EXHIBIT A
RAWLINGS SPORTING GOODS COMPANY, INC.
2000 NON-EMPLOYEE DIRECTORS' STOCK PLAN
1. PURPOSE. The purpose of this 2000 Non-Employee Directors'
Stock Plan (the "Plan") of Rawlings Sporting Goods Company, Inc.
(the "Company") to promote ownership by non-employee directors of
a greater proprietary interest in the Company, thereby aligning
such directors' interests more closely with the interests of
stockholders of the Company, and assist the Company in attracting
and retaining highly qualified persons to serve as non-employee
directors.
2. DEFINITIONS. In addition to terms defined elsewhere in the
Plan, the following are defined terms under the Plan:
(a) "Code" means the Internal Revenue Code of 1986, as amended.
References to any provision of the Code include regulations
thereunder and successor provisions and regulations.
(b) "Deferred Stock" means the credits to a Participant's
deferral account under Section 7 each of which represents the
right to receive one share of Stock upon settlement of the
deferral account. Deferral accounts, and Deferred Stock credited
thereto, are maintained solely as bookkeeping entries by the
Company evidencing unfunded, generally non-transferable
obligations of the Company.
(c) "Exchange Act" means the Securities Exchange Act of 1934, as
amended. References to any provision of the Exchange Act include
rules thereunder and successor provisions and rules.
(d) "Fair Market Value" of Stock means the closing price of the
Stock on the nearest day preceding the date on which such value
is to be determined on which there was a trade, as reported for
such day in the table entitled "Nasdaq National Market Issues"
contained in THE WALL STREET JOURNAL or an equivalent successor
table.
(e) "Option" means the right, granted to a Participant under
Section 6, to purchase Stock at the specified exercise price for
a specified period of time under the Plan.
(f) "Participant" means a director who is eligible to receive,
and is granted Options or Stock, or who defers fees in the form
of Deferred Stock, under the Plan.
(g) "Stock" means the Common Stock, $.01 par value, of the
Company and such other securities as may be substituted for Stock
or such other securities pursuant to Section 8.
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3. SHARES AVAILABLE UNDER THE PLAN. The total number of shares
of Stock reserved and available for delivery under the Plan is
25,000, subject to adjustment as provided in Section 8 below.
Such shares may be authorized but unissued shares or treasury
shares. If any Option expires or terminates for any reason
without having been exercised in full, the shares subject to the
unexercised portion of such Option will again be available for
delivery under the Plan.
4. ADMINISTRATION OF THE PLAN. The Plan will be administered by
the Board of Directors of the Company, provided that any action
by the Board of Directors relating to the Plan will be taken only
if, in addition to any other required vote, approved by the
affirmative vote of a majority of the directors who are not then
eligible to participate under the Plan.
5. ELIGIBILITY. Each director of the Company who, on any date
on which an Option is to be granted under Section 6 or on which
fees are to be deferred under Section 7, is not, and has not been
during the preceding three months, an employee of the Company or
any parent or subsidiary of the Company will be eligible to
receive Options or defer fees under the Plan at such date. No
person other than those specified in this Section 5 will
participate in the Plan.
6. STOCK OPTIONS. An Option to purchase 2,500 shares of Stock
will be granted to each person who is first elected or appointed
to serve as a director of the Company, such grant to be effective
at the date of such first election or appointment, if such
director is then eligible to receive an Option grant. An Option
to purchase 1,000 shares of Stock will be granted to each person
who is a director of the Company at the close of business of each
annual meeting of stockholders at which directors (or a class of
directors if the Company then has a classified Board of
Directors) are elected or reelected by the Company's stockholders
if such director is then eligible to receive an Option grant.
