SPORT CHALET, INC.
Exhibit
(d)(2)
SPORT
CHALET, INC.
2004
EQUITY INCENTIVE PLAN
Unless
otherwise defined herein, the terms defined in the Sport Chalet, Inc. 2004
Equity Incentive Plan shall have the same defined meanings in this Option
Agreement.
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I.
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NOTICE OF STOCK OPTION
GRANT
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You have
been granted an option to purchase Common Stock, subject to the terms and
conditions of the Plan and this Option Agreement, as follows:
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Name
of Optionee:
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«Options»
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Total Number of Shares Granted:
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«Issued»
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Type
of Option:
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Incentive
Stock Option
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X
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Nonstatutory
Stock Option
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Exercise
Price per Share:
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$«Exercise»
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Date
of ▇▇▇▇▇:
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«grant_Date»
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Vesting Commencement Date:
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«grant_Date»
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Vesting
Schedule:
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This
option may be exercised, in whole or in part, in accordance with the
following schedule:
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20%
of the Shares subject to the option shall vest 12 months after the
Vesting Commencement Date, and 20% of the Shares subject to the option
shall vest each 12 months thereafter, subject to the optionee continuing
to be a Service Provider on such dates.
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Termination
Period:
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This
option may be exercised for three months after the optionee ceases to be a
Service Provider. The Administrator determines when you incur a
Termination of Service for this purpose. Upon the death or
Total and Permanent Disability of the optionee, this option may be
exercised for 12 months after the optionee ceases to be a Service
Provider. In no event shall this option be exercised later than
the Term/Expiration Date as provided below.
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Term/Expiration
Date:
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«Expiration»
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II.
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AGREEMENT
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▇. ▇▇▇▇▇ of
Option. The Administrator hereby grants to the optionee named
in the Notice of Stock Option Grant attached as Part I of this Option Agreement
(the "Optionee") an option (the "Option") to purchase the number of Shares, as
set forth in the Notice of Stock Option Grant, at the exercise price per Share
set forth in the Notice of Stock Option Grant (the "Exercise Price"), subject to
the terms and conditions of the Plan. This Option is intended to be
an Incentive Stock Option ("ISO") or a Nonstatutory Stock Option ("NSO"), as
provided in the Notice of Stock Option Grant. In the event of a
conflict between the terms and conditions of the Plan and the terms and
conditions of this Option Agreement, the terms and conditions of the Plan shall
prevail.
B. Exercise of
Option.
1. Vesting/Right to
Exercise. This Option is exercisable during its term in
accordance with the Vesting Schedule set forth in the Notice of Stock Option
Grant and the applicable provisions of the Plan and this Option
Agreement. In addition, this Option becomes exercisable in full if
the Company is subject to a Change in Control before the Optionee's Termination
of Service, and the Optionee is subject to an Involuntary Termination (defined
below) within 12 months after the Change in Control. This Option
may also become exercisable in accordance with Section H.
below.
The term Involuntary Termination shall
mean the Optionee's Termination of Service by reason of the involuntary
discharge of the Optionee by the Company (or the Affiliate employing him or her)
for reasons other than Cause (defined below). The term Cause shall
mean: (i) the commission of any material criminal act or any act
of fraud or material dishonesty with respect to the Company (or the Affiliate
employing him or her); (ii) misconduct; (iii) material breach of the provisions
of his or her employment agreement, (iv) insubordination or refusal to perform
required duties, or (v) an order of a court, administrative board or judge,
or regulatory authority which precludes the Optionee from performing his or her
duties.
This Option will in no event become
exercisable for additional Shares after a Termination of Service for any
reason.
2. Method of
Exercise. This Option is exercisable by delivering to the
Administrator a fully executed "Exercise Notice." The Exercise Notice
shall provide that the Optionee is electing to exercise the Option, the number
of Shares in respect of which the Option is being exercised (the "Exercised
Shares"), and such other representations and agreements as may be required by
the Administrator pursuant to the Plan. The Exercise Notice shall be
accompanied by payment of the aggregate Exercise Price as to all Exercised
Shares. This Option shall be deemed to be exercised upon receipt by
the Administrator of such fully executed Exercise Notice accompanied by such
aggregate Exercise Price. No Shares shall be issued pursuant to the
exercise of this Option unless such issuance and exercise complies with
Applicable Laws.
C. Method of
Payment. Payment of the aggregate Exercise Price shall be by
any of the following, or a combination thereof, at the election of the
Optionee:
1. cash;
2. check
or wire transfer;
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3. subject
to any conditions or limitations established by the Administrator, other Shares
which (i) in the case of Shares acquired upon the exercise of an option, have
been owned by the Optionee for more than six months on the date of surrender or
attestation and (ii) have a Fair Market Value on the date of surrender or
attestation equal to the aggregate Exercise Price; or
4. consideration
received by the Company under a broker-assisted sale and remittance program
acceptable to the Administrator.
