EXHIBIT 99.2
J. BAKER, INC.
AMENDED AND RESTATED 1992 DIRECTORS' STOCK OPTION PLAN
As Amended through June 10, 1997
1. Purpose.
The purpose of this 1992 Directors' Stock Option Plan (the "Plan") of
J. Baker, Inc. (the "Company") is to promote the recruiting and retention of
highly qualified outside directors and to strengthen the commonality of interest
between directors and stockholders. Except where the context otherwise requires,
the term "Company" shall include all present and future subsidiaries of the
Company as defined in Sections 424(e) and 424(f) of the Internal Revenue Code of
1986, as amended or replaced from time to time (the "Code").
2. Administration.
The Plan will be administered by the Board of Directors of the Company,
whose construction and interpretation of the terms and provisions of the Plan
shall be final and conclusive. Grants of stock options under the Plan and the
amount and nature of the awards to be granted shall be automatic and
non-discretionary in accordance with Section 5. However, all questions of
interpretation of the Plan or of any options issued under it shall be determined
by the Board of Directors and such determination shall be final and binding upon
all persons having an interest in the Plan. No director shall be liable for any
action or determination under the Plan made in good faith.
3. Participation in the Plan.
Directors of the Company who are not employees of the Company shall be
eligible to be granted options under the Plan.
4. Stock Subject to the Plan.
(a) The maximum number of shares which may be issued under the Plan
shall be 200,000 shares of the Company's Common Stock, $.50 par value per share
("Common Stock"), subject to adjustment as provided in Section 9.
(b) If any outstanding option under the Plan for any reason expires or
is terminated without having been exercised in full, the shares allocable to the
unexercised portion of such option shall again become available for grant
pursuant to the Plan.
(c) All options granted under the Plan shall be non-qualified options
which are not intended to meet the requirements of Section 422 of the Code.
5. Terms, Conditions and Form of Options.
Each option granted under the Plan shall be evidenced by a written
agreement in such form as the Board of Directors shall from time to time
approve, which agreements shall comply with and be subject to the following
terms and conditions:
(a) Option Grant Dates. Options shall be granted automatically
to all eligible directors as follows: (i) each director who is eligible
for participation shall be granted an option to purchase 2,500 shares
of Common Stock on the close of business on the fifth business day
following approval of the Plan by the holders of a majority of the
shares of Common Stock present or represented at a meeting of the
Company's stockholders duly called and held in accordance with the
Company's by-laws and applicable law; (ii) each person who becomes an
eligible director after the date of stockholder approval of the Plan
shall be granted an option to purchase 2,500 shares of Common Stock on
the close of business on the date of his or her initial election to the
Board of Directors; and (iii) each eligible director shall be granted
an additional option to purchase 2,500 shares of Common Stock for each
fiscal year on the close of business on the fifth business day
following the Company's annual meeting of stockholders, provided he or
she is an eligible director on the date of grant.
(b) Option Exercise Price. The option exercise price per share
for each option granted under the Plan shall equal the closing price
per share of the Company's Common Stock on the NASDAQ System, or the
principal exchange on which the Common Stock is then listed, on the
date of grant (or if no such price is reported on such date, such price
as reported on the nearest preceding date on which such price is
reported).
(c) Options Non-Transferable. Each option granted under the
Plan by its terms shall not be transferable by the optionee otherwise
than by will or by the laws of descent and distribution and shall be
exercised during the lifetime of the optionee only by such optionee.
(d) Exercise Period. Each option may be exercised at any time
and from time to time, in whole or in part, prior to the tenth
anniversary of the date of grant.
(e) Exercise Procedure. Options may be exercised only by
written notice to the Company at its principal office accompanied by
payment of the full consideration for the shares as to which they are
exercised.
(f) Payment of Purchase Price. Payment of the exercise price
may be made, at the election of the optionee, (i) by delivery of cash
or a check to the order of the Company in an amount equal to the
exercise price, (ii) by delivery to the Company of shares of Common
Stock of the Company already owned and held by the optionee for at
least twelve months and having a fair market value equal in amount to
the exercise price of the options being exercised, or (iii) by any
combination of such methods of payment. The fair market value of any
shares of Common Stock which may be delivered upon exercise of an
option shall be determined by the Company as of the date that such
shares are delivered.
