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Exhibit 10.2
1994 Stock Option Plan
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1994 STOCK OPTION PLAN
OF SPECIALTY RETAIL GROUP, INC.
1. Purpose
Specialty Retail Group, Inc. (the "Corporation") desires to
attract and retain the best available talent and encourage the highest level of
performance in order to continue to serve the best interests of the Corporation
and its shareholders. By affording key personnel, directors and consultants the
opportunity to acquire proprietary interests in the Corporation and by providing
them incentives to put forth maximum efforts for the success of the business,
the 1994 Stock Option Plan of Specialty Retail Group, Inc. (the "1994 Plan") is
expected to contribute to the attainment of those objectives.
2. Scope and Duration
Options under the 1994 Plan may be granted in the form of
incentive stock options ("Incentive Options") as provided in Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code"), or in the form of
nonqualified stock options ("Nonqualified Options"). (Unless otherwise
indicated, references in the 1994 Plan to "options" include Incentive Options
and Nonqualified Options.) The maximum aggregate number of shares as to which
options may be granted from time to time under the 1994 Plan is 300,000 shares
of the Common Stock of the Corporation ("Common Stock"), which shares may be, in
whole or in part, authorized but unissued shares or shares reacquired by the
Corporation. If an option shall expire, terminate or be surrendered for
cancellation for any reason without having been exercised in full, the shares
represented by the option or any portion thereof not so exercised shall (unless
the 1994 Plan shall have been terminated) become available for subsequent option
grants under the 1994 Plan. As provided in paragraph 13, the 1994 Plan shall
become effective on October 26, 1994, and unless terminated sooner pursuant to
paragraph 14, the 1994 Plan shall terminate on October 25, 2004, and no option
shall be granted hereunder after that date.
3. Administration
The 1994 Plan shall be administered by the Board of Directors, or
by a committee which is appointed by the Board of Directors to perform such
function (the "Committee"). The Committee shall consist of not less than two
members of the Board of Directors.
The Board of Directors or the Committee, as the case may be, shall
have plenary authority in its discretion, subject to and not inconsistent with
the express provisions of the 1994 Plan, to grant options, to determine the
purchase price of the
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Common Stock covered by each option, the term of each option, the persons to
whom, and the time or times at which, options shall be granted and the number of
shares to be covered by each option; to designate options as Incentive Options
or Nonqualified Options; to interpret the 1994 Plan; to prescribe, amend and
rescind rules and regulations relating to the 1994 Plan; to determine the terms
and provisions of the option agreements (which need not be identical) entered
into in connection with options under the 1994 Plan; and to make all other
determinations deemed necessary or advisable for the administration of the 1994
Plan. The Board of Directors or the Committee, as the case may be, may delegate
to one or more of its members or to one or more agents such administrative
duties as it may deem advisable, and the Board of Directors or the Committee, as
the case may be, or any person to whom it has delegated duties as aforesaid may
employ one or more persons to render advice with respect to any responsibility
the Board of Directors or the Committee, as the case may be, or such person may
have under the 1994 Plan.
4. Eligibility; Factors to be Considered in Granting Options
Incentive Options shall be limited to persons who are employees of
the Corporation or its present and future subsidiaries and at the grant of any
option are in the employ of the Corporation or its present or future
subsidiaries. In determining the employees to whom Incentive Options shall be
granted and the number of shares to be covered by each Incentive Option, the
Board of Directors or the Committee, as the case may be, shall take into account
the nature of employees' duties, their present and potential contributions to
the success of the Corporation and such other factors as it shall deem relevant
in connection with accomplishing the purposes of the 1994 Plan. An option holder
who has been granted an option or options under the 1994 Plan may be granted an
additional option or options, subject, in the case of Incentive Options, to such
limitations as may be imposed by the Code on such options. Except as provided
below, Nonqualified Options may be granted to any person, including, but not
limited to, employees, independent agents, consultants, attorneys and
non-employee directors who the Board of Directors or the Committee, as the case
may be, believes has contributed, or will contribute, to the success of the
Corporation.