D. Leaves of
Absence. The vesting of the Option will be suspended during
any unpaid leave of absence. The Optionee will not cease to be a
Service Provider in the case of (i) any leave of absence approved by the Company
(or Related Corporation) or (ii) transfers between locations of the Company or
between the Company and any Affiliate. For purposes of ISOs, no such
leave may exceed three months, unless reemployment upon expiration of such leave
is provided by statute or contract. If reemployment upon expiration
of a leave of absence approved by the Company (or Related Corporation) is not so
provided by statute or contract, the Optionee's employment with the Company
shall be deemed terminated on the first day immediately following such three
month period of leave for ISO purposes and this Option shall cease to be treated
as an ISO and shall terminate upon the expiration of the three month period
following the date the employment relationship is deemed
terminated.
E. Non-Transferability of
Option. This Option may not be transferred in any manner
otherwise than by will or by the laws of descent or distribution and may be
exercised during the lifetime of the Optionee only by the
Optionee. The terms of the Plan and this Option Agreement shall be
binding upon the executors, administrators, heirs, successors and assigns of the
Optionee.
F. Term of
Option. This Option may be exercised only within the term set
out in the Notice of Stock Option Grant, and may be exercised during such term
only in accordance with the Plan and the terms of this Option
Agreement.
G. Tax
Obligations.
1. Withholding
Taxes. Optionee agrees to make appropriate arrangements with
the Administrator for the satisfaction of all Federal, state, and local income
and employment tax withholding requirements applicable to the Option
exercise. Optionee acknowledges and agrees that the Company may
refuse to honor the exercise and refuse to deliver Shares if such withholding
amounts are not delivered at the time of exercise.
2. Notice of Disqualifying
Disposition of ISO Shares. If the Option is an ISO, and if the
Optionee sells or otherwise disposes of any of the Shares acquired pursuant to
the exercise of the ISO on or before the later of (i) the date two years
after the Date of Grant, or (ii) the date one year after the date of
exercise, the Optionee shall immediately notify the Administrator in writing of
such disposition. The Optionee agrees that the Optionee may be
subject to income tax withholding by the Company on the compensation income
recognized by the Optionee.
H. Change in
Control. In the event of a Change in Control prior to the
Optionee's Termination of Service, the Option will be assumed or an equivalent
option or right substituted by the successor corporation or a parent or
subsidiary of the successor corporation. In the event that the
successor corporation refuses to assume or substitute for the Option, the
Optionee will fully vest in and have the right to exercise the
Option. In addition, if the Option becomes fully vested and
exercisable in lieu of assumption or substitution in the event of a Change in
Control, the Administrator will notify the Optionee in writing or electronically
that the Option will be fully vested and exercisable for a period of time
determined by the Administrator in its sole discretion, and the Option will
terminate upon the expiration of such period.
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I. Restrictions on
Resale. The Optionee agrees not to sell any Option Shares at a
time when Applicable Law, Company policies or an agreement between the Company
and its underwriters prohibit a sale. This restriction will apply as
long as the Optionee is a Service Provider and for such period of time after the
Optionee's Termination of Service as the Administrator may specify.
J. Entire Agreement; Governing
Law. The Plan and this Option Agreement constitute the entire
agreement of the parties with respect to the subject matter hereof and supersede
in their entirety all prior undertakings and agreements of the Company and
Optionee with respect to the subject matter hereof, and may not be modified
adversely to the Optionee's interest except by means of a writing signed by the
Company and Optionee. This Option Agreement is governed by the
internal substantive laws, but not the choice of law rules, of
California.
K. NO GUARANTEE OF CONTINUED
SERVICE. OPTIONEE ACKNOWLEDGES AND AGREES THAT THE VESTING OF
THE OPTION PURSUANT TO THE VESTING SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING
AS A SERVICE PROVIDER AT THE WILL OF THE COMPANY (AND NOT THROUGH THE ACT OF
BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING SHARES
HEREUNDER). OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS OPTION
AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREUNDER AND THE VESTING SCHEDULE SET
FORTH HEREIN DO NOT CONSTITUTE AN EXPRESS OR IMPLIED PROMISE OF CONTINUED
ENGAGEMENT AS A SERVICE PROVIDER FOR THE VESTING PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH OPTIONEE'S RIGHT OR THE COMPANY'S RIGHT TO
TERMINATE OPTIONEE'S RELATIONSHIP AS A SERVICE PROVIDER AT ANY TIME, WITH OR
WITHOUT CAUSE.
By your
signature and the signature of the Company's representative below, you and the
Company agree that this Option is granted under and governed by the terms and
conditions of the Plan and this Option Agreement. Optionee has
reviewed the Plan and this Option Agreement in their entirety, has had an
opportunity to obtain the advice of counsel prior to executing this Option
Agreement and fully understands all provisions of the Plan and Option
Agreement. Optionee hereby agrees to accept as binding, conclusive
and final all decisions or interpretations of the Administrator upon any
questions relating to the Plan and Option Agreement. Optionee further
agrees to notify the Company upon any change in the residence address indicated
below.
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OPTIONEE:
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SPORT
CHALET, INC.
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By
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___________________________________ |
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Signature
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▇▇▇▇▇
▇▇▇▇▇
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| ___________________________________ |
Title:
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Chairman
and CEO
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«Options_»
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