EXHIBIT 10.1
BUILD-A-BEAR WORKSHOP, INC.
2000 STOCK OPTION PLAN
1. Purpose of the Plan.
The Build-A-Bear Workshop, Inc. 2000 Stock Option Plan (the "Plan") is
intended as an incentive to, and to encourage ownership of the stock of
Build-A-Bear Workshop, Inc. ("Company") by, certain employees of the Company, a
parent or a subsidiary as well as certain other individuals. It is intended that
certain options granted hereunder will qualify as incentive stock options within
the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the
"Code") (hereinafter referred to as an "Incentive Stock Option") and that other
options granted hereunder will not qualify as Incentive Stock Options.
2. Stock Subject to the Plan.
One million three hundred seventy-four thousand seventy-four ( 1,374,074)
shares of the authorized but unissued common stock, par value of $ 0.01 per
share, of the Company ("Common Stock") have been allocated to the Plan and will
be reserved for issue upon the exercise of options granted under the Plan. The
Company may, in its discretion, use shares held in the treasury in lieu of
authorized but unissued shares. If any such option shall expire or terminate for
any reason without having been exercised in full, the unpurchased shares subject
thereto shall again be available for the purposes of the Plan. Any shares of
Common Stock which are used by an optionee as full or partial payment to the
Company of the purchase price of shares of Common Stock upon exercise of a stock
option shall again be available for the purposes of the Plan.
3. Administration.
The Plan shall be administered by the Committee referred to in Section 4
(the "Committee"). Subject to the express provisions of the Plan, the Committee
shall have plenary authority, in its discretion, to determine the individuals to
whom, and the time or times at which, options shall be granted and the number of
shares to be subject to each option. In making such determinations the Committee
may take into account the nature of the services rendered by the respective
individuals, their present and potential contributions to the Company's success
and such other factors as the Committee, in its discretion, shall deem relevant.
Subject to the express provisions of the Plan, the Committee shall also have
plenary authority to interpret the Plan, to prescribe, amend and rescind rules
and regulations relating to it, to determine the terms and provisions of the
respective stock option agreements (which need not be identical) and to make all
other determinations necessary or advisable for the administration of the Plan.
The Committee's determinations on the matters referred to in this Section 3
shall be conclusive.
4. The Committee.
The Committee shall be comprised of directors on the compensation
committee of the Board of Directors of the Company ("Board of Directors") and
shall at all times be constituted to comply with Rule 16b-3 under the Securities
Exchange Act of 1934, or any successor to such Rule. For calendar years
beginning after the "reliance period" defined in Treas. Reg. Section
1.162-27(f)(2) or any successor thereto with respect to the Company, such
Committee shall consist solely of two or more Outside Directors. For this
purpose, an Outside Director shall mean a director of the Company who:
(1) is not an employee of the Company, a parent or a subsidiary while he
or she is a member of the Committee;
(2) is not a former employee of the Company, a parent or a subsidiary
who receives compensation for prior services (other than benefits
under a tax-qualified retirement plan) during the taxable year;
(3) has not been an Officer of the Company, a parent or a subsidiary;
and
(4) shall not receive Remuneration from the Company, a parent or a
subsidiary either directly or indirectly in any capacity other than
as a director.
"Remuneration" and "Officer" as used herein shall be determined in accordance
with Treas. Reg. Section 1.162-27(e)(3) or any successor thereto.
The Committee shall be appointed by the Board of Directors, which may from
time to time appoint members of the Committee in substitution for members
previously appointed and may fill vacancies, however caused, in the Committee.
The Board of Directors shall select one of the Committee members as its
Chairman, and shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members
present at any meeting at which there is a quorum. Any decision or determination
reduced to writing and signed by all of the members shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary, shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable
5. Eligibility.
Incentive Stock Options may be granted to any individual classified by the
Committee as an employee of the Company, a parent or a subsidiary. The term
"parent" shall mean any corporation (other than Company) in an unbroken chain of
corporations ending with the Company if, at the time of the granting of the
option, each of the corporations other than the Company owns stock possessing
50% or more of the total combined voting power of all classes of stock in one of
the other corporations in such chain, or such other meaning as may be
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hereafter ascribed to it in Section 424 of the Code. The term "subsidiary" shall
mean any corporation (other than the Company) in an unbroken chain of
corporations beginning with the Company if, at the time of the granting of the
option, each of the corporations other than the last corporation in the unbroken
chain owns stock possessing 50% or more of the total combined voting power of
all classes of stock in one of the other corporations in such chain, or such
other meaning as may be hereafter ascribed to it in Section 424 of the Code.
