EMPLOYEE AWARD AGREEMENT Restricted Stock pursuant to THE BOMBAY COMPANY, INC. 2006 EMPLOYEE STOCK INCENTIVE PLAN
Restricted
Stock
pursuant
to
THE
BOMBAY COMPANY, INC. 2006 EMPLOYEE STOCK INCENTIVE PLAN
This
Award Agreement (the “Agreement”) is made this __th day of ______, 2007, between
THE BOMBAY COMPANY, INC., a Delaware corporation (the “Company”), and
________________________, an employee of the Company or one of its Affiliates
(“Employee”).
WHEREAS,
the Company desires to carry out the purposes of The Bombay Company, Inc. 2006
Employee Stock Incentive Plan (the “Plan”) by affording Employee the opportunity
to obtain shares of the Company’s common stock, $1.00 par value per share
(“Shares”);
WHEREAS,
the Plan is administered by the Compensation and Human Resources Committee
(the
“Committee”) of the Company’s Board of Directors; and
WHEREAS,
the Committee has selected Employee to participate in the Plan by the grant
of
restricted 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 Award.
The
Company hereby grants to Employee as of the date set forth above (the “Date of
Grant”) an aggregate of ______ Shares, such number of Shares being subject to
adjustment as provided in Paragraph 7 hereof, and on the terms and conditions
herein set forth. The Shares granted pursuant to this Award are granted as
restricted stock (the “Restricted Shares”).
2. Restricted
Period.
Except
as otherwise provided in Paragraph 6, this Award of Restricted Shares shall
be
subject to the following vesting periods: ___% shall vest on ________, 200_,
and
___% will vest on __________, 200_.
3. Delivery
of Shares.
Upon
satisfaction and completion of the applicable vesting period as set forth in
Paragraph 2 or Paragraph 6, as the case may be, and any other conditions
prescribed by the Company as set forth in this Agreement, if any, the
restrictions applicable to the Restricted Shares shall lapse and a stock
certificate for that number of Restricted Shares which have vested shall be
delivered, free of all restrictions, to Employee.
4. Forfeiture.
All
Restricted Shares granted pursuant to this Award that have not vested in
accordance with Paragraph 2 or Paragraph 6, as the case may be, shall be
forfeited upon the date Employee is no longer employed by the Company or any
of
its Affiliates.
5. Taxes.
The
payment of withholding tax liability by Employee shall be a condition precedent
to the Company’s obligation to deliver any certificates for Restricted Shares
resulting from this Award.
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6. Acceleration
of Vesting and Delivery Dates.
Notwithstanding the provisions of Paragraph 2 above relating to the vesting
period, the Restricted Shares shall be 100% vested upon any Change of Control
of
the Company (as defined in the Plan).
7. Adjustments
of Shares Subject to Award.
If any
Shares shall at any time 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 Restricted Shares subject to this Agreement shall be automatically adjusted
such that Employee’s proportionate interest shall be maintained as before the
occurrence of such event. The determination of any such adjustment by the
Committee shall be final, binding and conclusive. Shares distributed in
connection with or resulting from any such adjustment with respect to Restricted
Shares that have not yet vested shall enjoy the same privileges and be subject
to the same restrictions pursuant to this Agreement that are applicable to
the
related Restricted Shares.
8. No
Contract for Employment.
This
Agreement does not constitute a contract for employment and shall not affect
the
right of the Company to terminate Employee’s employment for any reason
whatsoever or for no reason.
9. Restrictions
on Transfer; Rights as Shareholder.
None of
the Restricted Shares may be sold, transferred, assigned, pledged or otherwise
encumbered or disposed of prior to vesting. Subject to the restrictions in
the
preceding sentence, and except as otherwise provided in this Agreement, Employee
shall for all purposes be the record and beneficial owner of the Restricted
Shares. Employee shall be entitled to vote the Shares at all meetings of
stockholders and be entitled to receive and retain all cash dividends that
may
be paid with respect to the Shares.
10. Restriction
on Issuance of Shares.
The
Company shall not be required to issue or deliver any certificates for Shares
covered by an Award prior to the obtaining of any approval from any governmental
agency that 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 or their offering or sale under any state or federal law or ruling
or regulations of any governmental body that the Company shall, in its sole
discretion, determine to be necessary or advisable. In addition, if the offering
and sale of Shares reserved for issuance pursuant to this Award shall not then
be registered under the Securities Act of 1933, as amended, the Company may,
upon Employee’s receipt of Shares issued pursuant to this Award, require
Employee 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.
11. Lapse
of Award.
This
Agreement shall be null and void in the event Employee shall fail to sign and
return a counterpart hereof to the Company within thirty (30) days of its
delivery to Employee.
12. Binding
Effect.
This
Agreement shall be binding upon the heirs, executors, administrators, and
successors of the parties hereto.
13. Modification.
No
change or modification of this Agreement shall be valid or binding upon the
parties unless the change or modification is in writing and signed by the
parties; provided, however, that the Company may change or modify this Agreement
without Employee’s consent or signature if the Company determines, in its sole
discretion, that such change or modification is necessary for purposes of
compliance with or exemption from the requirements of Section 409A of the
Internal Revenue Code of 1986, as amended, or any regulations or other guidance
issued thereunder. Notwithstanding the preceding sentence, the Company may
amend
the Plan and this Agreement to the extent permitted by the Plan.
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14. Governing
Instrument and Law.
This
Agreement shall in all respects be governed by the terms and provisions of
the
Plan, 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. Capitalized terms used
and not otherwise defined in this Agreement shall have the respective meanings
given them in the Plan. This Agreement shall be governed by the laws of the
State of Delaware, without regard to its conflict of laws
principles.
THE
BOMBAY COMPANY, INC.
By:
Accepted
and Agreed:
Date: