Exhibit 10.1
STOCK OPTION AGREEMENT (the "Agreement"), dated as of [_____], 1999
between The Yankee Candle Company, Inc., a Massachusetts corporation (together
with its successors, the "Company"), and < Director > (the "Optionee").
1. EXCHANGE OF OLD OPTIONS FOR NEW OPTIONS.
1.1 TERMS OF EXCHANGE. Pursuant to a Stock Option Agreement,
dated as of [________, 199_], between Yankee Candle Holdings Corp., a Delaware
corporation ("Holdings") and the Optionee (the "Old Stock Option Agreement"),
Holdings granted to the Optionee the right and option (the "Old Option") to
purchase all or any part of an aggregate of [____] whole shares of Class A
Common Stock, par value $0.01 per share, of Holdings. As a result of a
reorganization in connection with the initial public offering (the "Offering")
of shares of the Common Stock (as defined below) of the Company, effective upon
the closing of the Offering, the Old Option will be exchanged for a new option
of the Company as set forth below. Effective upon the closing of the Offering,
the Old Option and the Old Option Agreement will be of no further force and
effect, and the Optionee will have a new option (the "Option") to purchase all
or any part of an aggregate of [____] whole shares of Common Stock, par value
$.01 per share, of the Company (the "Common Stock") (such number being subject
to adjustment as provided in Section 8 hereof) on the terms and conditions set
forth in this Agreement. In consideration of the rights granted hereunder, the
Optionee waives any and all rights it may have under the Old Stock Option
Agreement, from and after the closing of the Offering.
1.2 NON-QUALIFIED OPTION. The Option is not intended to
qualify as an Incentive Stock Option within the meaning of Section 422 of the
Internal Revenue Code of 1986, as amended.
2. PURCHASE PRICE. The price at which the Optionee shall be entitled
to purchase shares of Common Stock upon the exercise of this Option shall be
[$______] per share (such price being subject to adjustment as provided in
Section 8 hereof) (the "Option Price").
3. DURATION OF OPTION. The Option shall be exercisable at any time
to the extent and in the manner provided herein for a period of 10 years from
the date of the grant of the Old Option; provided, however, that the Option may
be earlier terminated as provided in Section 4, Section 6, or Section 7 hereof.
4. EXERCISABILITY OF OPTION.
4.1 AMOUNT OF EXERCISE. Subject to the provisions of this
Agreement, the Option shall be exercisable in accordance with the following
schedule:
(a) on or after [____________] but before [___________] the
Option may be exercised to acquire up to [___________] shares of
Common Stock which may be purchased pursuant to the Option as set
forth in Section 1.1 hereof, less any shares previously acquired
pursuant to the Option;
(b) on or after [__________] but before [_________] the Option
may be exercised to acquire up to [_________] shares of Common Stock
which may be purchased pursuant to the Option as set forth in
Section 1.1 hereof, less any shares previously acquired pursuant to
the Option;
(c) on or after [___________] but before the expiration of the
term of the Option, the Option may be exercised to acquire up to
100% of the aggregate number of shares of Common Stock which may be
purchased pursuant to the Option as set forth in Section 1.1 hereof,
less any shares previously acquired pursuant to the Option.
