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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, $0.001 par value per share, subject to the terms and
conditions set forth below, in the attached Exhibit A
hereto, and in the Movie Gallery, Inc. 2008 Omnibus Equity
Incentive Plan, as may from time to time be amended (the “
Plan ”), all of which are an integral part of this
Agreement. If a copy of the Plan is not attached to this Agreement,
you may obtain one from the Company upon request. Capitalized terms
used but not defined in this Agreement or Exhibit A have the
meaning specified in the Plan.
This Option is not
transferable except by will or the laws of descent and
distribution. It is exercisable only by Grantee during
Grantee’s lifetime (except in cases of incapacity) and after
Grantee’s death, by Grantee’s personal representative,
a person to whom the Option is transferred by will or the laws of
descent and distribution, or a beneficiary designated under the
Plan. This Option has been designated by the Committee as (check 1
or 2):
1.
Incentive Stock Option.
2.
Non-Statutory Stock Option.
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Grant Date
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____________________, 2008 |
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Expiration Date
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____________________ , 2018 (not to exceed 10
years from Grant Date) |
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Number of Shares
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_______________ Shares |
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Option Price
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$____ per
Share |
This Option shall become exercisable in
installments according to the schedule below:
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Date Exercisable
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Percentage |
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Number of Shares
Exercisable |
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Cumulative Number
of Shares |
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0% |
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0 |
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0 |
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On or after
and before
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On or after
and before
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| On or
after
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100% |
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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:
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By fax to:
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S. Page
Todd (334) 836-3635 |
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By mail to:
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Movie
Gallery, Inc. |
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900 West
Main Street |
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Dothan,
Alabama 36301 |
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Attention: S. Page Todd |
Your grant will become void
if this acceptance is not returned as indicated above within such
fifteen (15) calendar days.
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| MOVIE GALLERY, INC. |
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| By: |
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| Title: |
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| ACCEPTED AND
AGREED: |
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| 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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