NON-STATUTORY STOCK OPTION GRANT AGREEMENT UNDER THE RACING CHAMPIONS ERTL CORPORATION STOCK INCENTIVE PLAN
EXHIBIT 99.1
UNDER THE
RACING CHAMPIONS ERTL CORPORATION
STOCK
INCENTIVE PLAN
THIS
AGREEMENT, dated as of _____________ (the date of grant), is between
_______________ ("Employee") and RC2 CORPORATION, a Delaware corporation (the
"Company").
RECITALS
A. The
Company adopted the Racing Champions Ertl Corporation Stock Incentive Plan (the
"Plan"), which was approved by its Board of Directors (the "Board") and
stockholders on April 8, 1997.
B. The Board
has designated Employee as a participant in the Plan.
C. Pursuant
to the Plan, Employee and the Company desire to enter into this Agreement
setting forth the terms and conditions of the options granted to Employee under
the Plan.
AGREEMENTS
The Employee
and the Company agree as follows:
1. Grant
of Stock Option. The
Company grants to Employee the right and option (hereinafter referred to as the
"Option") to purchase all or any part of up to ________ shares of the
Company's Common Stock (the "Option Shares") on the terms and conditions set
forth below and in the Plan.
2. Option
Price. The
purchase price of the Option Shares shall be $_____ per share.
3. Period
of Exercise. Except
as provided under the Plan, unless the Option is terminated, Employee may
exercise this Option for up to, but not in excess of, the percent of shares of
Common Stock subject to the Option during the periods specified
below:
|
Percentage
of Shares
of
Common Stock |
On
or After | |
|
20% |
February __,
2006 | |
|
40% |
February __,
2007 | |
|
60% |
February __,
2008 | |
|
80% |
February __,
2009 | |
|
100% |
February __,
2010 |
Employee's right to
exercise the Option expires ten years from the date of grant (the "Option
Period").
4. Definitions. Unless
provided to the contrary in this Agreement, the definitions of the Plan and any
Amendments to the Plan shall apply to this Agreement.
5. Option
Designation. The
option granted is a Non-Statutory Stock Option in accordance with
Article VII of the Plan.
6. Change
in Capital Structure. The
Option rights and exercise price of such Option rights will be adjusted in the
event of a stock dividend, stock split, reverse stock split, recapitalization,
reorganization, merger, consolidation, acquisition or other change in the
capital structure of the Company as determined by the Board of Directors in
accordance with the Plan.
In the event of a
Change in Control of the Company, as defined in the Plan, the Option will remain
exercisable (subject to the expiration date of the Option) as provided in the
Plan.
7. Nontransferability
of Option. Options
shall not be transferable other than by will or the laws of descent and
distribution and shall be exercisable, during the Employee's lifetime, only by
him.
8. Delivery
by the Company. As soon
as practicable after receipt of all items referred to in Article VII of the
Plan and any payment required by Article VII of the Plan, the Company shall
deliver to the Employee certificate(s) issued in Employee's name for the number
of Option Shares purchased by exercise of the Option. If delivery is by mail,
delivery of Option Shares shall be deemed effected when the stock transfer agent
of the Company shall have deposited the certificates in the United States mail,
addressed to the Employee.
2
9. Addresses. All
notices or statements required to be given to either party hereto shall be in
writing and shall be personally delivered or sent, in the case of the Company,
to its principal business office and, in the case of Employee, to his address as
shown on the records of the Company or to such address as Employee designates in
writing. Notice of any change of address shall be sent to the other party by
registered or certified mail. It shall be conclusively presumed that any notice
or statement properly addressed and mailed bearing the required postage stamps
has been delivered to the party to which it is addressed.
10. Restrictions
Imposed by Law.
Notwithstanding any other provision of this Agreement, Employee agrees that he
shall not exercise the Option and that the Company will not be obligated to
deliver any shares of Common Stock or make any cash payment if counsel to the
Company determines that such exercise, delivery or payment would violate any law
or regulation of any governmental authority or any agreement between the Company
and any national securities exchange upon which the Common Stock is listed. The
Company shall in no event be obliged to take any affirmative action in order to
cause the exercise of the Option or the resulting delivery of shares of Common
Stock or other payment to comply with any law or regulation of any governmental
authority.
11. Employment. Nothing
in this Agreement or the Plan shall limit the right of the Company or any parent
or subsidiary to terminate the Employee's employment or otherwise impose any
obligation to employ the Employee.
12. Governing
Law. This
Agreement shall be construed, administered and governed in all respects under
and by the laws of the State of Delaware.
13. Provisions
Consistent with Plan. This
Agreement is intended to be construed to be consistent with, and is subject to,
all applicable provisions of the Plan, which is incorporated herein by
reference. In the event of a conflict between the provisions of this Agreement
and the Plan, the provisions of the Plan and shall prevail.
EMPLOYEE:
________________________________
RC2
CORPORATION
BY______________________________
3
