EXHIBIT 4.6
PARAGON TRADE BRANDS, INC.
STOCK OPTION PLAN
NONQUALIFIED STOCK OPTION AGREEMENT
THIS OPTION AGREEMENT (the "Agreement"), effective as of is
made by and between Paragon Trade Brands Inc., a Delaware corporation (the
"Company"), and _____________________________ (the "Optionee").
WHEREAS, the Company has adopted the Company's Stock Option
Plan for Non-Employee Directors (the "Plan"), pursuant to which options may be
granted to purchase shares of the Company's Common Stock;
WHEREAS, the Company desires to grant to the Optionee a
Nonqualified Stock Option to purchase the number of shares of the Company's
Common Stock provided for herein;
NOW, THEREFORE, in consideration of the recitals and the
mutual agreements herein contained, the parties hereto agree as follows:
1. GRANT OF OPTION.
(a) The Company hereby grants to the Optionee an Option to
purchase 3,000 shares of Common Stock (such shares, the "Option Shares") on the
terms and conditions set forth in this Agreement and as otherwise provided in
the Plan. The Option shall expire five (5) years from the Grant Date (the
"Expiration Date"), unless earlier terminated pursuant to the terms and
conditions of Section 2 hereof. This Option is not intended to be treated as an
Incentive Stock Option.
(b) INCORPORATION BY REFERENCE, ETC. The provisions of the Plan
are hereby incorporated herein by reference. Except as otherwise expressly set
forth herein, this Agreement shall be construed in accordance with the
provisions of the Plan and any capitalized terms not otherwise defined in this
Agreement shall have the definitions set forth in the Plan. The Committee shall
have final authority to interpret and construe the Plan and this Agreement and
to make any and all determinations under them, and its decision shall be binding
and conclusive upon the Optionee and his legal representative in respect of any
questions arising under the Plan or this Agreement.
2. TERMS AND CONDITIONS.
(a) PURCHASE PRICE. The price at which the Optionee shall be
entitled to purchase shares of Common Stock upon the exercise of all or any
portion of this Option shall be $________ per share.
(b) EXPIRATION DATE. The Option shall expire on the fifth
anniversary of the effective date of this Agreement (the "Expiration Date").
(c) EXERCISABILITY AND VESTING OF OPTION. An Option shall be
exercisable under the terms of this Agreement to the extent that the Option has
vested pursuant to the provisions of this Section 2(c).
(i) Subject to the terms and conditions set forth in the
Agreement and subject to the Optionee's continued service as a Director, the
Option shall vest on the first anniversary of the effective date of this
Agreement; provided, however, that, subject to the Optionees continued service
as a Director, the Option shall be exercisable in full on the effective date of
a Change in Control.
(d) METHOD OF EXERCISE. This Option may be exercised only by
written notice in the form attached hereto (or a successor form provided by the
Committee) delivered in person or by mail in accordance with Section 3(a) hereof
and accompanied by payment therefor. The purchase price of the shares of Common
Stock shall be paid to the Company (i) in cash (by check, bank draft, money
order or electronic transfer), (ii) if shares of Common stock registered under
the Securities Act of 1933, by a "cashless exercise" procedure if and in the
manner approved by the Committee, or (iii) by any other method approved by the
Committee in writing. If requested by the Committee, the Optionee shall deliver
this Agreement evidencing the Option to the Secretary of the Company who shall
endorse thereon a notation of such exercise and return such Agreement to the
Optionee.
(e) EXERCISE UPON DEATH OR TERMINATION OF SERVICE. In the event
that the Optionee ceases to be a director of the Company, the Option held by the
Optionee (to the extent then outstanding) shall terminate as follows:
(i) In the event of the termination of the Optionee as a
Director for any reason other than resignation, removal for cause or death, then
the Option shall be exercisable (but only to the extent exercisable by the
Optionee immediately prior to ceasing to be a Director) for a period ending on
the first to occur of the Expiration Date or one year after the date the
Optionee ceases to be a Director.
(ii) In the event of the termination of the Optionee as a
Director due to his death, the Option shall be 100% vested and shall be
exercisable for a period ending on the first to occur of 90 days following his
death or the Expiration Date, and shall thereafter terminate. In the event that
the Optionee dies following his termination as director but when the Option is
exercisable such Option shall remain exercisable until the shorter of one year
following death or the Expiration Date.
(iii) In the event of the termination of the Optionee as a
Director for "Cause" or in the event of the Optionee's resignation as a
director, the Option (to the extent vested at the time of the Optionee's
termination of service as a director) shall be exercisable for the shorter of 90
days following such termination of service, or the Expiration Date, and shall
thereafter terminate.
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(f) NONTRANSFERABILITY. This Option shall not be
transferable by the Optionee other than by will or the laws of descent and
distribution.
