XXXXX MART, INC.
2001 OMNIBUS PLAN
OPTION AWARD AGREEMENT FOR NON-EMPLOYEE DIRECTORS
THIS AGREEMENT is made and entered into as of the date set
forth on the signature page hereof by and between XXXXX MART, INC., a Florida
corporation ("Company"), and the non-employee director of the Company whose
signature is set forth on the signature page hereof (the "Non-Employee
Director").
W I T N E S S E T H
WHEREAS, the Company has adopted the Xxxxx Mart, Inc. 2001
Omnibus Plan ("Plan"), the terms of which, to the extent not stated herein, are
specifically incorporated by reference in this Agreement;
WHEREAS, the purpose of the Plan is to permit Awards under the
Plan to be granted to certain Non-Employee Directors of the Company and its
Affiliates and to further specify the terms and conditions under which such
individuals may receive such Awards;
WHEREAS, the Non-Employee Director is now acting for the
Company in a non-employee director capacity and the Company desires him or her
to remain in such capacity, and to secure or increase his or her ownership of
Shares in order to increase his or her incentive and personal interest in the
success and growth of the Company; and
WHEREAS, defined terms used herein and not otherwise defined
herein shall have the meanings set forth in the Plan.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually covenant
and agree as follows:
1. Option Grant. The Company hereby grants to the Non-
Employee Director an initial Option to purchase from the Company all or any part
of 4,000 Shares in accordance with Section 10.1(a) of the Company's 2001 Omnibus
Plan at the purchase price set forth on the signature page of this Agreement.
2. Nontransferability of Option. Options granted the Non-
Employee Director under the Plan are not transferable other than by will or by
the laws of descent and distribution. The Option may be exercised during the
life of the Non-Employee Director only by the Non-Employee Director (or his/her
legal representative).
3. Exercise of Option. The exercise of Options granted to
Non-Employee Directors is governed in all respects by the terms of the Plan,
Particularly Section 10.1(b) and Section 10.1(c). Except as provided herein, the
Option shall be exercisable only prior to the Expiration Date, and then only as
set forth in the following table:
Cumulative Number
-----------------
of Shares Optioned
------------------
Years From Grant Date Which Is Exercisable
--------------------- --------------------
After 3 Years 1,334
After 4 Years 2,667
After 5 Years 4,000
4. Beneficiary.
(b) (a) The person whose name appears on the signature
page hereof after the caption "Beneficiary" or any successor designated by the
Non-Employee Director in accordance herewith (the person who is the Non-Employee
Director's Beneficiary at the time of his death herein referred to as the
"Beneficiary") shall be entitled to exercise any Option which has been granted,
to the extent it is exercisable, after the death of the Non-Employee Director.
The Non-Employee Director may from time to time revoke or change his Beneficiary
without the consent of any prior Beneficiary by filing a new designation with
the Committee. The last such designation received by the Committee shall be
controlling; provided, however, that no designation, or change or revocation
thereof, shall be effective unless received by the Committee prior to the Non-
Employee Director's death, and in no event shall any designation be effective
as of a date prior to such receipt.
(c) If no such Beneficiary designation is in effect at
the time of a Non-Employee Director's death, or if no designated Beneficiary
survives the Non-Employee Director or if such designation conflicts with law,
the Non-Employee Director's estate shall be entitled to exercise any Option
granted prior to death of the Non-Employee Director, to the extent it is
exercisable, after the death of the Non-Employee Director. If the Committee is
in doubt as to the right of any person to exercise the Option, the Company may
refuse to recognize such exercise, without liability for any interest or
dividends on the Option Stock, until the Committee determines the person
entitled to exercise the Option, or the Company may apply to any court of
appropriate jurisdiction and such application shall be a complete discharge of
the liability of the Company therefor.
5. No Rights As Stockholder. The Non-Employee Director
shall have no rights as a holder of the Option Stock until the issuance of a
certificate for the Option Stock.
6. Adjustments in Event of Change in Shares. Section 4.3
of the Plan shall govern adjustments in the event of a change in Shares.
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7. Miscellaneous. (a) This Agreement shall be governed
and construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed therein between residents thereof.
(b) This Agreement may not be amended or modified
except by the written consent of the parties hereto.
(c) The captions of this Agreement are inserted for
convenience of reference only and shall not be taken into account in construing
this Agreement.
(d) Any notice, filing or delivery hereunder or with
respect to Option Stock shall be given to the Non-Employee Director at either
his usual work location or his home address as indicated in the records of the
Company, and shall be given to the Committee or the Company at 0000 Xxxxxxxxxx
Xxxxxxxxx, Xxxxxxxxxxxx, Xxxxxxx 00000, Attention Corporate Secretary. All such
notices shall be given by first class mail, postage prepaid, or by personal
delivery.
This Agreement shall be binding upon and inure to the benefit
of the Company and its successors and assigns and shall be binding upon and
inure to the personal benefit of the Non-Employee Director, the Beneficiary and
the personal representative(s) and heirs of the Non-Employee Director.
IN WITNESS WHEREOF, the Company has caused this instrument to
be executed by its duly authorized officer, and the Non-Employee Director has
hereunto affixed his hand, all on the day and year set forth below.
XXXXX MART, INC.
By:______________________________________
Its:__________________________________
_________________________________________
Non-Employee Director [Signature]
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Name:____________________________________
No. of Shares of Option Stock:___________
Purchase Price Per Share:________________
Date of Agreement:_______________________
Grant Date:______________________________
Exercise Date:___________________________
Expiration Date:_________________________
PLEASE PRINT BENEFICIARY INFORMATION
Beneficiary:_____________________________
Address of Beneficiary:
_________________________________________
_________________________________________
Beneficiary Tax Identification No. or
Social Security No.:
_________________________________________
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