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EXHIBIT 10.6
VENATOR GROUP, INC.
NONSTATUTORY STOCK OPTION GRANT AGREEMENT
This Nonstatutory Stock Option Agreement (the "Agreement") is made as
of February 12, 2001 by and between Venator Group, Inc., a New York corporation
(the "Company"), having its principal office at 112 West 34th Street, New York,
New York 10120, and J. Carter Bacot (the "Optionee").
WITNESSETH:
WHEREAS, the Optionee is currently serving as a member of the Board of
Directors of the Company;
WHEREAS, on February 12, 2001 the Board of Directors of the Company
elected Optionee to the position of non-executive Chairman of the Board of the
Company, effective March 4, 2001; and
WHEREAS, in connection with Optionee's election to such position, the
Board of Directors considers it desirable and in the best interest of the
Company to grant the Optionee a nonstatutory stock option (the "Option") to
purchase from the Company shares of the Company's common stock, par value $0.01
per share ("Common Stock").
NOW THEREFORE, in consideration of the foregoing and of the mutual
promises contained herein, the parties hereto hereby agree that the terms and
conditions of the Option are as follows:
1. Grant of Option. The Optionee is hereby granted an Option to
purchase from the Company up to but not more than 17,000 shares of the Company's
Common Stock at the purchase price per share of $11.9050 (the "Exercise Price"),
which is 100 percent of the Fair Market Value of a share of Common Stock on
February 12, 2001. As used herein, "Fair Market Value" means, as of any date,
the average of the high and low prices of a share of Common Stock as reported
for such date on the Composite Tape for New York Stock Exchange-Listed Stocks.
2. Treasury Shares. Shares of Common Stock to be issued pursuant to
this Agreement shall be made available exclusively from issued shares of Common
Stock reacquired by the Company and held in the Company's treasury.
3. Tax Matters. No part of the Option is intended to qualify as an
"incentive stock option" under Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").
4. Exercisability. The Option is granted to Optionee for a period
expiring at midnight on December 31, 2005 unless, prior to such time, the Option
is exercised in full,
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or is cancelled or expires as provided in Section 5. Except as otherwise
provided in Section 5, the Option will become exercisable on March 1, 2002.
5. Termination of Option. The option shall expire on December 31, 2005
unless it expires on an earlier date as provided for in paragraphs (a) or (b)
below:
(a) In the event the Optionee ceases to be a director of the
Company for any reason, including through death or retirement, prior to March 1,
2002, the Option shall expire as of the date of such termination of service as a
director.
(b) In the event the Optionee ceases to be a director of the
Company for any reason, including through death or retirement, following March
1, 2002, the Option shall expire one year from the date of such termination of
service as a director, but in no event later than December 31, 2005.
6. Exercise of Option. Prior to the expiration of the Option, the
Optionee may exercise the vested Option in whole or in part at any time during
the term of the Option by giving written notice of exercise to the Secretary of
the Company at the Company's principal office, specifying the number of shares
of Common Stock to be purchased and accompanied by payment in full of the
Exercise Price. The Company may, however, prohibit the Optionee's ability to
exercise the Option during any period for which the Company has imposed trading
restrictions for its directors and officers in the Common Stock. Shares of
Common Stock purchased pursuant to the exercise of the Option shall be paid for
at the time of exercise as follows: (i) in cash, including a cashless exercise
through a broker, (ii) by payment in full or part in the form of shares of
Common Stock owned by the Optionee for a period of at least six months (or such
other period necessary to avoid a charge against the Company's earnings),
provided that such shares are held free and clear of any liens and encumbrances,
based on the Fair Market Value of the Common Stock on the payment date; or (iii)
on such other terms and conditions as may be acceptable to the Board of
Directors.
7. Nontransferability. The Option shall not be transferable by the
Optionee other than by will or the laws of descent and distribution and may,
during his lifetime, be exercised only by the Optionee. In addition, the Option
shall not, in any manner, be used for the payment of, subject to, or otherwise
encumbered by or hypothecated for the debts, contracts, liabilities, engagements
or torts of any person who shall be entitled to such Option, nor shall it be
subject to attachment or legal process for or against such person. Upon any
attempt to transfer, assign, negotiate, pledge or hypothecate the Option, or in
the event of any levy upon the Option by reason of any execution, attachment or
similar process contrary to the provisions hereof, the Option shall immediately
become null and void. This Agreement shall be binding on and enforceable against
any person who is a permitted transferee of the Option pursuant to the first
sentence of this Section 7.
8. Rights as a Shareholder. The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock covered by the Option
unless and until the Optionee shall have become the beneficial owner of the
shares, and no
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adjustments shall be made for dividends in cash or other property, distributions
or other rights in respect of any such shares, except as otherwise provided
herein.
9. Changes in Common Stock.
(a) In the event of any change in the capital structure or
business of the Company by reason of any stock dividend or extraordinary
dividend, stock split or reverse stock split, recapitalization, reorganization,
merger, consolidation, split-up, combination or exchange of shares, non-cash
distributions with respect to its outstanding Common Stock or capital stock
other than Common Stock, reclassification of its capital stock, any sale or
transfer of all or part of the Company's assets or business, or any similar
change affecting the Company's capital structure or business, and the Company's
Board of Directors determines in good faith that an adjustment is necessary or
appropriate to prevent substantial dilution or enlargement of the Optionee's
rights under this Agreement or as otherwise necessary to reflect the change,
then the aggregate number and kind of shares to be issued upon exercise of the
Option and the Exercise Price shall be appropriately adjusted consistent with
such change in such manner as the Board of Directors may deem equitable to
prevent substantial dilution or enlargement of the Optionee's rights under this
Agreement or as otherwise necessary to reflect the change.
