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EXHIBIT 10.1
VENATOR GROUP DIRECTORS STOCK OPTION PLAN
1. PURPOSE
The purpose of the Venator Group Directors Stock Option Plan (the
"Plan") is to promote the interests of Venator Group, Inc. (the "Company") and
its shareholders by increasing the proprietary interest of non-employee
directors in the growth and performance of the Company by granting such
directors options to purchase shares of common stock.
2. ADMINISTRATION
The Plan shall be administered by the Company's Board of Directors
(the "Board"). Subject to the provisions of the Plan, the Board shall be
authorized to interpret the Plan, to establish, amend, and rescind any rules
and regulations relating to the Plan and to make all other determinations
necessary or advisable for the administration of the Plan; provided, however,
that the Board shall have no discretion with respect to the selection of
directors to receive options, the number of shares subject to any such options,
the purchase price thereunder or the timing of grants of options under the
Plan. The determinations of the Board in the administration of the Plan, as
described herein, shall be final and conclusive. The Secretary of the Company
shall be authorized to implement the Plan in accordance with its terms and to
take such actions of a ministerial nature as shall be necessary to effectuate
the intent and purpose thereof. The validity, construction and effect of the
Plan and any rules and regulations relating to the Plan shall be determined in
accordance with the laws of the State of New York.
3. ELIGIBILITY
The class of individuals eligible to receive grants of options shall
be directors of the Company who are not employees of the Company or its
affiliates ("Eligible Directors"). Any holder of an option hereunder shall
hereinafter be referred to as a "Participant."
4. SHARES SUBJECT TO THE PLAN
Subject to adjustment as provided in Section 6, an aggregate of
100,000 shares of the Company's Common Stock, $.01 per share ("Shares"), shall
be available for issuance under the Plan. The Shares deliverable upon the
exercise of options may be made available from authorized but unissued Shares
or treasury Shares. If any option granted under the Plan shall be terminated
for any reason without having been exercised, the Shares subject to, but not
delivered under, such option shall be available for issuance under the Plan.
5. GRANT, TERMS AND CONDITIONS OF OPTIONS
(a) Subject to shareholder approval of the Plan, each Eligible
Director on the date of such approval will be granted on such date an option to
purchase that number of shares having a market value of $50,000 on the date of
grant. Such market value shall be determined by dividing 50,000 by the Fair
Market Value of a Share on the date of grant. "Fair Market Value" shall mean
the average of the high and low prices of a Share as reported for such date on
the Composite Tape for New York Stock Exchange-Listed Stocks, or, if the Shares
were not traded on the New
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York Stock Exchange on such date, the "Fair Market Value" of a Share as of such
date shall be the average of the high and low prices of a Share as reported on
said Composite Tape on the next preceding date on which such trades were
reported on said Composite Tape.
(b) Each Eligible Director on the first business day of a fiscal
year of the Company beginning thereafter, will be granted on such a day an
option to purchase that number of shares having a market value of $50,000 on
the date of grant. Such market value shall be determined by dividing 50,000 by
the Fair Market Value on the date of grant.
(c) The options granted will be nonstatutory stock options not
intended to qualify under Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code") and shall have the following terms and conditions:
(i) Price. The purchase price per Share deliverable upon
the exercise of each option shall be 100 percent of the Fair Market Value per
Share on the date the option is granted.
(ii) Payment. Options may be exercised only upon the cash
payment of the purchase price thereof in full.
(iii) Exercisability and Term of Options. Options shall
become exercisable in three equal annual installments commencing on the first
anniversary of the date of grant, provided the holder of such Option is an
Eligible Director on such anniversary, and shall be exercisable until the
earlier of ten years from the date of grant or the expiration of the one-year
period from the date upon which the Participant ceases to be a Director,
provided that in no event shall the options be exercisable beyond the period
provided for in paragraph (iv) below.
(iv) Termination of Service as Eligible Director. Upon
termination of a Participant's service as a director of the Company for any
reason, all outstanding options held by such Eligible Director, to the extent
then exercisable, shall be exercisable in whole or in part for a period of one
year from the date upon which the Participant ceases to be a Director, provided
that in no event shall the options be exercisable beyond the period provided
for in paragraph (iii) above.
(v) Nontransferability of Options. No option may be
assigned, alienated, pledged, attached, sold or otherwise transferred or
encumbered by a Participant otherwise than by will or the laws of descent and
distribution, and during the lifetime of the Participant to whom an option is
granted, it may be exercised only by the Participant or by the Participant's
guardian or legal representative.
(vi) Option Agreement. Each option granted hereunder shall
be evidenced by an agreement with the Company which shall contain the terms and
provisions set forth herein and shall otherwise be consistent with the
provisions of the Plan.
6. ADJUSTMENT OF AND CHANGES IN SHARES
In the event of a stock split, stock dividend, extraordinary cash
dividend, subdivision or combination of the Shares or other change in corporate
structure affecting the Shares, the number of Shares authorized by the Plan
shall be increased or decreased proportionately, as the
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case may be, and the number of Shares subject to any outstanding option shall
be increased or decreased proportionately, as the case may be, with appropriate
corresponding adjustment in the purchase price per Share thereunder.
7. NO RIGHTS OF SHAREHOLDERS
Neither a Participant nor a Participant's legal representative shall be, or
have any of the rights and privileges of, a shareholder of the Company in
respect of any Shares that may be purchased under any option, in whole or in
part, unless and until certificates for such Shares shall have been issued.
8. PLAN AMENDMENTS
The Plan may be amended by the Board as it shall deem advisable or to
conform to any change in any law or regulation applicable thereto; provided,
that the Board may not, without the authorization and approval of shareholders
of the Company:
- increase the number of Shares which may be purchased
pursuant to options hereunder, either individually or in
the aggregate, except as permitted by Section 6,
- change the requirement of Section 5(b) that option grants
be priced at Fair Market Value, except as permitted by
Section 6,
- modify in any respect the class of individuals who
constitute Eligible Directors or
- materially increase the benefits accruing the
Participants hereunder.
9. LISTING AND REGISTRATION
Each Share shall be subject to the requirement that if at any time the Board
shall determine, in its discretion, that the listing, registration or
qualification of the Shares upon any securities exchange or under any state or
federal law, or the consent or approval of any governmental regulatory body, is
necessary or desirable as a condition of, or in connection with, the granting
of such Shares, no such Shares may be disposed of unless such listing,
registration, qualification, consent or approval shall have been effected or
obtained free of any condition not acceptable to the Board.
10. EFFECTIVE DATE AND DURATION OF PLAN
The Plan shall become effective on the date the Company's shareholders
approve the Plan. The Plan shall terminate on the day following the 2010 annual
shareholders meeting unless the Plan is extended or terminated at an earlier
date or is terminated by exhaustion of the Shares available for issuance
hereunder.
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