Options which are not Incentive Stock Options may be granted to any individual
selected by the Committee.
6. Option Prices.
(a) Incentive Stock Options. The purchase price of the Common Stock
under each Incentive Stock Option shall not be less than 100% of the fair market
value of the stock at the time of the granting of the option; provided that, in
the case of an optionee who owns more than 10% of the total combined voting
power of all classes of stock of the Company, a parent or a subsidiary, the
purchase price of the Common Stock under each Incentive Stock Option shall not
be less than 110% of the fair market value of the stock on the date such option
is granted. If the Common Stock is publicly traded, such fair market value shall
generally be considered to be the mean between the high and low prices of the
Common Stock as traded on the applicable exchange on the day the option is
granted; provided, however, that the Committee may adopt any other criterion for
the determination of such fair market value as it may determine to be
appropriate.
(b) Options Other Than Incentive Stock Options. The purchase price of
the Common Stock under each option other than an Incentive Stock Option shall be
determined from time to time by the Committee, which need not be uniform for all
optionees.
(c) Exercise - Elections and Restrictions. The purchase price for an
option is to be paid in full upon the exercise of the option, either (i) in
cash, (ii) in the discretion of the Committee, by the tender to the Company
(either actual or by attestation) of shares of the Common Stock, already owned
by the optionee for a period of at least six months as of the date of tender and
registered in his or her name, having a fair market value equal to the cash
exercise price of the option being exercised, with the fair market value of such
stock to be determined in such appropriate manner as may be provided for by the
Committee or as may be required in order to comply with, or to conform to the
requirements of, any applicable laws or regulations, or (iii) in the discretion
of the Committee, by any combination of the payment methods specified in clauses
(i) and (ii) hereof; provided that, no shares of Common Stock may be tendered in
exercise of an Incentive Stock Option if such shares were acquired by the
optionee through the exercise of an Incentive Stock Option unless (a) such
shares have been held by the optionee for at least one year and (b) at least two
years have elapsed since such prior Incentive Stock Option was granted. The
Committee may, after consideration of any potential accounting consequences,
cause the Company to loan the option price to the optionee or to guaranty that
any shares to be issued will be delivered to a broker or lender in order to
allow the optionee to borrow the option price. The Committee may provide in an
option agreement that payment in full of the option
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price need not accompany the written notice of exercise provided that the notice
of exercise directs that the certificate or certificates for the shares of
Common Stock for which the option is exercised be delivered to a licensed broker
acceptable to the Company as the agent for the individual exercising the option
and, at the time such certificate or certificates are delivered, the broker
tenders to the Company cash (or cash equivalents acceptable to the Company)
equal to the option price for the shares of Common Stock purchased pursuant to
the exercise of the option plus the amount (if any) of any withholding
obligations on the part of the Company. The proceeds of sale of stock subject to
option are to be added to the general funds of the Company or to the shares of
the Common Stock held in its Treasury, and used for its corporate purposes as
the Board of Directors shall determine.
7. Incentive Stock Option Amounts Limit.
The maximum aggregate fair market value (determined at the time an option
is granted in the same manner as provided for in Section 6 hereof) of the Common
Stock with respect to which Incentive Stock Options are exercisable for the
first time by any optionee during any calendar year (under all plans of the
Company, a parent and a subsidiary) shall not exceed $100,000.
8. Exercise of Options.
The term of each option shall be not more than ten (10) years from the
date of granting thereof or such shorter period as is prescribed in Section 9;
provided that, in the case of an option holder who owns more than ten percent
(10%) of the total combined voting power of all classes of stock of the Company,
a parent or a subsidiary, the term of any Incentive Stock Option shall not be
more than five (5) years from the date of granting thereof or such shorter
period as prescribed in Section 9 below. Within such limit, options will be
exercisable at such time or times, and subject to such restrictions and
conditions, as the Committee shall, in each instance, approve, which need not be
uniform for all optionees; provided, however, that except as provided in
Sections 9 and 10, no Incentive Stock Option may be exercised at any time unless
the optionee is then an employee of the Company, a parent or a subsidiary and
has been so employed continuously since the granting of the option. The holder
of an option shall have none of the rights of a shareholder with respect to the
shares subject to option until such shares shall be issued to him or her upon
the exercise of his or her option. Upon the exercise of an option, the Committee
shall withhold a sufficient number of shares to satisfy the Company's minimum
required statutory withholding obligations for any taxes incurred as a result of
such exercise (based on the minimum statutory withholding rates for federal and
state tax purposes, including payroll taxes); provided that, in lieu of all or
part of such withholding, the optionee may pay an equivalent amount of cash to
the Company.
