
on the third anniversary of the date of this Agreement. Notwithstanding
anything to the contrary, the Option shall be immediately exercisable in full
upon the occurrence of a Change in Control of the Company in accordance with
Section 6.6 of the Plan.
5. Exercise. The Option may be exercised on the terms and
conditions contained herein by notice to at the Company's principal office.
Each exercise of the Option shall be made with respect to no fewer than one
hundred (100) shares unless the remaining shares which are purchasable are
fewer than one hundred (100) shares. The Option price with respect to which
the Option is then being exercised shall be paid in cash or check acceptable to
the Company on the date of exercise or not later than ten (10) days from the
date of exercise. The Option price may also be paid, in whole or in part, by
delivery to the Company of Stock owned by Director for at least 6 months and
valued at Fair Market Value as of the date of exercise. If the Option is
exercised by a person other than Director, the notice of exercise of the Option
shall be accompanied by proof, satisfactory to the Company, of such person's
right to exercise the Option.
6. Term. Unless sooner terminated as otherwise provided herein,
the Option shall lapse and expire five (5) years from the date of this
Agreement to the extent such Option has not been exercised prior to such date.
7. Termination of Membership on Board. If a Director terminates
membership on the Board for any reason, including death, the Option may be
exercised in whole or in part (but only to the extent of the number of shares
of Stock with respect to which the Option was exercisable at the date of such
termination) at any time prior to the earlier of (i) the expiration of the
period of exercisability of such Option as specified in Section 6, or (ii) 90
days from the date of termination.
8. Limited Stock Appreciation Right. The Option shall include a
Limited Stock Appreciation Right ("LSAR") relating to the number of shares of
Stock set forth in Section 2. The LSAR shall be exercisable only in the event
of a Change in Control of the Company and shall be subject to the terms and
conditions set forth in Article VIII of the Plan.
9. Nontransferability of Option. The Option shall be
transferable only by will or by the laws of descent and distribution and shall
be exercisable during Director's lifetime only by Director.
10. Securities Laws Requirements. The Option is not exercisable,
in whole or in part, and the Company is not obligated to sell any shares of
Stock subject to the Option, if such exercise or sale, in the opinion of
counsel for the Company, would violate the Securities Act of 1933 or any other
federal or state statutes having similar requirements as may be in effect at
that time. Further, the Board may require as a condition of issuance of any
shares pursuant to this Agreement that Director furnish a written
representation that Director is purchasing or acquiring the shares for
investment and not with a view to resale or distribution to the public, and
that such Director shall resell or distribute such shares only pursuant to a
registration statement on an appropriate form under the Securities Act of 1933,
as amended, or a specific exemption from the registration requirements of such
Act. Further, the Board may decide, in its sole discretion, that the listing
or qualification of the shares of Stock subject to the Option under any
securities or other applicable laws is necessary or desirable. In such event,
the Option shall not be
2
3
exercisable, in whole or in part, unless and until such listing, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board.
11. Issuance of Shares. Subject to the terms of this Agreement,
the Company, within ten (10) working days after proper exercise of an Option
and without transfer or issue tax or other incidental expense to the person
exercising the Option, shall deliver to such person at the principal office of
the Company, or such other location as may be acceptable to the Company and
such person, one or more certificates for the shares of Stock with respect to
which the Option is exercised. Such shares shall be fully paid and
nonassessable and shall be issued in the name of such person. Any fractional
shares of Stock with respect to which an Option is exercised shall be settled
in cash.
12. Rights as a Shareholder. Neither Director nor any other
person entitled to exercise the Option shall have any rights as a shareholder
of the Company with respect to the shares subject to the Option until a
certificate for such shares has been issued upon exercise of the Option.
13. Notices. Any notice to the Company contemplated by the
Agreement shall be addressed to Crown Crafts, Inc., 0000 Xxxxxxxxx Xxxxxxx,
Xxxxx 000, Xxxxxxx, Xxxxxxx 00000 or at such other address as the Company may
hereafter designate in writing, and any notice to Director shall be addressed
to him at the address on file with the Company on the date hereof or at such
other address as he may hereafter designate in writing.
14. Effective Date. The Option shall be effective as of the date
on which the Option was granted by the Committee, but its exercise shall not be
permitted until both parties hereto have executed this Agreement.
15. Interpretation. The interpretation, construction, performance
and enforcement of this Agreement and of the Plan shall lie within the sole
discretion of the Committee, and the Committee's determinations shall be
conclusive and binding on all persons.
16. Choice of Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Georgia.
CROWN CRAFTS, INC.
By:_________________________________
Title:______________________________
DIRECTOR:
_________________________________________________
3
