EMPLOYEE AWARD AGREEMENT Restricted Stock pursuant to THE BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN
EXHIBIT
10(b)
Restricted
Stock
pursuant
to
THE
BOMBAY COMPANY, INC. 1996 LONG-TERM INCENTIVE STOCK PLAN
This
Award Agreement (the “Agreement”) is made this _____ day of _____________,
________, between THE BOMBAY COMPANY, INC., a Delaware corporation (the
“Company”), and _________________________ , 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 obtain 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 as of the date set forth above (the “Date of
Grant”) the right to receive an aggregate of __________ shares of the Company’s
Shares, 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 Award are granted as restricted stock (the “Restricted
Shares”).
2. Restricted
Period.
This
Award of Restricted Shares shall be subject to the following vesting periods:
25% per year, as of each anniversary of the Date of Grant, for four (4)
years.
3. Purchase
Price.
The
purchase price of the Restricted Shares shall be $0.00 per Share. For purposes
of the Award, the fair market value of such Shares on the date first appearing
above is acknowledged to be $_________ per share.
4. Delivery
of Shares.
Upon
satisfaction and completion of the applicable vesting period as set forth in
paragraph 2 and any other conditions prescribed by the Company as set forth
in
this Agreement, if any, the restrictions applicable to the specified quantity
of
Restricted Shares shall lapse and a stock certificate for that number of
Restricted Shares which have vested shall be delivered, free of all
restrictions, to Employee.
5. Forfeiture.
All
Restricted Shares granted pursuant to this Award to Employee which have not
vested in accordance with Paragraph 2 above shall be forfeited upon Employee’s
termination of employment with the Company.
6. Taxes.
The
payment of withholding tax liability by Employee shall be a condition precedent
to the Company’s obligation to issue any certificates for Restricted Shares
resulting from this Award.
7. Acceleration
of Delivery Dates.
Notwithstanding the provisions of paragraph 2 above relating to the vesting
period, the Committee may, in its discretion, permit the Restricted Shares
to be
immediately deliverable to Employee upon any Change in Control of the Company
(as defined in the Plan).
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 Restricted Shares subject to this Agreement 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 to any rights of a shareholder of the Company
or to any notice of proceedings of the Company with respect to any Restricted
Shares unless and until the vesting period has been satisfied for such
Restricted Shares. None of the Restricted Shares may be sold, transferred,
assigned, pledged or otherwise encumbered or disposed of prior to the
satisfaction of all restrictions prescribed by the Company with respect to
the
Restricted Shares.
11. Restriction
on Issuance of Shares.
The
Company shall not be required to issue or deliver any certificates for Shares
covered by 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 Employees receipt 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 ▇▇▇▇ 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: ____________________________________
Accepted
and Agreed:
_________________________________ Date:
_________________________________