Exhibit 10.1
ESCALADE, INCORPORATED 2007 INCENTIVE PLAN
Stock Option Award Agreement
THIS
STOCK OPTION AWARD AGREEMENT (this “Award Agreement”) evidences
the Stock Option Award (the “Award”) granted by
ESCALADE, INCORPORATED, an Indiana corporation (the
“Company”) to the Participant (as defined below) as to
the number of Stock Options set forth below. This Award is made
pursuant to the Escalade, Incorporated 2007 Incentive Plan (the
“Plan”).
Name of
Participant: _______________________
(“Participant”)
Date of Grant:
____________________________
(“Grant Date”)
Number of Stock
Options: __________________
Type of Stock Options:
_____________________
Option Price per Share
1 : ___________________
Expiration of Stock
Options: ________________
Vesting Schedule:
Subject to the terms of the Plan and
this Award, the Stock Options will become first exercisable as
follows:
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Number of Stock
Options
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Vesting
Date
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Vesting Conditions - Continued
Employment: Except as
provided in the attached Terms upon separation of service due to a
Change in Control of the Company, you must be continuously employed
by the Company in order for the Stock Options to vest.
Stock Options:
Each Stock Option is deemed to be
the equivalent of one Share of the Company’s common stock.
Pending vesting of the Stock Options and the exercise thereof and
the issuance of the underlying Shares, you will not have any of the
rights of a stockholder with respect to the Shares subject to the
Stock Options. Accordingly, you will not have the right to vote
such Shares or receive dividends until exercise of the Stock
Options and payment for the Shares is made under this Award
Agreement.
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1 Option price must be at least equal to 100% of
the Fair Market Value of the Shares on the Grant Date (as defined
in the Plan).
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Terms and Conditions of this
Award: This Award is
subject to, and governed by, the provisions of the Plan and the
Terms and Conditions of Stock Option Award (the
“Terms”) attached to this Award Agreement, all of which
are incorporated herein by reference. In the event of a conflict
between the provisions of the Plan and this Award or the Terms, the
Plan shall control.
Defined Terms:
Unless the context requires
otherwise, terms used in this Award Agreement and/or in the Terms
shall have the same meaning as in the Plan.
Acceptance and
Agreement: This Award has
been granted to the Participant in addition to, and not in lieu of,
any other form of compensation otherwise payable or to be paid to
the Participant. The Company and the Participant agree to the terms
of this Award Agreement, to the attached Terms and to the
provisions of the Plan. The Participant acknowledges receipt of a
copy of the Terms and of the Plan.
IN
WITNESS WHEREOF, this
Award Agreement has been executed by the Company and the
Participant effective as of this __ day of _________,
20__.
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PARTICIPANT
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ESCALADE,
INCORPORATED
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By:
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Name:
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Name:
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Title:
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2
ESCALADE, INCORPORATED 2007 INCENTIVE PLAN
Terms and Conditions of Stock Option Award
1.
Termination of Employment
(a)
Effect on Unvested Stock Options . In the event of
the Participant’s termination of employment from the Company
and its Subsidiaries, the Stock Options that were not vested on the
date of such termination of employment shall be immediately
forfeited.
(b)
Effect on Vested Stock Options . In the event of the
Participant’s termination of employment from the Company and
its Subsidiaries, other than as a result of death, Disability or
Change in Control of the Company, the Stock Options that were
vested on the date of such termination of employment shall remain
exercisable until the sooner of the expiration date or 90 days
following termination of employment. In the event of the
Participant’s death or Disability while employed by the
Company or a Subsidiary, the Stock Options that were vested on the
date of such death or Disability shall remain exercisable until the
sooner of the expiration date or for such period of time as allowed
pursuant to the Internal Revenue Code as then in effect (but in no
event longer than 12 months after the date of death or Disability).
For purposes of this Agreement “Disability” shall mean
that the Participant is unable to engage in substantial gainful
activity by reason of any medically determinable physical or mental
impairment that can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months. The Committee may require such proof of Disability as the
Committee in its sole and absolute discretion deems appropriate and
the Committee’s determination as to whether the Participant
is disabled shall be final and binding on all parties
concerned.
2.
Change in Control
(a)
Vesting of Stock Options . In the event of a Change
in Control of the Company (or any Subsidiary for whom the
Participant is performing services at the time of the Change in
Control) in which the successor company does not assume or
substitute for the Stock Options on substantially the same terms
and conditions (which may include payment in shares of the common
stock of the successor company), all of such Stock Options shall
become fully vested, provided the Participant is then employed by
the Company or a Subsidiary. If the successor company in a Change
in Control does assume or substitute for the Stock Options credited
to the Account on substantially the same terms and conditions
(which may include payment in shares of the common stock of the
successor company) and within 24 months thereafter the
Participant’s employment is terminated by the Company without
Cause, all of such Stock Options shall become fully
vested.
(b)
Cause. For purposes of this Section
“Cause” shall mean (i) the conviction of the
Participant of, or plea of nolo contendere by the
Participant to, a felony or misdemeanor involving moral turpitude;
(ii) the indictment of the Participant for a felony or misdemeanor
involving moral turpitude under the federal securities laws; (iii)
the willful misconduct or gross negligence by the Participant
resulting in material harm to the Company; (iv) the willful breach
by the Participant of the Participant’s duties or
responsibilities; or (v) fraud, embezzlement, theft or dishonesty
by the Participant against the Company or any Subsidiary, or
willful violation by the Participant of a policy or procedure of
the Company, resulting in any case in material harm to the
Company.
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3.
Exercise of Stock Options .
(a)
Notice of Exercise . Vested Stock Options shall be
exercised by the Participant or by a Permitted Assignee thereof (or
by the Participant’s executors, administrators, guardian or
legal representative) as to all or part of the Shares covered
thereby, by giving notice of exercise to the Company or its
designated agent, specifying the number of Shares to be purchased.
The notice of exercise shall be in such form, made in such manner,
and in compliance with such other requirements consistent with the
provisions of the Plan as the Committee may prescribe from time to
time.
(b)
Payment for Shares . Full payment of the Option Price
shall be made at the time of exercise and shall be made (i) in cash
or cash equivalents (including certified check or bank check or
wire transfer of immediately available funds), (ii) by tendering
previously acquired Shares (either actually or by attestation,
valued at their then Fair Market Value), (iii) with the consent of
the Committee, by delivery of other consideration (including, where
permitted by law and the Committee, other Awards) having a Fair
Market Value on the exercise date equal to the total purchase
price, (iv) with the consent of the Committee, by withholding
Shares otherwise issuable in connection with the exercise of the
Option, (v) through any other method specified in an Award
Agreement, or (vi) any combination of any of the foregoing. The
notice of exercise, accompanied by such payment, shall be delivered
to the Company at its principal business office or such other
office as the Committee may from time to time direct, and shall be
in such form, containing such further provisions consistent with
the provisions of the Plan, as the Committee may from time to time
prescribe. In no event may any Option granted hereunder be
exercised for a fraction of a Share. No adjustment shall be made
for cash dividends or other rights for which t
