STOCK OPTION AGREEMENT (Culp, Inc. 2007 Equity Incentive Plan)
EXHIBIT
10.9
FORM
OF
(Xxxx,
Inc. 2007 Equity Incentive Plan)
THIS STOCK OPTION AGREEMENT
(the “Agreement”), made
effective as of the ___ day of ___________, ______ (the “Grant Date”), is by
and between Xxxx, Inc., a North Carolina corporation (the “Corporation”), and
__________________ (the “Holder”).
WHEREAS, the Corporation has
adopted the Xxxx, Inc. 2007 Equity Incentive Plan (the “Plan”) to give
Eligible Individuals the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive to provide or continue their Service; and
WHEREAS, the Corporation has
awarded to the Holder an Option under the Plan, which Award shall be evidenced
by this Agreement and effective as of the Grant Date (even though this Agreement
may be physically executed and delivered after the Grant Date);
NOW, THEREFORE, the parties
hereto agree as follows:
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1.
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Grant of Option. Pursuant
to the Plan, the Corporation hereby grants to the Holder an Option to
purchase all or any part of an aggregate of shares of
Common Stock (the “Option
Shares”), subject to, and in accordance with, the terms and
conditions set forth in this Agreement and the Plan. The Option
and this Agreement are subject to all of the terms and conditions of the
Plan, which terms and conditions hereby are incorporated by
reference. Except as otherwise expressly set forth herein,
capitalized terms used in this Agreement shall have the same definitions
as set forth in the Plan.
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2.
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Status of
Option. The Option is intended to be [select
one]:
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o an Incentive
Stock Option.
o a
Non-Qualified Stock Option.
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3.
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Exercise
Price. The price at which the Holder shall be entitled
to purchase Option Shares upon the exercise of the Option shall be $____
per share.
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4.
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Term
of Option. Subject to the terms of the Plan and
this Agreement, the Option shall be exercisable at any time prior to the
tenth anniversary of the Grant Date (the “Expiration
Date”). To the extent not exercised before the
Expiration Date, this Option shall automatically expire
unexercised.
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5.
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Vesting and
Exercisability of Option. Subject to the terms
of the Plan, the Option shall vest and become exercisable [select
one]:
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o with respect to:
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(a)
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twenty
percent (20%) of the Option Shares beginning on the first anniversary of
the Grant Date;
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(b)
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an
additional twenty percent (20%) of the Option Shares beginning on the
second anniversary of the Grant
Date;
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(c)
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an
additional twenty percent (20%) of the Option Shares beginning on the
third anniversary of the Grant
Date;
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(d)
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an
additional twenty percent (20%) of the Option Shares beginning on the
fourth anniversary of the Grant Date;
and
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(e)
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the
remaining twenty percent (20%) of the Option Shares beginning on the fifth
anniversary of the Grant Date.
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Notwithstanding
the foregoing, subject to the provisions of the Plan and the discretion of the
Committee, no portion of the Option shall become exercisable following the
termination of the Holder’s Service.
o other
(specify):
________________________________________________________________________
________________________________________________________________________
________________________________________________________________________
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6.
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Acceleration of
Vesting. (select
one)
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o The Option shall not
accelerate automatically upon the occurrence of a Change of Control or the
occurrence of any other events, provided that nothing herein shall affect the
authority of the Committee to accelerate the time after which the Option shall
be exercisable.
o other
(specify):
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7.
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Termination of
Service. Subject to the terms of the Plan and the
discretion of the Committee, the Option shall, upon termination of the
Holder’s Service, terminate and cease to be outstanding with respect to
any and all Option Shares for which the Option is not otherwise
exercisable as of the date of termination of the Holder’s Service (the
“Termination
Date”). Subject to the terms of this Agreement, the
Option may be exercised following the termination of the Holder’s Service
only to the extent that the Option was exercisable as of the Termination
Date. Upon the expiration of the applicable exercise period as
set forth below or (if earlier) upon expiration of the term, the Option
shall terminate and cease to be
outstanding.
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In the
Holder’s Service is terminated, the Option shall continue to be exercisable (to
the extent the Holder could have exercised the Option as of the Termination
Date) until [select one]:
o thirty
(30) days after the Termination Date, unless the Holder’s Service is terminated
due to the Holder’s:
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(i)
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death,
in which case the Holder’s legatee(s) under the Holder’s last will or the
Holder's personal representative or representatives may exercise all or
part of the previously unexercised portion of the Option at any time
within one year, but not beyond the expiration of its term, after the
Holder's death; or
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(ii)
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total
and permanent disability (as defined in Section 22(e)(3) of the Code), in
which case the Holder or the Holder’s personal representative may exercise
the previously unexercised portion of the Option at any time within one
year, but not beyond the expiration of its term, after the Termination
Date.
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o other
(specify):
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8.
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Exercise of
Option. The Holder may exercise all or a portion of the
Option by giving written notice to the Corporation of exercise, and
specifying the number of Option Shares with respect to which the Option is
being exercised. Such notice shall be delivered to the
Secretary of the Corporation and shall be effective as of the later of the
date of its receipt by the Secretary of the Corporation and the date on
which the Holder has complied with the provisions of the Plan (including,
without limitation, payment of the exercise price) with respect
thereto.
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9.
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Non-Transferability of
Option. The Option shall not be transferable by
the Holder except to the extent permitted under the
Plan.
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10.
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No Rights as a
Shareholder. The Holder shall not have any rights or
privileges of a shareholder with respect to any Option Shares by virtue of
the Option until the date of issuance by the Corporation of a certificate
for such shares pursuant to the exercise of the
Option.
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11.
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Holder Bound by the
Plan. The Holder hereby acknowledges receipt of a copy
of the Plan and agrees to be bound by all the terms and provisions
thereof. A determination of the Committee as to any questions
which may arise with respect to the interpretation of the provisions of
this Agreement and of the Plan shall be final. The Committee
may authorize, establish and revise such rules and regulations with
respect to the operation of the Plan not inconsistent with the provisions
of the Plan, as it may deem
advisable.
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12.
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Modification of
Agreement. Subject to the provisions of the Plan, this
Agreement may be modified, amended, suspended or terminated, and any terms
or conditions may be waived, but only by a written instrument executed by
the parties hereto.
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13.
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Severability. Each
provision of this Agreement is intended to be severable. Should
any provision of this Agreement be held by a court of competent
jurisdiction to be unenforceable or invalid for any reason, the remaining
provisions of this Agreement shall not be affected by such holding and
shall continue in full force in accordance with their
terms.
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14.
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Governing Law;
Jurisdiction. This Agreement shall be governed and
construed in accordance with the laws of the State of North Carolina,
without regard to the principles of conflicts of law, except to the extent
governed by federal law. Each party hereby irrevocably submits
to the jurisdiction of the state and federal courts sitting in Guilford
County, State of North Carolina, for the adjudication of any dispute
hereunder.
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15.
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Successors in Interest. This
Agreement shall inure to the benefit of and be binding upon any successor
to the Corporation. This Agreement shall inure to the benefit
of the Holder’s legal representatives. All obligations
imposed upon the Holder and all rights granted to the Corporation under
this Agreement shall be final, binding and conclusive upon the Holder’s
heirs, executors, administrators and
successors.
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[signatures
are on the next page]
IN WITNESS WHEREOF, this
Agreement has been executed by the Corporation and the Holder effective as of
the date and year first written above.
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XXXX,
INC.
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By:
________________________________________
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Name:
_____________________
Title: _____________________
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EMPLOYEE
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By:
________________________________________
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Name:
_____________________
Title: _____________________
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