Attached files
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EX-31.2 - EXHIBIT 31.2 - GSI COMMERCE INC | c16484exv31w2.htm |
EX-32.1 - EXHIBIT 32.1 - GSI COMMERCE INC | c16484exv32w1.htm |
EX-10.8 - EXHIBIT 10.8 - GSI COMMERCE INC | c16484exv10w8.htm |
EX-31.1 - EXHIBIT 31.1 - GSI COMMERCE INC | c16484exv31w1.htm |
EXCEL - IDEA: XBRL DOCUMENT - GSI COMMERCE INC | Financial_Report.xls |
10-Q - FORM 10-Q - GSI COMMERCE INC | c16484e10vq.htm |
Exhibit 10.7
FOOTBALL FANATICS, INC.
2008 EQUITY INCENTIVE PLAN
2008 EQUITY INCENTIVE PLAN
SECTION 1. Purpose; Definitions. The purposes of the Football Fanatics, Inc. 2008
Equity Incentive Plan (the Plan) are to: (a) enable Football Fanatics, Inc. (the
Company) and its affiliated companies to recruit and retain highly qualified employees,
directors and consultants; (b) provide those employees, directors and consultants with an incentive
for productivity; and (c) provide those employees, directors and consultants with an opportunity to
share in the growth and value of the Company.
For purposes of the Plan, unless otherwise provided by the Board with respect to a particular
Award, the following initially capitalized words and phrases will be defined as set forth below,
unless the context clearly requires a different meaning:
(a) Affiliate means, with respect to a Person, a Person that directly or indirectly
Controls, or is Controlled by, or is under common Control with such Person.
(b) Award means a grant of Options, Restricted Stock or Restricted Stock Units
pursuant to the provisions of the Plan.
(c) Award Agreement means, with respect to any particular Award, the written
document that sets forth the terms of that particular Award.
(d) Board means the Board of Directors of the Company, as constituted from time to
time; provided, however, that if the Board appoints a Committee to perform some or all of the
Boards administrative functions hereunder pursuant to Section 2, references in the Plan to
the Board will be deemed to also refer to that Committee in connection with administrative
matters to be performed by that Committee.
(e) Cause means (i) conviction of, or the entry of a plea of guilty or no contest
to, a felony or any other crime that causes the Company or its Affiliates public disgrace or
disrepute, or materially and adversely affects the Companys or its Affiliates operations or
financial performance or the relationship the Company has with its customers, (ii) gross negligence
or willful misconduct with respect to the Company or any of its Affiliates, including, without
limitation fraud, embezzlement, theft or proven dishonesty in the course of his or her employment;
(iii) alcohol abuse or use of controlled drugs other than in accordance with a physicians
prescription; (iv) refusal to perform any lawful, material obligation or fulfill any duty (other
than any duty or obligation of the type described in clause (vi) below) to the Company or its
Affiliates (other than due to a Disability), which refusal, if curable, is not cured within 15 days
after delivery of written notice thereof; (v) material breach of any agreement with or duty owed to
the Company or any of its Affiliates, which breach, if curable, is not cured within 15 days after
the delivery of written notice thereof; or (vi) any breach of any obligation or duty to the Company
or any of its Affiliates (whether arising by statute, common law or agreement) relating to
confidentiality, noncompetition, nonsolicitation or proprietary rights. Notwithstanding the
foregoing, if a Participant and the Company (or any of its Affiliates) have entered into an
employment agreement, consulting agreement or other similar agreement that specifically defines
cause, then with respect to such Participant, Cause shall have the meaning defined in that
employment agreement, consulting agreement or other agreement.
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(f) Change in Control means, with respect to any entity: (i) the sale, transfer,
assignment or other disposition (including by merger or consolidation, but excluding any sales by
stockholders made as part of an underwritten public offering of the common stock of the entity) by
stockholders of the entity, in one transaction or a series of related transactions, of more than
50% of the voting power represented by the then outstanding capital stock of the entity to one or
more Persons, (ii) the sale of all or substantially all of the assets of the entity (other than a
transfer of financial assets made in the ordinary course of business for the purpose of
securitization), or (iii) the liquidation, dissolution or winding up of the entity.
(g) Code means the U.S. Internal Revenue Code of 1986, as amended from time to time,
and any successor thereto.
(h) Committee means a committee appointed by the Board in accordance with Section 2
of the Plan.
(i) Control means, as to any Person, the power to direct or cause the direction of
the management and policies of such Person, whether through the ownership of voting securities, by
contract or otherwise (the terms Controlled by and under common Control with
shall have correlative meanings).
(j) Director means a member of the Board.
(k) Disability means a condition rendering a Participant Disabled.
(l) Disabled with respect to a particular Participant will have the same meaning as
set forth in any long-term disability policy or program sponsored by the Company or any Affiliate
covering such Participant, as in effect as of the date of such determination, or if no such policy
or program shall be in effect, Disabled will have the meaning as set forth in Section 22(e)(3) of
the Code.
(m) Exchange Act means the U.S. Securities Exchange Act of 1934, as amended.
(n) Fair Market Value of a Share, means, as of any date: (i) the closing price of
the Share as reported on the principal nationally recognized stock exchange on which the type of
Shares are traded on such date, or if no prices are reported with respect to such Shares on such
date, the closing price of the Share on the last preceding date on which there were reported prices
of such Shares; or (ii) if the type of Shares are not listed or admitted to unlisted trading
privileges on a nationally recognized stock exchange, the closing price of the Share as reported by
The Nasdaq Global Market on such date, or if no prices of such Shares are reported on such date,
the closing price of the Shares on the last preceding date on which there were reported prices of
such Shares; or (iii) if Shares of that type are not listed or admitted to unlisted trading
privileges on a nationally recognized stock exchange or traded on The Nasdaq Stock Market, the Fair
Market Value will be determined in good faith by the Board acting in its discretion using the
reasonable application of a reasonable valuation method based on the facts and circumstances
existing on the valuation date, which determination will be conclusive.
(o) Incentive Stock Option means any Option intended to be and designated as an
Incentive Stock Option within the meaning of Section 422 of the Code.
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(p) Non-Employee Director will have the meaning set forth in Rule 16b-3(b)(3)(i)
promulgated by the U.S. Securities and Exchange Commission under the Exchange Act, or any successor
definition adopted by the Securities and Exchange Commission.
(q) Non-Qualified Stock Option means any Option that is not an Incentive Stock
Option.
(r) Option means any option to purchase Shares (including Restricted Stock, if the
Board so determines) granted pursuant to Section 5 hereof.
(s) Parent means a parent corporation of the Company (or, in the context of
Section 15(c) of the Plan, of a successor corporation), whether now or hereafter existing, as
defined in Section 424(e) of the Code.
(t) Participant means an employee, leased employee, consultant, Director or other
service provider of the Company or any of its Affiliates to whom an Award is granted.