9. Termination of Employment.
9.1 In General.
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The holder of any option issued hereunder must exercise the option prior
to his or her termination of employment, except that if the employment of an
optionee terminates with the consent and approval of his or her employer, the
Committee may, in its absolute discretion, permit the optionee to exercise his
or her option, to the extent that he or she was entitled to exercise it at the
date of such termination of employment, at any time within three (3) months or
such longer period as approved by the Committee after such termination, but not
after ten (10) years (or five (5) years, if applicable) from the date of the
granting thereof. Notwithstanding the preceding, the Committee may, in an
optionee's stock option agreement, afford an optionee who terminates employment
other than for cause, the right to exercise his or her option, to the extent
that he or she was entitled to exercise it at such date of termination of
employment, at any time within three (3) months or such longer period as
approved by the Committee after such termination, but not after ten (10) years
(or five (5) years, if applicable) from the date of granting thereof.
9.2 Disability.
If the optionee terminates employment on account of disability, his or her
option shall become fully vested (if not already fully vested) and the optionee
may exercise such option at any time within one year of the termination of his
or her employment but not after ten (10) years (or five (5) years, if
applicable) from the date of the granting thereof. For this purpose, a person
shall be deemed to be disabled if he or she is permanently and totally disabled
within the meaning of Section 422(c)(6) of the Code, which, as of the date
hereof, shall mean that he or she is unable to engage in any substantial gainful
activity by reason of any medically determinable physical or mental impairment
which can be expected to result in death or which has lasted or can be expected
to last for a continuous period of not less than 12 months. A person shall be
considered disabled only if he or she furnishes such proof of disability as the
Committee may require.
9.3 Transfers and Leaves of Absence.
Options granted under the Plan shall not be affected by any change of
employment so long as the holder continues to be an employee of the Company, a
parent or a subsidiary thereof. The option agreements may contain such
provisions as the Committee shall approve with reference to the effect of
approved leaves of absence.
9.4 No Right to Continued Employment.
Nothing in the Plan or in any option granted pursuant to the Plan shall
confer on any individual any right to continue in the employ of the Company, a
parent or a subsidiary or interfere in any way with the right of the Company, a
parent or a subsidiary thereof to terminate his or her employment at any time.
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10. Death of Holder of Option.
In the event of the death of an individual to whom an option has been
granted under the Plan, while he or she is employed by the Company, a parent or
a subsidiary or within three (3) months after the termination of his or her
employment (or one year in the case of the termination of employment of an
option holder who is disabled as provided above in Section 9), the option
theretofore granted to him or her shall become fully vested (if not already
fully vested) and may be exercised by a legatee or legatees of the option holder
under his or her last will, or by his or her personal representatives or
distributees, at any time within a period of one year after his or her death,
but not after ten (10) years (or five (5) years, if applicable) from the date of
granting thereof and only if and to the extent that he or she was entitled to
exercise the option at the date of his or her death.
11. Transferability of Options.
The Committee may provide in option agreements that options, other than
Incentive Stock Options, are transferable. Transferability may be subject to
such conditions and limitations as the Committee deems appropriate. Except to
the extent otherwise expressly set forth in the option agreement, each option
granted under the Plan shall, by its terms, be non-transferable otherwise than
by will or the laws of descent and distribution and an option may be exercised,
during the lifetime of the holder thereof, only by the optionee or his or her
guardian or legal representative.
12. Successive Option Grants.
Successive option grants may be made to any holder of options under the
Plan.
13. Investment Purpose.
Each option under the Plan shall be granted only on the condition that all
purchases of stock thereunder shall be for investment purposes, and not with a
view to resale or distribution, except that the Committee may make such
provision with respect to options granted under this Plan as it deems necessary
or advisable for the release of such condition upon the registration with the
Securities and Exchange Commission of stock subject to the option, or upon the
happening of any other contingency warranting the release of such condition.
