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Nonqualified Stock Option Award Agreement

Option Agreement

Nonqualified Stock Option Award Agreement | Document Parties: GOLFSMITH INTERNATIONAL HOLDINGS INC You are currently viewing:
This Option Agreement involves

GOLFSMITH INTERNATIONAL HOLDINGS INC

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Title: Nonqualified Stock Option Award Agreement
Date: 9/29/2008
Industry: Recreational Products     Sector: Consumer Cyclical

Nonqualified Stock Option Award Agreement, Parties: golfsmith international holdings inc
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Exhibit 10.4

Nonqualified Stock Option Award Agreement — Schedule A

Notice of Option Grant

 

 

 

Participant:

 

Sue E. Gove

 

 

 

Company:

 

Golfsmith International Holdings, Inc.

 

 

 

Notice:

 

You have been granted the following Nonqualified Stock Option to purchase Shares in accordance with the terms of the Plan and the Nonqualified Stock Option Award Agreement attached hereto.

 

 

 

Plan:

 

Golfsmith International Holdings, Inc. 2006 Incentive Compensation Plan

 

 

 

Grant:

 

Date of Grant: September 29, 2008

 

 

 

 

 

Option Price per Share: $2.50
Number of Shares under Option: 200,000

 

 

 

Exercisability:

 

Subject to the terms of the Plan and this Agreement, your Option may be exercised on and after the dates indicated below as to the number of Shares set forth below opposite each such date, plus any Shares as to which your Option could have been exercised previously but was not so exercised.

 

 

 

 

 

 

Shares

 

Date

40,000

 

September 29, 2009

40,000

 

September 29, 2010

40,000

 

September 29, 2011

40,000

 

September 29, 2012

40,000

 

September 29, 2013

 

 

 

 

 

 

 

 

 

Notwithstanding notwithstanding the foregoing, but subject to the immediately preceding sentence, upon the occurrence of a Change of Control, your Option shall become fully exercisable as to the full number of Shares under your Option.

 

 

 

Expiration Date:

 

Your Option will expire ten years from the Date of Grant, subject to earlier termination as set forth in the Plan and this Agreement.

 

 

 

Rejection:

 

If you do not want to accept your Option, please return this Agreement, executed by you on the last page of this Agreement, at any time within ninety (90) days after the Date of Grant to Golfsmith International Holdings, Inc. 11000 N. IH-35, Austin, TX 78753. Do not return a signed copy of this Agreement if you accept your Option. If you do not return a signed copy of this Agreement within ninety (90) days after the Date of Grant, you will have accepted your Option and agreed to the terms and conditions set forth in this Agreement and the terms and conditions of the Plan.

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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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          5. Termination .

               The Option shall terminate upon the Participant’s Termination for any reason and no Shares may thereafter be purchased under the Option except as provided below. Notwithstanding anything contained in this Agreement, the Option shall not be exercised after the Expiration Date.

               (a)  Termination without Cause or for Good Reason. If the Participant’s Termination is by the Company, a Subsidiary or an Affiliate without Cause or by the Participant for Good Reason or due to the Participant’s Retirement, the Option, to the extent exercisable as of the date of such Termination, shall thereafter be exercisable for a period of three months from the date of such Termination.

               (b)  Deat


 
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