Exhibit 10.5
OPTION AGREEMENT
THIS OPTION AGREEMENT, dated as of the __ day of ____, 200__ (the
"Effective Date"), by and between _______________ ("Optionee") and XXX. A. BANK
CLOTHIERS, INC. (the "Company"), a Delaware corporation
WITNESSETH THAT:
WHEREAS, the then-stockholders of the Company did adopt the "2002 Long-Term
Incentive Plan", effective June 25, 2002 (the "Plan"); and
WHEREAS, the purpose of the Plan is to attract and retain and provide
incentives to, among others, directors and employees of the Company and to
thereby increase overall shareholder value; and
WHEREAS, Optionee is a [director/employee] of the Company and has been
awarded the hereinafter described Option under the Plan.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the Company and the Optionee hereby
agree as follows:
1. Grant of Option. Pursuant to the Plan, and subject to the terms and
conditions set forth herein and therein, the Company hereby grants to Optionee
the right and option (the "Option") to purchase an aggregate of _____ shares
(the "Option Shares") of the Company's Common Stock, $.01 par value per share
(the "Common Stock"), which option does [not] qualify as an incentive stock
option, as defined in Section 422 of the Internal Revenue Code of 1986.
2. Purchase Price. The purchase price (the "Purchase Price") of each Option
Share shall be the fair market value of a share of Common Stock on the Effective
Date, i.e. $______ per share, subject to adjustment pursuant to the Plan.
3. Time of Exercise. [The Option shall be immediately vested and
exercisable.] [The Option shall vest as follows: ______.] The Option shall not
be exercisable after_____________________________________________________.
4. Method of Exercise; Payment of Exercise Price. The Option may be
exercised in whole, or from time to time in part, by delivery to the Company at
its principal office (Attention: General Counsel) of written notice of the
number of shares of Common Stock with respect to which the Option is being
exercised accompanied by payment in full of the Purchase Price of such shares.
Payment of the Purchase Price for such shares of Common Stock may be made (i) in
U.S. dollars by delivery of cash or personal check, bank draft or money order
payable to the order of the Company or by money transfers or direct account
debits; (ii) by delivery of certificates representing shares of Common Stock
having a Fair Market Value (as defined in the Plan) equal to the such Purchase
Price; (iii) pursuant to a broker-assisted "cashless exercise" program if
established by the Company; or (iv) by any combination of the methods of payment
described in (i) through (iii) above. Notwithstanding anything contained herein
to the contrary, in the event of an exercise using any form of negotiable
instrument, the Company shall not be liable to issue any Common Stock hereunder
unless and until the Company has received good and current funds for the full
Purchase Price thereof.
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5. Rights Prior to Exercise of Options. The Option is nontransferable by
Optionee, except by operation of law in the event of Optionee's death or
incompetency, and the Option may be exercised during the lifetime of Optionee
only by Optionee. Optionee shall have no rights as a shareholder with respect to
the Option Shares, except to the extent that the Option has been duly exercised
and payment in full for Common Stock issuable upon exercise has been made or
duly provided for.
6. Incorporation of Plan; Binding Effect of Agreement. This Option has been
issued pursuant to the provisions of the Plan, and the terms of the Plan are
incorporated herein by reference as though set forth herein in full. In the
event of any conflict between the stated provisions of this Agreement and the
Plan, the stated provisions of the Plan shall govern. This Agreement shall inure
to the benefit of and be binding upon the parties hereto and their respective
heirs, executors, administrators, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Option Agreement as of
the day and year first above written.
XXX. A. BANK CLOTHIERS, INC.
By:_______________________________ _______________________________
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