Exhibit 99.2
URBAN OUTFITTERS
2004 STOCK INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION
AGREEMENT
FOR NON-EMPLOYEE DIRECTORS
NON-QUALIFIED STOCK OPTION AGREEMENT
(the “Agreement”) dated as of the
day of
,
(the “Grant Date”) between Urban Outfitters, Inc. (the
“Company”), a Pennsylvania corporation, and
, (the “Optionee”) a Non-Employee Director of the
Company, as defined in the Urban Outfitters 2004 Stock Incentive
Plan (the “Plan”).
WITNESSETH
WHEREAS, the Company desires to
afford the Optionee an opportunity to purchase shares of the
Company’s common stock (“Common Stock”) as
hereinafter provided, in accordance with provisions of the Plan, a
copy of which has been provided to the Optionee. Except as
otherwise provided in this Agreement, terms used in this Agreement
shall have the same meaning as in the Plan.
NOW, THEREFORE, in consideration of
the mutual covenants hereinafter set forth and for other good and
valuable consideration, the legal sufficiency of which is hereby
acknowledged, the parties hereto, intending to be legally bound
hereunder, agree as follows:
1. Grant of Option . The
Company hereby confirms the grant to the Optionee of the right and
option (“Option”) to purchase all or any part of an
aggregate of
shares of Common Stock. Upon the sale of Common Stock purchased
under the Option, the Company shall be entitled to any proceeds
representing that portion of the sales price which exceeds 500% of
the Fair Market Value at the Grant Date (the “Excess”).
For example, if the Fair Market Value is $10.00, any proceeds above
$50.00 shall accrue to the Company and not to the Optionee (or the
Optionee’s transferee, if any, under Paragraph 7). The Option
is in all respects limited and conditioned, as hereinafter
provided, and is subject in all respects to the terms and
conditions of the Plan now in effect and as it may be amended from
time to time (but only to the extent that such amendments apply to
outstanding options). Such terms and conditions are incorporated
herein by reference and are made a part hereof.
2. Purchase Price . The
purchase price of each share (“Option Price”) of Common
Stock covered by the Option shall be $
per share.
3. Term . Unless earlier
terminated pursuant to any provision of this Agreement or of the
Plan, this Option shall expire on
(seven years from the Grant Date).
4. Exercise of Option .
Subject to Section 14 of the Plan and to Paragraphs 3, and 8
through 10 of this Agreement, this Option shall become fully
exercisable on
. The right of the Optionee to purchase shares under this Option
may be exercised in whole or in part at any time or times after the
Option has become exercisable, and prior to the expiration or other
termination of the Option.
The foregoing provisions of this
Paragraph 4 notwithstanding, the exercisability of the Option is
subject to the terms and conditions of the Plan.
5. Method of Exercising
Option . Subject to the terms and conditions of this Agreement
and the Plan, the Option may be exercised upon written notice to
the Company, at its principal office, which is located at 5000
South Broad Street, Philadelphia, Pennsylvania 19112. Such notice
shall state the election to exercise the Option and the number of
shares with respect to which it is being exercised; shall be signed
by the person or persons so exercising the Option; shall, if the
Company so requests, be accompanied by the investment certificate
referred to in Paragraph 6 hereof; and shall be accompanied by
payment of the full Option Price of such shares. Only full shares
will be issued. Any fractional share will be forfeited.
The Option Price shall be paid to
the Company:
(a) In cash, or in its equivalent:
certified check, bank draft, or postal or express money
order;
(b) In Common Stock previously
acquired by the Optionee;
(c) By delivering a properly
executed notice of exercise of the Option to the Company and a
broker, with irrevocable instructions to the broker promptly to
deliver to the Company the amount of sale or loan proceeds
necessary to pay the exercise price of the Option; or
(d) In any combination of (a),
(b) and (c) above.
In the event such Option Price is
paid, in whole or in part, with shares of Common Stock, the portion
of the Option Price so paid shall be equal to the fair market value
(as defined in the Plan) of the Common Stock surrendered in payment
of such Option Price on the date of exercise of the
Option.
Upon receipt of such notice and
payment, the Company, as promptly as practicable, shall deliver or
cause to be delivered a certificate or certificates representing
the shares with respect to which the Option is so exercised. The
certificate or certificates for the shares as to which the Option
shall have been so exercised shall be registered in the name of the
person or persons so exercising the Option (or, if the Option shall
be exercised by