6. Assignments.
The rights and benefits under the Plan may not be assigned except as
provided in Section 5.
7. [THIS SECTION INTENTIONALLY LEFT BLANK]
8. Limitation of Rights.
(a) No Right to Continue as a Director. Neither the Plan, nor the
granting of an option nor any other action taken pursuant to the Plan, shall
constitute or be evidence of any agreement or understanding, express or implied,
that the Company will retain a director for any period of time.
(b) No Stockholder Rights with respect to Options. An optionee shall
have no rights as a stockholder with respect to the shares covered by his or her
option until the date of the issuance to him or her of a stock certificate
therefor, and no adjustment will be made for dividends or other rights for which
the record date is prior to the date such certificate is issued.
9. Adjustment Provisions.
(a) Recapitalizations. If, through or as a result of any merger,
consolidation, sale of all or substantially all of the assets of the Company,
reorganization, recapitalization, reclassification, stock dividend, stock split,
reverse stock split or other similar transaction, (i) the outstanding shares of
Common Stock are increased or decreased or are exchanged for a different number
or kind of shares or other securities of the Company, or (ii) additional shares
or new or different shares or other securities of the Company or other non-cash
assets are distributed with respect to such shares of Common Stock or other
securities, an appropriate and proportionate adjustment may be made in (x) the
maximum number and kind of shares reserved for issuance under the Plan, (y) the
number and kind of shares or other securities subject to any then outstanding
options under the Plan, and (z) the price for each share subject to any then
outstanding options under the Plan, without changing the aggregate purchase
price as to which such options remain exercisable.
(b) Mergers. In the event of a consolidation or merger or sale of all
or substantially all of the assets of the Company in which outstanding shares of
Common Stock are exchanged for securities, cash or other property of any other
corporation or business entity or in the event of a liquidation of the Company,
the Board of Directors of the Company, or the board of directors of any
corporation assuming the obligations of the Company, may, in its discretion,
take any one or more of the following actions, as to outstanding options: (i)
provide that such options shall be assumed or equivalent options shall be
substituted, by the acquiring or succeeding corporation (or an affiliate
thereof), (ii) upon written notice to the optionees, provide that all
unexercised options will terminate immediately prior to the consummation of such
transaction unless exercised by the optionee within a specified period following
the date of such notice, and/or (iii) in the event of a merger under the terms
of which holders of the Common Stock of the Company will receive upon
consummation thereof a cash payment for each share surrendered in the merger
(the "Merger Price"), make or provide for a cash payment to the optionees equal
to the difference between (A) the Merger Price times the number of shares of
Common Stock subject to such outstanding options (to the extent then exercisable
at prices not in excess of the Merger Price) and (B) the aggregate exercise
price of all such outstanding options in exchange for the termination of such
options.
10. Amendment of the Plan.
(a) The provisions of Sections 3, 5 (a) and 5 (b) of the Plan shall not
be amended more than once every six months, other than to comport with changes
in the Code, the Employee Retirement Income Security Act of 1974, or the rules
thereunder. Subject to the foregoing, the Board of Directors may at any time,
and from time to time, modify or amend the Plan in any respect.
(b) The termination or any modification or amendment of the Plan shall
not, without the consent of an optionee, affect his or her rights under an
option previously granted to him or her. With the consent of the optionees
affected, the Board of Directors may amend outstanding option agreements in a
manner not inconsistent with the Plan. The Board of Directors shall have the
right to amend or modify the terms and provisions of the Plan and of any
outstanding option to the extent necessary to ensure the qualification of the
Plan under Rule 16b-3 under the Securities Exchange Act of 1934, or any
successor rule ("Rule 16b-3").
