Nonqualified Stock Option Award
Agreement — Schedule A
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Sue E.
Gove
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Golfsmith
International Holdings, Inc.
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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.
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Golfsmith
International Holdings, Inc. 2006 Incentive Compensation
Plan
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Date of Grant:
September 29, 2008
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Option Price
per Share: $2.50
Number of Shares under Option: 200,000
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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.
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Shares
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Date
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September 29, 2009
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September 29, 2010
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September 29, 2011
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September 29, 2012
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September 29, 2013
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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.
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Your Option
will expire ten years from the Date of Grant, subject to earlier
termination as set forth in the Plan and this Agreement.
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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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1
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.
(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.
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).
2
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.
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