(u) Person means an individual, partnership, corporation, limited liability company,
trust, joint venture, unincorporated association, or other entity or association.
(v) Repurchase Agreement means an agreement between the Company and a Participant
(or such Participants estate, heirs or beneficiaries), in such form determined from time to time
by the Company in its sole discretion, that may require a Participant (or such Participants
estate, heirs or beneficiaries) to sell Shares acquired or received pursuant to an Award under the
Plan back to the Company at a per share price equal to Fair Market Value (or, with respect to a
Participant whose employment with the Company is terminated by the Company for Cause, if lower, at
a per share price equal to the exercise price or purchase price relating to such Shares), in the
event that such Participants employment with the Company terminates for any reason.
(w) Restricted Stock means Shares that are subject to restrictions pursuant to
Section 7 hereof.
(x) Restricted Stock Unit means a right granted under and subject to restrictions
pursuant to Section 8 hereof.
(y) Shares means shares of the Companys Common Stock, par value $0.001, subject to
substitution or adjustment as provided in Section 3(c) hereof.
(z) Service Provider means an employee, officer, director or independent contractor
of the Company, as the case may be.
(aa) Subsidiary means, in respect of the Company, a subsidiary company, whether now
or hereafter existing, as defined in Sections 424(f) of the Code.
(bb) Voting Agreement means that certain Voting Agreement made by and among the
Company and certain of its stockholders, dated as of August 2, 2007, as amended from time to time.
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SECTION 2. Administration.
(a) The Plan will be administered by the Board; provided, however, that the Board may at any
time appoint a Committee to perform some or all of the Boards administrative functions hereunder;
and provided further, that the authority of any Committee appointed pursuant to this Section
2 will be subject to such terms and conditions as the Board may prescribe.
(b) Subject to the requirements of the Companys by-laws and certificate of incorporation, the
Voting Agreement and any other agreement that governs the appointment of Board committees, any
Committee established under this Section 2 will be composed of not fewer than two members,
each of whom will serve for such period of time as the Board determines. From time to time the
Board may increase the size of the Committee and appoint additional members thereto, remove members
(with or without cause) and appoint new members in substitution therefor, fill vacancies however
caused, or remove all members of the Committee and thereafter directly administer the Plan.
(c) Directors who are eligible for Awards or have received Awards may vote on any matters
affecting the administration of the Plan or the grant of Awards, except that no such member will
act upon the grant of an Award to himself or herself, but any such member may be counted in
determining the existence of a quorum at any meeting of the Board during which action is taken with
respect to the grant of Awards to himself or herself.
(d) The Board will have full authority to grant Awards under this Plan. In particular, subject
to, the terms of the Plan, the Board will have the authority:
(i) to select the persons to whom Awards may from time to time be granted hereunder
(consistent with the eligibility conditions set forth in Section 4);
(ii) to determine the type of Award to be granted to any person hereunder;
(iii) to determine the number and type of Shares, if any, to be covered by each Award;
(iv) to establish the terms and conditions of each Award Agreement;
(v) to determine whether and under what circumstances an Option may be exercised without a
payment of cash under Section 5(b); and
(vi) to determine whether, to what extent and under what circumstances Shares and other
amounts payable with respect to an Award may be deferred either automatically or at the election of
the Participant.
(e) The Board will have, the authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the Plan as it, from time to time, deems
advisable; to establish the terms of each Award Agreement; to interpret the terms and provisions of
the Plan and any Award issued under the Plan (and any Award Agreement); and to otherwise supervise
the administration of the Plan. The Board may correct any defect, supply any omission or reconcile
any inconsistency in the Plan or in any Award in the manner and to the extent it deems necessary to
carry out the intent of the Plan.
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(f) All decisions made by the Board pursuant to the provisions of the Plan will be final and
binding on all persons, including the Company, its Affiliates and Participants. No Director or
member of the Committee, nor any delegate thereof, shall be liable for any act,
omission, interpretation, construction or determination made in good faith in connection with
the Plan, and each of the foregoing shall be entitled in all cases to indemnification and
reimbursement by the Company in respect of any claim, loss, damage or expense (including without
limitation reasonable attorneys fees) arising or resulting therefrom to the fullest extent
permitted by law and/or under any directors and officers liability insurance coverage which may
be in effect from time to time.
SECTION 3. Shares Subject to the Plan.
(a) Shares Subject to the Plan. The Shares to be subject to or related to Awards under
the Plan will be authorized and unissued Shares of the Company, whether or not previously issued
and subsequently acquired by the Company. The maximum number of Shares that may be subject to
Awards under the Plan is one million, one hundred eighty-eight thousand seven hundred forty-eight
(1,188,748), all of which may be issued in respect of Incentive Stock Options. The Company will
reserve for the purposes of the Plan, out of its authorized and unissued Shares, such number of
Shares.
(b) Effect of the Expiration or Termination of Awards. If and to the extent that an
Option expires, terminates or is canceled or forfeited for any reason without having been exercised
in full, the Shares associated with that Option will again become available for grant under the
Plan. Similarly, if and to the extent any Restricted Stock or Restricted Stock Unit is canceled,
forfeited or repurchased for any reason, or if any Share is withheld pursuant to Section
12(d) in settlement of a tax withholding obligation associated with an Award, that Share will
again become available for grant under the Plan. Finally, if any Share is received in satisfaction
of the exercise price payable upon exercise of an Option, that Share will become available for
grant under the Plan.
(c) Other Adjustment. Subject to any required action by the shareholders of the
Company, the number of Shares of Common Stock covered by each outstanding Option and/or Restricted
Stock Unit, and the number of Shares of Restricted Stock outstanding, and the number of Shares
which have been authorized for issuance under the Plan but as to which no Awards have yet been
granted or which have been returned to the Plan upon cancellation or expiration of an Award, as
well as the price per share of Common Stock covered by each such outstanding Option and/or
Restricted Stock Unit, shall be proportionately adjusted for any increase or decrease in the number
of issued shares of Common Stock resulting from a stock split, reverse stock split, stock dividend,
combination or reclassification of the Common Stock, or any other increase or decrease in the
number of issued shares of Common Stock effected without receipt of consideration by the Company;
provided, however, that conversion of any convertible securities of the Company shall not be deemed
to have been effected without receipt of consideration. Such adjustment shall be made by the
Board, whose determination in that respect shall be final, binding and conclusive. Except as
expressly provided herein, no issuance by the Company of shares of stock of any class, or
securities convertible into shares of stock of any class, shall affect, and no adjustment by reason
thereof shall be made with respect to, the number or price of Shares of Common Stock subject to an
Award hereunder.
