1
CYRK, INC.
1993 OMNIBUS STOCK PLAN
EMPLOYEE INCENTIVE STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
GRANT DATE APRIL 15, 1997
NUMBER OF OPTION SHARES 27,585
OPTION PRICE PER SHARE $10.875
LAST DAY TO EXERCISE OPTION APRIL 15, 2007
--------------------------------------------------------------------------------
This Agreement evidences the Company's grant to you of an option of the type
indicated above (the "Option") under the 1993 Omnibus Stock Plan (the "Plan")
to purchase shares of the Company's Common Stock, $0.01 par value, (the "Option
Shares") and your acceptance of the Option and the terms and conditions of this
Agreement and the Plan.
A copy of the Plan is furnished to you with this Agreement. An additional copy
may be obtained on request to the Human Resources Department.
The terms of the Plan and any rules and regulations of the Compensation
Committee, which administers the plan, are incorporated in this Agreement as if
fully set forth in it. On the reverse side of this Agreement are some
additional terms of this Option and a brief description of some of the
provisions of the Plan. In the case of any ambiguity or any conflict between
the terms on the reverse side and the Plan, the provisions of the Plan shall
govern.
You may purchase any one or more of the Option Shares that become exercisable
on a given date from that date through and including the Last day to Exercise
Option, set forth above, unless this Option is sooner terminated as provided
herein or in the Plan. The date or dates on which the Option Shares become
exercisable are as follows:
9,195 OPTION SHARES FROM AND AFTER APRIL 15, 1998
9,195 OPTION SHARES FROM AND AFTER APRIL 15, 1999
9,195 OPTION SHARES FROM AND AFTER APRIL 15, 2000
In Witness Whereof, the parties have executed this Agreement as of the Grant
Date.
CYRK, INC. GRANTEE:
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxx
------------------------------ ----------------------------
XXXXXXX X. XXXXXXX XXXXXXX XXXXX
CHAIRMAN
2
ADDITIONAL OPTION AGREEMENT TERMS
A. Nothing in this Option Agreement shall in any way affect your right to
resign from the Company's employ or the Company's right to terminate
your employment.
B. For an exercise to be effective, the Company must receive from you:
(1) A written notice signed by you stating the Option Grant Date and
the number of Option shares you wish to purchase; and
(2) Payment for the Option Shares either (i) by cashier's or
certified check; or (ii) by the surrender of Cyrk common stock
having a fair market value equal to the purchase price of the
Option Shares being purchased, all according to the rules and
regulations of the committee.
C. The Company will not be obligated to deliver any Option Shares to you
unless:
(1) Provision acceptable to the Company has been made for the
payment of any federal, state and local taxes that are due or
that will become due and payable by you because of the purchase
of the Option Shares; and
(2) There has been compliance with all federal and state laws and
regulations that the Company deems applicable, and all other
legal matters in connection with the issuance and delivery of
the Option Shares have been approved by the Company's counsel.
D. Except as expressly otherwise provided in the Plan, this Option is
exercisable only by you during your lifetime. In addition, this Option
may not be assigned or transferred except by your will or according to
the laws of descent and distribution in the absence of a will.
E. If you cease to be employed by the Company other than by reason of your
death or disability, no further installments of this Option shall
become exercisable, and this Option shall terminate 60 days after the
date your employment terminates, but in no event later than the Last Day
to Exercise Option.
F. If you cease to be employed by the Company by reason of your death, this
Option may be exercised, to the extent exercisable on your date of
death, by your estate, personal representative or beneficiary at any
time prior to the earlier of the Last Day to Exercise Option or 180 days
from the date of your death.
G. If you cease to be employed by the Company by reason of disability, you
may exercise this Option to the extent exercisable on the date your
employment terminates at any time prior to the earlier of the Last Day
to Exercise Option or 180 days from the date your employment terminates.
H. As more fully described in the Plan, the number and kind of shares
issuable under this Option and the Option Price Per Share will be
adjusted to account for any reorganization, merger, recapitalization, or
the like that affects the Company's shares.
YOU SHOULD ALSO REFER TO THE COMPANY'S
1993 OMNIBUS STOCK OPTION PLAN
A COPY WILL BE FURNISHED TO YOU ON REQUEST
3
CYRK, INC.