5. Option Price
The purchase price of the Common Stock covered by each option
shall be determined by the Board of Directors or the Committee, as the case may
be, and in the case of Incentive Options shall not be less than 100% of the Fair
Market Value (as defined in paragraph 15 below) of a share of the Common Stock
on the date on which the option is granted. In the case of Nonqualified Options,
the purchase price under the option shall be the Fair Market Value. Such price
shall be subject to adjustment as provided in paragraph 12 below. The Board of
Directors or the Committee, as the case may be, shall determine the date on
which an option is granted; in the absence of such
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determination, the date on which the Board of Directors or the Committee, as the
case may be, adopts a resolution granting an option shall be considered the date
on which such option is granted.
6. Term of Options
The term of each option shall be not more than ten years from the
date of grant, as the Board of Directors or the Committee, as the case may be,
shall determine, subject to earlier termination as provided in paragraphs 10 and
11 below.
7. Exercise of Options
(a) The Board of Directors or the Committee, as the case may
be, may, in any case or cases, prescribe that the option will only be
exercisable in specified cumulative or noncumulative installments or provide for
acceleration of the rights of exercise provided in the option under such
circumstances as it deems appropriate.
(b) An option may be exercised, at any time or from time to
time (subject, in the case of Incentive Options, to such restrictions as may be
imposed by the Code), as to any or all full shares as to which the option has
become exercisable until the expiration of the period set forth in paragraph 6
hereof, by the delivery to the Corporation, at its principal place of business
in the Bronx, New York, of (i) written notice of exercise in the form specified
by the Board of Directors or the Committee, as the case may be, specifying the
number of shares of Common Stock with respect to which the option is being
exercised and signed by the person exercising the option as provided herein;
(ii) payment of the purchase price; and (iii) in the case of Nonqualified
Options, payment in cash of all withholding tax obligations imposed on the
Corporation by reason of the exercise of the option. Upon acceptance of such
notice, receipt of payment in full, and receipt of payment of all withholding
tax obligations, the Corporation shall cause to be issued a certificate
representing the shares of Common Stock purchased. In the event the person
exercising the option delivers the items specified in (i) and (ii) of this
subparagraph (b), but not the item specified in (iii) hereof, if applicable, the
option shall still be considered exercised upon acceptance by the Corporation
for the full number of shares of Common Stock specified in the notice of
exercise but the actual number of shares issued shall be reduced by the smallest
number of whole shares of Common Stock which, when multiplied by the Fair Market
Value of the Common Stock as of the date the option is exercised, is sufficient
to satisfy the required amount of withholding tax.
(c) The purchase price of the shares as to which an option is
exercised shall be paid in full at the time of exercise. Payment shall be made
(i) in cash, which may be paid by check or other instrument acceptable to the
Corporation; (ii) subject to compliance with applicable laws and regulations and
such conditions as the Board of Directors or the Committee, as the case may be,
may impose, in its sole discretion, on a
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case-by-case basis, by delivery of shares of Common Stock of the Corporation
owned either (x) by the option holder prior to exercise of the option or (y) by
the option holder as a result of the exercise of the option, as is equal in
value (as determined by its Fair Market Value, as defined in paragraph 15 below,
at the close of business on the last business day before the date of delivery)
to the purchase price or (iii) by delivery of any combination of cash and such
shares of the Company's Common Stock (valued as set forth above) which, in the
aggregate, is equal in value to the purchase price; provided, however, that with
respect to Incentive Options, no such discretion may be exercised unless the
option agreement permits the payment of the purchase price in that manner.
