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Exhibit
10.1.1
NOTICE OF GRANT OF STOCK
OPTIONS AND OPTION AGREEMENT
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| Non-Qualified Stock Option Award |
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West Marine,
Inc. |
| Under the
Omnibus Equity Incentive Plan |
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500
Westridge Drive |
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Watsonville,
CA 95076 |
Effective Date: June 1,
2007
You have been granted a Non-Qualified
Stock Option to buy up to the number of shares of West Marine, Inc.
(the “Company”) common stock stated on the Smith Barney
2007 “Grant Listing” page at www.benefitaccess.com at
an exercise price of $14.88 per share. All of the options will
expire no later than the fifth anniversary of the effective date.
The options will vest as follows, assuming continuous
employment:
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% of Total
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Date Vest
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| [20% / 25% /
33%] |
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1st
Anniversary of Effective Date |
| [20% / 25% /
33%] |
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2nd
Anniversary of Effective Date |
| [20% / 25% /
34%] |
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3rd
Anniversary of Effective Date |
| [20% /
25%] |
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[4th
Anniversary of Effective Date] |
| [20%] |
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[5th
Anniversary of Effective Date] |
[The foregoing reflects the three-,
four- or five-year vesting terms that are contemplated to be the
range of vesting terms for option grants to employees under the
Omnibus Equity Incentive Plan.]
By your acknowledgement of this
document, you and the Company agree that these options are granted
under and governed by the terms and conditions of the
Company’s Omnibus Equity Incentive Plan, as amended, and
Exhibit A hereto, Non-Qualified Stock Option Agreement, all of
which are incorporated herein and made a part of this
document.
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| Employee’s Non-Qualified |
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Option No.:
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| Stock
Option |
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ID:
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Exhibit A
West Marine, Inc.
Omnibus Equity Incentive
Plan
Non-Qualified Stock Option
Agreement
1. Grant of Option . West Marine,
Inc. (the “Company”) hereby grants to the Associate
named in the “Notice of Grant of Stock Options and Option
Agreement” (the “Notice of Grant”) under the West
Marine, Inc. Omnibus Equity Incentive Plan, as amended (the
“Plan”), as a separate incentive in connection with his
or her employment and not in lieu of any salary or other
compensation for his or her services, a nonqualified stock option
to purchase, on the terms and conditions set forth in this
Agreement and the Plan, all or any part of an aggregate of the
number of shares, as specified in the Notice of Grant, of the
Common Stock, at the exercise price set forth in the Notice of
Grant. The option granted hereby is not intended to be an Incentive
Stock Option within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended.
2. Exercise Price . The exercise
price per share (the “Option Price”) shall be as set
forth in the Notice of Grant, which is the fair market value per
share of the Common Stock on the effective date specified in the
Notice of Grant. The Option Price shall be payable in the legal
tender of the United States or, in the discretion of the Committee,
in shares of the Common Stock of the Company or in a combination of
such legal tender and such shares.
3. Number of Shares . The number
and class of shares specified in the Notice of Grant, and/or the
Option Price, are subject to appropriate adjustment in the event of
changes in the capital stock of the Company by reason of stock
dividends, split-ups or combinations of shares, reclassifications,
mergers, consolidations, reorganizations or liquidations. Subject
to any required action of the stockholders of the Company, if the
Company shall be the surviving corporation in any merger or
consolidation, the option granted hereunder (to the extent that it
is still outstanding) shall pertain to and apply to the securities
to which a holder of the same number of shares of Common Stock that
are then subject to the option would have been entitled. To the
extent that the foregoing adjustments relate to stock or securities
of the Company, such adjustments shall be made by the Committee,
whose determination in that respect shall be final, binding and
conclusive.
4. Commencement of Exercisability
. Except as otherwise provided in this Agreement, the right to
exercise the option awarded by this Agreement shall
accrue:
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(a) |
as to [20% / 25% / 33%] of the shares subject to such option on
the day of the first anniversary of the effective date of this
Agreement, |
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(b) |
as to an additional [20% / 25% / 33%] on the day of the second
anniversary of this Agreement, [and] |
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(c) |
as to [an additional 20% / 25% / the remaining 34%] on the day
of the third anniversary of this Agreement, [and] |
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(d) |
[as to an additional 20% / the remaining 25% on the day of the
fourth anniversary of this Agreement, and] |
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[(e) |
as to the remaining 20% on the day of the fifth anniversary of
this Agreement.] |
[The foregoing reflects the three-,
four- or five-year vesting terms that are contemplated to be the
range of vesting terms for option grants to employees under the
Omnibus Equity Incentive Plan]
In the event of termination of the
Associate’s employment with the Company and its Subsidiaries
for any reason, the Associate will accrue no further entitlement in
the Plan, and all options which are not vested as of the earlier of
the date the Associate’s employment is terminated or the date
the Associate receives notice of such termination shall lapse and
expire immediately. That is, the Associate will not continue to
accru
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