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Title: |
Incentive Stock Option Agreement |
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Entities: |
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Date: |
2004 |
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Size: |
22KB total |
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Price: |
$39 |
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ID: |
#1211953 |
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GANDER MOUNTAIN COMPANY
2004 OMNIBUS STOCK PLAN
Incentive Stock Option Agreement
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Name of Optionee: |
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No. of Shares Covered: |
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Date of Grant: |
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Exercise Price Per Share: |
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Expiration Date: |
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Exercise Schedule (Cumulative): |
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No. of Shares as to Which |
This is an Incentive Stock Option Agreement (the Agreement) between Gander Mountain Company, a Minnesota corporation (the Company), and the optionee identified above (the Optionee) effective as of the date of grant specified above.
RECITALS
WHEREAS, the Company maintains the Gander Mountain Company 2004 Omnibus Stock Plan (the Plan);
WHEREAS, pursuant to the Plan, the Board of Directors of the Company (the Board) or a committee of two or more directors of the Company (the Committee) appointed by the Board administers the Plan and has the authority to determine the awards to be granted under the Plan (if the Board has not appointed a committee to administer the Plan, then the Board shall constitute the Committee); and
WHEREAS, the Committee has determined that the Optionee is eligible to receive an award under the Plan in the form of an incentive stock option (the Option);
NOW, THEREFORE, the Company hereby grants this Option to the Optionee under the terms and conditions as follows.
TERMS AND CONDITIONS*
1. Grant. The Optionee is granted this Option to purchase the number of Shares specified at the beginning of this Agreement.
* Unless the context indicates otherwise, terms that are not defined in this Agreement shall have the meaning set forth in the Plan as it currently exists or as it is amended in the future.
2. Exercise Price. The price to the Optionee of each Share subject to this Option shall be the exercise price specified at the beginning of this Agreement (which price shall not be less than the Fair Market Value as of the date of grant or, if the Optionee owns or is deemed to own stock possessing more than 10% of the combined voting power of all classes of stock of the Company, 110% of the Fair Market Value as of the date of grant).
3. Incentive Stock Option. This Option is intended to be an incentive stock option within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended (the Code).
4. Exercise Schedule. This Option shall vest and become exercisable as to the number of Shares and on the dates specified in the exercise schedule at the beginning of this Agreement. The exercise schedule shall be cumulative; thus, to the extent this Option has not already been exercised and has not expired, terminated or been cancelled, the Optionee or the person otherwise entitled to exercise this Option as provided herein may at any time, and from time to time, purchase all or any portion of the Shares then purchasable under the exercise schedule.
This Option may also be exercised in full (notwithstanding the exercise schedule) under the circumstances described in Section 8 of this Agreement if it has not expired prior thereto.
5. Expiration. This Option shall expire at 5:00 p.m. Central Time on the earliest of:
(a) The expiration date specified at the beginning of this Agreement (which date shall not be later than ten years after the date of grant or, if the Optionee owns or is deemed to own stock possessing more than 10% of the combined voting power of all classes of stock of the Company, five years after the date of grant);
(b) The expiration of the period after the termination of employment of the Optionee within which the Option can be exercised (as specified in Section 7 of this Agreement), provided that the Committee may extend any such period following the termination of employment during which the Option can be exercised;
(c) Termination of the Optionees employment for Cause. Cause shall be deemed to exist upon (i) an act or acts of dishonesty undertaken by Optionee and intended to result in substantial gain or personal enrichment of Optionee at the expense of the Company; (ii) unlawful conduct or gross misconduct that is willful and deliberate on Optionees part and that, in either event, is materially injurious to the Company; (iii) the conviction of Optionee of a felony; or (iv) material breach by Optionee of any terms and conditions of any employment or non-competition/non-solicitation agreement between the Optionee and the Company not caused by the Company, which breach has not been cured by Optionee within ten days after written notice thereof to Optionee from the Company; or
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