Exhibit 4.9
NONSTATUTORY STOCK OPTION AGREEMENT
FOR
NON EMPLOYEE DIRECTORS
[FORM]
This Nonstatutory Stock Option
Agreement (this “ Agreement ”) is made as of the
___day of
, 20___, between Sport Supply Group, Inc., a Delaware corporation
(the “ Company ”), and
(“ Optionee ”).
To carry out the purposes of the
Sport Supply Group, Inc. Amended and Restated 2007 Long-Term
Incentive Plan (the “ Plan ”), by affording
Optionee the opportunity to purchase shares of the common stock of
the Company, par value $0.01 per share (“ Stock
”), and in consideration of the mutual agreements and other
matters set forth herein and in the Plan, the Company and Optionee
hereby agree as follows:
1. Grant of Option . The
Company hereby irrevocably grants to Optionee, as a matter of
separate inducement and not in lieu of any salary or other
compensation for Optionee’s services to the Company, the
right and option (“ Option ”) to purchase all or
any part of an aggregate of
shares of Stock on the terms and conditions set forth herein and in
the Plan, which Plan is incorporated herein by reference as a part
of this Agreement. In the event of any conflict between the terms
of this Agreement and the Plan, the Plan shall control. Capitalized
terms used but not defined in this Agreement shall have the meaning
attributed to such terms under the Plan, unless the context
requires otherwise. This Option shall not be treated as an
incentive stock option within the meaning of section 422(b) of the
Code.
2. Purchase Price . The
purchase price of Stock purchased pursuant to the exercise of this
Option shall be $
per share, which has been determined to be not less than the Fair
Market Value of the Stock at the date of grant of this Option,
which is
, 20___ (the “ Date of Grant ”). For all
purposes of this Agreement, Fair Market Value of Stock shall be
determined in accordance with the provisions of the Plan.
3. Exercise of Option
.
(a)
Vesting Schedule . Subject to the earlier expiration of this
Option as herein provided or the occurrence of a Change in Control
(as such term is defined in the Plan), this Option will be fully
vested and exercisable, by written notice to the Company at its
principal executive office addressed to the attention of its
Corporate Secretary (or such other officer or employee of the
Company as the Company may designate from time to time), on the
first anniversary of the Date of Grant; provided the Optionee has
remained a member of Board of Directors of the Company, without
interruption, from the Date of Grant through the vesting
date.
(b)
Change in Control . In the event of a Change in Control (as
such term is defined in the Plan), each outstanding Option shall
become fully vested and exercisable as to all Options, including
Options that would not otherwise be vested or exercisable. In no
event, however, shall a recapitalization of the Company, a
reclassification of the Company’s capital stock, or other
change in the Company’s capital structure (a “
recapitalization ”), constitute a Change in Control,
and the exercise of this Option shall not be accelerated upon the
occurrence of any such recapitalization; instead, in the event of
any recapitalization, the Option will be adjusted in accordance
with Section X of the Plan.
(c)
Termination of Employment or Service Relationship . This
Option may be exercised only while Optionee remains an employee of
or a service provider to the Company and will
terminate and cease to be exercisable upon termination of
Optionee’s employment or service relationship with the
Company, except that:
(i) If
Optionee’s employment or service relationship with the
Company terminates by reason of disability (within the meaning of
section 22(e)(3) of the Code), this Option may be exercised by
Optionee (or Optionee’s legal representative) at any time
during the period of one year following such termination, but only
as to the number of shares of Stock Optionee was entitled to
purchase hereunder as of the date Optionee’s employment or
service relationship so terminates.
(ii) If
Optionee dies while in the employ of or providing services to the
Company, Optionee’s estate, or the person who acquires this
Option by will or the laws of descent and distribution or otherwise
by reason of the death of Optionee, may exercise this Option at any
time during the period of one year following the date of
Optionee’s death, but only as to the number of shares of
Stock Optionee was entitled to purchase hereunder as of the date of
Optionee’s death.
