EXHIBIT 4.2
Name of Grantee: ___________________________
Number of Shares: ___________________________
Exercise Price: ___________________________
Date of Grant: ___________________________
SWISS ARMY BRANDS, INC.
Incentive Stock Option Agreement
Pursuant to the 1996 Stock Option Plan
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Option granted as of the date set forth above, (hereinafter
referred to as the "Date of Grant") by SWISS ARMY BRANDS, INC. (the
"Corporation") to the person whose name appears at the head of this Agreement
(the "Grantee"):
1. The Option.
(a) The Corporation hereby grants to the Grantee,
effective on the Date of Grant, an incentive stock option (the "Option") within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code"), to purchase, on the terms and conditions herein set forth, up to the
number of shares of the Corporation's fully paid, nonassessable shares of Common
Stock, par value $.10 per share, as shall be set forth above (the "Shares"), at
the exercise price set forth above.
(b) The Option is granted pursuant to the
Corporation's 1996 Stock Option Plan adopted on February 15, 1996 and approved
by the shareholders of the Corporation on May 16, 1996 (the "Plan"), a copy of
which is delivered herewith by the Corporation and receipt thereof is
acknowledged by the Grantee. The Option is subject in its entirety to all the
applicable provisions of the Plan which are incorporated herein by reference.
The Plan and this Agreement are intended to satisfy the provisions of Section
422 of the Code.
2. The Purchase Price. The purchase price of the
Shares shall be the price per share set forth at the head of this
Option Agreement (the "Option Price"), which price is no less
than the fair market value of the Shares as of the date of grant.
3. Exercise of Option.
(a) Except as otherwise provided in the Plan and
this Agreement, the Option is exercisable over a period of ten years from the
Date of Grant (the "Option Period") in accordance with the following schedule:
Percent of Shares Subject
Date to Option Purchasable
---- -------------------------
From the Date of Grant to the
first anniversary. 25%
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From the first anniversary of
the Date of Xxxxx to the second
anniversary. 50%
From the second anniversary of
the Date of Xxxxx to the third
anniversary. 75%
From the third anniversary of
the Date of Xxxxx to the tenth
anniversary. 100%
The Option may be exercised from time to time during the Option Period as to the
total number of Shares allowable under this Section 3(a), or any lesser amount
thereof, provided that if this Option is exercisable as to 100 or more shares,
then this Option may not be exercised for fewer than 100 shares at any one time,
and if this Option is exercisable as to fewer than 100 shares, then this Option
may not be exercised to purchase fewer than all of such shares.
(b) Not less than fifteen calendar days nor more
than thirty calendar days prior to the date upon which all or any portion of the
Option is to be exercised, the person entitled to exercise the Option shall
deliver to the Corporation written notice (the "Notice") of his or her election
to exercise all or a part of the Option, which Notice shall specify the date for
the exercise of the Option and the number of Shares in respect of which the
Option is to be exercised. The date specified in the Notice shall be a business
day of the Corporation.
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(c) On the date specified in the Notice, the
person entitled to exercise the Option shall pay to the Corporation the Option
Price of the Shares in respect of which the Option is exercised and the amount
of any Federal and state withholding taxes (the "Purchase Price"). The Purchase
Price shall be paid in full at the time of purchase, in cash or by check or with
stock of the Corporation owned by the Grantee for at least six months prior to
the date specified in the Notice, the value of which shall be determined in
accordance with the Plan. If the Option is exercised in accordance with the
provisions of the Plan and this Agreement, the Corporation shall deliver to such
person certificates representing the number of Shares or other securities in
respect of which the Option is being exercised, which Shares or other securities
shall be registered in his or her name.
(d) The Grantee acknowledges that the right of
the Grantee to exercise the Option shall terminate 30 days after the first date
after issuance of the Option on which the Grantee shall for any reason
whatsoever (except for the death of the Grantee) cease to be an employee of the
Corporation or any of its Subsidiaries (as defined in the Plan) (such first date
on which the Grantee shall cease to be an employee being referred to as the
"Vesting Termination Date"), and that during such 30 day period, Grantee shall
have the right to exercise the Option only to the extent that such right had
accrued on the Vesting
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Termination Date; provided, however, that in the event of the death of the
Grantee, the right to exercise the Option shall terminate at the time set forth
in paragraph (a) of Section 7 hereof, and provided further that this option is
not in any event exercisable after the tenth anniversary of the Date of Xxxxx.
The Grantee and the Corporation acknowledge that neither this Agreement nor the
existence of the Option shall directly or indirectly give rise to any obligation
on the part of the Grantee or the Corporation in respect of the continued
employment of the Grantee nor confer upon the Grantee any of the rights of a
shareholder, including, without limitation, the right to inquire with the
management of the Corporation and to examine the books and records of the
Corporation.
(e) Notwithstanding the provisions of subsection
(a) of this Section 3, in the event of the dissolution, liquidation, merger or
consolidation of the Corporation, with or into, or the sale of all or
substantially all of its assets to a corporation not controlled by the
Corporation immediately prior to such transaction, during the term hereof, the
Option shall become immediately exercisable at the election of the Grantee as to
all or any part of the Shares not theretofore issued and sold hereunder. The
Corporation shall provide the Grantee with at least 30 calendar days notice of
the consummation of any of the events referred to in the preceding sentence,
during which period the Grantee may so exercise the Option, In such event, if
the
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Option is not exercised prior to the occurrence of such event, the unexercised
portion of the Option shall terminate upon the happening of such occurrence.
