Exhibit 10.25
DIRECTORS
TO BE PRINTED ON COMPANY LETTERHEAD
[Date]
[Name] [Street]
[City, State]
Dear [Director's Name]:
Xxxxxxx Furniture Company, Inc. (the "Company") grants you this stock
option pursuant to its 2000 Incentive Compensation Plan (the "Plan").
This Agreement incorporates the terms of the Plan and in the case of
any conflict between the Plan and this Agreement, the terms of the Plan will
control.
1. Option. In consideration of your agreements contained in this
letter, the Company hereby grants you a nonstatutory stock option (the "Option")
to purchase from the Company ________ shares of common stock of the Company
("Company Stock"), at $________ per share. This option price is the fair market
value of Company Stock on ________________ (the "Grant Date"). The grant of the
Option is subject to the following terms and conditions:
(a) The Option shall immediately vest and be 100% exercisable
as of the Grant Date.
(b) Subject to the limitations in this letter and in the Plan,
you may exercise the Option in whole or in part at any time, or from
time to time, from the Grant Date until the first to occur of: (i) 10
years from the Grant Date, (ii) three years from the date on which your
directorship with the Company terminates for any reason other than your
death, or (iii) one year from the date on which your directorship with
the Company terminates on account of your death. In no event may the
Option be exercised after the tenth anniversary of the Grant Date.
2. Payment For Option. Any person entitled to exercise the Option may
do so by giving written notice of the exercise to the Company, stating the
number of shares that he is purchasing and transmitting the exercise price in
cash.
3. Transferability. The Option is exercisable by you during your
lifetime unless you have transferred the Option. The Option is transferable
pursuant to your will or by the laws of descent at your death. During your life,
the Option is transferable as follows:
(i) Transfers may be made only to the following individuals
and entities: (x) your spouse, child(ren), step-child(ren), grandchild(ren), or
step-grandchild(ren), including relationships that arise from legal adoption
("Immediate Family Members"); (y) a trust or trusts for the exclusive benefit of
any one or more of your Immediate Family Members; or (z) a partnership, limited
liability company or other entity the only partners, members, interest holders
of which are you, or are among your Immediate Family Members;
(ii) There may be no consideration for the transfer;
(iii) There may be no subsequent transfer of the portion of
the Option being transferred except by will or the laws of descent or
distribution;
(iv) Following transfer, the Option will remain subject to the
same terms and conditions as were applicable immediately before the transfer,
including conditions under which the Option may terminate prior to expiration;
except that (1) the transferee may deliver the Option exercise notice and
payment of the exercise price with respect to that portion of the Option that
has been transferred, and (2) the right to consent to modification or amendment
of only that portion of the Option which has not been transferred will remain
with you, while the right to consent to modification or amendment of the
remainder of the Option will rest solely with the transferee;
(v) Written notice of any transfer must be delivered to the
Company at the address specified in Section 5.
Your estate may transfer the Option to the beneficiaries of your
estate, subject to the limitations set forth in subsections (i) through (v)
above.
4. Adjustments. If the number of outstanding shares of Company Stock is
increased or decreased as a result of a stock dividend, stock split or
combination of shares, recapitalization, merger in which the Company is the
surviving corporation, or other change in the capitalization, the number and
kind of shares with respect to which you have an unexercised Option and the
Option price shall be appropriately adjusted by the Board, whose determination
shall be binding.
5. Exercise and Notices. To exercise your Option, you must deliver to
the [Company Treasurer or Similar Corporate Officer] of the Company written
notice, signed by you, stating the number of shares you have elected to
purchase, and payment to the Company as described in paragraph 2. Any notice to
be given under the terms of this letter shall be addressed to the [Company
Treasurer or Similar Corporate Officer] at Xxxxxxx Furniture Company, Inc., 0000
Xxxxxxxxxx Xxxx Xxxxxxx, Xxxxxxxxxxx, Xxxxxxxx 00000. Any notice to be given to
you shall be given to you or your personal representative, legatee or
distributee, and shall be addressed to him or her at the address set forth above
or your last known address at the time notice is sent. Notices shall be deemed
to have been duly given if mailed first class, postage prepaid, addressed as
above.
6. Delivery of Certificate. The Company may delay delivery of the
certificate for shares purchased pursuant to the exercise of an Option until (i)
the admission of such shares to listing on any stock exchange on which the
Company Stock may then be listed, (ii) receipt of any required representation by
you or completion of any registration or other qualification of such shares
under any state or federal law or regulation that the Company's counsel shall
determine as necessary or advisable, and (iii) receipt by the Company of advice
by counsel that all applicable legal requirements have been complied with.
XXXXXXX FURNITURE COMPANY, INC.
------------------------------
