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Exhibit 10.45
STOCK OPTION AGREEMENT
This Stock Option Agreement (this "AGREEMENT") is entered into as of May 9,
2000 by and between Reebok International Ltd., a Massachusetts corporation (the
"COMPANY"), and Xxxx X. Fireman (the "EXECUTIVE").
1. CERTAIN DEFINITIONS. As used in this Agreement, the following terms shall
have the following meanings:
(1) "ACQUIRING PERSON" shall mean, with respect to any Transaction, each
Person who is a party to or a participant in such Transaction or who,
as a result of such Transaction, would (together with other Persons
acting in concert) own a majority of the Company's outstanding Common
Stock; PROVIDED, HOWEVER, that none of the Company, any wholly-owned
subsidiary of the Company, any employee benefit plan of the Company or
any trustee in respect thereof acting in such capacity shall, for
purposes of this Section, be deemed an "Acquiring Person".
(2) "ACT" shall mean the Securities and Exchange Act of 1934, as amended.
(3) "AFFILIATE", with respect to any Person, shall mean any other Person
who is, or would be deemed to be, an "affiliate" or an "associate" of
such Person within the respective meanings ascribed to such terms in
Rule 12b-2 of the General Rules and Regulations under the Act.
(4) "BOARD OF DIRECTORS" shall mean the board of directors of the Company.
(5) "CAUSE" shall mean any one or more of the following:
(1) the Executive's admission or conviction of a felony or of
any crime involving moral turpitude, fraud, embezzlement,
theft or misrepresentation; and
(2) any gross or willful misconduct of the Executive resulting
in substantial loss to the Company or substantial damage to
the Company's reputation.
(6) "CHANGE OF CONTROL" will occur for purposes of this Agreement if (i)
any Person who does not currently own directly or indirectly 10% or
more of the combined voting power of the Company's outstanding
securities becomes the "beneficial owner" (as defined in Rule 13d-3
under the Act) of securities of the Company representing more than 30%
(or, if higher, the aggregate percentage of the combined voting power
of the Company's then-outstanding securities held by or
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for the benefit of the Executive and his family) of the combined
voting power of the Company's then-outstanding securities, (ii) there
is a change of control of the Company of a kind which would be
required to be reported under Item 6(e) of Schedule 14A of Regulation
14A promulgated under the Act (or a similar item in a similar schedule
or form), whether or not the Company is then subject to such reporting
requirement, (iii) the Company is a party to a merger, consolidation,
sale of assets or other reorganization, or a proxy contest, as a
consequence of which members of the Board of Directors in office
immediately prior to such transaction or event constitute less than a
majority of the Board of Directors thereafter, or (iv) the Continuing
Directors cease for any reason to constitute a majority thereof.
(7) "CODE" shall mean the Internal Revenue Code of 1986, as amended.
(8) "CONTINUING DIRECTOR" shall mean any director of the Company who (i)
is not an Acquiring Person or an Affiliate of an Acquiring Person and
(ii) either was (A) a member of the Board of Directors of the Company
on the date hereof or (B) nominated for his or her initial term of
office by a majority of the Continuing Directors in office at the time
of such nomination.
(9) "EXERCISE PERIOD" shall mean the period of time beginning on the first
business day of the first taxable year in which the Executive does not
constitute a "covered employee" (subject to the proviso of the first
sentence of Section 3) and ending on the third anniversary of the date
on which the Executive no longer has a material affiliation with the
Company as a director, an officer or a consultant; PROVIDED, HOWEVER,
that the Option shall no longer be exercisable after the tenth
anniversary hereof.
(10) "LEGAL REPRESENTATIVE" shall mean the Executive's executor or
administrator or the Person or Persons to whom the Option is
transferred by will or the applicable laws of descent and
distribution, or the Person or Persons appointed to legally represent
the Executive if he is incapacitated.
(11) "OPTION TERMS" shall mean the Exercise Prices, the maximum number of
Shares that the Executive may purchase pursuant to the terms of the
Option, and the other terms and conditions of the Option.
(12) "PERSON" shall mean a corporation, association, partnership, joint
venture, trust, organization, business, individual or government or
any governmental agency or political subdivision thereof.
(13) Each of the following terms is identified in the Section set forth
opposite such term:
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Term Section
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Agreement.........................................Preamble
Common Stock.............................................2
Company...........................................Preamble
Executive.........................................Preamble
Exercise Prices..........................................2
162(m) Restriction.......................................3
Option...................................................2
Shares...................................................2
Transaction..............................................8
2. GRANT OF OPTION.
The Company hereby grants to the Executive an option (the "OPTION") to
purchase, exercisable in whole or in part, on the terms herein provided, a total
of One Million (1,000,000) shares (the "SHARES") of Common Stock, par value $.01
per Share, of the Company (the "COMMON STOCK") at the per Share price indicated
below (the "EXERCISE PRICES"). It is intended that the Option shall be a
non-statutory option.
