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EXHIBIT 10.16
JO-ANN STORES, INC.
1996 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
EFFECTIVE: JUNE 12, 1996
1. PURPOSE. This 1996 Stock Option Plan for Non-Employee
Directors (the "Plan") is designed to enable Fabri-Centers of
America, Inc. (the
"Company"), through the grant of options, to continue to attract
and retain
highly qualified non-employee directors and to provide additional
incentive to
those directors through increased stock ownership. The Plan, upon
becoming
effective by reason of its approval by the Company's shareholders,
replaces the
1988 Stock Option Plan for Non-Employee Directors (the "Predecessor
Plan")
except any option previously granted under the Predecessor Plan
will remain
available for exercise under the terms of the Predecessor Plan.
2. ADMINISTRATION. The Plan shall be administered by a
committee consisting of not less than two directors of the Company
(the
"Committee"), to be appointed by, and to serve during the pleasure
of, the Board
of Directors of the Company. No non-employee director may be
appointed or serve
as a member of the Committee. Subject to the terms of the Plan, the
Committee
shall have full power and authority to interpret the provisions and
supervise
the administration of the Plan. All decisions by the Committee
pursuant to the
provisions of the Plan shall be final.
3. PARTICIPATION IN THE PLAN. Each director of the Company who
is not an employee of the Company or any of its subsidiaries shall
be a
participant in the Plan.
Each newly elected non-employee director of the Company shall
automatically be granted, on the date of his or her election to the
Board of
Directors, an option to purchase 7,500 Class A shares and 7,500
Class B shares
of the Company's Common Stock at the option price set forth in
Section 5.
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Each continuing non-employee director of the Company shall
automatically be granted, upon approval of this Plan and at the end
of each Year
(as defined herein) thereafter, an option to purchase the number of
Class A
shares and Class B shares of the Company as follows:
(i) 2,000 Class A shares for each continuous Year of service
as a non-employee director completed through and including February
1, 1997 less
the number of shares of the Company's Common Stock originally
purchasable upon
exercise of any options awarded to such director for continuous
service under
the Predecessor Plan and the Plan; and
(ii) 1,500 Class A shares and 1,500 Class B shares for each
continuous Year of service as a non-employee director completed
after February
1, 1997 less the number of shares of the Company's Common Stock
originally
purchasable upon exercise of any options awarded to such director
for continuous
service under the Plan.
The option price for any option granted pursuant to the
immediately preceding sentence shall be as set forth in Section
5.
For purposes of this paragraph a Year shall be the period
beginning on the date of each Annual Meeting of Shareholders held
on or after
June 5, 1989 and ending on the date of the next succeeding Annual
Meeting of
Shareholders; provided, however, that the last such period shall
constitute a
Year of Service only if the director is re-elected, if his term
expired, at the
Annual Meeting of Shareholders held on the last day of such
period.
The number of shares to be granted to each non-employee
director and the timing of the grants set forth in this Section 3,
and the
option price set forth in Section 5, shall not be amended more than
once every
six months, other than to comport with changes in the Internal
Revenue Code, the
Employee Retirement Income Security Act, or the rules
thereunder.
4. SHARES SUBJECT TO THE PLAN. The shares subject to the Plan
shall be shares of the Company's Common Stock, without par value,
and may be
authorized but unissued shares or treasury shares. The total number
of shares
that may be delivered upon the exercise of all options granted
under the Plan
may not exceed 124,000 Class A shares and 100,000 Class B shares
subject,
however, to adjustment as provided in Section 11.
5. OPTION PRICE. The option price shall be 100% of the fair
market value of the shares on the date the option is granted. In no
event may
previously unissued shares be issued at a price less than that
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permitted by the Ohio General Corporation Law. For purposes of this
Plan, the
"fair market value" of shares on any date shall be the mean between
the high and
low sale prices of the shares as reported for New York Stock
Exchange-Composite
Transactions on that date or, if no shares are traded on that date,
the next
preceding date on which trading occurred. In the event that the
shares cease to
be traded on the New York Stock Exchange, the "fair market value"
of the shares
shall be determined in the manner prescribed by the Committee.
6. EXERCISE OF OPTIONS. Except as otherwise provided in
Section 7, an option may be exercised only while the optionee
remains a director
of the Company. No option granted under the Plan may be exercised
prior to the
completion of one year of continuous service as director of the
Company after
the date of grant, unless an option is accelerated as provided in
this section,
nor, under any circumstances, later than the expiration date of the
option.
Options granted under the Plan shall become exercisable in
increments of
one-fourth of the total shares subject to the option upon
completion of each of
four successive one-year periods of continuous service after the
date of grant.
If a one-fourth installment of the number of shares subject to the
option would
otherwise include a fraction