The foregoing notwithstanding, no director may be granted more
than one award of Options in a given calendar year. The Options
granted pursuant to this Plan replace the grants which would
otherwise be provided for pursuant to the 1994 Non-Employee
Directors Stock Plan and no further grants shall be made under
such other plan. Options granted under the Plan will be non-
qualified stock options which will be subject to the following
terms and conditions:
(a) EXERCISE PRICE. The exercise price per share of Stock
purchasable under an Option will be equal to 100% of the Fair
Market Value of Stock on the date of grant of the Option;
provided, however, that the exercise price per share of Stock
purchasable under Options granted upon commencement of the IPO
shall be the IPO price.
(b) OPTION TERM. Each Option will expire at the earlier of (i)
ten years after the date of grant, (ii) 36 months after the
Participant ceases to serve as a director of the Company due to
death, disability, or retirement at or after age 65, or (iii) 12
months after the Participant ceases to serve as a director of the
Company for any reason other than death, disability, or
retirement at or after age 65.
(c) EXERCISABILITY. Each Option will become exercisable as to
25% of the Option Shares in cumulative installments on the first,
second, third and fourth anniversaries of the date of grant, and
will thereafter remain exercisable until the Option expires;
provided,<PAGE> however, that an Option previously granted to a
Participant (i) will be fully exercisable after the Participant
ceases to serve as a director of the Company due to death,
disability, or retirement at or after age 65, and (ii) will be
exercisable after the Participant ceases to serve as a director
of the Company for any reason other than death, disability, or
retirement at or after age 65 only to the extent that the Option
was exercisable at the date of such cessation of service.
(d) METHOD OF EXERCISE. Each Option may be exercised, in whole
or in part, at such time as it is exercisable and prior to its
expiration by giving written notice of exercise to the Company
specifying the Option to be exercised and the number of shares to
be purchased, and accompanied by payment in full of the exercise
price in cash (including by check) or by surrender of shares of
Stock of the Company acquired' by the Participant at least six
months prior to the exercise date and having a Fair Market Value
at the time of exercise equal to the exercise price, or a
combination of a cash payment and surrender of such Stock.
7. DEFERRAL OF FEES IN DEFERRED STOCK. Each director of the
Company may elect to, or the Board of Directors may require the
Directors to, defer fees received in his or her capacity as a
director (including annual retainer fees and fees for service on
committees or as chairman thereof) under the terms and conditions
set forth in this Section 7, provided that such director is
eligible under Section 5 hereof to defer fees at the date any
such fee is otherwise payable.
(a) DEFERRAL ELECTIONS. If the Board of Directors has not
required the Directors to defer fees, each director who elects to
defer fees for any calendar year must file an irrevocable written
deferral election with the Vice President -- Human Resources of
the Company or other designated employee of the Company no later
than the August 28 of the preceding year, and any newly elected
or appointed director may file such election not later than 30
days after the date of such election or appointment. Any
election of the director shall be deemed to be continuing and
therefore applicable to subsequent Plan years unless the director
revokes or changes such election by filing a new election form.
The election to defer must specify the following:
(i) A percentage, not to exceed 100%, of the Participant's fees
for the year to be deferred under the Plan;
(ii) Whether dividend equivalents on amounts credited to the
Participant's deferral account will be paid directly to the
Participant or credited to his or her deferral account and
deemed to be reinvested in Deferred Stock; and
(iii) The period during which payment will be deferred.
In the event directors' fees are increased during any year, a
Participant's deferral elections in effect for such year will
apply to the amount of such increase.
(b) CREDITING OF AMOUNTS TO DEFERRAL ACCOUNT. The Company will
establish a deferral account for each Participant for whom fees
are deferred under this Section 7 and will credit such deferral
account with an amount, expressed as Deferred Stock, equal to the
number of shares of Stock having an aggregate Fair Market Value
at the date the deferred fees would have<PAGE> otherwise been
payable equal to the amount of such fees deferred. The amount of
Deferred Stock so credited shall include fractional shares
carried to three decimal places. The foregoing notwithstanding,
if any deferral occurs less than six months after the Participant
filed the irrevocable election with respect to such deferral, the
amount deferred shall be credited to the Participant's deferral
account as cash, accruing deemed interest thereon at the
Applicable Federal Rate promulgated under Section 1274(d) of the
Code for short-term loans with semiannual compounding, until the
date six months plus one day after the date of the irrevocable
election, at which time the deferral account will be credited
with an amount, expressed as Deferred Stock, equal to the number
of shares of Stock having an aggregate Fair Market Value at that
date equal to the cash amount plus interest then credited to the
deferral account (and such cash credits will be eliminated).