11. Withholding.
The optionee shall pay any federal, state or local taxes of any kind
required by law to be paid with respect to any shares issued upon exercise of
options under the Plan. The Company shall have the right to deduct from payments
of any kind otherwise due to the optionee any such taxes required by law to be
withheld with respect to any shares issued upon exercise of options under the
Plan. Subject to the prior approval of the Company, which may be withheld by the
Company in its sole discretion, the optionee may elect to satisfy such
obligations, in whole or in part, (i) by causing the Company to withhold shares
of Common Stock otherwise issuable pursuant to the exercise of an option or (ii)
by delivering to the Company shares of Common Stock already owned by the
optionee. The shares so delivered or withheld shall have a fair market value
equal to such withholding obligation. The fair market value of the shares used
to satisfy such withholding obligation shall be determined by the Company as of
the date that the amount of tax to be withheld is to be determined. An optionee
who has made an election pursuant to this Section 11 may only satisfy his or her
withholding obligation with shares of Common Stock which are not subject to any
repurchase, forfeiture, unfulfilled vesting or other similar requirements.
Notwithstanding the foregoing, no election to use shares for the payment of
withholding taxes shall be effective unless made in compliance with any
applicable requirements of Rule 16b-3.
12. Notice.
Any written notice to the Company required by any of the provisions of
the Plan shall be addressed to the Chief Executive Officer of the Company and
shall become effective when it is received.
13. Effective Date and Duration of the Plan.
(a) Effective Date. The Plan shall become effective when adopted by the
Board of Directors, but no options granted under the Plan shall become
exercisable unless and until the Plan shall have been approved by the Company's
stockholders. If such stockholder approval is not obtained within twelve months
after the date of the Board's adoption of the Plan, all options granted under
the Plan shall terminate and no further options shall be granted under the Plan.
Amendments to the Plan not requiring stockholder approval shall become effective
when adopted by the Board of Directors; amendments requiring stockholder
approval shall become effective when adopted by the Board of Directors, but no
option issued after the date of such amendment shall become exercisable (to the
extent that such amendment to the Plan was required to enable the Company to
grant such option to a particular optionee) unless and until such amendment
shall have been approved by the Company's stockholders. If such stockholder
approval is not obtained within twelve months of the Board's adoption of such
amendment, any options granted on or after the date of such amendment shall
terminate to the extent that such amendment to the Plan was required to enable
the Company to grant such option to a particular optionee. Subject to this
limitation, options may be granted under the Plan at any time after the
effective date and before the date fixed for termination of the Plan.
(b) Termination. Unless earlier terminated pursuant to Section 9, the
Plan shall terminate on the date on which all shares available for issuance
under the Plan (as the Plan may be amended from time to time to increase the
number of available shares) shall have been issued pursuant to the exercise of
options granted under the Plan.
14. General Obligations.
(a) Investment Representations. The Company may require any person to
whom an option is granted, as a condition of exercising such option, to give
written assurances in substance and form satisfactory to the Company to the
effect that such person is acquiring the Common Stock subject to the option for
his or her own account for investment and not with any present intention of
selling or otherwise distributing the same, and to such other effects as the
Company deems necessary or appropriate in order to comply with federal and
applicable state securities laws.
(b) Compliance With Securities Laws. Each option shall be subject to
the requirements that if, at any time, counsel to the Company shall determine
that the listing, registration or qualification of the shares subject to such
option upon any securities exchange or under any state or federal law, or the
consent or approval of any governmental or regulatory body, or that the
disclosure of non-public information or the satisfaction of any other condition
is necessary as a condition of, or in connection with, the issuance or purchase
of shares thereunder, such option may not be exercised, in whole or in part,
unless such listing, registration, qualification, consent or approval, or
satisfaction of such conditions shall have been effected or obtained on
conditions acceptable to the Board of Directors. Nothing herein shall be deemed
to require the Company to apply for or to obtain such listing, registration,
qualification, consent or approval, or to satisfy such condition.
15. Governing Law.
The Plan and all determinations made and actions taken pursuant hereto
shall be governed by the laws of the Commonwealth of Massachusetts.
Adopted by the Board of Directors
on April 13, 1992
Amended by the Board of Directors
on June 10, 1997