EXHIBIT 10.39
NON-EMPLOYEE DIRECTOR
NONQUALIFIED STOCK OPTION AGREEMENT
PURSUANT TO THE
TANDY BRANDS ACCESSORIES, INC. 2002 OMNIBUS PLAN
THIS NON-EMPLOYEE DIRECTOR NONQUALIFIED STOCK OPTION AGREEMENT (this
"Agreement") is made as of this _____ day of ___________, _______, between TANDY
BRANDS ACCESSORIES, INC., a Delaware corporation (the "Company"), and
___________, a member of the Board of Directors of the Company ("Director").
W I T N E S S E T H:
WHEREAS, the Company desires to carry out the purposes of the Tandy Brands
Accessories, Inc. 2002 Omnibus Plan (the "Plan"), by affording Director the
opportunity to purchase shares of the common stock, $1.00 par value per share
("Common Stock"), of the Company.
NOW THEREFORE, in consideration of the mutual covenants hereinafter set
forth and for other good and valuable consideration, the receipt and sufficiency
of which are hereby acknowledged, the parties hereto agree as follows:
1. Grant of Option. The Company hereby grants to Director the right and
option (the "Option") to purchase an aggregate of ___________ shares (the
"Shares") of Common Stock, such Shares being subject to adjustment as provided
in Paragraph 8 hereof, on the terms and conditions herein set forth.
2. Purchase Price. The purchase price of the Shares shall be $___________
per Share, such purchase price being 100% of the Fair Market Value (as defined
in the Plan) of the Shares on the date first appearing above (the "Date of
Grant").
3. Exercise of Option. Unless expired as provided in Paragraph 5 below,
and subject to the special provisions of Paragraph 6 below, the Option shall be
exercisable and one hundred percent (100%) vested six (6) months after the Date
of Grant.
4. Manner of Exercise, Payment of Purchase Price.
(a) Subject to the terms and conditions of this Agreement, the
Option shall be exercised by the delivery of written notice to the Company
setting forth the number of shares of Common Stock with respect to which
the Option is to be exercised and the date of exercise thereof which shall
be at least three (3) days after giving such notice unless an earlier time
shall have been mutually agreed upon. Such notice of exercise shall be
signed by Director and shall be irrevocable when given.
(b) The notice of exercise shall be accompanied by the full payment
of the purchase price for the Shares. The purchase price may be paid by
(i) cash, check, bank draft, or money order payable to the order of the
Company, (ii) Common Stock (including Restricted Stock (as defined in the
Plan)) owned by Director on the date of
exercise, and/or (iii) in any other form of valid consideration as
provided in the Plan. In the event Director wishes to pay all or any
portion of the purchase price by delivering shares of Common Stock,
Director shall, not less than fourteen (14) days prior to the date of
exercise, give written notice to the Assistant Secretary of the Company
requesting approval of such payment method, setting forth the particulars
of the proposed payment method. The Committee (as defined in the Plan)
shall approve, disapprove or modify the proposed payment method within
fourteen (14) days of its receipt of the request. The failure of the
Committee to respond to the request within the time period required shall
be deemed an approval of Director's proposed payment method.
(c) Upon receipt of the purchase price, and subject to the terms of
Paragraph 11, the certificate or certificates representing the Shares
purchased shall be registered in the name of the person or persons so
exercising the Option. If the Option shall be exercised by Director and,
if Director shall so request in the notice exercising the Option, the
Shares shall be registered in the name of Director and another person as
joint tenants with right of survivorship, and shall be delivered as
provided above to or upon the written order of the person or persons
exercising the Option. In the event the Option shall be exercised by any
person or persons other than Director, pursuant to Paragraph 7 hereof or
otherwise, such notice shall be accompanied by appropriate proof
satisfactory to the Company of the right of such person or persons to
exercise the Option. All Shares that shall be purchased upon the exercise
of the Option as provided herein shall be fully paid and nonassessable.
5. Expiration of Option. The Option shall expire and become null and void
upon the happening of whichever of the following events shall first occur: (a)
expiration of thirty-six (36) months after Director ceases to be a member of the
Board of Directors for any reason other than Director's resignation at the
request of the Company for Cause, death or Total and Permanent Disability (as
defined in the Plan); (b) a period of thirty-six (36) months shall have elapsed
since Director's cessation of service due to Director's death; (c) a period of
thirty-six (36) months shall have elapsed since Director's cessation of service
due to Total and Permanent Disability (as defined in the Plan); (d) a period of
ten (10) years shall have elapsed since the Date of Grant; or (e) Director shall
resign at the request of the Company for Cause. For purposes of this Agreement,
"Cause" shall mean (i) Director's willful, material and irreparable breach of
any agreement that governs the terms and conditions of his or her service to the
Company; (ii) Director's breach of any fiduciary or other material duty to the
Company or its stockholders; (iii) Director's gross negligence or gross
incompetence in the performance or intentional nonperformance (continuing for
ten (10) days after receipt of written notice of such negligence) of any of
Director's material duties and responsibility; (iv) Director's dishonesty, fraud
or willful misconduct with respect to the business or affairs of the Company or
any of its subsidiaries; or (v) Director's conviction of a felony crime. Except
as provided in Paragraph 6, only those portions of the Option exercisable as of
the date of termination of Director's service may be exercised, whether such
termination is by retirement or otherwise.
