Exhibit 10.1
THE SPORTSMAN'S GUIDE INC.
2004 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION AWARD AGREEMENT
This Agreement is made as of ___________, 200_ (the "Grant Date"), by and
between The Sportsman's Guide, Inc. (the "Company") and ___________________ (the
"Participant").
WHEREAS, the Committee, pursuant to the Company's 2004 Stock Incentive
Plan (the "Plan"), has made an Award to the Participant and authorized and
directed the execution and delivery of this Agreement;
NOW, THEREFORE, in consideration of the foregoing, the mutual promises
hereinafter set forth, and other good and valuable consideration, the receipt
and sufficiency of which is hereby acknowledged, the Company and the Participant
hereby agree as follows:
1. AWARD. The Participant is hereby granted an Incentive Stock Option
(an "Option") to purchase from the Company up to a total of ______
shares of Common Stock of the Company at $_____ per share (the
"Exercise Price"). The term of such Option shall be ten years,
commencing on the Grant Date (the "Term"). This Option is intended
to qualify as an Incentive Stock Option.
2. EXERCISE. The Option may be exercised only in accordance with the
Plan, as supplemented by this Agreement, and not otherwise.
a. VESTING. During its Term and prior to its earlier termination
in accordance with Section 3 of this Agreement, the Option
shall vest and become exercisable in cumulative installments
in accordance with the following schedule:
PERCENT OF OPTION EXERCISABLE AS OF
----------------- -----------------
33 1/3% First Anniversary of the Grant Date
33 1/3% Second Anniversary of the Grant Date
33 1/3% Third Anniversary of the Grant Date
The Option may be exercised for less than the full number of
Shares for which the Option is then exercisable.
b. EXERCISE. To the extent then exercisable, the Option may be
exercised by the Participant by giving written notice of
exercise to the Company in such form as may be provided by the
Committee, specifying the number of Shares with respect to
which the Option is to be exercised and such other information
as the Committee may require. Such exercise shall be effective
upon receipt by the Company of such written notice together
with the required
payment of the Exercise Price and any applicable withholding
taxes.
c. PAYMENT OF EXERCISE PRICE. Payment of the Exercise Price may
be made by cash, check (subject to collection) or, provided
that such Shares have been owned by the Participant for at
least six months prior to such payment, by the delivery (or
attestation of ownership) of Shares having a Fair Market Value
equal to the aggregate Exercise Price and any applicable
withholding taxes. Alternatively, the Participant may make
such payment by authorizing the simultaneous sale of Shares
(or a sufficient portion thereof) acquired upon exercise
through a brokerage or similar arrangement approved in advance
by the Committee. Subject to the foregoing and except as
otherwise provided by the Committee before the Option is
exercised, the Company will deliver to the Participant, within
a reasonable period of time thereafter, a certificate or
certificates representing the Shares so acquired, registered
in the name of the Participant or in accordance with other
delivery instructions provided by the Participant and
acceptable to the Committee.
3. TERMINATION. Except as otherwise provided in this Section 3, the
Option shall terminate upon the expiration of its Term or, if
earlier, termination of the Participant's employment or other
service.
a. If the Participant's employment or other service terminates
for any reason other than cause, disability (as defined below)
or death, the Participant may at any time within a period of
three months after such termination of employment or other
service exercise the Option to the extent the Option was
exercisable by the Participant on the date of such
termination.
b. If the Participant's employment or other service terminates
because of disability within the meaning of Code section
22(e)(3), the Participant may at any time within a period of
one year after such termination of employment or other service
exercise the Option to the extent the Option was exercisable
by the Participant on the date of such termination.
c. If the Participant dies at a time when the Option was
exercisable by the Participant, his or her estate, personal
representative or beneficiary to whom it has been transferred
pursuant to Section 6 hereof may, within six months following
the death, exercise the Option to the extent the Option might
have been exercised at the time of the Participant's death.
d. The Option may not be exercised to any extent by anyone after
the expiration of its Term.