(d) Change in Control. Notwithstanding anything to the contrary set forth in the Plan,
upon or in anticipation of any Change in Control of the Company or any of its Affiliates, the Board
may, in its sole and absolute discretion and without the need for the consent of any Participant,
take one or more of the following actions contingent upon the occurrence of that Change in Control:
(i) cause any or all outstanding Options held by
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Participants affected by the Change in Control to become vested and immediately exercisable,
in whole or in part; (ii) cause any or all outstanding Restricted Stock or Restricted Stock Units
held by Participants affected by the Change in Control to become non-forfeitable, in whole or in
part; (iii) cancel any Option in exchange for a substitute option in a manner consistent with the
requirements of Treas. Reg. §1.424-1(a) (notwithstanding the fact that the original Option may
never have been intended to satisfy the requirements for treatment as an Incentive Stock Option);
(iv) cancel any Restricted Stock or Restricted Stock Units held by a Participant affected by the
Change in Control in exchange for restricted stock of or restricted stock units in respect of the
capital stock of any successor corporation; (v) redeem any Restricted Stock held by a Participant
affected by the Change in Control for cash and/or other substitute consideration with a value equal
to the Fair Market Value of an unrestricted Share on the date of the Change in Control; (vi) cancel
any Option held by a Participant affected by the Change in Control in exchange for cash and/or
other substitute consideration with a value equal to (A) the number of Shares subject to that
Option, multiplied by (B) the difference, if any, between the Fair Market Value per Share on the
date of the Change in Control and the exercise price of that Option; provided, that if the Fair
Market Value per Share on the date of the Change in Control does not exceed the exercise price of
any such Option, the Board may cancel that Option without any payment of consideration therefor; or
(vii) cancel any Restricted Stock Unit held by a Participant affected by the Change in Control in
exchange for cash and/or other substitute consideration with a value equal to the Fair Market Value
per Share on the date of the Change in Control.
SECTION 4. Eligibility. Employees, Directors, consultants, and other individuals who
provide services to the Company or its Affiliates are eligible to be granted Awards under the Plan;
provided, however, that only employees of the Company or a Subsidiary are eligible to be granted
Incentive Stock Options.
SECTION 5. Options.
(a) Options granted under the Plan may be of two types: (i) Incentive Stock Options or (ii)
Non-Qualified Stock Options. Any Option granted under the Plan will be in such form as the Board
may at the time of such grant approve.
(b) The Award Agreement evidencing any Option will incorporate the following terms and
conditions and will contain such additional terms and conditions, not inconsistent with the terms
of the Plan, as the Board deems appropriate in its sole and absolute discretion:
(i) Option Price. The exercise price per Share purchasable under an Option will be not
less than 100% of the Fair Market Value of the Share on the date of the grant. However, any
Incentive Stock Option granted to any Participant who, at the time the Option is granted, owns more
than 10% of the voting power of all classes of shares of the Company or of a Subsidiary will have
an exercise price per Share of not less than 110% of Fair Market Value per Share on the date of the
grant.
(ii) Option Term. The term of each Option will be fixed by the Board, but no Option
will be exercisable more than 10 years after the date the Option is granted. However, any Incentive
Stock Option granted to any Participant who, at the time such Option is granted, owns more than 10%
of the voting power of all classes of shares of the Company or of a Subsidiary may not have a term
of more than five years. No Option may be exercised by any person after expiration of the term of
the Option.
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(iii) Exercisability. Options will vest and be exercisable at such time or times and
subject to such terms and conditions as determined by the Board at the time of grant. If the Board
provides, in its discretion, that any Option is exercisable only in installments, the Board may
waive such installment exercise provisions at any time at or after grant, in whole or in part,
based on such factors as the Board determines, in its sole and absolute discretion.
(iv) Method of Exercise. Subject to the terms of the Plan (including without
limitation the termination provisions set forth in Section 6) and the applicable Award
Agreement, Options may be exercised in whole or in part at any time and from time to time during
the term of the Option, by the delivery of written notice of exercise by the Participant to the
Company specifying the number of Shares to be purchased. Such notice will he accompanied by payment
in full of the purchase price, either by certified or bank check, or such other means as the Board
may accept. As determined by the Board, in its sole discretion, at or after grant, payment in full
or in part of the exercise price of an Option may be made in the form of previously acquired Shares
based on the Fair Market Value of the Shares on the date the Option is exercised. Subject to the
approval of the Board, an Option may be exercised through a cashless exercise procedure, including
by the Company withholding and cancelling an appropriate number of Shares otherwise issuable to the
Participant upon such exercise. No Shares will be issued upon exercise of an Option until full
payment therefor has been made. A Participant will not have the right to distributions or dividends
or any other rights of a stockholder with respect to Shares subject to the Option until the
Participant has given written notice of exercise, has paid in full for such Shares, and, if
requested, has given the representation described in Section 12(a) hereof.
(v) Notwithstanding any other provision of the Plan to the contrary, the Board shall have the
sole and absolute right to condition the exercise of any Option upon the Participant or other
person holding such Option executing, or otherwise becoming a party to, the Voting Agreement and
the Repurchase Agreement.
(vi) Incentive Stock Option Limitations. In the case of an Incentive Stock Option, the
aggregate Fair Market Value (determined as of the time of grant) of the Shares with respect to
which Incentive Stock Options are exercisable for the first time by the Participant during any
calendar year under the Plan and/or any other plan of the Company or any Parent or Subsidiary will
not exceed $100,000. For purposes of applying the foregoing limitation, Incentive Stock Options
will be taken into account in the order granted. To the extent any Option does not meet such
limitation, that Option will be treated for all purposes as a Non-Qualified Stock Option.
(vii) Termination of Service. Unless otherwise specified in the applicable Award
Agreement, Options will be subject to the terms of Section 6 with respect to exercise upon
or following termination of employment or other service.
(viii) Transferability of Options. Except as may otherwise be specifically determined
by the Board with respect to a particular Option: (i) no Option will he transferable by the
Participant other than by will or by the laws of descent and distribution; and (ii) all Options
will be exercisable during the Participants lifetime only by the Participant or, in the event of
his or her Disability, by his or her personal representative. Notwithstanding the foregoing,
subject to the approval of the Board, a Non-Qualified Stock Option may be assigned in whole or in
part during the Participants lifetime to one or more members of the Participants family or to a
trust established exclusively for the Participant
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and/or one or more such family members or to Participants former spouse, to the extent such
assignment is in connection with the Participants estate plan or pursuant to a domestic relations
order. The assigned portion may only be exercised by the person or persons who acquire a
proprietary interest in the Non-Qualified Option pursuant to the assignment. The terms applicable
to the assigned portion shall be the same as those in effect for the Option immediately prior to
such assignment and shall be set forth in such documents issued to the assignee as the Board may
deem appropriate.
SECTION 6. Termination of Service. Unless otherwise specified with respect to a
particular Award, Options granted hereunder will remain exercisable after termination of employment
or other service only to the extent specified in this Section 6.
