DIRECTOR STOCK OPTION AGREEMENT Pursuant to THE BOMBAY COMPANY, INC.
EXHIBIT
10(m)
Pursuant
to
THE
BOMBAY COMPANY, INC.
2005
NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
This
Option Agreement (the “Agreement”) is made this ______ day of ___________, 2005,
between THE BOMBAY COMPANY, INC., a Delaware corporation (the “Company”) and
___________________, a director of the Company (the “Director”).
WHEREAS,
the Company desires to carry out the purposes of The Bombay Company, Inc.
2005
Non-Employee Director Stock Option Plan (the “Plan”) by affording non-employee
members of the Board of Directors (the “Board”) the opportunity to purchase
shares of the Company’s $1.00 par value common stock.
NOW
THEREFORE, in consideration of the mutual covenants hereinafter set forth
and
for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant
of
Option. The Company hereby grants to Director the right and option (the
“Option”) to purchase an aggregate of ________ shares of the Company’s $1.00 par
value common stock (the “Shares”), such Shares being subject to adjustment as
provided in paragraph 8 hereof, and on the terms and conditions herein set
forth. The Shares are granted as a nonqualified option not entitled to special
tax treatment under Internal Revenue Code Section 422A.
2. Purchase
Price. The purchase price of the Shares covered by the Option shall be $______
per Share, such purchase price being 100% of the fair market value of such
Shares on __________________, 20__ (the ‘Date of Grant”).
3. Exercise
of Option. Unless expired as provided in paragraph 5 below, and subject to
the
special provisions of paragraph 6 below, the Option may be exercised from
time
to time in whole or in part [for not more than 20% of the entire number of
Shares at any time after the first anniversary of the Date of Grant, and
an
additional 20% of the total Shares on each of the four (4) succeeding
anniversaries of] [at any time after the completion of six (6) months following]
the Date of Grant.
4. Manner
of
Exercise; Payment of Purchase Price.
A. Subject
to the terms and conditions of this Agreement, the Option shall be exercised
by
written notice to the Company at its principal office. Such notice shall
state
the election to exercise the Option and shall specify the number of Shares
sought to be exercised pursuant to the notice. Such notice of exercise shall
be
signed by Director and shall be irrevocable when given.
B. The
Notice of exercise shall be accompanied by the full payment, in cash, of
the
purchase price for the Shares or by tendering Shares owned by Director to
the
Company with a fair market value equal to the purchase price for the Shares
or
by a combination of such methods of payment.
C. Upon
receipt of the purchase price, and subject to the terms of paragraph 11,
the
certificate or certificates representing the Shares exercised shall be
registered in the name of the person or persons so exercising the Option.
If the
Option shall be exercised by Director and, if Director shall so request in
the
notice exercising the Option, the Shares shall be registered in the name
of
Director and another person, as joint tenants with right of survivorship,
and
shall be delivered as provided above to or upon the written order of the
person
or persons exercising the Option. In the event the Option shall be exercised
pursuant to paragraph 7 hereof, by any person or persons other than Director,
such notice shall be accompanied by appropriate proof satisfactory to the
Company of the right of such person or persons to exercise the Option. All
Shares that shall be purchased upon the exercise of the Option as provided
therein shall be fully paid and non-assessable.
1
5. Expiration
of Option. A departing Director shall have twelve (12) months to exercise
vested
options for each full three (3) year term and any partial term served on
the
Board, to a maximum exercise period of thirty-six (36) months. In no event,
however, shall the period to exercise this Option extend beyond the date,
which
is ten (10) years after the Date of Grant. Except as provided in paragraph
6
below, only those portions of this Option exercisable as of the date Director
ceases to serve as a Director of the Company may be exercised, whether such
termination is by retirement or otherwise. Any option not exercised within
the
permitted exercise period shall expire and become null and void.
6. Acceleration
of Exercisable Dates. Notwithstanding the provisions of paragraph 3 above
relating to the exercise of this Option: (a) upon Director’s death or
disability, this Option shall be fully vested and immediately exercisable,
until
the expiration date provided in paragraph 5 above, for the entire number
of
Shares covered hereby; (b) upon Director’s retirement, or other termination of
service, this Option shall be fully vested and immediately exercisable, until
the expiration date provided in paragraph 5 above, for the entire number
of
Shares covered hereby provided Director has completed at least five (5) years
service on the Board; and (c) upon any Change in Control of the Company (as
defined in the Plan), this Option shall be fully vested and immediately
exercisable for a period of the lesser of thirty-six (36) months following
the
date of the Change of Control or the remaining life of the option (which
shall
not exceed ten (10) years from the Date of Grant), for the entire number
of
Shares covered hereby.
7. Option
Nontransferable. Unless otherwise approved by the Board, the Option and any
right related thereto shall not be transferable by Director otherwise than
by
will or by the laws of descent and distribution and may be exercised, during
Director’s lifetime, only by Director. Upon the death of Director, the Option
may be exercised by Director’s executor, administrator, legatee or distributee,
as the case may be, in accordance with paragraphs 4.C and 6.
8. Adjustments
of Shares Subject to Option. If the Shares shall at any time prior to exercise
be changed or exchanged by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, combination of Shares or
a
dividend payable in stock, then the aggregate number of Shares subject to
this
Agreement and the purchase price of such Shares shall be automatically adjusted
such that Director’s proportionate interest shall be maintained as before the
occurrence of such event. The determination of any such adjustment by the
Board
or the Administrative Committee shall be final, binding and
conclusive.
9. No
Right
to Continue as a Director. This Agreement does not constitute or be evidence
of
any agreement or understanding, express or implied, that the Company will
retain
Director for any period of time or at any particular rate of
compensation.
10. Rights
as
Shareholder. This Option shall not entitle Director or any permitted transferee
to any rights of a shareholder of the Company or to any notice of proceedings
of
the Company with respect to any Shares issuable upon exercise of this Option
unless and until the Option has been exercised for such Shares.
11. Restriction
on Issuance of Shares. The Company shall not be required to issue or deliver
any
certificate for Shares purchased upon the exercise of an Option prior to
the
obtaining of any approval from any governmental agency which the Company
shall,
in its sole discretion, determine to be necessary or advisable, and the
completion of any registration or other qualification of such Shares under
any
state or federal law or ruling or regulations of any governmental body which
the
Company shall, in its sole discretion, determine to be necessary or advisable.
In addition, if Shares reserved for issuance upon exercise of Options shall
not
then be registered under the Securities Act of 1933, the Company may, upon
Director’s exercise of the Option, require Director or his permitted transferee
to represent in writing that the Shares being acquired are for investment
and
not with a view to distribution, and may ▇▇▇▇ the certificate for the Shares
with a legend restricting transfer and may issue stop transfer orders relating
to such certificate to the transfer agent.
12. Binding
Effect. This Agreement shall be binding upon the heirs, executors,
administrators, and successors of the parties hereto.
2
13. Governing
Instrument and Law. This Option and any Shares issued hereunder shall in
all
respects be governed by the terms and provision of the Plan, and by the laws
of
the State of Texas, and in the event of a conflict between the terms of this
Agreement and the terms of the Plan, the terms of the Plan shall
control.
THE
BOMBAY COMPANY, INC.
By: /s/▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇
▇. ▇▇▇▇▇▇▇▇▇▇▇▇
Vice
President, Secretary and
General
Counsel
Accepted
and Agreed:
_________________________________
__________________,
Director