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K-SWISS INC. EMPLOYEE STOCK OPTION AGREEMENT

Stock Option Agreement

K-SWISS INC. EMPLOYEE STOCK OPTION AGREEMENT | Document Parties: K SWISS INC You are currently viewing:
This Stock Option Agreement involves

K SWISS INC

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Title: K-SWISS INC. EMPLOYEE STOCK OPTION AGREEMENT
Date: 5/22/2009
Industry: Footwear     Sector: Consumer Cyclical

K-SWISS INC. EMPLOYEE STOCK OPTION AGREEMENT, Parties: k swiss inc
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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:

 

 

(a)

Grantee: «FirstName» «LastName»

 

 

(b)

Date of Grant:                                              

 

 

(c)

Number of shares optioned: «Shares»

 

 

(d)

Option exercise price per share: $«Price»

 

 

(e)

Expiration date:                                          

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


 
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