Exhibit 10.14
NONSTATUTORY STOCK OPTION AGREEMENT
THIS AGREEMENT is made this, the 26th day of October, 1995, by
and between PLUMA, INC., a North Carolina corporation (hereinafter called the
"Company"), and ____________________________, (hereinafter called
"______________").
WHEREAS, the __________________ has rendered valuable service
and advice to the Company, and the Company desires to xxxxxx his continued
loyalty to the Company; and
WHEREAS, the Company considers it desirable and in its best
interests that the ____________________ be given an inducement to acquire and/or
to increase his proprietary interest in the Company in the form of options to
purchase common shares of the Company; and
WHEREAS, the stock option granted hereunder is granted
pursuant to the terms of the Pluma, Inc. Stock Option Plan, dated October 26,
1995, and is to be a Nonstatutory Stock Option.
NOW, THEREFORE, in consideration of the premises, it is agreed
as follows:
1. Grant of Option. The Company grants to the
_________________ the right and option to purchase from it, on the terms and
conditions following, all or any part of an aggregate of 10,000 shares of the
authorized, issued and outstanding $1 par value common shares of the Company.
The purchase price shall be $19.25 per share, which is the fair market value per
share in the Company's $1 par value common shares on the date of this Agreement.
The _________________ is hereby granted the option to purchase shares of common
stock in the company at the times and for the number of shares indicated as
follows: (a) on October 25, 1996, the _______________________ is granted the
option to purchase 2,000 shares; (b) on October 25, 1997, the
_______________________ is granted the option to purchase an additional 2,000
shares; (c) on October 25, 1998, the ____________________ is granted the option
to purchase an additional 2,000 shares; (d) on October 25, 1999, the
_______________________ is granted the option to purchase an additional 2,000
shares; and (e) on October 25, 2000, the ______________________ is granted the
option to purchase an additional 2,000 shares.
2. Time of Exercise of Option. All granted options must be
exercised, if at all, by the ___________________________ on or before October
25, 2005.
3. Method of Exercise. The option shall be exercised by
written notice directed to the Company at its principal place of business,
accompanied by check in payment of the option price for the number of shares
specified and paid for. The Company shall make immediate delivery of such
shares, provided that if any law or regulation requires the
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Company to take any action with respect to the shares specified in such notice
before the issuance thereof, then the date of delivery of such shares shall be
extended for the period necessary to take such action.
4. Termination of Option. Except as otherwise stated in this
Agreement, the option, to the extent not previously exercised, shall terminate
as provided below:
(a) If the _____________________'s contractual relationship
with the Company terminates by reason of his death, the stock option
may thereafter be exercised, to the extent exercisable at the date of
death, by the legal representative or legatee of the
______________________, for a period of three (3) months from the date
of the Independent Contractor's death, or until the expiration of the
stated term of the option, if earlier.
(b) Any stock option held by the ________________________,
whose contractual relationship with the Company is terminated by reason
of disability (as such term is defined in the Pluma, Inc. 1995 Stock
Option Plan) may thereafter be exercised, to the extent it was
exercisable at the time of such termination, for a period of three (3)
months from the date of such termination, or until the expiration of
the stated term of the option, if earlier.
(c) If the ________________________'s contractual relationship
with the Company has been terminated for cause (as defined in the
Company's 1995 Stock Option Plan), any stock option held by such
________________________ shall immediately terminate and be of no
further force and effect; provided, however, the Company, acting
through the appropriate committee of its Board of Directors, may, in
its sole discretion, provide that such stock option can be exercised
for a period of up to thirty (30) days from the date of termination of
employment or until the expiration of the stated term of the option, if
earlier.
(d) If the __________________________'s contractual
relationship with the Company terminates for any reason other than
Death, Disability or for Cause, any stock option held by the
________________________ may thereafter be exercised, to the extent it
was exercisable on the date of termination for three (3) months from
the date of termination or until the expiration of the stated term of
the option, if earlier.
5. Limitation Upon Transfer.
During the lifetime of the ______________________, this option
and all rights granted in this Agreement shall be exercisable only by
the ________________________, and except as paragraph 4 otherwise
provides, this
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option and all rights granted under this contract shall not be
transferred, assigned, pledged, or hypothecated in any way (whether by
operation of law or otherwise), other than by will or the laws of
descent and distribution of the state of residence of
_________________________, or pursuant to a qualified domestic
relations order as defined by the Internal Revenue Code of 1986, as
amended, 00 Xxxxxx Xxxxxx Code ss. 1, et seq., or Title I of the
Employee Retirement Income Security Act or the rules thereunder.
Furthermore, this option shall not be subject to execution, attachment,
or similar process. Upon any attempt to transfer, assign, pledge,
hypothecate, or otherwise dispose of such option or of such rights
contrary to the provisions in this Agreement, or upon the levy of any
attachment or similar process upon such option or such rights, such
option and such rights shall immediately become null and void.
6. Reclassification, Consolidation, or Merger. If and to the
extent that the number of issued common shares of the Company shall be increased
or reduced by a change in par value, split-up, reclassification, distribution of
a dividend payable in shares, or the like, the number of shares subject to
option and the option price for them shall be proportionately adjusted. If the
Company is reorganized or consolidated or merged with another corporation, the
_____________________ shall be entitled to receive options covering shares of
such reorganized, consolidated, or merged company in the same proportion, at an
equivalent price, and subject to the same conditions. For purposes of the
preceding sentence, the excess of the aggregate fair market value of the shares
subject to the option immediately after the reorganization, consolidation, or
merger over the aggregate option price of such shares shall not be more than the
excess of the aggregate fair market value of all shares subject to the option
immediately before such reorganization, consolidation, or merger over the
aggregate option price of such shares. The new option or assumption of the old
option shall not give the _____________________________ additional benefits
which he did not have under the old option.
7. Rights Prior to Exercise of Option. The option is
nontransferable by the _______________________________, except as herein
otherwise provided in paragraph 4 (a) hereof, and during his lifetime is
exercisable only by him, and the ___________________________ shall have no
rights as a shareholder in the option shares until payment of the option price
and delivery to him of such shares as herein provided.
8. Approval by Shareholders. The granting of the option is
being made pursuant to a plan adopted by the Board of Directors of the Company
on October 26, 1995, which includes the aggregate number of 132,000 common
shares of the Company which may be issued as nonstatutory stock options, and
which specifies that the ____________________________ is a member of the class
of employees eligible to receive such options. Such plan was approved by the
shareholders of the Company on October 26, 1995. The Company will submit this
Agreement for approval to the shareholders at the earliest practical date.
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9. Notices. Any notice to be given under the terms of this
Agreement shall be addressed to the Company in care of its Secretary at Pluma,
Inc., 000 X. Xxxxxxxxxx Xxxx, Xxxx, XX 00000, or at such other address as either
party may hereafter designate in writing to the other. Any such notice shall be
deemed duly given when enclosed in a properly sealed envelope or wrapper
addressed as herein required certified and deposited (postage and certification
fee prepaid) in a post office or branch post office regularly maintained by the
United States Government.
10. Binding Effect. This Agreement shall be binding upon the
heirs, executors, administrators, and successors of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have caused this
Agreement to be executed the day and year first above written.
PLUMA, INC.
[CORPORATE SEAL] By: ______________________________
___________ President
ATTEST:
---------------------------------
__________ Secretary
___________________________(SEAL)
__________________________________
__________________________________
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