8. Incentive Options
(a) With respect to Incentive Options granted, the aggregate
Fair Market Value (determined in accordance with the provisions of paragraph 15
at the time the Incentive Option is granted) of the Common Stock or any other
stock of the Corporation or its current or future subsidiary corporations with
respect to which incentive stock options, as defined in Section 422A of the
Code, are exercisable for the first time by any employee during any calendar
year (under all incentive stock option plans of the Corporation and its parent
and subsidiary corporations, as those terms are defined in Section 425 of the
Code) shall not exceed $100,000.
(b) No Incentive Option may be awarded to any employee who
immediately prior to the date of the granting of such Incentive Option owns more
than 10% of the combined voting power of all classes of stock of the Corporation
or any of its subsidiaries unless the exercise price under the Incentive Option
is at least 110% of the Fair Market Value and the Option expires within 5 years
from the date of grant.
(c) In the event of amendments to the Code or applicable
regulations relating to Incentive Options subsequent to the date hereof, the
Corporation may amend the provisions of the 1994 Plan, and the Corporation and
the employees holding options may agree to amend outstanding option agreements,
to conform to such amendments.
9. Non-Tranferability of Options
Incentive Options granted under the 1994 Plan shall not be
transferable otherwise than by will or the laws of descent and distribution, and
Incentive Options may be exercised during the lifetime of the employee only by
the employee.
10. Termination of Employment
In the event that the employment of an employee to whom an option
has been granted under the 1994 Plan shall be terminated (except as set forth in
paragraph 11 below), such option may be, subject to the provisions of the 1994
Plan, exercised (to the
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extent that the employee was entitled to do so at the termination of his
employment) at any time within 30 days after such termination, but not later
than the date on which the option terminates; provided, however, that any option
which is held by an employee whose employment is terminated for cause shall, to
the extent not theretofore exercised, automatically terminate as of the date of
termination of employment. As used herein, "cause" shall mean conduct amounting
to fraud, dishonesty, negligence, or engaging in competition or solicitations in
competition with the Corporation, or any of its current or future subsidiaries,
and breaches of any applicable employment agreement between the Corporation, or
any of its current or future subsidiaries, and such employee. Options granted to
employees under the 1994 Plan shall not be affected by any change of duties or
position as long as the holder continues to be a regular employee of the
Corporation or any of its current or future subsidiaries. Any option agreement
or any rules and regulations relating to the 1994 Plan may contain such
provisions as the Board of Directors or the Committee, as the case may be, shall
approve with reference to the determination of the date employment terminates
and the effect of leaves of absence. Nothing in the 1994 Plan or in any option
granted pursuant to the 1994 Plan shall confer upon any employee any right to
continue in the employ of the corporation or any of its subsidiaries or
interfere in any way with the right of the Corporation or any such subsidiary to
terminate such employment at any time.
11. Death of Employee
If an employee to whom an option has been granted under the 1994
Plan shall die while employed by the Corporation or a subsidiary or within 30
days after the termination of such employment (other than termination for
cause), such option may be exercised, to the extent exercisable by the employee
on the date of death, by a legatee or legatees of the employee under the
employee's last will, or by the employee's personal representatives or
distributees, at any time within six months after the date of the employee's
death, but not later than the date on which the option terminates.
12. Adjustments Upon Changes in Capitalization, Etc.
Notwithstanding any other provision of the 1994 Plan, the Board of
Directors or the Committee, as the case may be, may, at any time, make or
provide for such adjustments to the 1994 Plan, to the number and class of shares
issuable thereunder or to any outstanding options as it shall deem appropriate
to prevent dilution or enlargement of rights, including adjustments in the event
of changes in the outstanding Common Stock by reason of stock dividends,
split-ups, recapitalization, mergers, consolidations, combinations or exchanges
of shares, separations, reorganizations, liquidations and the like. In the event
of any offer to holders of Common Stock generally relating to the acquisition of
their shares, the Board of Directors or the Committee, as the case may be, may
make such adjustment as it deems equitable in respect of outstanding options and
rights, including in its discretion revision of outstanding options and rights
so
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that they may be exercisable for the consideration payable in the acquisition
transaction. Any such determination by the Board of Directors or the Committee,
as the case may be, shall be conclusive. Any fractional shares resulting from
such adjustments shall be eliminated.
