EXHIBIT 10.4
FORM OF DIRECTOR NON-STATUTORY STOCK OPTION AGREEMENT
LACROSSE FOOTWEAR, INC.
NON-STATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the date set forth on
the signature page (the "Grant Date") by and between LaCrosse Footwear, Inc., a
Wisconsin corporation (the "Company"), and the non-employee director of the
Company whose signature is set forth on the signature page (the "Optionee").
WITNESSETH:
WHEREAS, the Company has adopted the LaCrosse Footwear, Inc. 2001
Non-Employee Director Stock Option Plan (the "Plan"), which provides for
automatic grants of options for shares of the Company's common stock, $.01 par
value (the "Stock"), to be made to the non-employee members of the Board of
Directors of the Company (the "Board") in order to secure for the Company and
its shareholders the benefits of the long-term incentives inherent in increased
common stock ownership by members of the Board who are not employees of the
Company or its Affiliates and to assist the Company in promoting a greater
identity of interest between the non-employee directors and the shareholders of
the Company; and
WHEREAS, the Optionee is a member of the Board who is not an
employee of the Company or any of its Affiliates, and is entitled to receive an
option under the terms of the Plan.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually covenant
and agree as follows:
11. Award of Option.
(a) Number of Shares and Exercise Price. Subject to the terms and
conditions of this Agreement, the Company awards the Optionee a nonstatutory
option (the "Option") to purchase 3,000 shares of Stock (the "Option Stock") at
the purchase price per share set forth on the signature page (which is equal to
100% of the Fair Market Value per share of Stock on the Grant Date).
(b) Exercise and Term. Except as described in Paragraph 2, the Option may
not be exercised prior to the first anniversary of the Grant Date or after the
tenth (10th) anniversary of the Grant Date (the "Expiration Date"). Beginning on
the first anniversary of the Grant Date, this Option may be exercised while the
Optionee is serving as a director in accordance with the following chart:
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Date on which Option Stock is Percent of Shares of Option Stock
First Exercisable Exercisable
------------------------------------ ---------------------------------
First anniversary of the Grant Date 20%
Second anniversary of the Grant Date 40%
Third anniversary of the Grant Date 60%
Fourth anniversary of the Grant Date 80%
Fifth anniversary of the Grant Date 100%
(c) Method of Exercise. The Optionee may exercise the Option in whole or
in part by notice in writing to the Company. At the time of exercise, the
Optionee must pay to the Company the aggregate purchase price for the Option
Stock being exercised. Payment may be made (i) in cash or by certified check,
(ii) by delivery of Stock registered in the name of the Optionee that has been
owned for at least six (6) months, or (iii) by delivery (including by fax) to
the Company or its designated agent of a properly executed exercise notice
together with irrevocable instructions to a broker to sell or margin a
sufficient portion of the Option Stock and promptly deliver to the Company the
sale or margin loan proceeds required to pay the purchase price.
(d) Payment of Purchase Price with Stock. Any Stock tendered in payment of
the purchase price shall be free and clear of all liens and other adverse claims
and duly endorsed in blank by the Optionee or accompanied by stock powers duly
endorsed in blank. Stock tendered shall be valued at Fair Market Value on the
date on which the Option is exercised.
12. Exercise of Option After Termination of Membership on the Board.
(a) Resignation. If the Optionee voluntarily resigns from the Board or
voluntarily decides not to stand for reelection to the Board, in either case
before reaching age seventy (70), the Optionee may exercise the Option, to the
extent exercisable under Paragraph 1(b) as of the date the Optionee ceases to be
a director, within three (3) months after such termination of service as a
director of the Company, but in no event beyond the Expiration Date.
(b) Other Termination. If the Optionee ceases being a director of the
Company for any reason other than as described in subparagraph (a) above, the
Optionee may exercise the Option within twenty-four (24) months after such
termination of service as a director of the Company without regard to the
exercise restrictions of Paragraph 1(b), but in no event beyond the Expiration
Date.
13. Option Not Transferable. Except as provided in Paragraph 4, the Optionee
may not transfer, voluntarily or by operation of law, the Option other than by
will or by the laws of
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descent and distribution. Only the Optionee may exercise the Option during his
or her lifetime.
14. Beneficiary.
(a) Designation of Beneficiary. The person whose name appears on the
signature page after the caption "Beneficiary" or any successor designated by
the Optionee in accordance with this Agreement (the person who is the Optionee's
Beneficiary at the time of his or her death herein referred to as the
"Beneficiary") shall be entitled to exercise the Option after the death of the
Optionee as provided in Paragraph 2(b). The Optionee may from time to time
revoke or change the Beneficiary without the consent of any prior Beneficiary by
filing a new written designation with the Board. The last such designation
received by the Board shall be controlling; provided, however, that no
designation, or change or revocation thereof, shall be effective unless received
by the Board prior to the Optionee's death.