(a) Termination by Reason of Death. If a Participants service with the Company or any
of its Affiliates terminates by reason of death, any Option held by such Participant may thereafter
be exercised, to the extent then vested and exercisable or on such accelerated basis as the Board
may determine, at or after grant, by the legal representative of the estate or by the legatee of
the Participant under the will of the Participant, for a period expiring (i) at such time as may be
specified by the Board at or after the time of grant, or (ii) if not specified by the Board, then
12 months from the date of death, or (iii) if sooner than the applicable period specified under (i)
or (ii) above, then upon the expiration of the stated term of such Option.
(b) Termination by Reason of Disability. If a Participants service with the Company
or any of its Affiliates terminates by reason of Disability, any Option held by such Participant
may thereafter be exercised by the Participant or his or her personal representative, to the extent
it was vested and exercisable at the time of termination, or on such accelerated basis as the Board
may determine at or after grant, for a period expiring (i) at such time as may be specified by the
Board at or after the time of grant, or (ii) if not specified by the Board, then 12 months from the
date of termination of service, or (iii) if sooner than the applicable period specified under (i)
or (ii) above, then upon the expiration of the stated term of such Option.
(c) Cause. If a Participants service with the Company or any Affiliate is terminated
for Cause: (i) any Option not already exercised, whether or not then vested, will be immediately
and automatically forfeited as of the date of such termination, and (ii) any Shares for which the
Company has not yet delivered share certificates will be immediately and automatically forfeited
and the Company will refund to the Participant the Option exercise price paid for such Shares, if
any.
(d) Other Termination. If a Participants service with the Company or any Affiliate
terminates for any reason other than death, Disability or Cause, any Option held by such
Participant may thereafter be exercised by the Participant, to the extent it was vested and
exercisable at the time of such termination, or on such accelerated basis as the Board may
determine at or after grant, for a period expiring (i) at such time as may be specified by the
Board at or after the time of grant, or (ii) if not specified by the Board, then 180 days from the
date of termination of service, or (iii) if sooner than the applicable period specified under (i)
or (ii) above, then upon the expiration of the stated term of such Option.
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SECTION 7. Restricted Stock.
(a) Issuance. Restricted Stock may be issued either alone or in conjunction with other
Awards. The Board will determine the time or times within which Restricted Stock may be subject to
forfeiture, and all other conditions of such Awards.
(b) Awards and Certificates. The Award Agreement evidencing the grant of any
Restricted Stock will contain such terms and conditions, not inconsistent with the terms of the
Plan, as the Board deems appropriate in its sole and absolute discretion. The prospective recipient
of an Award of Restricted Stock will not have any rights with respect to such Award, unless and
until such recipient has executed an Award Agreement and has delivered a fully executed copy
thereof to the Company, and has otherwise complied with the applicable terms and conditions of such
Award. The purchase price for Restricted Stock may, but need not, be zero. A share certificate will
be issued in connection with each Award of Restricted Stock. Such certificate will be registered in
the name of the Participant receiving the Award, and will bear the following legend and/or any
other legend required by this Plan, the Award Agreement, the Voting Agreement, if any, or by
applicable law:
THE TRANSFERABILITY OF THIS CERTIFICATE AND THE SHARES REPRESENTED
HEREBY ARE SUBJECT TO THE TERMS AND CONDITIONS OF THE FOOTBALL
FANATICS, INC. 2008 EQUITY INCENTIVE PLAN AND AN AGREEMENT ENTERED
INTO BETWEEN [THE PARTICIPANT] AND FOOTBALL FANATICS, INC. (WHICH
TERMS AND CONDITIONS MAY INCLUDE, WITHOUT LIMITATION, CERTAIN
TRANSFER RESTRICTIONS, REPURCHASE RIGHTS AND FORFEITURE
CONDITIONS). COPIES OF THAT PLAN AND AGREEMENT ARE ON FILE IN THE
PRINCIPAL OFFICES OF FOOTBALL FANATICS, INC. AND WILL BE MADE
AVAILABLE TO THE HOLDER OF THIS CERTIFICATE WITHOUT CHARGE UPON
REQUEST TO THE SECRETARY OF THE COMPANY.
Share certificates evidencing Restricted Stock will be held in custody by the Company or in escrow
by an escrow agent until the restrictions thereon have lapsed. As a condition to any Restricted
Stock award, the Participant may be required to deliver to the Company a share power, endorsed in
blank, relating to the Shares covered by such Award.
(c) Restrictions and Conditions. The Restricted Stock awarded pursuant to this
Section 7 will be subject to the following restrictions and conditions:
(i) During a period commencing with the date of an Award of Restricted Stock and ending at
such time or times as specified by the Board (the Restriction Period), the Participant
will not be permitted to sell, transfer, pledge, assign or otherwise encumber Restricted Stock
awarded under the Plan. The Board may condition the lapse of restrictions on Restricted Stock upon
the continued employment or service of the recipient, the attainment of specified individual or
corporate performance goals, or such other factors as the Board may determine, in its sole and
absolute discretion.
9
(ii) Except as provided in this Paragraph (ii) or Section 7(c)(i), once the
Participant has been issued a certificate or certificates for Restricted Stock, the Participant
will have, with respect to the Restricted Stock, all of the rights of a stockholder of the Company,
including the right to vote the Shares, and the right to receive any cash distributions or
dividends. The Board, in its sole discretion, as determined at the time of award, may permit or
require the payment of cash distributions or dividends to be deferred and, if the Board so
determines, reinvested in additional Restricted Stock to the extent Shares are available under
Section 3 of the Plan. Any distributions or dividends paid in the form of securities with
respect to Restricted Stock will be subject to the same terms and conditions as the Restricted
Stock with respect to which they were paid, including, without limitation, the same Restriction
Period.
(iii) Subject to the applicable provisions of the Award Agreement, if a Participants service
with the Company and its Affiliates terminates prior to the expiration of the Restriction Period,
all of that Participants Restricted Stock which then remain subject to forfeiture will then be
forfeited automatically.
(iv) If and when the Restriction Period expires without a prior forfeiture of the Restricted
Stock subject to such Restriction Period (or if and when the restrictions applicable to Restricted
Stock lapse pursuant to Sections 3(d)), the certificates for such Shares will be replaced
with new certificates, without the restrictive legends described in Section 7(b) applicable
to such lapsed restrictions, and such new certificates will be promptly delivered to the
Participant, the Participants representative (if the Participant has suffered a Disability), or
the Participants estate or heir (if the Participant has died).