The Option shall vest, subject to the terms and conditions of this
Agreement, in the following installments:
333,333 Shares at $17.375 per Share on and after May 9, 2001;
333,333 Shares at $17.375 per Share on and after May 9, 2002; and
333,334 Shares at $17.375 per Share on and after May 9, 2003;
PROVIDED, HOWEVER, that the Option shall immediately vest, subject to the terms
and conditions of this Agreement, on the date on which (i) the Executive ceases
for any reason (other than for cause) to be Chief Executive Officer of the
Company or (ii) there occurs a Change of Control.
3. DURATION OF OPTION.
The Option shall not be exercisable during any taxable year in which the
Executive constitutes a "covered employee" for purposes of Code Section 162(m),
or any successor Code Section related to excessive employee remuneration (the
"162(M) RESTRICTION"); PROVIDED, HOWEVER, that the 162(m) Restriction shall no
longer apply if any statute, any Treasury regulation or any court order or other
decision binding on the Company amends or modifies the scope of the definition
of "covered employee" to a material extent such that such definition includes a
broad employee base of the Company, including "rank and file" employees,
directors or consultants. The Executive may exercise the Option at any time
during the Exercise Period, so long as:
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(1) the employment of the Executive is not terminated for Cause which, in
the opinion of the Board of Directors, casts such discredit on the
Executive as to justify termination of the Option;
(2) the Executive makes himself available to the Company upon the
reasonable request of the Company for consulting or director services,
regardless of whether he actually renders any of such services; and
(3) the Executive does not compete with the Company or any of its
subsidiaries or Affiliates, either directly or indirectly, as a
principal stockholder (other than the owner of less than five percent
(5%) of the equity of any publicly traded issuer), partner, director,
officer, employee, consultant, agent, or otherwise;
PROVIDED, HOWEVER that if the requirement set forth in clause (b) above ceases
to be accurate:
(1) by reason of the Executive's death, then the Option shall become
exercisable by his Legal Representative, at any time or times
during the Exercise Period; or
(2) by reason of the Executive's disability, then the Option shall
continue to be exercisable for the duration of the Exercise
Period.
If any of clauses (a), (b) or (c) above ceases to accurate and if the
Executive fails to cure such inaccuracy within a period of time found to be
reasonable by the Company, the Option shall terminate and cease to be
exercisable after the date that is the earlier of (x) three months after such
conditions(s) cease to be satisfied and (y) the end of the Exercise Period.
After completion of the Exercise Period, the Option shall terminate to the
extent not previously exercised, expired or terminated.
4. EXERCISE OF OPTION.
Each election to exercise the Option shall be in writing and in
substantially the form of EXHIBIT A, signed by the Executive or the Legal
Representative, as the case may be, and received by the Company at it principal
office, accompanied by payment in full. The purchase price may be paid by
delivery of: (a) cash, certified check, bank draft or money order; (b) shares of
Common Stock having a fair market value on the last business day preceding the
date of exercise equal to the purchase price, PROVIDED that payment in the form
of such shares does not have tax consequences for the Company which are more
adverse than the tax consequences of its receiving payment in another form
described in clause (a) above; or (c) by a combination of any of the foregoing.
In the event that the Option is exercised by the Legal Representative, the
Company shall be under no obligation to deliver Shares hereunder unless and
until the Company is satisfied as to the authority of the person or persons
exercising the Option.
5. WITHHOLDING.
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No Shares will be transferred pursuant to the exercise of the Option unless
and until the Person exercising the Option remits to the Company an amount
sufficient to satisfy any federal, state or local withholding tax requirements,
or makes other arrangements satisfactory to the Company with regard to such
taxes.
6. NONTRANSFERABILITY OF OPTION.
Except as specifically noted below in this paragraph, the Option is not
transferable by the Executive other than by will or the laws of descent and
distribution, and is exercisable during the Executive's lifetime only by the
Executive. If the Executive is incapacitated, however, the Legal Representative
of the Executive may exercise the Option provided that the Company is satisfied
as to the authority of such Legal Representative. Notwithstanding all of the
foregoing, the Company will permit the transfer of the Option by the Executive
through a gift to any or all of the following: any child, stepchild, grandchild,
parent, stepparent, mother-in-law, father-in-law or spouse of the Executive; any
trust in which these persons have more than fifty percent (50%) beneficial
interest; or a foundation in which these persons (or the Executive) control the
management of assets. The Company will also permit the retransfer of the Option
by any of these permitted transferees back to the Executive.
7. SHARES SUBJECT TO THE OPTION.
(1) SHARES TO BE DELIVERED. Shares delivered upon the exercise of the
Option shall be authorized but unissued Shares or, if the Board of
Directors so decides in its sole discretion, previously issued Shares
acquired by the Company and held in treasury. No fractional Shares
shall be delivered pursuant to the exercise of the Option.