(b) Fractional shares of Common Stock resulting from any
adjustment in Options pursuant to Section 9(a) shall be aggregated until, and
eliminated at, the time of exercise by rounding down for fractions less than
one-half (1/2) and rounding up for fractions equal to or greater than one-half
(1/2). No fractional shares of Common Stock shall be issued hereunder. No cash
settlements shall be made with respect to fractional shares of Common Stock
eliminated by rounding. The Company shall promptly notify the Optionee in the
event any adjustment under this Section 9 is made.
10. Compliance with Legal Requirements.
(a) This Option shall not be exercisable and no shares of
Common Stock shall be issued or transferred pursuant to this Agreement unless
and until all legal requirements applicable to such issuance or transfer have,
in the opinion of the Company's counsel, been satisfied. Such requirements may
include, but are not limited to, registering or qualifying the shares of Common
Stock covered by the Option under any state or federal law or under the rules of
any stock exchange or trading system, satisfying any applicable law or rule
relating to the transfer of unregistered securities or demonstrating the
availability of an exemption from applicable laws, placing a legend on such
shares to the effect that they were issued in reliance upon an exemption from
registration under the Securities Act of 1933, as amended (the "Act"), and may
not be transferred other than in reliance upon Rule 144 promulgated under the
Act, if available, or upon another exemption from the Act, or obtaining the
consent or approval of any governmental body.
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(b) The Optionee understands that the Company is under no
obligation to register for resale the shares of Common Stock covered by the
Option. In connection with any such issuance or transfer, the person acquiring
the shares of Common Stock covered by the Option shall, if requested by the
Company, provide information and assurances satisfactory to the Company's
counsel with respect to such matters as the Company reasonably may deem
desirable to assure compliance with all applicable legal requirements.
11. Termination or Amendment. This Agreement may at any time, and from
time to time be amended, in whole or in part, or suspended or terminated
entirely, retroactively or otherwise; provided, however, that, unless otherwise
required by law or specifically provided herein, the rights of the Optionee with
respect to the Option may not be impaired without the written consent of the
Optionee.
12. Administration. This Agreement shall be administered and
interpreted by the Board of Directors of the Company. The determinations of the
Board of Directors in connection with this Agreement shall be final, conclusive
and binding on the Company and on the Optionee and their respective executors,
administrators, successors and assigns.
13. Legend. Certificates for shares of Common Stock delivered hereunder
shall be subject to such stock transfer orders and other restrictions as the
Board of Directors may deem advisable under the rules, regulations and other
requirements of the Securities and Exchange Commission, any stock exchange upon
which the Common Stock is then listed or any national securities association
system upon whose system the Common Stock is then quoted, any applicable Federal
or state securities law, and any applicable corporate law, and the Board of
Directors may cause a legend or legends to be put on any such certificates to
make appropriate reference to such restrictions.
14. Withholding of Taxes. If applicable, the Company shall have the
right to deduct from any payment to be made to the Optionee, or to otherwise
require, prior to the issuance or delivery of any shares of Common Stock
hereunder, payment by the Optionee of any applicable Federal, state or local
taxes required by law to be withheld.
15. Governing Law. The validity, interpretation, construction and
performance of this Agreement shall be governed by the laws of the State of New
York without regard to its conflicts of laws principles.
16. Death. The Company may, in its discretion, require the transferee
of the Option to supply it with written notice of the Optionee's death and to
supply it with a copy of the will or such other evidence as the Board of
Directors deems necessary to establish the validity of the transfer of the
Option.
17. Severability of Provisions. If any provision of this Agreement
shall be held invalid or unenforceable, such invalidity or unenforceability
shall not affect any
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other provisions hereof, and the Agreement shall be construed and enforced as if
such provisions had not been included.
18. Headings. The headings used in this Agreement are included solely
for convenience and shall not affect, or be used in connection with, the
interpretation of this Agreement.
19. Notices. Any notice or communication given hereunder shall be in
writing and shall be deemed to have been duly given when delivered in person or
when dispatched by telecopy, or one business day after having been dispatched by
a nationally recognized next-day courier service or three days after having been
mailed by United States registered or certified mail, return receipt requested,
postage prepaid, to the appropriate party at, in the case of the Company, the
Secretary at the principal office of the Company and, in the case of the
Optionee, his principal business or residence address as shown in the records of
the Secretary of Company, or to such other address as either party may designate
by like notice.
20. Counterparts. The Company's and Optionee's execution of this
Agreement evidence their respective heirs', beneficiaries', successors' and
assigns' agreement to be bound by the terms hereof. This Agreement may be
executed in several counterparts, each of which shall be deemed to be an
original but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as
of the date first written above.
VENATOR GROUP, INC.
By:/s/ Gary M. Bahler
Senior Vice President,
General Counsel and Secretary
/s/ J. Carter Bacot
J. Carter Bacot
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