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Exhibit
10.3
S CHOOL S
PECIALTY , I NC .
1998 AND
2002 S TOCK I NCENTIVE P
LANS
S TOCK O
PTION A GREEMENT
School Specialty, Inc. (the
“ Company ”) has granted you one or more options
(the “ Options ”) under its 1998 or 2002 Stock
Incentive Plan (the “ Plans ”). Each Option lets
you purchase a specified number (the “ Option Shares
”) of shares of the Company’s common stock, at
specified prices per share (the “ Exercise Price
”).
Each Schedule I to
this Agreement provides the details for your grants. It specifies
the Plan under which the Company granted the Option, number of
Option Shares, the Exercise Price, the Date of Grant, the latest
date each Option will expire (the “ Term Expiration
Date ”), and any special rules that already apply to your
Options. For employees, each Schedule I also specifies whether the
Company intends a particular option to be an incentive stock option
(“ ISO ”) under Internal Revenue Code
Section 422.
The Options are subject in
all respects to the applicable provisions of the applicable Plan.
This Agreement does not cover all of the rules that apply to the
Options under the Plans, and the Plans define any terms in this
Agreement that the Agreement does not define.
In addition to the terms and
restrictions in the Plans, the following terms and restrictions
apply to each Option:
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Option
Exercisability
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While your Option remains in effect under the Expiration
section below, you may exercise any exercisable portions of that
Option (and buy the Option Shares) under the timing rules Schedule
I specifies under “ Option Exercisability
.” |
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Method of
Exercise and
Payment for
Shares
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Subject to this Agreement and the Plan, you may exercise an
Option only by providing a written notice (or notice through
another previously approved method, which could include a voice- or
e-mail system) to the Assistant Secretary of the Company or to
whomever the Administrator designates, on or before the date that
Option expires. Each such notice must satisfy whatever procedures
then apply to that Option and must contain such representations
(statements from you about your situation) as the Company requires.
You must, at the same time, pay the Exercise Price using one or
more of the following methods: |
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Cashless Exercise |
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an
approved cashless exercise method, including directing the Company
to send the stock certificates (or other acceptable evidence of
ownership) to be issued under an Option to a licensed broker
acceptable to the Company as your agent in exchange for the
broker’s tendering to the Company cash (or acceptable cash
equivalents) equal to the Exercise Price and any required tax
withholdings (at the minimum required level); |
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Cash/Check |
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cash, a
cashier’s or certified check in the amount of the Exercise
Price, and any required tax withholdings, payable to the order of
the Company; or |
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Stock |
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to the
extent the Plan and the Administrator permit in advance, by
surrendering (turning in) shares of the Company’s common
stock with a Fair Market Value equal to all or part of the Exercise
Price (with any balance paid under one or more of the other
methods); provided, however , that you may not surrender
common stock as payment for exercising an Option unless you have
held such stock for more than six months before the
surrender. |
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| Expiration |
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You cannot exercise an Option that has expired. Each Option
will expire no later than the close of business on the Term
Expiration Date shown on Schedule I. The Option Expiration
Rules in Schedule I provide the circumstances under which each
Option will terminate before the Term Expiration Date because of,
for example, your termination of employment or other service
providing relationship. The Administrator can override the
expiration provisions of Schedule I. |
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| Special ISO Rule |
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If you acquire Option Shares by exercising an ISO, you agree to
promptly notify the Company if you dispose of those Option Shares
within one year after you acquired them or within two years after
the ISO’s Date of Grant. The Company may require you to
maintain your shares (while you choose to hold them) with a
specific broker through the end of that period to assist in tax
compliance. |
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Compliance
with Law
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You may not exercise an Option if the Company’s issuing
stock upon such exercise would violate any applicable federal or
state securities laws or other laws or regulations. You may not
sell or otherwise dispose of the Option Shares in
violation |
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