EXHIBIT 10.4
OPTION NO: ___
DOVER SADDLERY, INC.
2005 EQUITY INCENTIVE PLAN
STOCK OPTION AGREEMENT
THIS AGREEMENT dated as of , , between Dover Saddlery, Inc.,
a corporation organized under the laws of the State of Delaware (the "Company"),
and the individual identified in paragraph 1 below, currently residing at the
address set out at the end of this Agreement (the "Optionee").
1. GRANT OF OPTION. Pursuant and subject to the Company's 2005 Equity
Incentive Plan (as in effect on the date hereof and as amended from time to time
in accordance with its terms, hereafter, the "Plan"), the Company grants to you,
the Optionee identified in the table below, an option (the "Option") to purchase
from the Company all or any part of a total of the number of shares identified
in the table below (the "Optioned Shares") of the common stock, par value $.0001
per share, in the Company (the "Stock"), at the exercise price per share set out
in the table below.
OPTIONEE _______________________________________
NUMBER OF SHARES _______________________________________
EXERCISE PRICE PER SHARE _______________________________________
GRANT DATE _______________________________________
EXPIRATION DATE(1) _______________________________________
2. CHARACTER OF OPTION. This Option (2) intended to be
treated as an "incentive stock option" within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended.
3. EXPIRATION OF OPTION. This Option shall expire at 5:00 p.m.
on Expiration Date or, if earlier, the date specified in whichever of the
following applies:
(a) If the termination of your employment or other association is on
account of your death or disability, the first anniversary of the date your
employment ends.
(b) If the termination of your employment or other association is
due to any other reason, three (3) months after your employment or other
association ends.
- ----------
1 For ISOs not later than the day immediately preceding the tenth
anniversary of the Grant Date. NQSOs may have a later expiration date, if the
Plan allows.
2 Either "is" or "is not", as the Committee or the Board has determined.
4. EXERCISE OF OPTION.
(a) Until this Option expires, you may exercise it as to the number
of Optioned Shares identified in the table below, in full or in part, at any
time on or after the applicable exercise date or dates identified in the table.
However, during any period that this Option remains outstanding after your
employment or other association with the Company and its Affiliates ends, you
may exercise it only to the extent it was exercisable immediately prior to the
end of your employment or other association. The procedure for exercising this
Option is described in Section 7.1(e) of the Plan. [You may pay the exercise
price due on exercise by delivering other shares of Stock of equivalent Market
Value provided you have owned such shares of Stock for at least six months.](3)
Number of Shares Initial Exercise Date
in Each Installment for Shares in Installment
------------------- -------------------------
[(b) Upon the occurrence of a Change of Control,
(i) any and all Options and Stock Appreciation Rights not
already exercisable in full shall Accelerate with respect to [_______%] of the
shares for which such Options or Stock Appreciation Rights are not then
exercisable;
(ii) any Risk of Forfeiture applicable to Restricted Stock and
Restricted Stock Units which is not based on achievement of Performance Goals
shall lapse with respect to [_______%] of the Restricted Stock and Restricted
Stock Units still subject to such Risk of Forfeiture immediately prior to the
Change of Control; and
(iii) All outstanding Awards of Restricted Stock and
Restricted Stock Units conditioned on the achievement of Performance Goals and
the target payout opportunities attainable under outstanding Performance Units
shall be deemed to have been satisfied as of the effective date of the Change of
Control as to a pro rata number of shares based on the assumed achievement of
all relevant Performance Goals and the length of time within the Performance
Period which has elapsed prior to the Change of Control. All such Awards of
Performance Units and Restricted Stock Units shall be paid to the extent earned
to Participants in accordance with their terms within thirty (30) days following
the effective date of the Change of Control.
None of the foregoing shall apply, however, (x) in the case of a
Qualified Performance-Based Award specifically designated as such by the
Committee at the time of grant (except to the extent allowed by Section 162(m)
of the Code), (y) in the case of any
- ----------
3 Include if authorized by the Committee or the Board. Note that adding
this feature to an incentive stock option after grant may result in a deemed new
grant, and potentially disqualify the incentive stock option.