(c) PAYMENT OR CREDITING OF DIVIDEND EQUIVALENTS. Whenever
dividends are paid or distributions made with respect to Stock, a
Participant shall be entitled to be paid an amount equal in value
to the amount of the dividend paid or property distributed on a
single share of Stock multiplied by the number of shares of
Deferred Stock (including fractions) credited to his or her
deferral account as of the record date for such dividend or
distribution. Such dividend equivalents shall, in accordance
with the Participant's election under Section 7(a), either be
paid directly to the Participant or credited to the Participant's
deferral account as an amount, in shares of Deferred Stock,
equal to the number of shares of Stock having an aggregate Fair
Market Value at the payment date of the dividend or distribution
equal to value of such dividend equivalents.
(d) VESTING. The interest of each Participant in any benefit
payable with respect to a deferral account hereunder shall be at
all times fully vested and non-forfeitable.
(e) DESIGNATION OF BENEFICIARY. Each Participant may designate
one or more beneficiaries to receive the amounts distributable
from the Participant's deferral account under the Plan in the
event of such Participant's death, on forms provided by the Vice
President -- Human Resources or other designated employee of the
Company. The Company may rely upon the beneficiary designation
last filed in accordance with the terms of the Plan.
(f) SETTLEMENT OF DEFERRAL ACCOUNT. The Company will settle the
Participant's deferral account by delivering to the Participant
(or his or her beneficiary) the number of shares of Stock equal
to the number of whole shares of Deferred Stock then credited to
the deferral account (or a specified portion in the event of any
partial settlement), with cash to be paid in lieu of any
fractional share retaining at a time that less than one whole
share of Deferred Stock is credited to such deferral account.
8. ADJUSTMENT PROVISIONS. In the event any recapitalization,
reorganization, merger, consolidation, spin-off, combination,
repurchase, exchange of shares or other securities of the
Company, stock split or reverse split, extraordinary dividend
having a value in excess of 150% of the quarterly dividends paid
during the preceding l2-month period, liquidation, dissolution,
or other similar corporate transaction or event affects Stock
such that an adjustment is determined by the Board of Directors
to be appropriate in order to prevent dilution or enlargement of
Participants' rights under the Plan, then the Board of Directors
will, in a manner that is<PAGE> proportionate to the change to
the Stock and is otherwise equitable, adjust (i) any or all of
the number or kind of shares of Stock reserved for issuance under
the Plan, (ii) the number or kind of shares of Stock to be
subject to each automatic grant of Options under Section 6,
(iii) the number and kind of shares of Stock issuable upon
exercise of outstanding Options, and/or the exercise price per
share thereof (provided that no fractiona1 shares will be issued
upon exercise of any Option), and (iv) the number of kind of
shares of Stock to be delivered upon settlement of deferral
accounts under Section 7. The foregoing notwithstanding, no
adjustment may be made hereunder except as shall be necessary to
maintain the proportionate interest of a Participant under the
Plan and to preserve, without exceeding, the value of outstanding
Options and Deferred Stock and potential grants of Options and
Stock. If at any date an insufficient number of shares are
available for the automatic grant of Options or the deferral of
fees at that date, Options will first be automatically granted
under Section 6 proportionately to Participants, to the extent
shares are available, and then, if any shares remain, fees will
be deferred in the form of Deferred Stock proportionately among
Participants under Section 7, to the extent shares are available.
