EXHIBIT 99.2
STOCK OPTION AGREEMENT
XXXXX'X FASHIONS CORPORATION
(Non-Qualified Stock Option)
Name of Director: Xxxxx X. Xxxx, Xx.
Date of Grant: July 17, 1997
Number of Shares: 15,000
Exercise Price Per Share: $8.75
This STOCK OPTION AGREEMENT (the "Agreement") made as of
July 17, 1997 between Xxxxx'x Fashions Corporation (the "Company") and the
above-named individual, a non-employee director of the Company (the "Director"),
to record the granting of an option.
1. GRANT OF OPTION: The Company has granted to the
Director, subject to the terms and conditions of this Agreement, the option to
purchase from the Company an aggregate of 15,000 shares of Common Stock ($.01
par value) of the Company at the purchase price of $8.75 per share, such option
to be exercisable as hereinafter provided.
2. EXPIRATION DATE: This option shall expire on July 17,
2007 (the "Expiration Date").
3. EXERCISE OF OPTION:
a. Subject to Section 8 hereof, this option shall become
exercisable with respect to 33-1/3% of the shares of Common Stock
subject hereto on the first anniversary date of the grant of this
option July 17, 1998, and with respect to an additional 33-1/3% of such
shares on each of the second and third anniversary dates of the grant
of this option.
b. This option may be partially exercised from time to
time. This option may not be exercised after the Expiration Date.
c. Notwithstanding the foregoing, this option shall not be
exercisable for a fractional share of stock.
d. Any exercise of this option shall be made in writing
duly executed and delivered to the Company specifying the number of
shares as to which the option is being
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exercised in the form of the Subscription Form for Exercise
attached hereto. Schedule I of this Agreement shall be made
available to the Company at the time of exercise for notation of
any partial exercise.
4. PAYMENT OF OPTION PRICE:
a. On the date of any exercise of this option, the purchase
price of the shares as to which this option is being exercised shall be
due and payable and shall be made in cash or by check or by delivery of
shares of Common Stock of the Company registered in the name of the
Director, duly assigned to the Company with respect to the assignment
guaranteed by a bank, trust company or member firm of the New York
Stock Exchange, and with all necessary transfer tax stamps affixed, or
by a combination of the foregoing, any such shares so delivered to be
deemed to have a value per share equal to the fair market value of the
shares on such date, as determined by the Company's Board of Directors.
b. At the time of any exercise of this option, the Director
shall pay to the Company or make arrangements satisfactory to the
Company regarding payment of any federal, state or local taxes of any
kind required by law to be withheld upon the exercise of an option.
5. OPTION NONTRANSFERABLE: This option is not transferable
otherwise than by will or the laws of descent and distribution and is
exercisable during the Director's lifetime only by the Director or his guardian
or legal representative.
6. RIGHTS AS A SHAREHOLDER: The Director shall have no
rights as a shareholder with respect to any of the shares covered by this option
until the date of issuance to the Director of a stock certificate for such
shares, and no adjustment shall be made for any dividends or other rights the
record date of which is prior to the date such stock certificate is issued.
7. GENERAL RESTRICTIONS:
a. At the time of any exercise of this option, the Director
shall furnish the Company with a representation that he is acquiring
the shares issued upon such exercise as an investment and not with a
view to, or for sale in connection with, the distribution of any such
shares; provided, however, that such representation need not be
furnished in the event the shares issued upon such exercise are
registered with the Securities and Exchange Commission under the
Securities Act of 1933, as amended.
b. The Company will not be obligated to issue shares of
Common Stock covered by this option if counsel to the Company
determined that such issuance would violate any law or regulation of
any governmental authority or any agreement between the Company and the
National Association of Securities Dealers ("NASD") or any national
securities exchange upon which the Common Stock is then quoted or
listed. In connection with any issuance or transfer, the person
acquiring the shares shall, if requested by the Company, give
assurances satisfactory to counsel to the Company regarding such
matters as the Company may deem desirable to assure compliance with all
legal requirements. This option shall be subject to the
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requirement that if at any time the Board of Directors of the Company
shall determine, in its discretion, that the listing, registration or
qualification of the shares subject to this option upon NASDAQ, any
securities exchange or under any state or federal law, or that the
consent or approval of any government regulatory body, is necessary or
desirable as a condition of, or in connection with, this option or the
issue or purchase of shares under this option, this option shall be
subject to the condition that such listing, registration,
qualification, consent or approval shall have been effected or
obtained free of any conditions not acceptable to the Board of
Directors of the Company.
c. Certificates evidencing shares of Common Stock issued
pursuant to this Agreement shall bear such legend describing
restrictions on transfer hereof as the Company's counsel shall deem
necessary and appropriate until such time the Company's counsel
determines that such legend is no longer necessary or appropriate.
