Sample of Stock Option Agreements before August 2004 SPORT CHALET, INC. KEY EMPLOYEE STOCK OPTION INCENTIVE AWARD AGREEMENT
Exhibit
(d)(4)
Sample of Stock Option
Agreements before August 2004
SPORT
CHALET, INC.
KEY
EMPLOYEE
STOCK
OPTION INCENTIVE AWARD AGREEMENT
THIS AGREEMENT is made and entered into
this ________________________(date)
, by and between Sport Chalet, Inc. (the "Company") and (the "Optionee")
(together with the "Parties")._____________(name)
RECITALS
A. On
October 8, 1992, the Board of Directors of the Company adopted a Sport
Chalet, Inc. 1992
Incentive Award Plan as amended (the "1992 Plan") under which plan
certain employees of the Company, may be granted options to purchase Common
Stock of the Company.
B. The
1992 Plan permits the granting of nonstatutory stock options, which do not
qualify as incentive stock options under Section 422 of the United States
Internal Revenue Code of 1986, as amended (the "Code").
C. The
Optionee has been granted a nonstatutory stock option pursuant to the 1992
Plan.
D. The
Optionee is desirous of obtaining a nonstatutory stock option on the terms and
conditions herein contained.
E. Unless
otherwise stated, all capitalized terms shall have the meaning set forth in the
1992 Plan.
AGREEMENT
IT IS THEREFORE agreed by and between
the Parties, for and in consideration of the premises and the mutual covenants
herein contained and for other good and valuable consideration, as
follows:
1. The
Company hereby confirms and acknowledges that it has granted to the Optionee an
option to purchase __________
shares of Common Stock of the Company (the "Option") upon the terms and
conditions herein set forth and subject to the terms and conditions of the 1992
Plan. The Option is granted as a matter of separate agreement, and
not in lieu of salary or any other regular or special compensation for
services.
2. The
purchase price of the shares which may be purchased pursuant to the Option is
the Fair Market Value of Company's Common Stock as of the close of market on the
date of grant of the options covered by this Agreement
3. The
Option shall continue for ten years after the date of grant set forth in
paragraph 1 unless sooner terminated or modified under the provisions of this
Agreement, and shall automatically expire at midnight on the eleventh
anniversary of such date.
4. The
Option may be exercised by the Optionee to purchase the total number of shares
specified in paragraph 1 as follows:
We us this paragraph for
3-year vesting
Thirty three and one third percent
(33 1/3rd%) of the total number of
shares shall become exercisable (subject to the provisions of paragraph 9
hereof) upon the last to occur of (i) the first anniversary date of grant of the
option, or (ii) the effective date of the Company's registration statement under
the Securities Act of 1933 with respect to its Common Stock to be offered to the
public; an additional Thirty three and one third percent (33 1/3rd%) of
the total number of shares optioned to Optionee shall be exercisable on each of
the anniversaries of the original date of grant of such option.
Paragraph for 5-year
vesting
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Twenty percent (20%) of
the total number of shares shall become exercisable (subject to the
provisions of paragraph 9 hereof) upon the last to occur of (i) the first
anniversary date of grant of the option, or (ii) the effective date of the
Company's registration statement under the Securities Act of 1933 with
respect to its Common Stock to be offered to the public; an additional
twenty percent (20%) of the total number of shares optioned to Optionee
shall be exercisable on each of the anniversaries of the original date of
grant of such option.
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The
Optionee need not exercise any part of the Option when it becomes
exercisable, but may accrue the fractional increments described above and
exercise them in any later period, prior to expiration of the
Option.
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5. If
the Optionee's status as an employee of the Company shall terminate for any
reason other than the Optionee's disability, the option, to the extent then
exercisable as provided in paragraph 4, shall remain exercisable after the
termination of his or her status as an employee for a period of three
months. If the Optionee's status as an employee is terminated because
the Optionee is disabled within the meaning of Section 22(e)(3) of the Code, the
Option, to the extent then exercisable as provided in paragraph 4, shall remain
exercisable after the termination of his or her status as an employee for a
period of twelve months. If the option is not exercised during the
applicable period, it shall be deemed to have been forfeited and of no further
force or effect.