SECTION 8. Restricted Stock Units. Subject to the other terms of the Plan, the Board
may grant Restricted Stock Units to eligible individuals and may impose conditions on such units as
it may deem appropriate. Each granted Restricted Stock Unit shall be evidenced by an Award
Agreement in the form. that is approved by the Board and that is not inconsistent with the terms
and conditions of the Plan. Each granted Restricted Stock Unit shall entitle the Participant to
whom it is granted a distribution from the Company in an amount equal to the Fair Market Value (at
the time of the distribution) of one Share. Distributions may be made in cash, Shares or a
combination of cash and Shares. All other terms governing Restricted Stock Units, such as vesting,
time and form of payment and termination of units shall be set forth in the Award Agreement.
SECTION 9. Amendments and Termination. The Board may amend, alter or discontinue the
Plan at any time. However, except as otherwise provided in Section 3(d) of the Plan, no
amendment, alteration or discontinuation will be made which would adversely affect the rights of a
Participant with respect to an Award, without that Participants consent, or which, without the
approval of such amendment within one year (365 days) of its adoption by the Board, by the
Companys stockholders in a manner consistent with Section 1.422-5 of the Treasury Regulations,
would: (i) increase the total number of Shares reserved for the purposes of the Plan (except as
otherwise provided in Section 3(c)), or (ii) change the persons or class of persons
eligible to receive Awards.
SECTION 10. Unfunded Status of Plan. The Plan is intended to be unfunded. With
respect to any payments not yet made to a Participant by the Company, nothing contained herein will
give any such Participant any rights that are greater than those of a general creditor of the
Company. In its sole discretion, the Board may authorize the creation of
grantor trusts or other arrangements to meet the obligations created under the Plan to deliver
Shares or payments in lieu of Shares or with respect to Awards.
10
SECTION 11. Substitute Options. In the event that the Company, directly or indirectly,
acquires another entity, the Board may authorize the issuance of stock options (Substitute
Options) to the individuals performing services for the acquired entity in substitution of stock
options previously granted to those individuals in connection with their performance of services
for such entity upon such terms and conditions as the Board shall determine, taking into account
the conditions of Code Section 424(a), as from time to time amended or superseded, in the case of a
Substitute Option that is intended to be an Incentive Stock Option. Shares of capital stock
underlying Substitute Stock Options shall not constitute Shares issued pursuant to the Plan for any
purpose.
SECTION 12. General Provisions.
(a) The Board shall condition any Award upon compliance with applicable securities laws. The
Board may require each Participant to represent to and agree with the Company in writing that the
Participant is acquiring securities of the Company for investment purposes and without a view to
distribution thereof and as to such other matters as the Board believes are appropriate. The
certificate evidencing any Award and any securities issued pursuant thereto may include any legend
which the Board deems appropriate to reflect any restrictions on transfer and compliance with
applicable securities laws. All certificates for Shares or other securities delivered under the
Plan will be subject to such share-transfer orders and other restrictions as the Board may deem
advisable under the rules, regulations, and other requirements of the Securities Act of 1933, as
amended, the Exchange Act, any stock exchange upon which the Shares are then listed, and any other
applicable federal or state securities laws, and the Board may cause a legend or legends to he put
on any such certificates to make appropriate reference to such restrictions.
(b) Nothing contained in the Plan will prevent the Board from adopting other or additional
compensation arrangements, subject to stockholder approval if such approval is required; and such
arrangements may be either generally applicable or applicable only in specific cases.
(c) Neither the adoption of the Plan nor the execution of any document in connection with the
Plan will (i) confer upon any person any right to continued employment or engagement with the
Company or any of its Affiliates, or (ii) interfere in any way with the right of the Company or any
Affiliate to terminate the employment of any of its employees at any time.
(d) No later than the date as of which an amount first becomes includible in the gross income
of the Participant for federal income tax purposes with respect to any Award under the Plan, the
Participant will pay to the Company, or make arrangements satisfactory to the Board regarding the
payment of any federal, state or local taxes of any kind required by law to be withheld with
respect to such amount. Unless otherwise determined by the Board, the minimum required withholding
obligations may be settled with Shares, including Shares that would otherwise be issuable to a
Participant upon the vesting, purchase or exercise of the Award that gives rise to the withholding
requirement. The obligations of the Company under the Plan will be conditioned on such payment or
arrangements and the Company will, to the extent permitted by law, have the right to deduct any
such taxes from any payment of any kind otherwise due to the Participant.
11
SECTION 13. Effective Date of Plan. Subject to the approval of the Plan by the
Company stockholders within 12 months of the Plans adoption by the Board, the Plan will become
effective on the date that it is adopted by the Board. In the absence of such stockholder approval,
any Incentive Stock Option granted prior to the expiration of such 12-month period shall be treated
for all purposes as a Non-Qualified Option.
SECTION 14. Term of Plan. The Plan will continue in effect until terminated in
accordance with Section 9; provided, however, that no Incentive Stock Option will be
granted hereunder on or after the 10th anniversary of the earlier of: (a) the date of the Plans
adoption by the Board; or (b) the date of stockholder approval of the Plan (or, if the stockholders
approve an amendment that increases the number of shares subject to the Plan, the 10th
anniversary of the date of such approval); but provided further, that Incentive Stock Options
granted prior to such 10th anniversary may extend beyond that date.
SECTION 15. Invalid Provisions. in the event that any provision of this Plan is found
to be invalid or otherwise unenforceable under any applicable law, such invalidity or
unenforceability will not be construed as rendering any other provisions contained herein as
invalid or unenforceable, and all such other provisions will be given full force and effect to the
same extent as though the invalid or unenforceable provision was not contained herein.
SECTION 16. Governing Law. The Plan and all Awards granted hereunder will be governed
by and construed in accordance with the laws and judicial decisions of the State of Delaware,
without regard to the application of the principles of conflicts of laws of Delaware or any other
jurisdiction.
SECTION 17. Board Action. Notwithstanding anything to the contrary set forth in the
Plan, any and all actions of the Board or Committee, as the case may be, taken
under or in connection with the Plan and any agreements, instruments, documents, certificates
or other writings entered into, executed, granted, issued and/or delivered pursuant to the terms
hereof, will be subject to and limited by any and all votes, consents, approvals, waivers or other
actions of all or certain stockholders of the Company or other persons required by:
(a) the Certificate of Incorporation of the Company (as the same may be amended and/or
restated from time to time);
(b) the Bylaws of the Company (as the same may be amended and/or restated from time to time);
and
(c) any other agreement, instrument, document or writing now or hereafter existing, between or
among the Company and its stockholders or other persons (as the same may be amended from time to
time).
SECTION 18. Notices. Any notice to be given to the Company pursuant to the provisions
of the Plan will be given by registered or certified mail, postage prepaid, and, addressed, if to
the Company to its Secretary (or such other person as the Company may designate in writing from
time to time) at its principal executive office, and, if to a Participant, to the address given
beneath his or her or her signature on his or her or her Award Agreement, or at such other address
as such Participant may hereafter designate in writing to the Company. Any such notice will be
deemed duly given on the date and at the time delivered via personal, courier or recognized
overnight delivery service or, if sent via telecopier, on the
date and at the time telecopied with confirmation of delivery or, if mailed, on the date five
(5) days after the date of the mailing (which will be by regular, registered or certified mail).