4.2 SALES OR OTHER EVENTS. The Company shall give the Optionee
10 days' notice (or, if not practicable, such shorter notice as may be
practicable) prior to the anticipated date of the consummation of a Total Sale
(as hereinafter defined) or the anticipated date of the consummation of a
Partial Sale (as hereinafter defined) (the "Sale Notice"). Upon receipt of the
Sale Notice, and for a period of five days thereafter (or such shorter period as
the Board of Directors of the Company shall determine and so notify the
Optionee), the Optionee shall be permitted to exercise the Option to the extent
provided in this Section 4.2, whether or not the Option was otherwise so
exercisable on the date the Sale Notice was given; provided, that, in the event
of a Total Sale or a Partial Sale in which the Optionee would be required to
participate pursuant to Section 2.3 or 2.4 of the Stockholder's Agreement
attached hereto as Exhibit A (the "Stockholder's Agreement") were the Optionee
then a party to such agreement, the Company may require the Optionee to exercise
the Option to the extent necessary to enable the Optionee to participate therein
or to forfeit the Option (or portion thereof, as applicable). In the case of a
Total Sale, the Option may be exercised in whole or in part for up to the full
amount of the shares of Common Stock covered thereby (less the number of shares
previously acquired by the Optionee upon exercise of the Option, if any). In the
case of a Partial Sale, the Option may be exercised in whole or in part, but not
for more than the excess, if any, of (a) the number of shares with respect to
which the Optionee would be entitled to participate in the Partial Sale pursuant
to Section 2.2 or 2.3, as applicable, of the Stockholder's
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Agreement (if the number of shares issuable pursuant to the unexercised portion
of the Option were deemed shares held by the Optionee), and will so participate,
over (b) the number of shares previously issued to the Optionee upon exercise of
the Option and not disposed of in a prior Partial Sale. In the event the Total
Sale or Partial Sale is not consummated, the Option will be deemed not to have
been exercised and shall be exercisable thereafter to the extent it would have
been exercisable if no such notice had been given. In lieu of permitting or
requiring the Optionee to exercise the Option in the event of a Total Sale, the
Board of Directors of the Company, in its sole discretion, may instead cause the
Company to redeem the unexercised portion of the Option pursuant to Section 7
hereof. In lieu of permitting the Optionee to exercise the Option in connection
with a public offering of all or a portion of the shares of Common Stock owned
by the FL & Co. Companies (an "FL Public Offering"), the Company, at its option,
may instead cause the Option and the underlying shares to be registered under
applicable securities laws or make other arrangements consistent with such laws,
so as to permit the Optionee to sell for a period of time after the FL Public
Offering the same number of shares that he or she would have been able to sell
in the FL Public Offering but for this sentence.
For purposes hereof, (a) the term "Total Sale" shall mean any
of the following events: (i) the merger or consolidation of the Company with or
into another corporation (other than a merger or consolidation in which the
Company is the surviving corporation and which does not result in any capital
reorganization or reclassification or other change of the then outstanding
shares of Common Stock), or (ii) the liquidation of the Company, or (iii) the
sale to any person who is not a partner or an affiliate of either of Forstmann
Little & Co. Equity Partnership-V, L.P., a Delaware limited partnership
("Equity-V"), or Forstmann Little & Co. Subordinated Debt and Equity Management
Buyout Partnership - VI, L.P., a Delaware limited partnership ("MBO-VI"),
(Equity-V and MBO-VI together, the "FL & Co. Companies") or an affiliate of such
partner (a "Third Party") of all or substantially all of the assets of the
Company pursuant to a plan of liquidation or otherwise, or (iv) the sale to a
Third Party of Common Stock (other than through a public offering); in each
case, provided that, as a result thereof, the FL & Co. Companies, the direct or
indirect partners of either of the FL & Co. Companies and any affiliates of any
of the foregoing cease to own, directly or indirectly, any shares of the voting
stock of the Company, and (b) the term "Partial Sale" shall mean any sale by the
FL & Co. Companies of all or a portion of their shares of Common Stock to a
Third Party, including through any public offering, which sale is not a Total
Sale.
4.3 TERMINATION OF OPTION. Subject to the provisions of
Section 7 hereof, the Option shall terminate simultaneously with the
consummation of a Total Sale to the extent that the Option has not theretofore
been exercised.
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4.4 EXERCISES UNDER MULTIPLE OPTION AGREEMENTS.
