UNIFI, INC.’S
STOCK OPTION GRANTS
UNDER THE 2008 UNIFI, INC. LONG TERM INCENTIVE PLAN
THIS OPTION
GRANT (“Agreement”) effective the ___day of
, by and between UNIFI, INC., a New York corporation, (hereinafter
called the “Corporation”), and
, a key employee (hereinafter called the “Optionee”) of
the Corporation.
WHEREAS,
the Board of Directors of Unifi, Inc. adopted, effective
April 30, 2008, subject to the approval of the shareholders of
the Corporation, the 2008 Unifi, Inc. Long Term Incentive Plan
(“Plan”) which was approved by the shareholders of the
Corporation at their Annual Meeting held on October 29, 2008;
and
WHEREAS,
the Plan is incorporated into and forms a part of this Agreement
and the Optionee has been selected by the Compensation Committee of
the Board of Directors (“Committee”), consisting of
three directors who satisfy the requirements of an outside
director, as set forth in the Plan, to receive a stock option
(“Option”) under the Plan;
NOW,
THEREFORE, in consideration of the mutual promises hereinafter
set forth, and for other good and valuable consideration, it is
agreed by and between the parties as follows:
Section 1.
Grant of Option. The Corporation granted effective [insert]
(“Date of Grant”) to Optionee the right, privilege, and
option to purchase [insert] shares of Unifi, Inc. Common Stock,
$.10 par value (“Option Shares”) in the manner and
subject to the conditions hereinafter set forth. The Option is
intended to constitute an incentive stock option as that term is
used in Code §422. If, as a result of the Option granted
hereunder, the aggregate fair market value (“FMV”)
(determined as of the time the Option is granted) of the stock,
with respect to which the incentive stock options are exercisable
for the first time by the Optionee during any calendar
year under this and all other incentive stock option plans (as
defined by §422 of the Code, as amended) of the Corporation,
would exceed $100,000.00 any excess amount will be treated as
non-qualified stock options.
Section 2.
Exercise Price. The exercise price for the Option granted
under Section 1 of this Agreement shall be [insert] per share,
the FMV of said stock on the Date of Grant, as defined in
Section 12 of this Agreement.
Section 3.
Time of Exercise. The Option Shares granted under
Section 1 of this agreement shall vest and become exercisable
on the date that the closing price of the Corporation’s
common stock on the New York Stock Exchange shall have been at
least [insert] per share for thirty (30) consecutive trading
days. There shall be no fractional shares. After the Option becomes
exercisable as set forth above it shall continue to be exercisable
with respect to the Option Shares until the Option
expires.
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Section 4.
Method of Exercise. This Option shall be exercised by
written notice directed to the Chief Financial Officer or General
Counsel of the Corporation or other Officer as hereafter designated
by the Committee (“Designated Officer”) at the
Corporation’s principal office in Greensboro, North Carolina,
or at such other office as the Corporation may designate. Such
notice shall (a) set forth the number of full shares which are
being exercised, (b) be signed by the person exercising the
Option, (c) be accompanied by a certified or other check
acceptable to the Corporation made payable to the order of the
Corporation for the full purchase price of such shares or by a
certificate or certificates of Unifi, Inc. common stock acceptable
to the Designated Officer, the fair market value of which on the
New York Stock Exchange at the close of business on the date said
notice is received by the Corporation, shall equal or exceed the
Option price, said certificate or certificates being duly endorsed,
and (d) be accompanied by a signed investment representation
letter as provided in Section 9 hereof. Such exercise shall be
effective only when said properly executed notice accompanied by
check or stock certificates, as referred to above, are received by
the Designated Officer. The certificate or certificates for the
shares issued upon the exercise of an Option or part thereof and
any shares delivered to the Corporation under subparagraph
(c) of this Section 4, in excess of the Option price
shall be issued or reissued, as the case may be, with or without
restrictive legend, as determined by the Designated Officer, in the
name of the person exercising the Option, and shall be delivered to
such person. All shares issued as provided herein, will be fully
paid and non-assessable.
Section 5.
Withholding. Optionee, upon the exercise of an Option
granted to him under this Agreement, shall pay to the Corporation
in cash the amount of any tax or other amount required by any
governmental authority to be withheld and paid over by the
Corporation to such authority for the account of such Optionee.
Notwithstanding the foregoing, the Optionee may satisfy this
obligation in whole or in part, and any other local, state or
federal income tax obligations resulting from the exercise or the
surrender of an Option, by electing to deliver to the Corporation
shares owned by the Optionee at the time of the exercise or
surrender, or to have the Corporation withhold shares from the
shares to which the Optionee is entitled. The number of shares to
be delivered or withheld shall have a fair market value as of the
date the amount of tax to be withheld is determined, those being
withheld being as nearly equal to (but not exceeding) the amount of
such obligation being satisfied as possible.
Section 6.
Termination of Option. Except as herein otherwise stated,
the Option to the extent not heretofore exercised shall terminate
upon the first to occur of the following dates:
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(A)
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The expiration of three months from
the Optionee’s date of termination with the Corporation,
except if such termination be by reason of death or permanent and
total disability, or cause;
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(B)
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In the event of the death of the
Optionee, the Administrator of the deceased Optionee’s
estate, the Executor under his Last Will and Testament, or the
person or persons to whom the stock option shall have been validly
transferred by such Executor or Administrator pursuant to the Last
Will and Testament or the Intestacy Succession Laws shall have the
right within twelve (12) months of the date of the
Optionee’s death, but not beyond the [insert] expiration date
of the Option, to exercise such Option to the extent exercisable by
the Optionee at the
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date of his death;
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(C)
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In the event of the termination of
the Optionee’s employment due to retirement with the consent
of the Board of Directors, or permanent and total disability, the
Optionee shall have the right within twelve (12) months from
his date of termination, but not beyond [insert], the expiration
date of such Option, to exercise such Option to the extent
exercisable on such date of termination;
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(D)
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In the event the Optionee’s
employment with the Corporation is terminated for cause, the
Optionee’s date of termination.
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(E)
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[insert], being the expiration of
ten years from the grant of this Option.
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Section 7.
Reclassification, Consolidation, or Merger. If and to the
extent that the number of issued shares of common stock of the
Corporation shall be increased or reduced by change in par value,
split, reclassification, distribution of a dividend payable in
stock, or the like, the number of shares subject to Option and the
Option Price per share shall be proportionately
adjusted.
If the Corporation
is reorganized or consolidated or merged with another corporation,
Optionee shall be entitled to receive Options covering shares of
such reorganized, consolidated, or merged company in the same
proportion, at an equivalent price, and subject to the same
conditions. For purposes of the preceding sentence, the excess of
the aggregate fair market val
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