EMPLOYEE AWARD AGREEMENT
pursuant to
THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN
(Stock Option Award)
Effective March 6, 1996
This Award Agreement (the "Agreement") is made this
day of , 19 , between THE BOMBAY COMPANY, INC., a
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Delaware Corporation (the "Company"), and
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an employee of the Company or one of its subsidiaries (the
"Employee").
WHEREAS, the Company desires to carry out the purposes
of The Bombay Company, Inc. 1996 Long Term Incentive Stock
Plan (the "Plan") by affording Employee the opportunity to
purchase shares of the Company's $1.00 par value common
stock (the "Shares").
NOW THEREFORE, in consideration of the mutual covenants
hereinafter set forth for other good and valuable
consideration, the parties hereto agree as follows:
1. Grant of Award. The Company hereby grants to
Employee the right and option (the "Option") to purchase
an aggregate of shares of the Company's Shares,
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such Shares being subject to adjustment as provided in
paragraph 8 hereof, and on the terms and conditions herein
set forth. The Shares granted pursuant to this Option (the
"Option Shares") are granted as a nonqualified option.
2. Purchase Price. The purchase price of the Option
Shares shall be $4.75 per Share, such purchase price being
100% of the fair market value of such Shares on the
date first appearing above (the "Date of the Grant").
3. Exercise of Award. Unless expired as provided in
paragraph 5 below, and subject to the special provisions of
paragraph 6 below, the Award for Option Shares may be
exercised from time to time in whole or in part for not more
than 20% of the entire number of Option Shares at any time
after the first annaiversary of the Date of Grant, and an
additional 20% of the total Option Shares on, or after the
first each of the four (4) succeeding anniversaries of the
Date of Grant.
4. Manner of Exercise; Payment of Purchase Price.
A. Subject to the terms and conditions of this
Agreement, the Award shall be exercised by written notice to
the Company at its principal office. Such notice shall
state the election to exercise the Award and shall specify
the number of Option Shares sought to be exercised pursuant
to the notice. Such notice of exercise shall be signed by
Employee and shall be irrevocable when given.
B. The notice of exercise shall be accompanied
by the full payment of the purchase price for the Option
Shares in cash by certified check or bank cashiers check or
through satisfactory arrangements for payment by a broker
representing the Employee in the sale of some or all of the
Option Shares. Subject to approval of an authorized
Committee of the Board of Directors (the "Committee"),
payment of the purchase price may be accomplished by the
surrender of stock certificates representing Shares having
an aggregate fair market value on the date of exercise equal
to the purchase price of the Option Shares, or by a
combination of cash and Shares.
C. Upon receipt of the purchase price, and
subject to the terms of paragraph 11, a certificate
representing the Option Shares exercised shall be registered
in the name of the person or persons so exercising the
Award. In the event the Award shall be exercised pursuant
to paragraph 7, by any person or persons other than the
Employee, such notice shall be accompanied by appropriate
proof satisfactory to the Company of the right of such
person or persons to exercise the Award. All Shares issued
as a result of an exercise of an Award as provided herein
shall be fully paid and non-assessable.
D. The payment of witholding tax liability by
Employee shall be a condition precedent to the Company's
obligation to issue any certificates for Shares resulting
from an exercise of an Award.
5. Exercise and Expiration of Award. This Award, if
not exercised, shall expire and become null and void upon
the expiration of three (3) months after Employee ceases to
be employed by the Company or any of its subsidiaries unless
such termination shall have been for cause, as determined by
the Committee, in which event the Award shall be null and
void as of the date of such termination. Notwithstanding
the above, if Employee retires from the Company or any of
its subsidiaries (as determined by the Committee in its sole
discretion), the Award may, at the Committee's discretion
remain exercisable for a period not to exceed 36 months
following such retirement. In the event of Employee's death
or permanent disability, the Award shall be exercisable for
a period of 12 months following such death or disability.
Notwithstanding the above, the Award shall, without
exception, become null and void once a period of 10 years
shall have lapsed since the Date of Grant. Except as
provided in paragraph 6 below, only those portions of this
Award vested as of the date of termination of Employee's
employment may be exercised.
6. Acceleration of Exercise Dates. Notwithstanding
the provisions of paragraph 3 above relating to the vesting
of this Award in installments, the Committee may, in its
discretion, permit this Award to be immediately exercisable,
until the expiration date provided in paragraph 5 above, for
the entire number of Option Shares covered hereby upon the
retirement of Employee or any Change in Control of the
Company (as defined in the Plan).
7. Award Nontransferable. Unless permitted by law
regulation and approved by the Committee, the Award and any
right related thereto shall not be transferable by Employee
otherwise than by will or by the laws of descent and
distribution and may be exercised during Employee's
lifetime, only by Employee. Upon the death of employee, the
award may be exercised by Employee's executor,
administrator, legatee or distributee, as the case may be.
8. Adjustments of Shares Subject to Award. If any
Shares shall at any time be changed or exchanged by reason
of reorganization, merger, consolidation, recapitalization,
reclassification, stock split, combination of shares or a
dividend payable in stock, then the aggregate number of
Option Shares subject to this Agreement and the purchase
price of such Option Shares shall be automatically adjusted
such that Employee's proportionate interest shall be
maintained as before the occurrence of such event. The
determination of any such adjustment by the Committee shall
be final, binding and conclusive.
9. No Contract. This Agreement does not constitute a
contract for employment and shall not affect the right of
the Company to terminate Employee's employment for any
reason whatsoever.
10. Rights as Shareholder. This Award shall not
entitle Employee or any permitted transferee to any rights
of a shareholder of the Company or to any notice of
proceedings of the Company with respect to any Option Shares
issuable upon exercise of this Award unless and until the
Award has been exercised for such Shares.
11. Restriction on Issuance of Shares. The
Company shall not be required to issue or deliver any
certificates for Shares purchased upon the exercise of an
Award prior to the obtaining of any approval from any
governmental agency which the Company shall, in its sole
discretion, determine to be necessary or advisable, and the
completion of any registration or other qualification of
such Shares under any state or federal law or ruling or
regulations of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or
advisable. In addition, if shares reserved for issuance
upon exercise of Awards shall not then be registered under
the Securities Act of 1933 the Company may, upon Employee's
exercise of an Award, require Employee or his permitted
transferee to represent in writing that the Shares being
acquired are for investment and not with a view to
distribution, and may mark the certificate for the Shares
with a legend restricting transfer and may issue stop
transfer orders relating to such certificate to the transfer
agent.
12. Lapse of Award. The Agreement shall be null and
void in the event Employee shall fail to sign and return a
counterpart hereof to the Company within thirty (30) days of
its delivery to Employee.
13. Binding Effect. This Agreement shall be binding
upon this heirs, executors, administrators, and successors
of the parties hereto.
14. Governing Instrument and Law. This Award and any
Shares issued hereunder shall in all respects be governed by
the terms and provisions of the Plan, and by the laws of the
State of Texas, and in the event of a conflict between the
terms of this Agreement and the terms of the Plan, the terms
of the Plan shall control.
THE BOMBAY COMPANY, INC.
By:
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Accepted and Agreed:
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