(g) RIGHTS AS STOCKHOLDER. The Optionee shall not be
deemed for any purpose to be the owner of any shares of Common Stock subject to
this Option unless, until and to the extent that (i) this Option shall have been
exercised pursuant to its terms, (ii) the Company shall have issued and
delivered to the Optionee the Option Shares, and (iii) the Optionee's name shall
have been entered as a stockholder of record with respect to such Option Shares
on the books of the Company.
(h) WITHHOLDING TAXES. Prior to the delivery of a
certificate or certificates representing the Option Shares, the Optionee must
pay in the form of a certified check to the Company the amount determined by the
Company that it is required to satisfy any withholding obligation under
applicable federal, state or local tax laws, if any in respect of the exercise
of Option Shares; provided that the Committee may, in its sole discretion, allow
such withholding obligation to be satisfied by any other method described in the
Plan.
3. MISCELLANEOUS.
(a) NOTICES. Any and all notices, designations, consents, offers,
acceptances and any other communications provided for herein shall be given in
writing and shall be delivered either personally or by registered or certified
mail, postage prepaid, which shall be addressed, in the case of the Company to
the Secretary of the Company at the principal office of the Company and, in the
case of the Optionee, to Optionee's address appearing on the books of the
Company or to Optionee's residence or to such other address as may be designated
in writing by the Optionee.
(b) NO RIGHT TO CONTINUED SERVICE. Nothing in the Plan or in this
Agreement shall confer upon the Optionee any right to continue in the service of
the Company as a director or otherwise, or shall interfere with or restrict in
any way the rights of the Company, which are hereby expressly reserved, to
remove, terminate or discharge the Optionee at any time for any reason
whatsoever, with or without cause.
(c) BOUND BY PLAN. By signing this Agreement, the Optionee
acknowledges that he has received a copy of the Plan and has had an opportunity
to review the Plan and agrees to be bound by all the terms and provisions of the
Plan.
(d) SUCCESSORS. The terms of this Agreement shall be binding upon
and inure to the benefit of the Company, its successors and assigns, and of the
Optionee and the beneficiaries, executors, administrators, heirs and successors
of the Optionee.
(e) INVALID PROVISION. The invalidity or unenforceability of any
particular provision hereof shall not affect the other provisions hereof, and
this Agreement shall be construed in all respects as if such invalid or
unenforceable provision had been omitted.
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(f) MODIFICATIONS. No change, modification or waiver of any
provision of this Agreement shall be valid unless the same be in writing and
signed by the parties hereto.
(g) ENTIRE AGREEMENT. This Agreement and the Plan contain the
entire agreement and understanding of the parties hereto with respect to the
subject matter contained herein and therein and supersede all prior
communications, representations and negotiations in respect thereto.
(h) GOVERNING LAW. This Agreement and the rights of the Optionee
hereunder shall be construed and determined in accordance with the laws of the
State of Delaware without regard to any conflict of law provisions.
(i) HEADINGS. The headings of the Sections hereof are provided for
convenience only and are not to serve as a basis for interpretation or
construction, and shall not constitute a part, of this Agreement.
(j) COUNTERPARTS. This Agreement may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same instrument.
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IN WITNESS WHEREOF, this Agreement has been executed and
delivered by the parties hereto effective as of May __, 2001.
PARAGON TRADE BRANDS, INC.
By: /s/
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Title:
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OPTIONEE
Signature: /s/
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Printed Name:
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Address:
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NOTICE OF OPTION EXERCISE
PURSUANT TO PARAGON TRADE BRANDS, INC. STOCK OPTION PLAN
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FOR NON-EMPLOYEE DIRECTORS
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To exercise your option to purchase shares of Paragon Trade Brands, Inc. (the
"Company") Common Stock ("Shares"), please fill out this form and return them to
the Corporate Secretary of the Company, together with a certified check in the
amount of the exercise price due, which is the product of the number of Shares
with respect to which you are exercising your purchase option and the per share
exercise price of $_______. You are not required to exercise your option with
respect to all Shares thereunder. However, the minimum number of Shares with
respect to which you may exercise your option is 100 Shares, or the total
remaining number of Shares subject to your option, if less. You also must
include a certified check in the amount of required income tax withholding due
in connection with your exercise if any, unless the Committee administering the
Plan specifically provides for this obligation to be satisfied in a different
manner.
I hereby exercise my right to purchase ____ Shares under the stock option
granted to me pursuant to the Nonqualified Stock Option Agreement between myself
and the Company dated as of , 200 . I am vested in my stock option as to the
Shares being purchased hereunder. Enclosed is one or more certified checks for
the exercise price of $_______ and the required withholding of $_______. (Please
contact the office of the Chief Financial Officer of the Company to determine
the amount of required withholding.)
Signature:
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Printed Name:
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Social Security Number:
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Date:
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