(2) CHANGES IN THE SHARES. In the event of a stock dividend, stock split
or combination of shares, recapitalization or other change in the
Company's capital stock, any Option Term may be appropriately adjusted
by the Board of Directors, whose determination shall be binding on the
Executive. The Board of Directors may also adjust any Option Term to
take into consideration material changes in accounting practices or
principles, consolidations or mergers, acquisitions or dispositions of
stock or property or any other event if it is determined by the Board
of Directors that such adjustment is appropriate to avoid distortion
in the Option Terms.
8. MERGERS, ETC.
In the event of any merger or consolidation involving the Company, any sale
of substantially all of the Company's assets or any other transaction or series
of related transactions as a result of which a single Person or several Persons
acting in concert own a majority of the Company's then outstanding capital stock
(such merger, consolidation, sale or other transaction being hereinafter
referred to as a "TRANSACTION"), the Option shall become exercisable
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immediately prior to the consummation of the Transaction. Upon consummation of
the Transaction, the Option, if it remains outstanding, shall terminate and
cease to be exercisable. There shall be excluded from the foregoing any
Transaction as a result of which (i) the holders of shares of Common Stock prior
to the Transaction retain, or acquire securities constituting, a majority of the
outstanding voting common stock of the acquiring or surviving corporation or
other entity and (ii) no single Person owns more than half of the outstanding
voting common stock of the acquiring or surviving corporation or other entity.
For purposes of this Section, voting common stock of the acquiring or surviving
corporation or other entity that is issuable upon conversion of convertible
securities or upon exercise of warrants or options shall be considered
outstanding, and all securities that vote in the election of directors (other
than solely as the result of a default in the making of any dividend or other
payment) shall be deemed to constitute that number of shares of voting common
stock which is equivalent to the number of such votes that may be cast by the
holders of such securities.
In lieu of the foregoing, if there is an acquiring or surviving corporation
or entity, the Board of Directors may, by vote of a majority of the members of
the Board of Directors who are Continuing Directors, arrange to have such
acquiring or surviving corporation or entity or an Affiliate thereof grant to
the Executive a replacement option.
9. EMPLOYMENT RIGHTS
The grant of the Option shall confer upon the Executive any right to
continued employment with the Company or any parent or subsidiary or affect in
any way the right of the Company or parent or subsidiary to terminate the
employment of the Executive. Except as specifically provided by the Board of
Directors in any particular case, the loss of existing or potential profit in
the Option shall not constitute an element of damages in the event of
termination of the employment of the Executive even if the termination is in
violation of an obligation of the Company to the Executive by contract or
otherwise.
10. DELEGATION TO COMMITTEE.
The Board of Directors may delegate, in its discretion, its duties
hereunder to the Compensation Committee or any other committee of directors, and
any determination pursuant this Agreement by such committee shall be binding on
the Executive.
11. RIGHTS AS A STOCKHOLDER.
This Option shall not give the Executive rights as a stockholder of the
Company.
12. CONDITIONS ON DELIVERY OF STOCK.
The Company will not be obligated to deliver any Shares pursuant to this
Option until: (a) in the opinion of the Company's counsel, regulations have been
complied with, and (b) all other legal matters in connection with the issuance
and delivery of such Shares have been approved by the Company's counsel.
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13. GOVERNING LAW.
This Agreement shall be governed by and construed in accordance with the
laws of The Commonwealth of Massachusetts without regard to the conflicts of law
provisions thereof.
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IN WITNESS WHEREOF, the Company has caused this Stock Option Agreement to
be executed under its corporate seal by its duly authorized officer. The
Executive's signature on a counterpart of this Stock Option Agreement
constitutes his agreement to the foregoing. This Option shall take effect as a
sealed instrument.
REEBOK INTERNATIONAL LTD.
By: /s/ Xxxxx X. Xxxx
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Title: Vice President and General Counsel
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AGREED TO:
/s/ Xxxx X. Fireman
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XXXX X. FIREMAN
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EXHIBIT A TO STOCK OPTION AGREEMENT
FORM OF NOTICE OF ELECTION
To: REEBOK INTERNATIONAL LTD.
The undersigned holder of the Option issued pursuant to the Stock Option
Agreement dated as of May 9, 2000 hereby irrevocably exercises such Option for,
and purchases thereunder, _______________ shares of the Common Stock of Reebok
International Ltd. and herewith makes payment of $_______ therefor, and requests
that the certificates for such shares be issued in the name of, and delivered
to, the undersigned at the address set forth below.
Dated: __________________ _________________________________
XXXX X. FIREMAN
_________________________________
(Street Address)
_________________________________
(City) (State) (Zip Code)