1993 OMNIBUS STOCK PLAN
EMPLOYEE NON-QUALIFIED STOCK OPTION AGREEMENT
--------------------------------------------------------------------------------
GRANT DATE APRIL 15, 1997
NUMBER OF OPTION SHARES 202,415
OPTION PRICE PER SHARE $10.875
LAST DAY TO EXERCISE OPTION APRIL 15, 2007
--------------------------------------------------------------------------------
This Agreement evidences the Company's grant to you of an option of the type
indicated above (the "Option") under the 1993 Omnibus Stock Plan (the "Plan")
to purchase shares of the Company's Common Stock, $0.01 par value, (the "Option
Shares") and your acceptance of the Option and the terms and conditions of this
Agreement and the Plan.
A copy of the Plan is furnished to you with this Agreement. An additional copy
may be obtained on request to the Human Resources Department.
The terms of the Plan and any rules and regulations of the Compensation
Committee, which administers the plan, are incorporated in this Agreement as if
fully set forth in it. On the reverse side of this Agreement are some
additional terms of this Option and a brief description of some of the
provisions of the Plan. In the case of any ambiguity or any conflict between
the terms on the reverse side and the Plan, the provisions of the Plan shall
govern.
You may purchase any one or more of the Option Shares that become exercisable
on a given date from that date through and including the Last day to Exercise
Option, set forth above, unless this Option is sooner terminated as provided
herein or in the Plan. The date or dates on which the Option Shares become
exercisable are as follows:
67,472 OPTION SHARES FROM AND AFTER APRIL 15, 1998
67,472 OPTION SHARES FROM AND AFTER APRIL 15, 1999
67,471 OPTION SHARES FROM AND AFTER APRIL 15, 2000
In Witness Whereof, the parties have executed this Agreement as of the Grant
Date.
CYRK, INC. GRANTEE:
By: /s/ Xxxxxxx X. Xxxxxxx /s/ Xxxxxxx Xxxxx
------------------------------ ----------------------------
XXXXXXX X. XXXXXXX XXXXXXX XXXXX
CHAIRMAN
4
ADDITIONAL OPTION AGREEMENT TERMS
A. Nothing in this Option Agreement shall in any way affect your right to
resign from the Company's employ or the Company's right to terminate
your employment.
B. For an exercise to be effective, the Company must receive from you:
(1) A written notice signed by you stating the Option Grant Date and
the number of Option shares you wish to purchase; and
(2) Payment for the Option Shares either (i) by cashier's or
certified check; or (ii) by the surrender of Cyrk common stock
having a fair market value equal to the purchase price of the
Option Shares being purchased, all according to the rules and
regulations of the committee.
C. The Company will not be obligated to deliver any Option Shares to you
unless:
(1) Provision acceptable to the Company has been made for the
payment of any federal, state and local taxes that are due or
that will become due and payable by you because of the purchase
of the Option Shares; and
(2) There has been compliance with all federal and state laws and
regulations that the Company deems applicable, and all other
legal matters in connection with the issuance and delivery of
the Option Shares have been approved by the Company's counsel.
D. Except as expressly otherwise provided in the Plan, this Option is
exercisable only by you during your lifetime. In addition, this Option
may not be assigned or transferred except by your will or according to
the laws of descent and distribution in the absence of a will.
E. If you cease to be employed by the Company other than by reason of your
death or disability, no further installments of this Option shall
become exercisable, and this Option shall terminate 60 days after the
date your employment terminates, but in no event later than the Last Day
to Exercise Option.
F. If you cease to be employed by the Company by reason of your death, this
Option may be exercised, to the extent exercisable on your date of
death, by your estate, personal representative or beneficiary at any
time prior to the earlier of the Last Day to Exercise Option or 180 days
from the date of your death.
G. If you cease to be employed by the Company by reason of disability, you
may exercise this Option to the extent exercisable on the date your
employment terminates at any time prior to the earlier of the Last Day
to Exercise Option or 180 days from the date your employment terminates.
H. As more fully described in the Plan, the number and kind of shares
issuable under this Option and the Option Price Per Share will be
adjusted to account for any reorganization, merger, recapitalization, or
the like that affects the Company's shares.
YOU SHOULD ALSO REFER TO THE COMPANY'S
1993 OMNIBUS STOCK OPTION PLAN
A COPY WILL BE FURNISHED TO YOU ON REQUEST