Notwithstanding anything herein to the contrary, if in connection with a Partial
Sale, the Optionee shall be entitled to acquire shares of Common Stock pursuant
to Section 4.2 hereof and pursuant to the analogous provisions of one or more
other stock option agreements between the Optionee and the Company (any such
agreement, including this Agreement, an "Option Agreement"), then the Company
shall have the right, at its option, to designate the Option Agreement or Option
Agreements pursuant to which the Optionee may exercise options for purposes of
the Optionee's participation in the Partial Sale, provided that in no event
shall any such determination reduce the aggregate number of shares that the
Optionee would otherwise be entitled to sell in connection with such Partial
Sale.
5. MANNER OF EXERCISE AND PAYMENT.
5.1 NOTICE OF EXERCISE. Subject to the terms and conditions of
this Agreement, the Option may be exercised by delivery of written notice to the
Company. Such notice shall state that the Optionee is electing to exercise the
Option, shall set forth the number of shares of Common Stock in respect of which
the Option is being exercised and shall be signed by the Optionee or, where
applicable, the guardian, executor, administrator or other legal representative
(each, a "Legal Representative") of the Optionee (all references herein to the
"Optionee" being deemed to include the Optionee's Legal Representative, if any,
unless the context otherwise requires). The Company may require proof
satisfactory to it as to the right of the Legal Representative to exercise the
Option.
5.2 DELIVERIES. The notice of exercise described in Section
5.1 hereof shall be accompanied by (a) payment of the full purchase price for
the shares in respect of which the Option is being exercised, by delivery to the
Company of a certified or bank check payable to the order of the Company or cash
by wire transfer or other immediately available funds to an account designated
by the Company, and (b) a fully executed Stockholder's Agreement (a copy of
which, in the form to be executed by the Optionee (which may differ from the
form attached hereto), will be supplied to the Optionee upon request) and the
undated stock power referred to in Section 5.12(a)(ii) of the Stockholder's
Agreement.
5.3 ISSUANCE OF SHARES. Upon receipt of notice of exercise,
full payment for the shares of Common Stock in respect of which the Option is
being exercised and a fully executed Stockholder's Agreement and stock power,
the Company shall take such action as may be necessary under applicable law to
effect the issuance to the Optionee of the number of shares of Common Stock as
to which such exercise was effected.
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5.4 STOCKHOLDER RIGHTS. The Optionee shall not be deemed to be
the holder of, or to have any of the rights of a holder with respect to, any
shares of Common Stock subject to the Option until: (a) the Option shall have
been exercised in accordance with the terms of this Agreement and the Optionee
shall have paid the full purchase price for the number of shares in respect of
which the Option was exercised, (b) the Optionee shall have delivered the fully
executed Stockholder's Agreement and stock power to the Company, (c) the Company
shall have issued the shares to the Optionee, and (d) the Optionee's name shall
have been entered as a stockholder of record on the books of the Company. Upon
the occurrence of all of the foregoing events, the Optionee shall have full
ownership rights with respect to such shares, subject to the provisions of the
Stockholder's Agreement.
5.5 PARTIAL EXERCISE. In the event the initial exercise of the
Option is an exercise in part only, then, in the event of any further exercise
of the Option, the Optionee, in lieu of executing a new Stockholder's Agreement,
may, at the Company's option, re-execute the original Stockholder's Agreement,
thereby reaffirming the representations, warranties, covenants and agreements
contained in the Stockholder's Agreement as of the date of re-execution, but
with an amended Annex A completed to set forth the number of shares of Common
Stock in respect of which the Option is then being exercised and the cumulative
number of shares of Common Stock which would then be subject to the
Stockholder's Agreement. If the initial exercise of the Option is by the
Optionee and any subsequent exercise of the Option is by the Legal
Representative, then the Legal Representative shall execute, at the Company's
option, either a new Stockholder's Agreement or a counterpart of the original
Stockholder's Agreement thereby agreeing to be bound by such agreement as though
such person were an original signatory thereto and affirming the truth of the
representations and warranties contained therein with respect to such person as
of the date of such person's execution of such counterpart.