6. Acceleration of Exercise Dates. Notwithstanding the provisions of
Paragraph 3: (a) upon Director's cessation of service due to death or Total and
Permanent Disability (as defined in the Plan), the Option shall be immediately
exercisable, until the expiration date provided in Paragraph 5 above, for the
entire number of Shares covered hereby; provided
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however, if Director dies during either of the thirty-six (36) month periods
described in clauses (a) or (c) of Paragraph 5, the Option may be exercised, but
only to the extent exercisable on the date of Director's death, by the persons
or persons entitled to exercise the Option at any time within the thirty-six
(36) month period described in clauses (a) or (c) of Paragraph 5, whichever is
applicable, or within twelve (12) months after the date of such death, whichever
is the longer period, but in no event after a period of ten (10) years has
elapsed since the Date of Grant; (b) upon Director's retirement, the Committee
may, in its discretion, permit the Option to be immediately exercisable, until
the expiration date provided in clause (a) of Paragraph 5 above, for the entire
number of Shares covered hereby; and (c) upon any Change of Control of the
Company (as defined in the Plan) the Option may be exercised for a period of
sixty (60) days following the date of the Change of Control for the entire
number of Shares covered hereby.
7. Option Nontransferable. Except as otherwise herein provided, the Option
and the rights and privileges conferred hereby may not be transferred, assigned,
pledged or hypothecated in any way (whether by operation of law or otherwise)
and shall not be subject to execution, attachment or similar process. Upon any
attempt to transfer, assign, pledge, hypothecate or otherwise dispose of the
Option or any right or privilege conferred hereby, contrary to the provisions
hereof, the Option and the rights and privileges conferred hereby shall
immediately become null and void. Notwithstanding the foregoing, upon the death
of Director, the Option may be exercised by Director's executor, administrator,
legatee or distributee as the case may be, in accordance with Paragraph 6.
References herein to Director shall include, where applicable, a permitted
transferee.
8. Adjustments of Shares Subject to Option. If the outstanding shares of
Common Stock 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 Shares subject to this Agreement and the purchase price of such Shares
shall be automatically adjusted such that Director'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. Neither the granting of the Option, the exercise of any
part hereof, nor any provision of this Agreement shall constitute or be evidence
of any understanding, express or implied, on the part of the Company to continue
the service of Director as a member of the Board of Directors for any specified
period.
10. Rights as Stockholder. The Option shall not entitle Director or any
permitted transferee to any rights of a stockholder of the Company or to any
notice of proceedings of the Company with respect to any Shares issuable upon
exercise of the Option unless and until the Option has been exercised for such
Shares and such Shares have been registered in Director's (or permitted
transferee's) name upon the stock records of the Company.
11. Restriction on Issuance of Shares. The Company shall not be required
to issue or deliver any certificates for Shares purchased upon the exercise of
the Option prior to: (a) the obtaining of any approval from any governmental
agency which the Company shall, in its sole discretion, determine to be
necessary or advisable; (b) the completion of any listing, registration or other
qualification of such Shares on any securities exchange or inter-dealer
quotation system
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or under any state or federal law or ruling or regulation of any governmental
body which the Company shall, in its sole discretion, determine to be necessary
or advisable; and (c) the determination by the Committee that Director has
tendered to the Company any federal, state or local tax owed by Director as a
result of exercising the Option when the Company has a legal liability to
satisfy such tax. In addition, if the Common Stock reserved for issuance upon
the exercise of the Option shall not then be registered under the Securities Act
of 1933, the Company may upon Director's exercise of an Option, require Director
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 mark
the certificate for the Shares with a legend restricting transfer and may issue
stop transfer orders relating to such certificate to the Company's transfer
agent.
12. Lapse of Option. This Agreement shall be null and void in the event
Director shall fail to sign and return a counterpart hereof to the Company
within thirty (30) days of its delivery to Director.
13. Construction. The Committee shall have authority to make reasonable
constructions of the Option and to correct any defect or supply any omission or
reconcile any inconsistency in the Option, and to prescribe reasonable rules and
regulations relating to the administration of the Option.
14. Notice. Any notice relating to this Agreement shall be given in
writing and shall be deemed effective upon personal delivery or upon deposit in
the United States mail, registered or certified, postage prepaid and addressed
to the Company at its main office at 690 E. Lamar Boulevard, Suite No. 200,
Arlington, Texas 76011 or to such other address as may be hereafter specified by
the Company, to the attention of the Company's Assistant Secretary. All notices
to Director shall be delivered to Director at Director's address specified below
or to such other address as may be hereafter specified by Director.
15. Severability. In the event that any provision of this Agreement
becomes or is declared by a court of competent jurisdiction to be illegal,
unenforceable or void, this Agreement shall continue in full force and effect
without said provision, provided that no such severability shall be effective if
it materially changes the economic benefit of this Agreement to any party.
16. Binding Effect. This Agreement shall be binding upon the permitted
transferees, heirs, executors, administrators, and successors of the parties
hereto.
17. No Waiver. No waiver of any breach or condition of this Agreement
shall be deemed to be a waiver of any other or subsequent breach or condition,
whether of like or different nature.
18. Counterparts. This Agreement may be executed in counterparts, each of
which shall be deemed to be an original, but all of which together shall
constitute one and the same instrument.
19. Governing Instrument and Law. The Option and any Shares issued
hereunder shall in all respects be governed by the terms and provisions of the
Plan, which terms and provisions are hereby incorporated herein by reference,
and by the laws of the State of Texas,
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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.
20. Entire Agreement. The Plan and this Agreement constitute the entire
contract between the parties hereto with regard to the subject matter hereof.
21. Nonqualified Stock Option. The Option is not intended to qualify as an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code and shall not be so construed.
TANDY BRANDS ACCESSORIES, INC.
By: ____________________________________________
J.S.B. Jenkins
President and Chief Executive Officer
Accepted and Agreed:
DIRECTOR:
________________________________ Date: ___________________________________
________________________________
Address: ________________________
________________________