(f) For purposes hereof, the terms "control" and
"controlled" shall mean the possession, directly or indirectly, of the power to
direct or cause the direction of the management and policies of a person,
whether through the ownership of voting securities by contract or otherwise.
4. Securities Law Matters and Transfer of Shares.
(a) The Grantee represents and warrants that he
or she is acquiring this Option and, in the event this Option is exercised, the
Shares, for investment, for his or her own account and not with a view to the
distribution thereof, and that the Grantee has no present intention of disposing
of this Option or the Shares or any interest therein or sharing ownership
thereof with any other person or entity.
(b) The Grantee agrees that at the time of his or
her exercise of the Option, he or she will furnish to the Corporation evidence,
upon request, satisfactory to the Corporation, that he or she is an accredited
investor as that term is defined in Rule 501 of the Regulations pursuant to the
Securities Act of 1933, as amended, (the "Act"), or a reasoned
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opinion of counsel in form and content satisfactory to the Corporation to the
effect that the exercise of the Option by the Grantee does not violate any
provision of the Act.
(c) Any person acquiring Shares pursuant to
bequest or inheritance shall, as a condition of acquiring the same, execute a
document satisfactory to the Corporation agreeing to be bound by all of the
restrictions of this Agreement to the full extent that such restrictions would
have applied to the Grantee.
(d) The Grantee agrees that regardless of
compliance with the other provisions of this Section 4, he or she will not at
any time offer, sell, hypothecate, or otherwise transfer any of the Shares
unless either:
(i) A registration statement covering the Shares which are
to be so offered (and their sale by the transferor thereof) has
been filed with the Securities and Exchange Commission pursuant
to the Act and such sale, transfer or other disposition is
accompanied by a prospectus relating to a registration statement
which is in effect under the Act covering the Shares which are to
be sold, transferred or otherwise disposed of and meeting the
requirements of Section 10 of the Act; or
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(ii) Counsel satisfactory to the Corporation renders a
reasoned opinion in writing and addressed to the Corporation,
satisfactory in form and substance to the Corporation and its
counsel, that in the opinion of such counsel such proposed sale,
offer, transfer or other disposition of the Shares is exempt from
the provisions of Section 5 of the Act in view of the
circumstances of such proposed offer, sale, transfer or other
disposition.
(e) The Grantee acknowledges that (i) the Shares
and the Option constitute "securities" under the Act and/or the Securities
Exchange Act of 1934, as amended, and/or the Rules and Regulations promulgated
under said Acts; (ii) the Shares may be required to be held indefinitely unless
subsequently registered under the Act for sale by the transferee or an exemption
from such registration is available; and (iii) the Corporation is not under any
obligation with respect to the registration of the Shares.
(f) The certificate or certificates representing
the Shares may have an appropriate legend referring to the restrictions upon
transfers set forth herein.
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(g) The Grantee acknowledges that, in the event
of termination of his or her employment with the Corporation, his or her rights
to exercise the Options are restricted as set forth in this Agreement and the
Plan.
(h) The Grantee is advised that the Grantee or
the Grantee's legal representative, as the case may be, may be required to make
an appropriate representation at the time of any exercise of this Option in form
and substance similar to the representations contained herein, relating to the
Shares then being purchased.
5. Successors and Assigns. This Agreement shall be
binding upon and shall inure to the benefit of any successor or
assign of the Corporation and, to the extent herein provided,
shall be binding upon and inure to the benefit of the Grantee's
legal representatives.
6. Adjustment of Options.
(a) The number of Shares issuable upon exercise
of this Option, or the amount and kind of other securities issuable in addition
thereto or in lieu thereof upon the occurrence of the events specified in
Section 8 of the Plan, shall be determined and subject to adjustment, as the
case may be, in accordance with the procedures therein specified.
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(b) Fractional shares resulting from any
adjustment in options pursuant to this section may be settled in cash or
otherwise as the Committee shall determine. Notice of any adjustment shall be
given by the Corporation to each holder of an option which shall have been so
adjusted, and such adjustment (whether or not such notice is given) shall be
effective and binding for all purposes of the Plan.
7. Exercise and Transferability of Option.
(a) This Option shall not be assignable or
transferable by the Grantee other than by will or the laws of descent and
distribution, and, during the lifetime of the Grantee, this Option is
exercisable only by the Grantee and no other person shall acquire any rights
therein.
(b) If the Grantee shall die during the Option
Period while in the employ of the Corporation or any of its Subsidiaries as
defined in the Plan and shall not have fully exercised the Option, the Option
may be exercised, to the extent that the Grantee's right to exercise the Option
had accrued at the time of his or her death and had not been previously
exercised, by the executor(s) or administrator(s) of the Grantee or by any
person(s) who shall have acquired the Option directly from the Grantee by
bequest or inheritance, provided that the executor(s), administrator(s), or any
person(s) acquiring the
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Option by bequest or inheritance agrees to all the provisions of this Agreement,
but only prior to the first to occur of (i) the expiration of the Option Period
or (ii) the expiration of the period of one year after the date of the Grantee's
death.
If the foregoing is in accordance with the Grantee's understanding and approved
by him or her, he or she may so confirm by signing and returning the duplicate
of this Agreement delivered for that purpose.
SWISS ARMY BRANDS, INC.
By
_______________________________________
The foregoing is in accordance with my understanding and is hereby confirmed and
agreed to as of the Date of Xxxxx.
_________________________________________
Grantee
Dated:______________________
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