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Exhibit 99.2
Form of Nonqualified Stock Option Agreement
THE YANKEE CANDLE COMPANY, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made as of the __ day of _____, 200_ (the
"Grant
Date"), between The Yankee Candle Company,
Inc. (the "Corporation"), and (the
"Optionee").
WHEREAS, the Corporation has adopted The Yankee Candle Company,
Inc.
2005 Stock Option and Award Plan (the
"Plan") in order to provide additional
incentive to certain employees, officers
and directors of the Corporation and
its subsidiaries; and
WHEREAS, the Committee responsible for administration of the
Plan
has determined to grant an option to the
Optionee as provided herein;
NOW, THEREFORE, the parties hereto agree as follows:
1. Grant
of Option.
1.1 The Corporation hereby grants to the Optionee the right and
option (the "Option") to purchase all or
any part of an aggregate of shares of
common stock, $.01 par value per share, of
the Company (the "Shares"), on the
terms and conditions set forth in this
Agreement and in the Plan, a copy of
which has been provided to the
Optionee.
1.2 This Option is not intended to qualify as an Incentive
Stock
Option within the meaning of Section 422 of
the Code.
1.3 Except as otherwise defined herein, capitalized terms used
in
this Agreement shall have the same
definitions as set forth in the Plan.
2.
Purchase Price.
The price at which the Optionee shall be entitled to purchase
Shares
upon the exercise of this Option shall be
$______ per Share (such price being
subject to adjustment as provided in the
Plan).
3.
Duration of Option.
The Option shall be exercisable to the extent and in the manner
provided herein for a period of 10 years
from the date hereof (the "Exercise
Term"); provided, however, that the Option
may be earlier terminated as provided
in Section 6 or Section 8 hereof; provided,
further, that the Option may, upon
the death of the Optionee, be later
exercised for up to one (1) year following
the date of the Optionee's death if such
death occurs prior to the tenth
anniversary of the Grant Date.
4.
Exercisability of Option.
Unless otherwise provided in this Agreement or the Plan, the
Option
shall entitle the Employee to purchase, in
whole at any time or in part from
time to time, twenty-five percent (25%) of
the total number of Shares covered by
the Option after the expiration of one (1)
year from the Grant Date and an
additional twenty-five percent (25%) of the
total number of Shares covered by
the Option after the expiration of each of
the second, third and fourth
anniversaries of the Grant Date, and each
such right of purchase shall be
cumulative and shall continue, unless
sooner exercised or terminated as herein
provided, during the remaining period of
the Exercise Term. Any fractional
number of Shares resulting from the
application of the foregoing percentages
shall be rounded down to the next whole
number of Shares.
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5. Manner
of Exercise and Payment.
5.1 Notice of Exercise. Subject to the terms and conditions of
this
Agreement and the Plan, the Option may be
exercised by delivery of notice to the
Secretary of the Company (or such other
person as the Company may designate)
pursuant to Section 5(e) of the Plan. Such
notice shall state that the Optionee
is electing to exercise the Option and the
number of Shares in respect of which
the Option is being exercised. The
Corporation may require proof satisfactory to
it as to the right of such person to
exercise the Option. Not less than two
hundred and fifty (250) Shares may be
purchased at any one time upon any
exercise of the Option, unless the number
of Shares so purchased constitutes the
total number of Shares then purchasable
under the Option.
5.2 Deliveries. The notice of exercise described in Section 5.1
hereof shall be accompanied by the full
purchase price for the Shares in respect
of which the Option is being exercised, in
the manner permitted by Section 5(f)
of the Plan.
5.3 Issuance of Shares. Upon receipt of notice of exercise,
full
payment for the Shares in respect of which
the Option is being exercised, and
subject to Section 11, the Corporation
shall take such action as may be
necessary under applicable law to effect
the issuance to the Optionee of the
number of Shares as to which such exercise
was effected.
5.4 Stockholder Rights. The Optionee shall not be deemed to be
the
holder of, or to have any of the rights of
a holder with respect to any Shares
subject to the Option until (a) the Option
shall have been exercised in
accordance with the terms of this Agreement
and the Optionee shall have paid the
full purchase price for the number of
Shares in respect of which the Option was
exercised and any withholding taxes due in
connection with such exercise, (b)
the Corporation shall have issued the
Shares to the Optionee, and (c) the
Optionee's name shall have been entered as
a shareholder of record on the books
of the Corporation. Upon the occurrence of
all of the foregoing events, the
Optionee shall have full voting and other
ownership rights with respect to such
Shares.
6.
Termination of Option. Subject to Sections 7 and 8 hereof, each
Option
shall terminate on the date which is the
tenth anniversary of the Grant Date (or
if later, the first anniversary of the date
of the Optionee's death if such
death occurs prior to such tenth
anniversary), unless terminated earlier as
follows:
6.1 If the employment of the Optionee is terminated for any
reason
other than Disability (as defined below),
death or for Cause (as defined below),
the Optionee may for a period of three (3)
months after such termination
exercise his or her Option to the extent,
and only to the extent, that the
Option or portion thereof was vested and
exercisable as of the date of such
termination, after which time the Option
shall automatically terminate in full.
6.2 If the employment of the Optionee is terminated by reason
of
Disability, the Optionee may, for a period
of twelve (12) months after such
termination, exercise his or her Option to
the extent, and only to the extent,
that the Option or portion thereof was
vested and exercisable, as of the date of
such termination, after which time the
Option shall automatically terminate in
full. For purposes of this Agreement,
"Disability" means:
(a) in the case of an Optionee whose employment with the
Corporation or subsidiary is subject to the
terms of an employment agreement
between such Optionee and the Corporation
or subsidiary, which employment
agreement includes a definition of
"Disability", the term "Disability" as used
in this Agreement shall have the meaning
set forth in such employment agreement
during the period that such employment
agreement remains in effect;
(b) the term "Disability" as used in the Corporation's
long-term disability plan, if any; or
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(c) in all other cases, the term "Disability" as used in this
Agreement shall mean a physical or mental
infirmity which impairs the Optionee's
ability to perform substantially his or her
duties for a period of one hundred
eighty (180) consecutive days.
6.3 If the employment of the Optionee is terminated by reason
of
death, or if the Optionee dies within three
(3) months after termination as
described in Section 6.1 hereof or within
twelve (12) months after termination
as described in Section 6.2 hereof, the
person or persons to whom such rights
under the Option shall pass by will, or by
the laws of descent or distribution
may, for a period of twelve (12) months
following the Optionee's death, exercise
the Option to the extent, and only to the
extent, that the Option was vested and
exercisable as of the date of the
Optionee's death, after which time the Option
shall terminate in full.
6.4 If the employment of the Optionee is terminated for Cause,
the
option granted to the Optionee hereunder
shall immediately terminate in full and
no rights thereunder may be exercised. The
Optionee shall be considered to have
been discharged for "Cause" if the
Corporation determines, within 30 days
