Exhibit 10.2
K-SWISS INC.
EMPLOYEE STOCK OPTION
AGREEMENT
(2009 Stock Incentive
Plan)
(Officers)
This Employee Stock Option Agreement
(this “Agreement”) is made and entered into as of the
day of
,
by and between K-Swiss Inc., a Delaware Corporation (the
“Company”) and «FirstName»
«LastName», an individual (the
“Grantee”).
WHEREAS, the Compensation and Stock
Option Committee of the Board of Directors of the Company (the
“Committee”) administering the Company’s 2009
Stock Incentive Plan (the “Plan”) has granted to the
Grantee an option (this “Option”) to purchase shares of
the Class A Common Stock of the Company on the terms and
conditions set forth herein.
NOW, THEREFORE, the parties hereto
agree as follows:
1. Grant
of Option; Identifying Provisions : The
Company hereby grants to the Grantee, and the Grantee hereby
accepts, this Option to purchase the number of such shares optioned
as specified below, during a term ending at midnight (prevailing
local time at the Company’s principal offices) on the
expiration date of this Option specified below, at the option
exercise price specified below, subject to and upon the terms and
conditions described herein.
As used in this Option, the
following terms shall have the following respective
meanings:
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(a)
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Grantee:
«FirstName» «LastName»
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(c)
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Number of
shares optioned: «Shares»
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(d)
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Option exercise
price per share: $«Price»
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This Option is not intended to
qualify as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended.
2. Timing
and Purchases : Subject to the
provisions for termination and acceleration herein, this Option
shall vest in installments as follows:
Each of the options granted to the
grantee shall commence vesting on
,
.
Each of such options shall vest
% three years, four
years and five years, respectively, after the date upon which such
options commence vesting (e.g. options shall vest 33% on
,
,
%
,
and % on
,
).
3.
Acceleration and Termination Provisions
: The following additional provisions shall
apply to the exercise of this Option:
(a)
Termination of Employment . If the
Grantee’s employment by the Company or any of its
subsidiaries is terminated for any reason whatsoever by the
Company, the employee or otherwise, other that the Grantee’s
death as described in Section 3(c) below or the
grantee’s retirement as described in the following
Section 3(b), then only that portion of this Option
exercisable at the time of such termination of employment may
thereafter be exercised, and it may not be exercised more than
three (3) months after such termination nor after the
expiration date of this Option, whichever date is sooner, unless
such termination is by reason of the Grantee’s permanent and
total disability, in which case one (1) year. This Option
shall terminate upon such termination of
employment in all other respects.
Notwithstanding the above, the Board of Directors of the Company or
the Committee, in its sole discretion, may terminate this option in
all respects effective upon the termination of the Grantee’s
employment if the Board of Directors or the Committee makes a
determination that the Grantee’s termination was the result
of (i) refusal to perform his or her duties, (ii) gross
or willful misconduct that is materially harmful to the Company or
(iii) conviction of a crime of moral turpitude or a felony
involving personal dishonesty.
(b)
Retirement of Grantee . If the
Grantee retires pursuant to any retirement plan of the Company or
any of its subsidiaries then in effect as to the Grantee, only that
portion of the Option exercisable at the time of such retirement
may thereafter be exercised, and it may not be exercised more that
three (3) years after such retirement nor after the expiration
date of the option, whichever date is sooner. In all other
respects, this Option shall terminate upon such
retirement.
(c) Death
of Grantee . If the Grantee dies while
any portion of this Option is exercisable by the Grantee, the
Grantee’s legal representative, or the person entitled to do
so under the Grantee’s last will and testament or under
applicable intestate law, shall have the right to exercise this
Option, but only for the number of shares as to which the Grantee
was entitled to exercise this Option on the date of death, and such
right shall expire and this Option shall terminate on the earliest
to occur of (i) the expiration of 18 months after the date of
the Grantee’s death, (ii) the expiration date of this
Option or (iii) if the death occurred after the
Grantee’s employment had been terminated or the Grantee had
retired, on the date on which this Option terminates under
Section 3(a) or (b) above. In all other respects, this
Option shall terminate upon such death.
(d)
Terminating Events . This Option
shall terminate upon the earliest to occur of the following (each a
“Terminating Event”): (i) the dissolution or
liquidation of the Company; (ii) the consummation of a
reorganization, merger or consolidation of the Company with one or
more corporations as a result of which the outstanding shares of
Class A Common Stock then subject to this Option are exchanged
for or converted into cash or property or securities not issued by
the Company; (iii) the acquisition of all or substantially all
of the Company’s assets by any person or entity (including a
“group” as defined by or under Section 13(d)(3) of
the Exchange Act) other than a wholly-owned subsidiary of the
Company; (iv) the acquisition of beneficial ownership or
control of (including, without limitation, power to vote) more than
50% of the combined voting power of the outstanding voting
securities of the Company by any person or entity (including a
“group” as defined by or under Section 13(d)(3) of
the Exchange Act); or (v) the occurrence of a contested
election of directors, as a result of which or in connection with
which the persons who were directors of the Company before such
election or their nominees cease to constitute a majority of the
Board; unless, in the case of the events described in clauses (ii),
(iii), (iv) or (v), provision is made for the assumption,
substitution or other continuation of this Option following such
transaction adjusted, to the extent applicable, as provided in
Section 5 of this Option.
(e)
Acceleration in Connection with a Terminating Event
. This Option shall become exercisable in
full to the extent not theretofore exercised immediately before the
consummation of a Terminating Event of the type described in items
(ii), (iii), (iv) or (v) of Section 3(d)
above.
4.
Non-Transferable : The Grantee may
not transfer this Option except by will or the laws of descent and
distribution. This Option cannot otherwise be transferred,
assigned, pledged, hypothecated or disposed of in any way, whether
by operation of law or otherwise, and shall be exercisable during
the Grantee’s lifetime only by the Grantee or the
Grantee’s guardian or legal representative.
5.
Adjustments : Subject to the
provisions for termination herein and the provisions of the Plan,
if the outstanding shares of Class A Common Stock then subject
to this Option are increased or decreased, or are changed into or
exchanged for a different number or kind of shares or securities or
other forms of consideration, as a result of one or more
reorganizations (acquisitive or divisive), recapitalizations,
restructurings, reclassifications, stock splits, reverse stock
splits, stock dividends or the like, appropriate adjustments shall
be
2
made in the number
and/or kind of shares or securities or other forms of consideration
for which the unexercised portions of this Option may thereafter
b