6. CERTAIN RESTRICTIONS.
6.1 NO SALE OR TRANSFER. The Optionee shall not sell,
transfer, assign, exchange, pledge, encumber or otherwise dispose of the Option
or any portion thereof, except in accordance with the provisions of this
Agreement.
6.2 TERMINATION AS A DIRECTOR. (a) If the Optionee shall cease
to serve as a director of the Company for any reason whatsoever (a
"Termination"), the Option, to the extent it is not exercisable pursuant to
Section 4.1 hereof on the date of such Termination, shall terminate and be of no
further force and effect from and after the date of such Termination.
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(b) If any portion of the Option is exercisable pursuant to
Section 4.1 hereof on the date of the Optionee's Termination, (i) then the
Optionee may exercise the Option, to the extent the Option was exercisable on
the date of the Optionee's Termination, at any time within 30 days after the
date of the Termination, and (ii) the Company agrees to make available the most
recent audited financial statements of the Company for review by the Terminated
Optionee at the principal offices of the Company during such 30-day period. The
Option shall terminate and be of no further force and effect to the extent not
exercised during such 30-day period.
6.3 PROHIBITED ACTIVITIES. The Optionee agrees that (a) the Optionee
will not at any time while serving as a director of the Company (other than in
the course of his or her duties as a director), or for two years following a
Termination, directly or indirectly disclose or furnish to any other person or
use for the Optionee's own or any other person's account any confidential or
proprietary knowledge or information or any other information which is not a
matter of public knowledge obtained during the course of his or her service as a
director of, or other performance of services for, the Company or any affiliate
thereof, and the Optionee shall retain all such knowledge and information in
trust for the benefit of the Company, its affiliates and the successors and
assigns of any of them, (b) the Optionee will not at any time while serving as a
director of the Company, or for two years following a Termination, directly or
indirectly solicit for employment, including without limitation recommending to
any subsequent employer the solicitation for employment of, any employee of the
Company or any affiliate thereof, and (c) the Optionee will not breach the
provisions of Section 6.1 hereof (any activity prohibited by clause (a), (b) or
(c) of this Section 6.3 being herein referred to as a "Prohibited Activity").
6.4 RIGHT TO TERMINATE OPTION. The Optionee understands and
agrees that the Company is granting to the Optionee an option to purchase shares
of Common Stock hereunder to reward the Optionee for the Optionee's future
efforts and loyalty to the Company and its affiliates by giving the Optionee the
opportunity to participate in the potential future appreciation of the Company.
Accordingly, if, at any time during which any portion of the Option (including
the Exercisable Portion of the Option) is outstanding, the Optionee engages in
any Prohibited Activity, then, in addition to any other rights and remedies
available to the Company, the Company shall be entitled, at its option, to
terminate the Option (including the Exercisable Portion of the Option), or any
unexercised portion thereof, which shall then be of no further force and effect
and, notwithstanding anything herein to the contrary, the Optionee may not
exercise the Option. In addition, if the Optionee engages in any Competitive
Activity (as hereinafter defined), then the Company shall be entitled, at its
option, to terminate the Option (including the Exercisable Portion of the
Option), or any unexercised portion
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thereof, which shall then be of no further force and effect and, notwithstanding
anything herein to the contrary, the Optionee may not exercise the Option.
The term "Competitor" shall mean any person that engages either
directly or indirectly in the candle business.