Delivery of a notice by telecopy (with confirmation) will he permitted and will he considered
delivery of a notice notwithstanding that it is not an original that is received.
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FIRST AMENDMENT TO
FOOTBALL FANATICS, INC.
2008 EQUITY INCENTIVE PLAN
This Amendment (this Amendment) to the Football Fanatics, Inc. 2008 Equity Incentive
Plan (the Plan) is effective as of May 17, 2010 and is entered into in accordance with
Section 9 of the Plan. All terms used herein but not otherwise defined shall have the respective
meanings used in the Plan.
WHEREAS, the Company has determined to increase the maximum number of Shares that may be
subject to Awards under the Plan to two million (2,000,000) (the Increase of Plan
Shares); and
WHEREAS, the Board and the stockholders of the Company have each approved the Increase of Plan
Shares.
NOW THEREFORE, in consideration of the foregoing recitals, the Plan is hereby amended as
follows:
1. | Amendment to Section 3(a). Section 3(a) of the Plan is hereby amended by deleting the number one million, one hundred eighty-eight thousand seven hundred forty-eight (1,188,748) from the second line thereof and replacing such number with two million (2,000,000). | ||
2. | No Other Amendments to the Plan. Each of the other terms and provisions of the Plan shall remain unaffected by this Amendment and shall remain in full force and effect. | ||
3. | Governing Law. The internal laws of the State of Delaware, irrespective of its choice of law principles, shall govern this Amendment. |
IN WITNESS WHEREOF, the Company has caused an authorized officer to execute this Amendment as
of the first date set forth above.
Football Fanatics, Inc. |
||||
/s/ Thomas W. Stoltz | ||||
Thomas W. Stoltz | ||||
Chief Financial Officer | ||||
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SECOND AMENDMENT TO
FOOTBALL FANATICS, INC.
2008 EQUITY INCENTIVE PLAN
This Second Amendment (this Second Amendment) to the Football Fanatics, Inc. 2008
Equity Incentive Plan, as amended (the Plan) is effective as of July 22, 2010 and is
entered into in accordance with Section 9 of the Plan. All terms used herein but not otherwise
defined shall have the respective meanings used in the Plan.
WHEREAS, the Board and the Companys stockholders have each approved the Companys Amended and
Restated Certificate of Incorporation implementing a dual class voting structure.
NOW THEREFORE, in consideration of the foregoing recitals, the Plan is hereby amended as
follows:
1. | Amendment to Section 1(y). The definition of Shares set forth in Section 1(y) of the Plan is hereby amended and restated in its entirety as follows: | ||
Shares means shares of the Companys class A common stock, par value $0.001 per share (the Class A Common Stock), subject to substitution or adjustment as provided in Section 3(c) hereof. | |||
2. | Amendment to Section 3(c). Section 3(c) of the plan is hereby amended and restated in its entirety as follows: | ||
Other Adjustment. Subject to any required action by the shareholders of the Company, the number of Shares of Class A Common Stock covered by each outstanding Option and/or Restricted Stock Unit, and the number of Shares of Restricted Stock outstanding, and the number of Shares which have been authorized for issuance under the Plan but as to which no Awards have yet been granted or which have been returned to the Plan upon cancellation or expiration of an Award, as well as the price per share of Class A Common Stock covered by each such outstanding Option and/or Restricted Stock Unit, shall be proportionately adjusted for any increase or decrease in the number of issued shares of Class A Common Stock resulting from a stock split, reverse stock split, stock dividend, combination or reclassification of the Class A Common Stock, or any other increase or decrease in the number of issued shares of Class A Common Stock effected without receipt of consideration by the Company; provided, however, that conversion of any convertible securities of the Company shall not be deemed to have been effected without receipt of consideration. Such adjustment shall be made by the Board, whose determination in that respect shall be final, binding and conclusive. Except as expressly provided herein, no issuance by the Company of shares of stock of any class, or securities convertible into shares of stock of any class, shall affect, and no adjustment by reason thereof shall be made with respect to, the number or price of Shares of Class A Common Stock subject to an Award hereunder. |
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3. | No Other Amendments to the Plan. Each of the other terms and provisions of the Plan shall remain unaffected by this Second Amendment and shall remain in full force and effect. | ||
4. | Governing Law. The internal laws of the State of Delaware, irrespective of its choice of law principles, shall govern this Second Amendment. |
IN WITNESS WHEREOF, the Company has caused an authorized officer to execute this Second
Amendment as of the first date set forth above.
Football Fanatics, Inc. |
||||
/s/ Thomas W. Stoltz | ||||
Thomas W. Stoltz | ||||
Chief Financial Officer | ||||
15
FORM OF
STOCK OPTION GRANT AGREEMENT
pursuant to the
FOOTBALL FANATICS, INC. 2008 EQUITY INCENTIVE PLAN
THIS STOCK OPTION GRANT AGREEMENT (the Grant Agreement) is made and entered into by and
between Football Fanatics, Inc., a Delaware corporation (the Company) and the following
individual:
Name:
|
(the Optionee) | |
Address
|
Capitalized terms used but not otherwise defined herein shall have the meanings as set forth in the
Football Fanatics, Inc. 2008 Equity Incentive Plan, as amended (the Plan). The Optionee
agrees to be bound by the terms and conditions of the Plan, which are incorporated herein by
reference and which control in case of any conflict with this Grant Agreement, except as otherwise
specifically provided in the Plan.
The Optionee is granted an Option to purchase Class A Common Stock of the Company, subject in all
events to the terms and conditions of the Plan and this Grant Agreement, as follows:
A. DATE OF GRANT:
B. TYPE(S) OF OPTION: Non-Qualified Stock Option (NSO). This Option is NOT intended to qualify
as an incentive stock option.
C. TOTAL SHARES OF CLASS A COMMON STOCK COVERED BY OPTION:
Shares
D. EXERCISE PRICE OF OPTION: $ per Share (the Exercise Price)
E. EXPIRATION DATE: (subject to earlier termination as provided in the Plan and in Section G.
below).
F. EXERCISE SCHEDULE: This Option will vest with respect to an incremental % of the
Shares covered hereby on each of the anniversaries of the Date of Grant (indicated
above).
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Notwithstanding the foregoing, if 50% or fewer of the Total Shares of Class A Common Stock Covered
By Option (as referenced in Section C of this Grant Agreement above
and as adjusted pursuant to Section 3(c) of the Plan, if applicable (Total Granted Adjusted
Shares)) are not yet vested, then, in the event of an Acceleration Transaction (as defined below),
the following number of incremental Shares covered by this Option shall become, upon such
Acceleration Event, fully vested and exercisable (if such number is greater than zero):
(i) Total Granted Adjusted Shares, multiplied by one-half;
minus
(ii) the total number of Shares subject to this Option that are vested immediately prior to
such Acceleration Transaction (including any such Shares that have been previously
exercised by the Optionee).
