EMPLOYEE AWARD AGREEMENT
NON QUALIFIED OPTIONS
PURSUANT TO
THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN
This Award Agreement (the "Agreement") is made this ___ day of ________,
199_, between THE BOMBAY COMPANY, INC., a Delaware Corporation (the "Company"),
and _____________, an employee of the Company or one of its subsidiaries (the
"Employee").
WHEREAS, the Company desires to carry out the purposes of The Bombay
Company, Inc. 1996 Long Term Incentive Stock Plan (the "Plan") by affording
Employee the opportunity to purchase shares of the Company's $1.00 par value
common stock (the "Shares").
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth for other good and valuable consideration, the parties hereto agree as
follows:
1. Grant of Award. The Company hereby grants to Employee the right and
option (the "Option") to purchase an aggregate of _______ shares of the
Company's Shares, such Shares being subject to adjustment as provided in
paragraph 8 hereof, and on the terms and conditions herein set forth. The
Shares granted pursuant to this Option (the "Option Shares") are granted as a
non-qualified option.
2. Purchase Price. The purchase price of the Option Shares shall be
$________ per Share, such purchase price being 100% of the fair market value of
such Shares on the date first appearing above (the "Date of the Grant").
3. Exercise of Award. Unless expired as provided in paragraph 5 below,
and subject to the special provisions of paragraph 6 below, the Award for Option
Shares may be exercised from time to time in whole or in part for not more than
33% of the entire number of Option Shares at any time after the first
anniversary of the Date of Grant, and an additional 33% of the total Option
Shares on, or after each of the two (2) succeeding anniversaries of the Date of
Grant.
4. Manner of Exercise; Payment of Purchase Price.
A. Subject to the terms and conditions of this Agreement, the Award
shall be exercised by written notice to the Company at its principal office.
Such notice shall state the election to exercise the Award and shall specify the
number of Option Shares sought to be exercised pursuant to the notice. Such
notice of exercise shall be signed by Employee and shall be irrevocable when
given.
B. The notice of exercise shall be accompanied by the full payment
of the purchase price for the Option Shares in cash by certified check or bank
cashiers check or through satisfactory arrangements for payment by a broker
representing the Employee in the sale of some or all of the Option Shares.
Subject to approval of an authorized Committee of the Board of Directors (the
"Committee"), payment of the purchase price may be accomplished by the surrender
of stock certificates representing Shares having an aggregate fair market value
on the date of exercise equal to the purchase price of the Option Shares, or by
a combination of cash and Shares.
C. Upon receipt of the purchase price, and subject to the terms of
paragraph 11, a certificate representing the Option Shares exercised shall be
registered in the name of the person or persons so exercising the Award. In the
event the Award shall be exercised pursuant to paragraph 7, by any person or
persons other than the Employee, such notice shall be accompanied by appropriate
proof satisfactory to the Company of the right of such person or persons to
exercise the Award. All Shares issued as a result of an exercise of an Award as
provided herein shall be fully paid and non-assessable.
D. The payment of witholding tax liability by Employee shall be a
condition precedent to the Company's obligation to issue any certificates for
Shares resulting from an exercise of an Award.
5. Exercise and Expiration of Award. This Award, if not exercised, shall
expire and become null and void upon the expiration of three (3) months after
Employee ceases to be employed by the Company or any of its subsidiaries unless
such termination shall have been for cause, as determined by the Committee, in
which event the Award shall be null and void as of the date of such termination.
Notwithstanding the above, if Employee retires from the Company or any of its
subsidiaries (as determined by the Committee in its sole discretion), the Award
may, at the Committee's discretion remain exercisable for a period not to exceed
36 months following such retirement. In the event of Employee's death or
permanent disability, the Award shall be exercisable for a period of 12 months
following such death or disability. Notwithstanding the above, the Award shall,
without exception, become null and void once a period of 10 years shall have
lapsed since the Date of Grant. Except as provided in paragraph 6 below, only
those portions of this Award vested as of the date of termination of Employee's
employment may be exercised.
6. Acceleration of Exercise Dates. Notwithstanding the provisions of
paragraph 3 above relating to the vesting of this Award in installments, the
Committee may, in its discretion, permit this Award to be immediately
exercisable, until the expiration date provided in paragraph 5 above, for the
entire number of Option Shares covered hereby upon the retirement of Employee or
any Change in Control of the Company (as defined in the Plan).
7. Award Nontransferable. Unless permitted by law regulation and
approved by the Committee, the Award and any right related there to shall not be
transferable by Employee otherwise than by will or by the laws of descent and
distribution and may be exercised during Employee's lifetime, only by Employee.
Upon the death of employee, the award may be exercised by Employee's executor,
administrator, legatee or distributee, as the case may be.
8. Adjustments of Shares Subject to Award. If any Shares shall at any
time be changed or exchanged by reason of reorganization, merger, consolidation,
recapitalization, reclassification, stock split, combination of shares or a
dividend payable in stock, then the aggregate number of Option Shares subject to
this Agreement and the purchase price of such Option Shares shall be
automatically adjusted such that Employee's proportionate interest shall be
maintained as before the occurrence of such event. The determination of any
such adjustment by the Committee shall be final, binding and conclusive.
9. No Contract. This Agreement does not constitute a contract for
employment and shall not affect the right of the Company to terminate
Employee's employment for any reason whatsoever.
10. Rights as Shareholder. This Award shall not entitle Employee or
any permitted transferee to any rights of a shareholder of the Company or to
any notice of proceedings of the Company with respect to any Option Shares
issuable upon exercise of this Award unless and until the Award has been
exercised for such Shares.
11. Restriction on Issuance of Shares. The Company shall not be
required to issue or deliver any certificates for Shares purchased upon the
exercise of an Award prior to the obtaining of any approval from any
governmental agency which the Company shall, in its sole discretion, determine
to be necessary or advisable, and the completion of any registration or other
qualification of such Shares under any state or federal law or ruling or
regulations of any governmental body which the Company shall, in its sole
discretion, determine to be necessary or advisable. In addition, if shares
reserved for issuance upon exercise of Awards shall not then be registered under
the Securities Act of 1933 the Company may, upon Employee's exercise of an
Award, require Employee or his permitted transferee to represent in writing that
the Shares being acquired are for investment and not with a view to
distribution, and may mark the certificate for the Shares with a legend
restricting transfer and may issue stop transfer orders relating to such
certificate to the transfer agent.
12. Lapse of Award. The Agreement shall be null and void in the event
Employee shall fail to sign and return a counterpart hereof to the Company
within thirty (30) days of its delivery to Employee.
13. Binding Effect. This Agreement shall be binding upon this heirs,
executors, administrators, and successors of the parties hereto.
14. Governing Instrument and Law. This Award and any Shares issued
hereunder shall in all respects be governed by the terms and provisions of the
Plan, and by the laws of the State of Texas, and in the event of a conflict
between the terms of this Agreement and the terms of the Plan, the terms of the
Plan shall control.
THE BOMBAY COMPANY, INC.
By: _____________________________
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chairman of the Board & CEO
Accepted and Agreed:
____________________________ Date: ___________________________
Name
