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MOVIE GALLERY, INC. 2008 OMNIBUS EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT

Option Agreement

MOVIE GALLERY, INC. 

2008 OMNIBUS EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT | Document Parties: MOVIE GALLERY INC You are currently viewing:
This Option Agreement involves

MOVIE GALLERY INC

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Title: MOVIE GALLERY, INC. 2008 OMNIBUS EQUITY INCENTIVE PLAN STOCK OPTION AGREEMENT
Governing Law: Delaware     Date: 6/17/2008
Industry: Recreational Activities     Sector: Services

MOVIE GALLERY, INC. 

2008 OMNIBUS EQUITY INCENTIVE PLAN 

STOCK OPTION AGREEMENT, Parties: movie gallery inc
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Exhibit 10.2

MOVIE GALLERY, INC.

2008 OMNIBUS EQUITY INCENTIVE PLAN

STOCK OPTION AGREEMENT

(Incentive Stock Options and Non-Statutory Stock Options)

By this Stock Option Agreement (the “ Agreement ”), Movie Gallery, Inc., a Delaware corporation (the “ Company ”) grants to                                          (the “ Grantee ”), an option (the “ Option ”) to purchase shares of the Company’s Common Stock, $0.001 par value per share, subject to the terms and conditions set forth below, in the attached Exhibit A hereto, and in the Movie Gallery, Inc. 2008 Omnibus Equity Incentive Plan, as may from time to time be amended (the “ Plan ”), all of which are an integral part of this Agreement. If a copy of the Plan is not attached to this Agreement, you may obtain one from the Company upon request. Capitalized terms used but not defined in this Agreement or Exhibit A have the meaning specified in the Plan.

This Option is not transferable except by will or the laws of descent and distribution. It is exercisable only by Grantee during Grantee’s lifetime (except in cases of incapacity) and after Grantee’s death, by Grantee’s personal representative, a person to whom the Option is transferred by will or the laws of descent and distribution, or a beneficiary designated under the Plan. This Option has been designated by the Committee as (check 1 or 2):

1.              Incentive Stock Option.

2.              Non-Statutory Stock Option.

 

Grant Date

   ____________________, 2008

Expiration Date

   ____________________ , 2018 (not to exceed 10 years from Grant Date)

Number of Shares

   _______________ Shares

Option Price

   $____ per Share

This Option shall become exercisable in installments according to the schedule below:

 

Date Exercisable

   Percentage   Number of Shares
Exercisable
   Cumulative Number
of Shares
Before ________    0%   0    0

On or after              

and before             

       

On or after              

and before             

       
On or after                 100%     

 


Please indicate your acceptance of this Agreement and of the terms in the attached Exhibit A , by signing the enclosed copy in the space provided below and returning it within fifteen (15) calendar days after the Company’s delivery of this Agreement to you:

 

By fax to:

   S. Page Todd (334) 836-3635

By mail to:

   Movie Gallery, Inc.
   900 West Main Street
   Dothan, Alabama 36301
   Attention: S. Page Todd

Your grant will become void if this acceptance is not returned as indicated above within such fifteen (15) calendar days.

 

MOVIE GALLERY, INC.
By:    
Title:     

 

ACCEPTED AND AGREED:
   
GRANTEE

Dated:                      , 2008

 

-ii-

 


EXHIBIT A

to

Movie Gallery, Inc. 2008 Omnibus Equity Incentive Plan

Stock Option Agreement

1. Manner of Exercise . This Option shall be exercised by delivery to the Company (or its authorized agent), during the period in which such Option is exercisable of (i) a written notice of Grantee’s intent to purchase a specific number of Shares pursuant to this Option, and (ii) full payment of the Option Price for such specific number of Shares (“ Payment ”). Payment may be made by any one or a combination of the following:

(a) cash, personal check or wire transfer;

(b) Mature Shares, valued at their Fair Market Value on the date of exercise;

(c) with the approval of the Committee, Restricted Shares held by the Grantee for at least six months prior to the exercise of the Option, each such share valued at the Fair Market Value of a Share on the date of exercise; or

(d) subject to applicable law (including the prohibited loan provisions of Section 402 of the Sarbanes-Oxley Act of 2002), through the sale of the Shares acquired on exercise of the Option through a broker-dealer to whom the Grantee has submitted an irrevocable notice of exercise and irrevocable instructions to deliver promptly to the Company the amount of sale or loan proceeds sufficient to pay for such Shares, together with, if requested by the Company, the amount of federal, state, local or other withholding taxes payable by Grantee by reason of such exercise.

Such exercise shall become effective on the earliest date on which both such notice and Payment have been actually received by the Company (which date must be before the Expiration Date). Grantee shall not be, nor have any of the rights or privileges of, a shareholder of the Company with respect to the Shares deliverable upon exercise of this Option or any portion thereof unless and until a certificate issued by the Company representing such Shares is delivered to Grantee.

2. Exercise After Termination of Affiliation . This Option may be exercised only while Grantee is providing services to the Company or a Subsidiary, except that this Option may also be exercised after the date on which Grantee’s Termination of Affiliation occurs (“ Termination Date ”) to the extent the Option is vested and exercisable on the Grantee’s Termination Date as follows:

A. if Grantee has a Termination of Affiliation on account of Disability, Grantee may exercise the vested portion of this Option at any time during the first 365 calendar days after Grantee’s Termination Date, but not beyond the Expiration Date of the Option;

B. if Grantee has a Termination of Affiliation on account of


 
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