Exhibit 99.3
URBAN OUTFITTERS
2004 STOCK INCENTIVE PLAN
INCENTIVE STOCK OPTION
AGREEMENT
INCENTIVE 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”) an employee of the Company or a
Related Corporation, 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. 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. It is intended that
the Option granted hereunder be an incentive stock option
(“ISO”) meeting the requirements of the Plan and
section 422 of the Internal Revenue Code of 1986, as amended (the
“Code”).
2. Purchase Price . The
purchase price of each share (“Option Price”) of Common
Stock covered by the Option shall be $
per share. It is the determination of the Committee that on the
Grant Date the Option Price was not less than 100% (110% for an
Optionee who owns (or is deemed to own) more than 10% of the total
combined voting power of all shares of stock of the Company or of a
related corporation — “More-Than 10% Owner”) of
the Fair Market Value of a share of the Common Stock.
3. Term . Unless earlier
terminated pursuant to any provision of this Agreement or of the
Plan, this Option shall expire on
, 20
which date
is not more than ten years from the Grant Date (five years in the
case of a More-Than 10% Owner).
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 exercisable
in
( )
installments, and the Optionee shall have the right to purchase
from the Company, on or after the following dates, the following
number of shares of Common Stock:
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Date Installment Becomes
Exercisable
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Number of Option Shares
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No additional vesting shall occur
after the Optionee’s Termination of Service.
The right of the Optionee to
purchase the shares which are the subject of any installment of the
Option which has become exercisable may be exercised in whole or in
part at any time or times 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