The term "Competitive Activity" shall mean engaging in any of the
following activities: (i) serving as a director of any Competitor; (ii) directly
or indirectly (X) controlling any Competitor or (Y) owning any equity or debt
interests in any Competitor (other than equity or debt interests which are
publicly traded and do not exceed 2% of the particular class of interests then
outstanding) (it being understood that, if any such interests in any Competitor
are owned by an investment vehicle or other entity in which the Optionee owns an
equity interest, a portion of the interests in such Competitor owned by such
entity shall be attributed to the Optionee, such portion determined by applying
the percentage of the equity interest in such entity owned by the Optionee to
the interests in such Competitor owned by such entity); (iii) directly or
indirectly soliciting, diverting, taking away, appropriating or otherwise
interfering with any of the customers or suppliers of the Company or any
affiliate of the Company; or (iv) employment by (including serving as an officer
or director of), or providing consulting services to, any Competitor; provided,
however, that if the Competitor has more than one discrete and readily
distinguishable part of its business, employment by or providing consulting
services to any Competitor shall be Competitive Activity only if (1) his or her
employment duties are at or involving the part of the Competitor's business that
competes with any of the businesses conducted by the Company or any of its
subsidiaries (the "Competing Operations"), including serving in a capacity where
any person at the Competing Operations reports to the Optionee, or (2) the
consulting services are provided to or involve the Competing Operations. For
purposes of this definition, the term "control" means the possession, directly
or indirectly, of the power to direct or cause the direction of the management
and policies of any Competitor, whether through the ownership of equity or debt
interests, by contract or otherwise.
7. TOTAL SALES.
7.1 CONTINUATION OF OPTION. Upon the effective date of any
Total Sale, any unexercised portion of the Option shall terminate unless
provision shall be made in writing in connection with such Total Sale for the
continuance of such unexercised portion of the Option or for the assumption of
such unexercised portion of the Option by a successor to the Company or for the
substitution for such unexercised portion of the Option of new options covering
shares of such successor with appropriate adjustments as to number and kind of
shares and prices of shares subject to such new options, or unless the Company
shall authorize the redemption of the unexercised portion of the Option pursuant
to Section 7.2 hereof. In the event that provision in
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writing is made as aforesaid in connection with a Total Sale, the unexercised
portion of the Option or the new options substituted therefor shall continue in
the manner and under the terms provided in this Agreement and in such writing.
7.2 REDEMPTION IN CONNECTION WITH A TOTAL SALE. In connection
with a Total Sale, the Board of Directors of the Company may, in its sole
discretion, authorize the redemption of the unexercised portion of the Option
for a consideration per share of Common Stock issuable upon exercise of the
unexercised portion of the Option equal to the excess of (i) the consideration
payable per share of Common Stock in connection with such Total Sale, adjusted
as if all outstanding options and other rights to acquire equity interests in
the Company had been exercised prior to the consummation of such Total Sale and
further adjusted to take into account all other equity interests in the Company
(provided, however, that no adjustment shall be made with respect to any option
or other right to acquire equity interests in the Company if the exercise price
for such option or other right is greater than the consideration that would be
payable per share of Common Stock in connection with such Total Sale if the
adjustment were not made), over (ii) the Option Price. Any redemption pursuant
to this Section 7.2 shall occur simultaneously with the occurrence of the Total
Sale.
7.3 ALLOCABLE SHARE OF EXPENSES. In the event of a redemption
pursuant to Section 7.2 hereof, the Optionee shall be responsible for and shall
be obligated to pay a proportionate amount (determined as if the Optionee were a
holder of the number of shares of Common Stock which would have been issuable
upon exercise of the portion of the Option redeemed pursuant to Section 7.2
hereof) of the expenses, liabilities and obligations incurred or to be incurred
by the stockholders of the Company in connection with such Total Sale
(including, without limitation, the fees and expenses of investment bankers,
legal counsel and other outside advisors and experts retained by or on behalf of
the stockholders of the Company in connection with such Total Sale, amounts
payable in respect of indemnification claims, amounts paid into escrow and
amounts payable in respect of post-closing adjustments to the purchase price)
("Expenses of Sale").