4. CHANGE OF CONTROL. Notwithstanding the provisions of Section 2(a)
hereof, in the event of a Change of Control, the Option shall fully
vest and become immediately exercisable in its entirety, provided
that the Participant's employment or other service has not
terminated prior to the date of such Change of Control.
5. WITHHOLDING. The Company shall withhold all applicable taxes
required by law from all amounts paid in respect of the Option. A
Participant may satisfy the withholding obligation (i) by paying the
amount of any such taxes in cash or check (subject to collection),
(ii) by the delivery (or attestation of ownership) of Shares or
(iii) with the approval of the Committee, by having Shares deducted
from the payment. Alternatively, the Participant may satisfy such
obligation by authorizing the simultaneous sale of Shares (or a
sufficient portion thereof) acquired upon exercise through a
brokerage or similar arrangement approved in advance by the
Committee. The amount of the withholding and, if applicable, the
number of Shares to be delivered or deducted, as the case may be,
shall be determined by the Committee as of when the withholding is
required to be made, provided that the number of Shares so delivered
or withheld shall not exceed the minimum required amount of such
withholding.
6. NON-ASSIGNABILITY. The Option is not assignable or transferable
other than by will or by the laws of descent and distribution and,
during the Participant's life, may be exercised only by the
Participant.
7. RIGHTS AS A SHAREHOLDER. A Participant shall have no rights as a
shareholder with respect to any Shares subject to this Award until
the date the Participant becomes the holder of record of the Shares.
8. NO RIGHT TO CONTINUED SERVICE. Nothing herein shall obligate the
Company or any Subsidiary to continue the Participant's employment
or other service for any particular period or on any particular
basis of compensation.
9. BURDEN AND BENEFIT. The terms and provisions of this Agreement shall
be binding upon, and shall inure to the benefit of, the Participant
and his or her executors or administrators, heirs, and personal and
legal representatives.
10. EXECUTION. This Option is not enforceable until this Agreement has
been signed by the Participant and the Company. By executing this
Agreement, the Participant shall be deemed to have accepted and
consented to any action taken under the Plan by the Committee, the
Board of Directors or their delegates.
11. GOVERNING LAW. This Agreement shall be construed and enforced in
accordance with the laws of the State of Minnesota, without regard
to the conflict of laws principles thereof.
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12. MODIFICATIONS. Except for alterations and amendments permitted under
the Plan without the consent of the Participant, no change or
modification of this Agreement shall be valid unless it is in
writing and signed by the parties hereto.
13. ENTIRE AGREEMENT. This Agreement, together with the Plan, sets forth
all of the promises, agreements, conditions, understandings,
warranties and representations between the parties hereto with
respect to the Option, and there are no promises, agreements,
conditions, understandings, warranties or representations, oral or
written, express or implied, between them with respect to the Option
other than as set forth herein or therein. The terms and conditions
of the Plan are incorporated by reference herein, and to the extent
that any conflict may exist between any term or provision of this
Agreement and any term or provision of the Plan, the term or
provision of the Plan shall control.
14. ADDITIONAL DEFINITIONS. Any capitalized term to the extent not
defined in this Agreement shall have the same meaning as set forth
in the Plan.
15. CONSTRUCTION. The use of any gender herein shall be deemed to
include the other gender and the use of the singular herein shall be
deemed to include the plural and vice versa, wherever appropriate.
16. NOTICES. Any and all notices required herein shall be addressed: (i)
if to the Company, to the principal executive offices of the
Company; and (ii) if to the Participant, to his or her address as
reflected in the records of the Company.
17. INVALID OR UNENFORCEABLE PROVISIONS. The invalidity or
unenforceability of any particular provision of this Agreement shall
not affect the other provisions hereof, and this Agreement shall be
construed in all respects as if the invalid or unenforceable
provisions were omitted.
IN WITNESS WHEREOF, the Company and the Participant have executed this
Agreement as of the date first above written.
THE SPORTSMAN'S GUIDE, INC.
By: __________________________
Xxxxxxx X. Xxxxxxx
President/CEO
_________________________________
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