NONQUALIFIED STOCK OPTION
AGREEMENT
UNDER
BAKERS FOOTWEAR GROUP, INC.
2003 STOCK OPTION PLAN
THIS AGREEMENT
(“Agreement”), made this ___day of
, 2___, by and between BAKERS FOOTWEAR GROUP, INC., a Missouri
corporation (hereinafter called the “Company”), and
(hereinafter called “Optionee”);
WHEREAS, the Board
of Directors of the Company (“Board of Directors”) has
adopted the Bakers Footwear Group, Inc. 2003 Stock Option Plan (the
“Plan”) pursuant to which options covering shares of
the Common Stock of the Company may be granted; and
WHEREAS, the
Company desires to grant to Optionee the option to purchase certain
shares of its stock under the terms of the Plan, which option is
not intended to qualify as an incentive stock option within the
meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (hereinafter referred to as an “Incentive Stock
Option”); and
WHEREAS, Optionee
agrees and acknowledges that the grant of said option is valuable
consideration;
NOW, THEREFORE, in
consideration of the premises, and of the mutual agreements
hereinafter set forth, it is covenanted and agreed as
follows:
1. Grant
Subject to Plan . This option is granted under and is expressly
subject to, all the terms and provisions of the Plan, which terms
are incorporated herein by reference. The Compensation Committee
(“Committee”) of the Board of Directors has been
appointed by the Board of Directors, and designated by it, as the
Committee to make grants of options. The Compensation Committee
may, in its discretion, authorize and delegate to the Chief
Executive Officer (“CEO”) of the Company the authority
to grant certain options in accordance with and subject to the
conditions set forth in the Plan; provided, however, that the CEO
shall not grant such options to employees of the Company who are
subject to the reporting requirements of Section 16(a) of the
Securities Exchange Act of 1934, as amended.
2. Grant
and Terms of Option . Pursuant to action of the Committee or
the CEO under delegated authority, the Company hereby grants to
Optionee the option to purchase all or any part of
(___) shares of the Common Stock of the Company, par value of
$0.0001 per share (“Common Stock”) for a period of ten
(10) years from the date hereof, at the purchase price of
$[option price must not be less than 100% of fair market value or
par value] per share; provided, however, that the right to exercise
such option shall be, and is hereby, restricted so that no shares
may be purchased during the first year of the term hereof; that at
any time during the term of this option after the end of the first
year of the term hereof Optionee may purchase up to [one-third]
[20%] of the total number of shares to which this option relates;
that at any time during the term of this option after the end of
the second year of the term hereof Optionee may purchase up to an
additional [one-third] [20%] of the total number of shares
to
which this
option relates; [that at any time during the term of this option
after the end of the third year of the term hereof Optionee may
purchase up to an additional 20% of the total number of shares to
which this option relates; that at any time during the term of this
option after the end of the fourth year of the term hereof Optionee
may purchase up to an additional 20% of the total number of shares
to which this option relates;] and that at any time during the term
of this option after the end of the [third] [fifth] year of the
term hereof Optionee may purchase up to an additional [one-third]
[20%] of the total number of shares to which this option relates;
so that upon expiration of the [third] [fifth] year of the term of
this option, and thereafter during the term hereof, Optionee will
have become eligible to purchase the entire number of shares to
which this option relates. The foregoing right to exercise is
subject to the provisions of Sections 6 and 7 hereof.
Notwithstanding the foregoing, in the event of a Change of Control
(as defined in the Plan) Optionee may purchase 100% of the total
number of shares to which this option relates. In no event may this
option or any part thereof be exercised after the expiration of ten
(10) years from the date hereof. The purchase price of the
shares subject to the option must be in cash. The Optionee is
required to pay any applicable amounts to the Company in cash for
federal and state taxes or otherwise in satisfaction of withholding
obligations in accordance with Paragraph 7 of the
Plan.
3.
Anti-Dilution Provisions . In the event that, during the
term of this Agreement, there is any change in the number of shares
of outstanding Common Stock by reason of stock dividends,
recapitalizations, mergers, consolidations, split-offs, split-ups,
combinations or exchanges of shares and the like, the number of
shares covered by this option agreement and the price thereof shall
be appropriately adjusted, as determined by the Committee in its
discretion, which determination shall be conclusive.
4.
Investment Purpose . If the shares subject to the Plan are
not registered under the Securities Act of 1933, Optionee
acknowledges that a restrictive legend, in substantially the
following form, will be printed on the certificates representing
the shares acquired by Optionee on exercise of all or any part of
this option:
“The
shares represented by this certificate have not been registered
under the Securities Act of 1933, but have been issued or
transferred to the registered owner pursuant to the exemption
afforded by Section 4(2) of said Act. No transfer or
assignment of
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