Nonqualified Stock Option Award Agreement
This
Nonqualified Stock Option Award Agreement (this
“Agreement”) dated as of the Date of Grant (the
“Date of Grant”) set forth in the Notice of Option
Grant attached as Schedule A hereto (the “Grant
Notice”) is made between Golfsmith International Holdings,
Inc. (the “Company”) and the Participant set forth in
the Grant Notice. The Grant Notice is included in and made part of
this Agreement.
1.
Definitions .
(a) Capitalized
terms used but not defined herein have the meaning set forth in the
Golfsmith International Holdings, Inc. 2006 Incentive Compensation
Plan (the “Plan”).
(b)
Disability . Disability shall have the meaning contained in
Participant’s employment agreement, if applicable. If no such
employment agreement exists, Participant’s employment with
Golfsmith, a Subsidiary, or an Affiliate shall be treated as
terminating by reason of a “Disability” if the
Committee determines that his or her employment terminated because
he or she no longer was able to perform the essential functions of
his or her job as a result of a physical or mental illness even
with reasonable accommodation by Golfsmith or a Subsidiary, or an
Affiliate.
(d)
Retirement . Participant’s employment shall be treated
as terminating by reason of Retirement if his or her employment
with Golfsmith, a Subsidiary, or an Affiliate terminates for any
reason other than Cause on or after the date he or she reaches at
least age 60.
2.
Grant of the Option .
Subject
to the provisions of this Agreement and the provisions of the Plan,
the Company hereby grants to the Participant, pursuant to the Plan,
the right and option (the “Option”) to purchase all or
any part of the number of shares of common stock of the Company,
par value $0.001 per share (“Shares”), as set forth in
the Grant Notice at an Option Price (“Option Price”)
per Share and on the other terms as set forth in the Grant
Notice.
3.
Exercisability of the Option .
The
Option shall vest and become exercisable in accordance with the
exercisability schedule and other terms set forth in the Grant
Notice. The Option shall terminate on the Expiration Date (the
“Expiration Date”) set forth in the Grant Notice,
subject to earlier termination as set forth in the Plan and this
Agreement.
4.
Method of Exercise of the Option .
(a) The
Participant may exercise the Option, to the extent then
exercisable, by delivering a written notice to the Company in a
form specified or accepted by the Company, specifying the number of
Shares with respect to which the Option is being exercised. Such
notice must be signed by the Participant or any other person then
having the right to exercise the Option.
(b) At
the time the Participant exercises the Option, the Participant
shall pay the Option Price of the Shares as to which the Option is
being exercised to the Company (i) in United States dollars by
personal check, bank draft or money order; (ii) subject to
such terms, conditions and limitations as the Committee may
prescribe, by tendering (either by actual delivery or attestation)
unencumbered Shares previously acquired by the Participant having
an aggregate Fair Market Value at the time of exercise equal to the
total Option Price of the Shares for which the Option is so
exercised; (iii) subject to such terms, conditions and
limitations as the Committee may prescribe, a cashless
(broker-assisted) exercise that complies with all applicable laws;
or (iv) by a combination of the consideration provided for in
the foregoing clauses (i), (ii) and (iii).
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