DIRECTOR STOCK OPTION AGREEMENT
PURSUANT TO
THE BOMBAY COMPANY, INC.
2000 NON-EMPLOYEE DIRECTOR EQUITY PLAN
This Option Agreement (The "Agreement") is made this ___ day of ________,
2000, 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. 2000 Non-Employee Director Equity Plan (the "Plan") by affording
Director 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 ___________, 2000 (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 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.
5. Expiration of Option. A departing Director shall have twelve (12)
months to exercise vested options for each full three 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 or 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 10 years from the Date of Grant), for the entire number
of Shares covered hereby.
7. Option Nontransferable. 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 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 certificates 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 of 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.
13. Governing Instrument and Law. This Option and any shares issued
hereunder shall in all respects be governed by the terms and provisions 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:_______________________________
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇
President & Chief Executive Officer
Accepted and Agreed:
___________________________
(insert name)