7.4 POWER OF ATTORNEY. (a) The Optionee hereby irrevocably
appoints the FL & Co. Companies, and each of them (individually and
collectively, the "Representative"), the Optionee's true and lawful agent and
attorney-in-fact, with full powers of substitution, to act in the Optionee's
name, place and stead, to do or refrain from doing all such acts and things, and
to execute and deliver all such documents, in connection with this Agreement or
the Option as the Representative shall deem necessary or appropriate in
connection with any Total Sale, including, without in any way limiting the
generality of the foregoing, to receive on behalf of the Optionee any payments
made in respect of the unexercised portion of the Option (including payments
made in connection with any redemption) in connection with any Total Sale, to
hold
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back from any such payments any amount which the Representative deems necessary
to reserve against the Optionee's share of any Expenses of Sale, and to engage
in any acts in which the Representative is authorized by and on behalf of the
holders of any of the Company's capital stock to engage in connection with the
Total Sale. The Optionee hereby ratifies and confirms all that the
Representative shall do or cause to be done by virtue of its appointment as the
Optionee's Representative.
(b) In acting for the Optionee pursuant to the appointment set
forth in paragraph (a) of this Section 7.4, the Representative shall not be
responsible to the Optionee for any loss or damage the Optionee may suffer by
reason of the performance by the Representative of its duties under this
Agreement, except for loss or damage arising from willful violation of law or
gross negligence in the performance of its duties hereunder. The appointment of
the Representative shall be deemed coupled with an interest and shall be
irrevocable, and any person dealing with the Representative may conclusively and
absolutely rely, without inquiry, upon any act of the Representative as the act
of the Optionee in all matters referred to in this Section 7.4.
(c) Notwithstanding the foregoing, this power of attorney does
not empower the Representative to exercise the Option on behalf of the Optionee.
8. ADJUSTMENTS. In the event that shares of Common Stock (whether or
not issued) are changed into or exchanged for a different number or kind of
shares of stock or other securities of the Company or an affiliate, whether
through merger, consolidation, reorganization, recapitalization, stock dividend,
stock split-up or other substitution of securities of the Company, the Board of
Directors of the Company shall make appropriate adjustments to the number and
kind of shares of stock subject to the Option and the Option Price. The Board of
Directors' adjustment shall be final and binding for all purposes of this
Agreement. No adjustment provided for in this Section 8 shall require the
Company to issue a fractional share, and the total adjustment with respect to
this Agreement shall be limited accordingly.
9. CERTAIN DEFINITIONS.
9.1. AFFILIATE. The term "affiliate" of any person shall mean
any person that, directly or indirectly, controls, is controlled by, or is under
common control with, the person of which it is an affiliate.
9.2. PERSON. The term "person" shall mean an individual, a
corporation, a partnership, an association, a trust or any other entity or
organization, including a government or political subdivision or an agency or
instrumentality thereof.
10. NOTICES. All notices and other communications hereunder shall be
in writing and, unless otherwise provided herein, shall be deemed to have been
given
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when received by the party to whom such notice is to be given at its address set
forth below, or such other address for the party as shall be specified by notice
given pursuant hereto:
(a) If to the Company, to:
The Yankee Candle Company, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 00000
Attention: President
with a copy to:
Forstmann Little & Co. Equity Partnership-V, L.P.
000 Xxxxx Xxxxxx, 00xx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xx. Xxxxxx Xxxxxxx
(b) If to the Optionee or Legal Representative, to such person
at the address as reflected in the records of the Company.
11. MODIFICATION OF AGREEMENT. This Agreement may be modified,
amended or supplemented by written agreement of the parties hereto; provided,
that the Company may modify, amend or supplement this Agreement in a writing
signed by the Company without any further action by the Optionee if such
modification, amendment or supplement does not adversely affect the Optionee's
rights hereunder.
