Exhibit 10.2
STEIN MART, INC.
2001 OMNIBUS PLAN
OPTION AWARD AGREEMENT FOR KEY
EMPLOYEES
THIS AGREEMENT
is made and entered into as of the
date set forth on the signature page hereof by and between STEIN
MART, INC. , a Florida corporation (“Company”), and
the Key Employee of the Company whose signature is set forth on the
signature page hereof (the “Key Employee”).
W I T N E S S E T
H
WHEREAS, the Company has adopted the Stein Mart, Inc.
2001 Omnibus Plan (“Plan”), the terms of which, to the
extent not stated herein, are specifically incorporated by
reference in this Agreement;
WHEREAS, the purpose of the Plan is to permit Awards
under the Plan to be granted to certain Key Employees of the
Company and its Affiliates and to further specify the terms and
conditions under which such individuals may receive such
Awards;
WHEREAS, the Key Employee has entered into an employment
agreement with the Company in a key employee capacity and the
Company desires him or her to remain in such capacity, and to
secure or increase his or her ownership of Shares in order to
increase his or her incentive and personal interest in the success
and growth of the Company; and
WHEREAS, defined terms used herein and not otherwise
defined herein shall have the meanings set forth in the
Plan.
NOW, THEREFORE,
in consideration of the premises and
of the covenants and agreements herein set forth, the parties
hereby mutually covenant and agree as follows:
1. Option Grant
.
(a) Subject to the terms and
conditions set forth herein, the Company hereby grants to the Key
Employee an option (the “Option”) to purchase from the
Company all or any part of the aggregate number of Shares
(hereinafter referred to as the “Option Stock”) set
forth on the signature page hereof, at the purchase price per Share
set forth on the signature page hereof. The Option vests as follows
(the “Vested Portion”):
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1 Year from the Grant Date:
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1/3
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2 Years from the Grant Date:
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1/3
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3 Years from the Grant Date:
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1/3
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Except as provided herein, the
Vested Portion of the Option shall be exercisable beginning on the
Initial Exercise Date set forth on the signature page hereof. No
portion of the Option shall vest after the Key Employee’s
employment is terminated, regardless of the reason for
termination.
The Option may be exercised in whole
or in part (but any exercise shall be for whole Shares) by notice
in writing to the Company. The aggregate purchase price for the
Shares for which the Option is exercised shall be paid to the
Company at the time of exercise in cash, Shares registered in the
name of the Key Employee, or by a combination thereof, all as
provided on the signature page hereof. The approval of the board of
directors of the Company is required in order for Shares held by
the Key Employee for fewer than six months to be used in payment of
the exercise price of the Option. Unless otherwise provided on the
signature page hereof, the Option shall not be an Incentive Stock
Option for purposes of Section 422 of the Code. Unless
otherwise provided on the signature page hereof, the Option shall
not have the “reload feature” described in
Section 6.1 of the Plan, as of the date of grant.
(b) If the purchase price may be
paid wholly or partly in Shares, any Shares tendered in payment
thereof shall be free of all adverse claims and duly endorsed in
blank by the Key Employee or accompanied by stock powers duly
endorsed in blank. Shares tendered shall be valued at Fair Market
Value on the date on which the Option is exercised. As used herein,
“Fair Market Value” means the per Share closing price
on the date in question in the principal market in which the Shares
are then traded or, if no sales of Shares have taken place on such
date, the closing price on the most recent date on which selling
prices were quoted; provided, however, that for any Option that is
not an Incentive Stock Option, the Committee in its discretion may
elect to determine Fair Market Value with respect to such Shares,
based on the average of the closing prices, as of the date of
determination and a period of up to 20 trading days immediately
preceding such date. If such proviso is to be applicable, the
signature page hereof sets forth the number of trading days in such
period.
2. Nontransferability
.
(a) This Option is not transferable
other than by will or by the laws of descent and distribution. The
Option may be exercised during the life of the Key Employee only by
the Key Employee (or his/her legal representative).
(b) The Shares acquired on exercise
of the Options shall not be sold by Key Employee (or his/her legal
representative) until the earlier to occur of (i) one year
from the date of exercise or (ii) a Change of Control of the
Company.
3. Exercise of Option
.
(a) Except as provided herein, the
Vested Portion of the Option shall be exercisable beginning the
Initial Exercise Date set forth on the signature page hereof. No
portion of the Option may be exercised until or unless vested, and
no Vested Portion of the Option may be exercised on or after the
Expiration Date set forth on the signature page hereof.
(b) If the Key Employee’s
employment with the Company is terminated for Cause (as the term
“Cause” is defined in the Key Employee’s
Employment Agreement with the Company), the Key Employee shall have
no right to exercise any portion of the Option not yet exercised as
of the date of such termination for Cause. If the Key
Employee’s employment with the Company is terminated by the
Company without Cause prior to the Initial Exercise Date set forth
on the signature page hereof, then the Vested Port