14. Adjustments Upon Changes in Capitalization or Corporate Acquisitions.
Notwithstanding any other provisions of the Plan, the option agreements
may contain such provisions as the Committee shall determine to be appropriate
for the adjustment of the number and class of shares subject to each outstanding
option and the option prices in the event of changes in the outstanding Common
Stock by reason of stock dividends, recapitalization, mergers, consolidations,
split-ups, combinations or exchanges of shares and the like, and, in the
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event of any such change in the outstanding Common Stock, the aggregate number
and class of shares available under the Plan and the maximum number of shares as
to which options may be granted to any individual shall be appropriately
adjusted by the Committee, whose determination shall be conclusive. In the event
the Company, a parent or a subsidiary enters into a transaction described in
Section 424(a) of the Code with any other corporation, the Committee may grant
options to employees or former employees of such corporation in substitution of
options previously granted to them upon such terms and conditions as shall be
necessary to qualify such grant as a substitution described in Section 424(a) of
the Code.
15. Amendment and Termination.
The Board of Directors may at any time terminate the Plan, or make such
modifications to the Plan as it shall deem advisable; provided, however, that
the Board of Directors may not, without further approval by the holders of
Common Stock, increase the maximum numbers of shares as to which options may be
granted under the Plan (except under the anti-dilution provisions in Section
15), or change the class of employees to whom options may be granted, or
withdraw the authority to administer the Plan from a committee whose members
satisfy the requirements of Section 4. No termination or amendment of the Plan
may, without the consent of the optionee to whom any option shall theretofore
have been granted, adversely affect the rights of such optionee under such
option.
16. Effectiveness of the Plan.
The Plan shall become effective upon adoption by the Board of Directors
subject, however, to its further approval by the shareholders of the Company
given within twelve (12) months of the date the Plan is adopted by the Board of
Directors at a regular meeting of the shareholders or at a special meeting duly
called and held for such purpose. Grants of options may be made prior to such
shareholder approval but all option grants made prior to shareholder approval
shall be subject to the obtaining of such approval and if such approval is not
obtained, such options shall not be effective for any purpose.
17. Time of Granting of Options.
An option grant under the Plan shall be deemed to be made on the date on
which the Committee, by formal action of its members duly recorded in the
records thereof, makes an award of an option to an eligible employee of the
Company, a parent or a subsidiary (but in no event prior to the adoption of the
Plan by the Board of Directors); provided that, such option is evidenced by a
written option agreement duly executed on behalf of the Company and on behalf of
the optionee within a reasonable time after the date of the Committee action.
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18. Term of Plan.
This Plan shall terminate ten (10) years after the date on which it is
approved and adopted by the Board of Directors and no option shall be granted
hereunder after the expiration of such ten-year period. Options outstanding at
the termination of the Plan shall continue in accordance with their terms and
shall not be affected by such termination.
* * *
The foregoing Plan was approved and adopted by the Board of Directors on
April 3, 2000.
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BUILD-A-BEAR WORKSHOP, INC.
2000 STOCK OPTION PLAN
WHEREAS, Build-A-Bear Workshop, Inc. ("Company") previously established
the Build-A-Bear Workshop, Inc. 2000 Stock Option Plan ("Plan"); and
WHEREAS, the Company desires to amend Section 9 of the Plan concerning
the effect of a termination of employment on an optionee's ability to exercise
an option;
NOW, THEREFORE, Section 9 of the Plan is amended by deleting Section
9.1 in its entirety and replacing it to read as follows:
9.1 In General.
The holder of any option issued hereunder must exercise the option
prior to his or her termination of employment, except that if the employment of
an optionee terminates with the consent and approval of his or her employer, the
Committee may, in its absolute discretion, permit the optionee to exercise his
or her option, to the extent that he or she was entitled to exercise it at the
date of such termination of employment, at any time within three (3) months or
such longer period as approved by the Committee after such termination, but not
after ten (10) years (or five (5) years, if applicable) from the date of the
granting thereof. Notwithstanding the preceding, the Committee may, in an
optionee's stock option agreement, afford an optionee who terminates employment
other than for cause, the right to exercise his or her option, to the extent
that he or she was entitled to exercise it at such date of termination of
employment, at any time within three (3) months or such longer period as
approved by the Committee after such termination, but not after ten (10) years
(or five (5) years, if applicable) from the date of granting thereof.
IN WITNESS WHEREOF, the Company has caused this amendment to be
effective as of this 13th day of September 2001.
BUILD-A-BEAR WORKSHOP, INC.
By /s/ MAXINE CLARK
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