(iii) If
Optionee’s employment or service relationship with the
Company terminates for any reason other than as described in
Section 3(c)(i) or (ii) above, unless such employment or
service relationship is terminated for cause, this Option may be
exercised by Optionee at any time during the period of three months
following such termination, or by Optionee’s estate (or the
person who acquires this Option by will or the laws of descent and
distribution or otherwise by reason of the death of Optionee)
during a period of one year following Optionee’s death if
Optionee dies during such three month period, but, in each case,
only as to the number of shares of Stock Optionee was entitled to
purchase hereunder as of the date Optionee’s employment or
service relationship so terminates. As used in this
Section 3(c)(iii), the term “ cause ” shall
mean Optionee (A) has been convicted of a misdemeanor
involving moral turpitude or of a felony, (B) has engaged in
gross negligence or willful misconduct in the performance of
Optionee’s duties as an employee of or service provider to
the Company, or (C) has materially breached any material
provision of any written agreement between Optionee and the Company
or any of its Affiliates. If Optionee is terminated for cause, this
Option shall not be exercisable for any period following such
termination.
If Optionee is on leave of absence
for any reason, the Company may, in its sole discretion, determine
that Optionee will be considered to still be in the employ of or
providing services to the Company, provided that rights to the
Option will be limited to the extent to which those rights were
earned or vested when the leave of absence began. In addition, the
terms and provisions of the employment agreement, if any, between
Optionee and the Company or any Affiliate (the “
Employment Agreement ”) that relate to or affect the
Option are incorporated herein by reference. Notwithstanding any
provision of this Section 3 to the contrary, in the event of
any conflict or inconsistency between the terms and conditions of
this Section 3 and the terms and conditions of the Employment
Agreement, the terms and conditions of the Employment Agreement
shall be controlling.
(d)
Expiration Date . This Option shall not be exercisable in
any event after the expiration of 10 years from the Date of
Grant hereof.
(e)
Payment of Purchase Price . The purchase price of shares as
to which this Option is exercised shall be paid in full at the time
of exercise, at Optionee’s election, with the approval of the
Company, (i) in cash (including check, bank draft or money
order payable to the order of the Company), (ii) by delivering
or constructively tendering to the Company shares of Stock having a
Fair Market Value equal to the purchase price (provided such shares
used for this purpose must have been held by Optionee for such
minimum period of time as may be established from time to time by
the Committee), (iii) if the Stock is readily tradable on a
national securities market, through a “cashless
exercise” in accordance with a Company established policy or
program for the same, or (iv) any combination of the
foregoing. No
2
fraction
of a share of Stock shall be issued by the Company upon exercise of
an Option or accepted by the Company in payment of the exercise
price thereof; rather, Optionee shall provide a cash payment for
such amount as is necessary to affect the issuance and acceptance
of only whole shares of Stock. Unless and until a certificate or
certificates representing such shares shall have been issued by the
Company to Optionee, Optionee (or the person permitted to exercise
this Option in the event of Optionee’s death) shall not be or
have any of the rights or privileges of a shareholder of the
Company with respect to shares acquirable upon an exercise of this
Option.
4. Transferability . The
Option, and any rights or interests therein, will be transferable
by Optionee only to the extent permitted pursuant to the terms of
Section XII.E. of the Plan or approved by the Committee.
5. Withholding of Tax
.
(a)
Withholding Requirement . To the extent that the exercise of
this Option or the disposition of shares of Stock acquired by
exercise of this Option results in compensation income or wages to
Optionee for federal, state or local tax purposes that are subject
to withholding requirements, Optionee shall deliver to the Company
at the time of such exercise or disposition such amount of money as
the Company may require to meet its minimum obligation under
applicable tax laws or regulations. In connection with such an
event requiring tax withholding, Optionee may (i) direct the
Company, in the Company’s discretion, to withhold from the
shares of Stock to be issued upon exercise the number of shares
necessary to satisfy the Company’s obligation to withhold
taxes, that determination to be based on the shares’ Fair
Market Value as of the date of exercise; (ii) deliver to the
Company, in the Company&rsquo
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