For purposes of the foregoing, an Acceleration Transaction shall mean a Change in Control of the
Company that is described in Section 1(f)(i) or 1(f)(ii) (but not Section 1(f)(iii)) of the Plan.
G. EXERCISE OF OPTION FOLLOWING TERMINATION OF SERVICE: This Option shall terminate and be
canceled to the extent not exercised within one hundred and eighty (180) days after the Optionee
ceases to be a Service Provider, except that if such cessation is due to the death or Disability of
the Optionee, this Option shall terminate and be canceled twelve months after the Optionee ceases
to be a Service Provider. Notwithstanding the foregoing, in the event that the Service Providers
service with the Company or any Affiliate is terminated for Cause (as defined in the Plan), then
the Option shall immediately terminate on the date of such termination of service and shall not be
exercisable for any period following such date. In no event, however, shall this Option be
exercised later than the Expiration Date as provided above and in no event shall this Option be
exercised for more Shares than the Shares which otherwise have become exercisable as of the date of
cessation of status as a Service Provider.
H. COVENANTS AGREEMENT. As a condition of the granting of this Option, the Optionee shall execute
and deliver a Non-Disclosure and Invention Assignment Agreement, in such form as determined by the
Company in its sole discretion. This Option shall be forfeited in the event that the Optionee
breaches any provision of the Invention Assignment Agreement or any other agreement between the
Optionee and the Company with respect to noncompetition, nonsolicitation, assignment of inventions
and contributions and/or nondisclosure obligations of the Optionee. In addition, the exercise of
this Option shall be subject to the Optionee executing and becoming a party to the Voting Agreement
and the Repurchase Agreement and such other agreements that the Company reasonably determines to be
necessary and appropriate, and in such forms as determined by the Company in its sole discretion.
17
I. METHOD OF EXERCISE. This Option is exercisable by delivery of an exercise notice in the form
attached as Exhibit A (the Exercise Notice) or such other form as the Board may
require, which shall state the election to exercise the Option, the number of Shares with respect
to which the Option is being exercised (the Exercised Shares), and such other representations
and agreements as may be required by the Company pursuant to the provisions of the Plan. The Exercise Notice shall be completed by the Optionee and
delivered to the Board. The Exercise Notice shall be accompanied by payment of the aggregate
Exercise Price for the Exercised Shares. This Option shall be deemed to be exercised upon receipt
by the Company of the fully executed Exercise Notice accompanied by the aggregate Exercise Price.
Notwithstanding the foregoing, no Exercised Shares shall be issued unless such exercise and
issuance complies with the requirements relating to the administration of stock option plans and
other applicable equity plans under U.S. state corporate laws, U.S. federal and state securities
laws, the Code, any stock exchange or quotation system on which the Class A Common Stock is listed
or quoted, and the applicable laws of any foreign country or jurisdiction where stock grants or
other applicable equity grants are made under the Plan; assuming such compliance, for income tax
purposes the Exercised Shares shall be considered transferred to the Optionee on the date the
Option is exercised with respect to such Shares.
Exercise of the Option may be conditioned upon the Optionees execution of the Voting
Agreement, the Repurchase Agreement, a stock restrictions agreement, as well as such other
agreements as the Board or the Committee may require. Such agreements may include terms and
conditions that provide the Company and/or other shareholders with (i) a right of first refusal
with respect to Exercised Shares, (ii) a right of the Company to repurchase Exercised Shares at the
Shares Fair Market Value (provided that if the Optionees service or employment terminates for
Cause, then the Company may have the right to repurchase the Exercised Shares at a price that is
equal to the lesser of the Fair Market Value of the Exercised Shares or the exercise price paid by
the Optionee for such Exercised Shares), (iii) drag-along rights in favor of the shareholders
owning a majority of Shares of the Company, (iv) market standoff or lock-up conditions, and (v)
such other terms and conditions as the Board or the Committee may require.
J. METHOD OF PAYMENT. Payment of the aggregate Exercise Price shall be by any of the following, or
a combination thereof:
1. | cash; | ||
2. | check; or | ||
3. | such other form of consideration as the Board shall determine in its discretion, provided that such form of consideration is permitted by the Plan and by applicable law, or pursuant to a cashless exercise procedure approved by the Board. |
Upon exercise of the Option by the Optionee and prior to the delivery of such Exercised Shares, the
Company shall have the right to require the Optionee to remit to the Company cash in an amount
sufficient to satisfy applicable Federal and state tax withholding requirements.
18
K. TAX CONSEQUENCES OF OPTION. Some of the federal income tax consequences relating to the grant
and exercise of this Option, as of the date of this
Option, are set forth below. THE FOLLOWING DESCRIPTION OF FEDERAL INCOME TAX CONSEQUENCES IS
NECESSARILY INCOMPLETE (AS THE TAX LAWS AND REGULATIONS ARE SUBJECT TO CHANGE), AND ASSUMES THAT
THE EXERCISE PRICE OF THIS OPTION IS NO LESS THAN THE FAIR MARKET VALUE OF THE CLASS A COMMON STOCK
UNDERLYING THE OPTION AT THE DATE OF GRANT. MOREOVER, THIS SUMMARY ONLY ADDRESSES THE FEDERAL
INCOME TAX CONSEQUENCES UNDER THE LAWS OF THE UNITED STATES, AND DOES NOT ADDRESS WHETHER AND HOW
THE TAX LAWS OF ANY OTHER JURISDICTION MAY APPLY TO THIS OPTION OR TO THE OPTIONEE. ACCORDINGLY,
THE OPTIONEE SHOULD CONSULT A TAX ADVISER BEFORE EXERCISING THIS OPTION OR DISPOSING OF ANY
EXERCISED SHARES.
Circular 230 Disclaimer: Nothing contained in this discussion of certain federal income
tax considerations is intended or written to be used, and cannot be used, for the purpose of (i)
avoiding tax-related penalties under the Internal Revenue Code or (ii) promoting, marketing, or
recommending to another party any transactions or tax-related matters addressed herein.