Award pursuant to an Award Agreement requiring other or additional terms upon a
Change of Control (or similar event), or (z) if specifically prohibited under
applicable laws, or by the rules and regulations of any governing governmental
agencies or national securities exchanges.](4)
5. TRANSFER OF OPTION. You may not transfer this Option except
by will or the laws of descent and distribution, and, during your
lifetime, only you may exercise this Option.
6. INCORPORATION OF PLAN TERMS. This Option is granted subject to all of
the applicable terms and provisions of the Plan, including but not limited to
the limitations on the Company's obligation to deliver Optioned Shares upon
exercise set forth in Section 9 (Settlement of Awards).
7. MISCELLANEOUS. This Agreement shall be construed and enforced in
accordance with the laws of the State of Delaware, without regard to the
conflict of laws principles thereof and shall be binding upon and inure to the
benefit of any successor or assign of the Company and any executor,
administrator, trustee, guardian, or other legal representative of you.
Capitalized terms used but not defined herein shall have the meaning assigned
under the Plan. This Agreement may be executed in one or more counterparts all
of which together shall constitute but one instrument.
8. TAX CONSEQUENCES. The Company makes no representation or warranty as to
the tax treatment to you of your receipt or exercise of this Option or upon your
sale or other disposition of the Optioned Shares. You should rely on your own
tax advisors for such advice. [In particular, you acknowledge that in any event
this Option will not be treated as an Incentive Option as to any shares acquired
under this Option
(a) more than twelve months after your employment ends, if your
employment ends on account of your death or total and permanent disability, or,
(b) more than three months after your employment ends, if
your employment ends in any other circumstance.](5)
[remainder of page intentionally left blank]
- ----------
4 This Section 4(b) is to be included at the discretion of the Committee
or the Board.
5 Include this text in incentive stock option agreements which by their
terms may remain exercisable more than three months after termination of
employment other than on account of death or disability or more than twelve
months after termination of employment on account of death or disability.
IN WITNESS WHEREOF, the parties have executed this Agreement as a sealed
instrument as of the date first above written.
DOVER SADDLERY, INC.
By: ___________________________ ________________________________
Name: _________________________ Signature of Optionee
Title:_________________________
Optionee's Address:
________________________________
________________________________
________________________________
DOVER SADDLERY, INC.
2005 EQUITY INCENTIVE PLAN
OPTION EXERCISE FORM
Dover Saddlery, Inc.
P.O. Box 1100
525 Great Road
Littleton, MA 01460
Attention: Chief Financial Officer
Dear Sir:
In accordance with and subject to the terms and conditions of the Dover
Saddlery Inc. 2005 Equity Incentive Plan, I hereby elect to exercise my option
granted under the agreement dated ___________________, to purchase
__________________________ ( _______ ) shares of the common stock, par value
$.0001 per share, in Dover Saddlery, Inc. (the "Company").
Enclosed herewith is payment to the Company in the amount of
_____________________________ Dollars ($ __________ ) in full payment of the
option price for said shares.
I HEREBY REPRESENT AND WARRANT THAT I AM ACQUIRING THE SHARES PURCHASED
HEREUNDER FOR INVESTMENT AND NOT WITH A VIEW TO THE SALE OR DISTRIBUTION
THEREOF. I ACKNOWLEDGE I UNDERSTAND THAT SUCH SHARES HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), BY REASON OF THEIR
ISSUANCE IN A TRANSACTION EXEMPT FROM THE REGISTRATION REQUIREMENT OF THE ACT
PURSUANT TO SECTION 4(2) THEREOF AND THAT THE SHARES MAY NOT BE RESOLD OR
OTHERWISE TRANSFERRED EXCEPT PURSUANT TO A REGISTRATION STATEMENT WHICH HAS
BECOME EFFECTIVE UNDER THE ACT UNLESS THE COMPANY DETERMINES THAT SUCH RESALE OR
OTHER TRANSFER MAY BE EFFECTED WITHOUT REGISTRATION UNDER THE ACT BY VIRTUE OF
AN EXEMPTION THEREFROM.
Sincerely yours,
________________________________