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EXHIBIT 10(b)(v)
CROWN CRAFTS, INC.
NONSTATUTORY STOCK OPTION AGREEMENT
(PURSUANT TO 1995 STOCK OPTION PLAN)
THIS AGREEMENT (the "Agreement") between Crown Crafts, Inc., a Georgia
corporation (the "Company"), and ______________________________________________
("Employee") 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 with a favorable
opportunity to acquire shares of the Company's stock.
B. Employee is employed by the Company or one of its Subsidiaries.
C. The committee that administers the Plan (the "Committee") has
determined that it is in the best interests of the Company and its shareholders
to grant the option described in this Agreement to Employee as an incentive to
achieve the Company's objectives through participation in its success and
growth and as encouragement to remain in the employment of Company or its
Subsidiaries.
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 Employee the option (the
"Option") to purchase all or any part of an aggregate of ______________ 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 accrue in accordance
with Schedule 1 attached hereto and hereby made a part hereof. Notwithstanding
anything to the contrary, the Option shall be immediately
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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 the Company 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 Employee 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 Employee, 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 Employment.
(a) Termination for Cause. In the event that Employee's
employment with the Company is terminated as a result of (i) Employee's gross
negligence, dishonesty, malfeasance or willful misconduct with regard to the
business of the Company, or (ii) Employee's indictment (or similar proceeding)
for any misdemeanor with regard to the business of the Company or for any
felony or for any crime involving moral turpitude, the Option shall immediately
terminate and be null and void.
(b) Other Termination. In the event that Employee's
employment with the Company terminates for any reason other than as set forth
in Section 7(a), the Option may be exercised for 90 days after the date of
termination of employment, but only to the extent that such Option was
exercisable on the date of termination of employment and in no event after the
date on which such Option would otherwise terminate pursuant to the terms of
this Agreement. If Employee terminates employment by reason of death or dies
after termination but while the Option could have been exercised hereunder, the
Option may be exercised during such 90-day period by Employee's legatees or his
personal representatives or distributees.
(c) Time of Termination. For the purposes of this
Agreement, Employee's employment shall be deemed to have terminated on the
earlier of (i) the date when Employee's service in fact terminated or (ii) the
date specified in any written notice given to or received by the Employee that
his or her employment was to terminate.
(d) Employment by Affiliates. For purposes of this
Section 7, Employee will be deemed employed by the Company if employed by the
Company or any of its Subsidiaries.
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.
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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 Employee's lifetime only by Employee.
10. Withholding Taxes. In addition to and at the time of payment
of the Option Price, Employee shall pay to the Company in cash or check
acceptable to the Company the full amount of any federal and state withholding
or other employment taxes required by any government authority to be withheld
or otherwise deducted and paid by the Company in respect of such exercise. To
the extent permitted by the Committee at the time of exercise, such withholding
obligation may be settled by relinquishment of the number of shares of Stock
with respect to which the Option is then being exercised having a Fair Market
Value equal to the required withholding, or a combination of cash and shares.
In the absence of such payments, Employee hereby consents that the Company may
withhold the amount of such taxes from any other sums due or to become due from
the Company to Employee.
11. 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 Employee furnish a written
representation that Employee is purchasing or acquiring the shares for
investment and not with a view to resale or distribution to the public, and
that such Employee 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 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.
12. 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.
13. Rights as a Shareholder. Neither Employee 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.
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14. 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 Employee 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.
15. 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.
16. 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.
17. 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:______________________________
EMPLOYEE:
____________________________________
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SCHEDULE 1
RIGHT TO EXERCISE
Subject to the conditions set forth in this Agreement, the Option shall become
exercisable with respect to one-third (1/3) of the number of shares set forth
in Section 2 on each of the first three anniversaries of the date of the
Agreement as follows:
May be Purchased
Number of Shares Only On and After
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First Anniversary
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Second Anniversary
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Third Anniversary
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