13. Effective Date
The 1994 Plan shall become effective on October 26, 1994, provided
that the shareholders of the Corporation shall have, on or before October 25,
1995, approved the 1994 Plan. Options may be granted under the 1994 Plan prior
to such approval, but each such option shall be subject to such approval of the
1994 Plan by the shareholders of the Corporation. If the 1994 Plan shall not be
so approved, all options granted thereunder shall be of no effect. The date of
grant of any option granted prior to such approval by the shareholders shall be
determined for all purposes as if the option had not been subject to such
approval; provided, however, no option granted under the 1994 Plan may be
exercised prior to the approval of the 1994 Plan by the shareholders of the
Corporation.
14. Termination and Amendment
The Board of Directors of the Corporation may suspend, terminate,
modify or amend the 1994 Plan, provided that any amendment that would increase
the aggregate number of shares which may be issued under the 1994 Plan,
materially increase the benefits accruing to participants under the 1994 Plan,
or materially modify the requirements as to eligibility, for participation in
the 1994 Plan, shall be subject to the approval of the Corporation's
shareholders, except that any such increase or modification that may result from
adjustments authorized by paragraph 12 does not require such approval. No
suspension, termination, modification or amendment of the 1994 Plan may, without
the consent of the option holder to whom an option shall theretofore have been
granted, affect the rights of such option holder under such option.
15. Miscellaneous
As said term is used in the 1994 Plan, the "Fair Market Value" of
a share of Common Stock on any day means: (a) if the principal market for the
Common Stock is a national securities exchange or the NASDAQ National Market
System, the closing sales price of the Common Stock on such day as reported by
such exchange or market system, or on a consolidated tape reflecting
transactions on such exchange or market system, or (b) if the principal market
for the Common Stock is not a national securities exchange or the NASDAQ
National Market System and the Common Stock is quoted on the National
Association of Securities Dealers Automated Quotations System, the mean between
the closing bid and the closing asked prices for the Common Stock on such day as
quoted on such System, or (c) if the principal market for the Common Stock is
not a national securities exchange or the NASDAQ National Market System and the
Common
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Stock is not quoted on the National Association of Securities Dealers Automated
Quotations System, the mean between the highest bid and lowest asked prices for
the Common Stock on such day as reported by the National Quotation Bureau, Inc.;
provided that if clauses (a), (b) and (c) of this paragraph are all
inapplicable, or if no trades have been made or no quotes are available for such
day, the Fair Market Value of Common Stock shall be determined by the Board of
Directors or the Committee, as the case may be, and such determination shall be
conclusive as to the Fair Market Value of the Common Stock.
The Board of Directors or the Committee, as the case may be, may
require, as a condition to the exercise of any options granted under the 1994
Plan, that to the extent required at the time of exercise (i) the shares of
Common Stock reserved for purposes of the 1994 Plan shall be duly listed, upon
official notice of issuance, upon stock exchange(s) on which the Common Stock is
listed, (ii) a Registration Statement under the Securities Act of 1933, as
amended, with respect to such shares shall be effective, and/or (iii) the person
exercising such option deliver to the Corporation such documents, agreements and
investment and other representations as the Board of Directors or the Committee,
as the case may be, shall determine to be in the best interests of the
Corporation.
During the term of the 1994 Plan, the Board of Directors or the
Committee, as the case may be, in its discretion, may offer one or more option
holders the opportunity to surrender any or all unexpired options for
cancellation or replacement. If any options are so surrendered, the Board of
Directors or the Committee, as the case may be, may then grant new Nonqualified
or Incentive Options to such holders for the same or different numbers of shares
at higher or lower exercise prices than the surrendered options. Such new
options may have a different term and shall be subject to the provisions of the
1994 Plan the same as any other option.
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