9. CHANGES TO THE PLAN. The Board of Directors may amend,
alter, suspend, discontinue, or terminate the Plan or authority
to grant Options or defer fees in the form of Deferred Stock
under the Plan without the consent of stockholders or
Participants, except that any such action will be subject to the
approval of the Company's stockholders at the next annual meeting
of stockholders having a record date after the date such action
was taken if such stockholder approval is required by any federal
or state law or regulation or the rules of any stock exchange or
automated quotation system on which the Stock may then be listed
or quoted, or if the Board of Directors determines in its
discretion to seek such stockholder approval; provided, however,
that, without the consent of an affected Participant, no such
action may impair the rights of such Participant with respect to
any previously granted Option or any previous deferral under the
Plan.
10. GENERAL PROVISIONS.
(a) CONSIDERATION FOR GRANTS; AGREEMENTS. Options will be
granted under the Plan in consideration of the services of
Participants and, except for the payment of the exercise price in
the case of an Option, no other consideration shall be required
therefor. Grants of Options will be evidenced by agreements
executed by the Company and the Participant containing the terms
and conditions set forth in the Plan together with such other
terms and conditions not inconsistent with the Plan as the Board
of Directors may from time to time approve.
(b) COMPLIANCE WITH LAWS AND OBLIGATIONS. The Company will not
be obligated to issue or deliver Stock in connection with any
Option or settlement of any deferral account in a transaction
subject to the registration requirements of the Securities Act of
1933, as amended, or any state securities law, any requirement
under any listing agreement between the Company and any national
securities exchange or automated quotation system, or subject to
any other law, regulation, or contractual obligation, until the
Company is satisfied that such laws, regulations, and other
obligations of the Company have been complied with in full.
Certificates representing shares of Stock delivered under the
Plan will be subject to such stop-transfer orders<PAGE> and other
restrictions as may be applicable under such laws, regulations,
and other obligations of the Company, including any requirement
that a legend or legends be placed thereon.
(c) NON-TRANSFERABI1ITY. Options, Deferred Stock, and any other
right under the Plan that may constitute a "derivative security"
as generally defined in Rule 16a-1(c) under the Exchange Act will
not be transferable by a Participant except by will or the laws
of descent and distribution (or to a designated beneficiary in
the event of a Participant's death), and will be exercisable
during the lifetime of a Participant only by such Participant or
his or her guardian or legal representative.
(d) CONTINUED SERVICE AS AN EMPLOYEE. If a Participant ceases
serving as a director and, immediately thereafter, he is employed
by the Company or any subsidiary, then, solely for purposes of
Sections 6(b) and (c) of the Plan, such Participant will not be
deemed to have ceased service as a director at that time, and his
or her continued employment by the Company or any subsidiary will
be deemed to be continued service as a director; provided,
however, that such former director will not be eligible for
additional grants of Options or deferrals under the Plan.
(e) NO RIGHT TO CONTINUE AS A DIRECTOR. Nothing contained in
the Plan or any agreement hereunder will confer upon any
Participant any right to continue to serve as a director of the
Company.
(f) NO STOCKHOLDER RIGHTS CONFERRED. Nothing contained in the
Plan or any agreement hereunder will confer upon any Participant
any rights of a stockholder of the Company unless and until
shares of Stock are in fact issued to such Participant upon the
valid exercise of an Option or delivered upon settlement of
deferral accounts under Section 7.
(g) GOVERNING LAW. The validity, construction, and effect of
the Plan and any agreement hereunder will be determined in
accordance with the laws of the State of Delaware, without giving
effect to principles of conflicts of laws, and applicable federal
law.
11. EFFECTIVE DATE AND DURATION OF PLAN. The Plan will be
effective at such time as the Plan is adopted and approved by the
Board of Directors of the Company. Unless earlier terminated by
action of the Board of Directors, the Plan will remain in effect
until such time as no Stock remains available for issuance under
the Plan and the Company has no further rights or obligations
under the Plan with respect to outstanding Options or Deferred
Stock under the Plan.
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