8. TERMINATION:
a. Except as provided in this Section 8(a) and Section 8(b)
hereof, an option may not be exercised by a Director unless such
Director is then serving as a member of the Board of Directors. In the
event that the service of a Director as a member of the Board of
Directors shall terminate (other than by reason of death or
Disability), all options of such Director that are exercisable at the
time of such termination of services as a member of the Board of
Directors may, unless earlier terminated in accordance with their
terms, be exercised within ninety (90) days after the date of such
termination of service as a member of the Board of Directors.
b. If a Director shall die while serving as a member of the
Board of Directors, or within ninety (90) days after the date of such
Director's termination of service as a member of the Board of
Directors, or if such Director's termination of service as a member of
the Board of Directors shall be due to Disability, all options
theretofore granted to such Director (to the extent otherwise
exercisable) may, unless earlier terminated in accordance with their
terms, be exercised by such Director or by such Director's estate or by
a person who acquired the right to exercise such options by bequest or
inheritance or otherwise by reason of death or disability of such
Director, at any time within one year after the date of death or
disability of such Director. In the event that an option granted
hereunder shall be exercised by the legal representatives of a deceased
or former Director written notice of such exercise shall be accompanied
by a certified copy of letters testamentary or equivalent proof of the
right of such legal representative to exercise such option.
9. ADJUSTMENT OF SHARES:
a. If there is any change in the number of issued and
outstanding shares of Common Stock of the Company through the
declaration of extraordinary dividends, stock dividends,
recapitalization, stock splits, or combinations or exchanges of such
shares, or other similar transactions, the number of shares of Common
Stock available for awards under the Plan, the number of such shares
covered by this option, and the price per share of outstanding options
shall be adjusted accordingly by the Company to reflect such change in
the number
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of issued and outstanding shares of Common Stock; provided, however,
that any fractional shares resulting from such adjustment shall be
eliminated.
b. In the event of the dissolution or liquidation of the
Company, in the event of any corporate separation or division,
including, but not limited to, split-up, split-off or spin-off, or in
the event of a merger or consolidation of the Company with another
entity, or other similar transactions, the Company may provide that a
Director shall have the right to exercise an option (at its then Option
Price) or to receive in respect of other types of awards the kind and
amount of shares of stock and other securities, property, cash or any
combination thereof receivable upon such dissolution, liquidation, or
corporate separation or division, or merger or consolidation by a
Director of the number of shares of Common Stock subject to such award
for which such award might have been exercised or realized immediately
prior to such dissolution, liquidation, or corporate separation or
division, or merger or consolidation.
10. BENEFICIARY: A Director may file with the Company a
written designation of a beneficiary on such form as may be prescribed by the
Company and may, from time to time, amend or revoke such designation. If no
designated beneficiary survives the Director, the executor or administrator of
the Director's estate shall be deemed to be the Director's beneficiary.
11. GOVERNING LAW: This Agreement shall be governed by the
laws of the State of Delaware.
12. SECTION 422A: The options granted hereby are not
intended to qualify as incentive stock options under Section 422A of the
Internal Revenue Code of 1986 as amended.
13. NOTICES: All notices to the Company shall be in writing
and sent by certified or registered mail or by a nationally recognized overnight
mail service, postage prepaid, to the Company at its offices at 0000 Xxxxxx Xxxx
Xxxxx, Xxxxxxxx, Xxxxxxxxx 00000 or such other address as the Company shall from
time to time notify the Director in writing. All notices to the Director shall
be in writing and sent by certified or registered mail or by a nationally
recognized overnight mail service, postage prepaid, to the Director at the
address set forth on the signature page(s) hereof or such other address as the
Director shall from time to time notify the Company in writing. All notices
shall be deemed to have been given when mailed.
14. CONFLICTS: As a condition to the granting of the option
contained herein, the Director agrees that any dispute or disagreement with
respect to this Agreement or such option shall be determined by the majority of
disinterested directors on the Board of Directors in its sole discretion, and
that their interpretation of the terms of this Agreement shall be final, binding
and conclusive.
IN WITNESS WHEREOF, each the Company and the Director has
caused this Stock Option Agreement to be executed on the date set forth opposite
the respective signatures.
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Dated: July 17, 1997 XXXXX'X FASHIONS CORPORATION
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By: /s/ Xxxxxxxx X. Xxxx
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Xxxxxxxx X. Xxxx
Dated: August 25, 1997 DIRECTOR
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/s/ Xxxxx X. Xxxx, Xx.
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Xxxxx X. Xxxx, Xx.
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SCHEDULE I
Date of No. of Shares Balance of Authorized Notation
Exercise Purchased Option Shares Signature Date
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SUBSCRIPTION FORM FOR EXERCISE
(To be executed by the holder desiring to
exercise the right to purchase shares
subject to the within option)
The undersigned hereby irrevocably elects to exercise the
right of purchase represented by the within option for, and to purchase
thereunder, ___________ shares of Common Stock, $.0l par value per share of
XXXXX'X FASHIONS CORPORATION, a Delaware corporation (the "Company"), as
provided therein and herewith makes payment of the purchase price in full and
requests that certificates for such securities be issued in the name of:
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Name (Please print in block letters)
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Street
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City State Zip
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(Please insert Social Security or other identifying number)
and, if said number of shares shall not be all of the shares issuable
thereunder, that any partial exercise of the within option shall be noted on
Schedule 1 thereof which is delivered herewith.
Dated: -----------------------------
---------------------------- Signature
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