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6. In
the event of the Optionee's death, the option may be exercised by the personal
representative of the Optionee's estate or, if no personal representative has
been appointed, by the successor or successors in interest determined under the
Optionee's will or under the applicable laws of descent and
distribution. The Option may not be transferred, assigned, encumbered
or alienated in any way by the Optionee except pursuant to a qualified domestic
relations order as defined by the Code, Title I of the Employee Retirement
Income Security Act, or the rules thereunder, and any attempt to do so shall
render the Option and any unexercised portion thereof, at the discretion of the
Company, null and void and unenforceable by the Optionee.
7. The
Option may be exercised in whole or in part by delivering to the Company written
notice of exercise together with payment in full for the shares being purchased
upon such exercise.
8. The
Company will, upon receipt of said notice and payment, issue or cause to be
issued to the Optionee (or to his or her personal representative or other person
entitled thereto) a stock certificate for the number of shares purchased
thereby. The Optionee may designate a member of the Optionee's
immediate family as a co-owner of the said shares.
9. The
Company may, in its discretion, file and maintain effective with the Securities
and Exchange Commission a Registration Statement on Form S-8 under the
Securities Act of 1933, as amended (the "Act"), covering the sale of the
optioned shares to Optionee upon exercise of the option. If, at the
time of exercise, the Company does not have an effective Registration Statement
on file covering the sale of the optioned shares, the Optionee represents and
agrees that: (i) the Option shall not be exercisable unless the
purchase of optioned shares upon the exercise of the Option is pursuant to an
applicable effective registration statement under the Act, or unless in the
opinion of counsel for the Company, the proposed purchase of such optioned
shares would be exempt from the registration requirements of the Act, and from
the qualification requirements of any state securities law; (ii) upon exercise
of the Option, he or she will acquire the optioned shares for his or her own
account for investment and not with any intent or view to any distribution,
resale or other disposition of the optioned shares; (iii) he or she will not
sell or transfer the optioned shares, unless they are registered under the Act,
except in a transaction that is exempt from registration under the Act, and each
certificate issued to represent any of the optioned shares shall bear a legend
calling attention to the foregoing restrictions and agreements. The
Company may require, as a condition of the exercise of the option, that the
Optionee sign such further representations and agreements as it reasonably
determines to be necessary or appropriate to assure and to evidence compliance
with the requirements of the Act.
10. If
the Company or its stockholders enter into an agreement to dispose of all, or
substantially all, of the assets or outstanding capital stock of the Company by
means of a sale or liquidation, or a merger or reorganization in which the
Company is not the surviving corporation, any unexercised portion of the Option
as of the day before the consummation of such sale, liquidation, merger or
reorganization shall for all purposes under this Agreement become exercisable in
full as of such date even though the anniversary dates, as provided in paragraph
4, have not yet occurred.
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11. In
consideration of the granting by the Company of the Option, the Optionee hereby
affirms that he or she has a present intention to serve as an employee of the
Company for the period that this option continues. This affirmation,
however, shall confer no right on the Optionee to continue to serve as an
employee of the Company, nor interfere in any way with the right of the
stockholders of the Company to remove the Optionee from the Board of Directors
(or the Board of Directors to remove Optionee as an officer if Optionee should
hold such position with the Company) pursuant to the Delaware General
Corporation Law and the Company's Certificate of Incorporation and
Bylaws.
12. The
Optionee shall have no rights as a stockholder with respect to the shares of
Common Stock which may be purchased pursuant to the option until such shares are
issued to the Optionee.
13. This
Agreement is entered into and shall be governed by, construed and enforced in
accordance with the laws of the State of California.
14. No
non-qualified stock option granted to an officer of the Company subject to
Section 16(b) of the Exchange Act, nor any shares of Common Stock issuable upon
exercise of any such non-qualified stock option, may be sold or otherwise
disposed of prior to the date that is six (6) months and one (1) day following
the date of grant of the Non-qualified Stock Option.
15. The
terms and conditions contained in the 1992 Plan, as it may be amended from time
to time hereafter, are incorporated into and made a part of this Agreement by
reference, as if the same were set forth herein in full, and all provisions of
the Option are made subject to any and all terms of the 1992 Plan.
IN WITNESS WHEREOF, the parties have
hereunto affixed their signatures in acknowledgment and acceptance of the above
terms and conditions on the date first above mentioned.
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SPORTS
CHALET, INC.
By: _____________________________
▇▇▇▇▇
▇▇▇▇▇
Chairman
and CEO
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OPTIONEE
By: ____________________________
(Name)
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