12. INVALIDITY OF PROVISIONS. The invalidity or unenforceability of
any provision of this Agreement in any jurisdiction shall not affect the
validity or enforceability of the remainder of this Agreement in that
jurisdiction or the validity or enforceability of this Agreement, including that
provision, in any other jurisdiction. If any provision of this Agreement is held
unlawful or unenforceable in any respect, such provision shall be revised or
applied in a manner that renders it lawful and enforceable to the fullest extent
possible.
13. BINDING EFFECT. This Agreement shall inure to the benefit of and
be binding upon the parties hereto and their respective heirs, legal
representatives, successors and assigns. In addition, each of the FL & Co.
Companies shall be a third party beneficiary of this Agreement and shall be
entitled directly to enforce this Agreement.
14. HEADINGS; EXECUTION IN COUNTERPARTS. The headings and captions
contained herein are for convenience only and shall not control or affect the
meaning or
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construction of any provision hereof. This Agreement may be executed in any
number of counterparts, each of which shall be deemed to be an original and
which together shall constitute one and the same instrument.
15. ENTIRE AGREEMENT. This Agreement and, upon execution thereof,
the Stockholder's Agreement, constitute the entire agreement, and supersede all
prior agreements and understandings (including the Old Stock Option Agreement),
oral and written, between the parties hereto with respect to the Option granted
hereby.
16. RESOLUTION OF DISPUTES. Any dispute or disagreement which may
arise under, or as a result of, or which may in any way relate to, the
interpretation, construction or application of this Agreement shall be
determined by the Board of Directors of the Company, in good faith, whose
determination shall be final, binding and conclusive for all purposes.
17. GOVERNING LAW. This Agreement and the rights and obligations of
the parties hereto shall be governed by, and construed and enforced in
accordance with, the laws of the State of New York without giving effect to the
principles of conflicts of laws thereof.
18. CONSENT TO JURISDICTION. Each party hereby irrevocably and
unconditionally consents to submit to the exclusive jurisdiction of the courts
of the State of New York and of the United States of America, in each case
located in the County of New York, for any actions, suits or proceedings arising
out of or relating to this Agreement and the transactions contemplated hereby
("Litigation") (and agrees not to commence any Litigation except in any such
court), and further agrees that service of process, summons, notice or document
by U.S. registered mail to such party's respective address set forth in Section
10 hereof shall be effective service of process for any Litigation brought
against such party in any such court. Each party hereby irrevocably and
unconditionally waives any objection to the laying of venue of any Litigation in
the courts of the State of New York or of the United States of America, in each
case located in the County of New York, and hereby further irrevocably and
unconditionally waives and agrees not to plead or claim in any such court that
any Litigation brought in any such court has been brought in an inconvenient
forum.
19. INVESTMENT INTENT. The Optionee hereby represents that the
Optionee is acquiring the Option for his own account as principal for investment
and not with a view to resale or distribution in whole or in part.
20. SPECIFIC PERFORMANCE. The parties hereto acknowledge that there
will be no adequate remedy at law for a violation of any of the provisions of
this Agreement and that, in addition to any other remedies which may be
available, all of the
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provisions of this Agreement shall be specifically enforceable in accordance
with their respective terms.
21. WITHHOLDING. The Company shall have the right to deduct from any
amount payable under this Agreement any taxes or other amounts required by
applicable law to be withheld.
IN WITNESS WHEREOF, this Agreement has been signed by or on behalf
of each of the parties hereto, all as of the date first above written.
Optionee THE YANKEE CANDLE COMPANY, INC.
By:
-------------------------------- -------------------------------
Name: < Name > Name:
Address: < Address1 > Title:
< Address2 >
The undersigned acknowledges that the undersigned has read the
foregoing Agreement between The Yankee Candle Company, Inc. and the
undersigned's spouse, understands that the undersigned's spouse has been granted
an option to acquire shares of Common Stock of The Yankee Candle Company, Inc.,
which option is subject to certain restrictions reflected in such Agreement and
agrees to be bound by the foregoing Agreement.
------------------------------------
Optionee's Spouse
(if applicable)
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