1. | Grant of the Option. The grant of an Option generally will not result in the imposition of a tax under the federal income tax laws. | ||
2. | Exercising the Option. | ||
The Optionee may incur regular federal income tax liability upon exercise of a non-qualified stock option (NSO). The Optionee will be treated as having received compensation income (taxable at ordinary income tax rates) equal to the excess, if any, of the Fair Market Value of the Exercised Shares on the date of exercise over their aggregate Exercise Price. If the Optionee is an Employee or a former Employee, the Company will be required to withhold from his or her compensation or collect from the Optionee and pay to the applicable taxing authorities an amount in cash equal to a specified percentage of this compensation income at the time of exercise, and may refuse to honor the exercise and refuse to deliver Shares if such withholding amounts are not delivered at the time of exercise. | |||
3. | Disposition of Shares. | ||
Upon disposition of the NSO Shares, the Optionee will recognize a capital gain or loss equal to the difference between the selling price and the sum of the amount paid for the NSO Shares plus any amount recognized as ordinary income upon exercise of the NSO. If the Optionee holds NSO Shares for at least one year, any gain (or loss) realized on disposition of the NSO Shares will be treated as long-term capital gain (or loss) for federal income tax purposes. |
19
L. NON-TRANSFERABILITY OF OPTION. Unless otherwise consented to in advance in writing by the
Board, this Option may not be transferred in any manner otherwise than by will or by the laws of
descent or distribution and may be exercised during the lifetime of the Optionee only by the
Optionee. The terms of the Plan and this Grant Agreement shall be binding upon the executors,
administrators, heirs, successors and assigns of the Optionee.
M. SECURITIES MATTERS. All Shares and Exercised Shares shall be subject to the restrictions on
sale, encumbrance and other disposition provided by Federal or state law. The Company shall not be
obligated to sell or issue any Shares or Exercised Shares pursuant to this Grant Agreement unless,
on the date of sale and issuance thereof, such Shares are either registered under the Securities
Act of 1933, as amended, and all applicable state securities laws, or are exempt from registration
thereunder.
N. OTHER PLANS. No amounts of income received by the Optionee pursuant to this Grant Agreement
shall be considered compensation for purposes of any pension or retirement plan, insurance plan or
any other employee benefit plan of the Company or its subsidiaries, unless otherwise provided in
such plan.
O. NO GUARANTEE OF CONTINUED SERVICE. THE OPTIONEE ACKNOWLEDGES AND AGREES THAT THE RIGHT TO
EXERCISE SHARES PURSUANT TO THE EXERCISE SCHEDULE HEREOF IS EARNED ONLY BY CONTINUING EMPLOYMENT
WITH THE COMPANY (AND NOT THROUGH THE ACT OF BEING HIRED, BEING GRANTED AN OPTION OR PURCHASING
SHARES HEREUNDER). THE OPTIONEE FURTHER ACKNOWLEDGES AND AGREES THAT THIS GRANT AGREEMENT, THE
TRANSACTIONS CONTEMPLATED HEREUNDER AND THE EXERCISE SCHEDULE SET FORTH HEREIN DO NOT CONSTITUTE AN
EXPRESS OR IMPLIED PROMISE OF CONTINUED EMPLOYMENT FOR THE EXERCISE PERIOD, FOR ANY PERIOD, OR AT
ALL, AND SHALL NOT INTERFERE WITH THE OPTIONEES RIGHT OR THE COMPANYS RIGHT TO TERMINATE THE
EMPLOYMENT RELATIONSHIP AT ANY TIME, WITH OR WITHOUT CAUSE.
P. ENTIRE AGREEMENT; GOVERNING LAW. The Plan is incorporated herein by reference. The Plan and
this Grant Agreement constitute the entire agreement of the parties with respect to the subject
matter hereof and supersede in their entirety all prior undertakings and agreements of the Company
and the Optionee with respect to the subject matter hereof, and may not be modified adversely to
the Optionees interest except by means of a writing signed by the Company and Optionee. This
Grant Agreement is governed by the internal substantive laws, but not the choice of law rules, of
the State of Delaware.
20
By your signature and the signature of the Companys representative below, you and the Company
agree that this Option is granted under and governed by the terms and conditions of the Plan and
this Grant Agreement. The Optionee has reviewed the Plan and this Grant Agreement in their
entirety, has had an opportunity to obtain the advice of
counsel prior to executing this Grant Agreement and fully understands all provisions of the Plan
and this Grant Agreement. The Optionee hereby agrees to accept as binding, conclusive and final
all decisions or interpretations of the Board upon any questions relating to the Plan and this
Grant Agreement. The Optionee further agrees to notify the Company upon any change in the
residence address indicated herein.
OPTIONEE | FOOTBALL FANATICS, INC. | |||||
By: | ||||||
Date:
|
Date: | |||||
21
EXHIBIT A
FOOTBALL FANATICS, INC. 2008 EQUITY INCENTIVE PLAN
EXERCISE NOTICE
Football Fanatics, Inc.
Attention:
1. Exercise of Option. Effective as of today, , 20 , the undersigned (the
Purchaser) hereby elects to purchase shares (the Shares) of the
class A common stock, par value $0.001 per share, of Football Fanatics, Inc. (the
Company) under and pursuant to the Football Fanatics, Inc. 2008 Equity Incentive Plan, as
amended (the Plan) and the Stock Option Agreement dated (the Option
Agreement). The purchase price for the Shares shall be $ per share, or $ in
total as required by the Option Agreement.
2. Delivery of Payment, Voting Agreement and Repurchase Agreement. Purchaser herewith delivers to
the Company the full purchase price for the Shares. Purchaser has signed, executed and become a
party to the Voting Agreement, the Repurchase Agreement and any other agreement as required by the
Board, and herewith delivers to the Company such duly executed agreements.
3. Rights as Shareholder. Until the issuance (as evidenced by the appropriate entry on the books of
the Company or of a duly authorized transfer agent of the Company) of the Shares, no right to vote
or receive dividends or any other rights as a shareholder shall exist with respect to the Shares
covered by the Option, notwithstanding the exercise of the Option. The Shares so acquired shall be
issued to the Optionee as soon as practicable after exercise of the Option. No adjustment will be
made for a dividend or other right for which the record date is prior to the date of issuance.
4. Tax Consultation. Purchaser understands that Purchaser may suffer adverse tax consequences as a
result of Purchasers purchase or disposition of the Shares. Purchaser represents that Purchaser
has consulted with any tax consultants Purchaser deems advisable in connection with the purchase or
disposition of the Shares and that Purchaser is not relying on the Company for any tax advice.
5. Entire Agreement; Governing Law. The Plan and Option Agreement are incorporated herein by
reference. This Agreement, the Plan and the Option Agreement constitute the entire agreement of
the parties with respect to the subject matter hereof and supersede in their entirety all prior
undertakings and agreements of the Company and the Purchaser with respect to the subject matter
hereof, and may not be modified adversely to the Purchasers interest except by means of a writing
signed by the Company and Purchaser. This agreement is governed by the internal substantive laws,
but not the choice of law rules, of the State of Delaware.
22
Submitted by: | Accepted by: | |||||
PURCHASER | FOOTBALL FANATICS, INC. | |||||
By: | ||||||
Print Name | Print Name/Title | |||||
Date:
|
Date: | |||||
23