(b) Default Beneficiary. If no Beneficiary designation is in effect at the
time of an Optionee's death, or if no designated Beneficiary survives the
Optionee, or if such designation conflicts with applicable law, the Optionee's
estate shall be considered the Beneficiary. If the Board is in doubt as to the
right of any person to exercise the Option, the Company may refuse to recognize
such exercise, without liability for any interest or dividends on the Option
Stock, until the Board determines the person entitled to exercise the Option, or
the Company may apply to any court of appropriate jurisdiction and such
application shall be a complete discharge of the liability of the Company
therefore.
(c) Death of Designated Beneficiary. If a designated Beneficiary dies
after the Optionee, but before the end of the applicable exercise period, the
Beneficiary's estate shall be entitled to exercise the Option to the same extent
as the Beneficiary.
15. No Rights As Shareholder. The Optionee shall have no rights as a
stockholder until a certificate for the Option Stock has been validly issued.
16. Adjustments in Event of Change in Stock. If the Company pays a dividend on
its Stock in shares of Stock or other securities, effects a Stock split, or
effects a similar corporate transaction or other event which, in the judgment of
the Board, could dilute or enlarge the benefits or potential benefits intended
to be made available under the Plan or this Agreement, the Board may, subject to
the provisions of the Plan, make such adjustments in the number or kind of
shares of Option Stock issuable on exercise of the Option, and the purchase
price per share of Option Stock, as the Board deems equitable.
17. Interpretation by Board. Although the Option is granted under a formula
plan that is intended to be self-executing, the Optionee nonetheless agrees that
any dispute or disagreement which may arise in connection with this Agreement
shall be resolved by the Board, and that any interpretation by the Board of the
terms of this Agreement or the Plan and any determination made by the Board
under this Agreement or the Plan may be made in the sole discretion of the Board
and shall be final, binding, and conclusive. Any such determination need not be
uniform and may be made differently among optionees.
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18. Miscellaneous.
(a) Governing Law. This Agreement shall be governed and construed in
accordance with the internal laws of the State of Wisconsin and applicable
federal laws.
(b) Amendment. Except as provided in Paragraph 6, this Agreement may not
be amended or modified except by the written consent of the parties hereto.
(c) Captions for Convenience Only. The captions of this Agreement are
inserted for convenience of reference only and shall not be taken into account
in construing this Agreement.
(d) Notices. Any notice, filing or delivery hereunder or with respect to
Option Stock shall be given to the Optionee at his or her home address as
indicated in the records of the Company, and shall be given to the Board or the
Company at ▇▇▇▇▇ ▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇ ▇▇▇▇▇, Attention: Chief
Financial Officer. All such notices shall be in writing and given by first class
mail, postage prepaid, or by personal delivery.
(e) Successors and Assigns. This Agreement shall be binding upon and inure
to the benefit of the Company and its successors and assigns and shall be
binding upon and inure to the benefit of the Optionee, the Beneficiary and the
personal representatives and heirs of each of them.
(f) Plan Controls. This Agreement is subject in all respects to the terms
and conditions of the Plan. The terms of the Plan to the extent not stated
herein are expressly incorporated herein by reference and in the event of any
conflict between this Agreement and the Plan, the Plan shall govern. Any
capitalized term used in this Agreement but not defined herein will have the
meaning given under the Plan.
IN WITNESS WHEREOF, the Company has caused this instrument to be executed
by its duly authorized officer, and the Optionee has hereunto affixed his or her
hand and seal, all as of the day and year set forth below.
LACROSSE FOOTWEAR, INC. ("Company")
By: _______________________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇, President and CEO
By executing this Agreement, Optionee acknowledges receipt of the copy of the
Plan and represents that he or she is familiar with the terms and provisions
thereof, and hereby accepts this Option subject to all of the terms and
provisions hereof. Optionee has reviewed the Plan and this Agreement in their
entirety, has had an opportunity to obtain the advice of counsel prior to
executing this Agreement and to ask questions of the Company, and fully
understands all of the provisions of this Agreement.
Name of Optionee: Signature: ______________________________
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Shares:
Purchase Price per Share of Stock:
Grant Date:
To be completed by Optionee:
Beneficiary: ___________________________
Address of Beneficiary:
________________________________________
________________________________________
Beneficiary Tax ID No.: ________________
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