COMBINED EMPLOYEE INCENTIVE
STOCK OPTION AND
NON-QUALIFIED STOCK OPTION AGREEMENT
COMBINED
INCENTIVE STOCK OPTION AND NON-QUALIFIED STOCK OPTION AGREEMENT
, dated as of the ___day of ____________, 200_ , by and
between Oakley, Inc., a Washington corporation (the
“Company”), and ________________________ (the
“Optionee”), an employee of the Company.
Pursuant to
the Company’s 1995 Stock Incentive Plan, as amended (the
“Plan”), the Administrator of the Plan (the
“Administrator”) has determined that the Optionee is to
be granted an option (the “Option”) to purchase shares
of the Company’s common stock, on the terms and conditions
set forth herein, and hereby grants such Option. It is intended
that, to the extent permitted by law, the Option constitute an
“incentive stock option” within the meaning of Section
422 of the Internal Revenue Code of 1986, as amended (the
“Code”), and that any remaining portion of the Option
constitutes a “non-qualified” stock option. Any
capitalized terms not defined herein shall have their respective
meanings set forth in the Plan.
1.
Number of Shares and Option Price . The Option entitles the
Optionee to purchase ___ shares of the Company’s
common stock, par value $.01 per share (the “Option
Shares”), at a price (the “Option Price”) of
$___ per share.
2.
Period of Option . The term of the Option and of this Option
Agreement shall commence on the date hereof (the “Date of
Grant”) and shall terminate upon the expiration of ten
(10) years from the Date of Grant. Upon the termination of the
Option, all rights of the Optionee hereunder shall
cease.
3.
Conditions of Exercise . (a) The Option shall become
exercisable as to ___ percent (___%) of the Option Shares on the
first anniversary of the Date of Grant and as to an additional
___percent (___%) on each of the ___, ___and ___anniversaries of
such date (each such exercise date, a “Vesting Date”);
provided that on a Vesting Date the Optionee is, and has
continuously since the Date of Grant of the Option, remained in the
employ of the Company.
(b) Except
as otherwise provided herein, Options may not be exercised unless
the Optionee is then in the employ of the Company, and unless the
Optionee has remained continuously so employed since the Date of
Grant of the Option.
(c) If
the employment of the Optionee terminates for any reason (other
than by reason of death, disability or retirement), all Options
theretofore granted to and then exercisable by such Optionee
(except those that have previously terminated) may be exercised by
the Optionee within three months after the date of such
termination, and will thereafter be forfeited.
(d) If
the Optionee dies while in the employ of the Company or dies within
three months after termination of employment (other than
termination for Cause, as defined in
Section 5
prior to the occurrence of a change in control, as defined in
Section 5), or if the employment of the Optionee terminates by
reason of disability or retirement, all Options theretofore granted
to and then exercisable by such Optionee (except those that have
previously terminated) may be exercised by the Optionee or any
person or persons to whom the Optionee’s rights pass by
reason of death or disability, within one year after the earlier to
occur of the Optionee’s death or disability, and will
thereafter be forfeited.
(e) Notwithstanding
the foregoing, if the employment of the Optionee is terminated for
Cause (as defined in Section 5), prior to the occurrence of a
change in control, all Options then held by such Optionee to the
extent not theretofore exercised, shall terminate on the date of
such termination.
(f) Notwithstanding
anything to the contrary herein, in the event that, within a period
of twelve (12) months following a Change in Control, the
Optionee’s employment with the Company shall be terminated
(i) by the Company for any reason or (ii) by the Optionee
for Good Reason (as defined in Section 5), the Option shall
vest and become exercisable with respect to 100% of the Option
Shares immediately upon such termination of employment.
4.
Adjustment of Option . The number and class of shares
subject to the Option and the Option Price shall be subject to
appropriate adjustment in the event of changes in the capital stock
of the Company by reason of stock dividends, split-ups or
combinations of shares, reclassification, mergers, consolidations,
reorganizations, liquidations or other corporate events, as
provided in the Plan.
(a) For
the purposes of this Agreement, a “Change in Control”
shall be deemed to have occurred if:
(i) any
“person”, as such term is used in Section 13(d) and
14(d) of the Securities Exchange Act of 1934, as amended (the
“Act”) (other than the Company; any trustee or other
fiduciary holding securities under an employee benefit plan of the
Company; Jim Jannard, Mike Parnell, their affiliates, spouses,
widows, lineal descendants and heirs, devisees and donees, and
trusts created by Jim Jannard or Mike Parnell for the benefit of
such persons; or any company owned, directly or indirectly, by all
the shareholders of the Company in substantially the same
proportions as their ownership of the Company’s common stock
(each such person, and “Excluded Person”) is or becomes
after the Date of Grant the “beneficial owner” (as
defined in Rule 13d-3 under the Act), directly or indirectly,
of securities of the Company (not including in the securities
beneficially owned by such p
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