bebe stores, inc.

1997 STOCK PLAN

 

(As amended and restated Effective June 13, 2003)

 

 

 

TABLE OF CONTENTS

 

1.	Establishment and Purpose.
2.	Administration.
	(a)	Committees of the Board of Directors.
	(b)	Authority of the Board of Directors.
3.	Eligibility.
	(a)	General Rule.
	(b)	Ten-Percent Shareholders.
4.	Stock Subject to Plan.
	(a)	Basic Limitation.
	(b)	Additional Shares.
5.	Terms and Conditions of Stock Purchase Awards or Sales.
	(a)	Stock Purchase Agreement.
	(b)	Duration of Offers and Nontransferability of Rights.
	(c)	Purchase Price.
	(d)	Withholding Taxes.
	(e)	Restrictions on Transfer of Shares and Vesting.
	(f)	Accelerated Vesting.
6.	Terms and Conditions of Options.
	(a)	Stock Option Agreement.
	(b)	Number of Shares.
	(c)	Exercise Price.
	(d)	Withholding Taxes.
	(e)	Exercisability.
	(f)	Accelerated Vesting and Exercisability.
	(g)	Basic Term.
	(h)	Nontransferability of ISOs.
	(i)	Termination of Service (Except by Death or for Cause.)
	(j)	Leaves of Absence.
	(k)	Death of Optionee.
	(l)	Termination for Cause.
	(m)	No Rights as a Shareholder.
	(n)	Modification, Extension and Assumption of Options.
	(o)	Restrictions on Transfer of Shares and Vesting.
7.	Terms and Conditions of Restricted Stock Units.
	(a)	Restricted Stock Units Agreement.

 

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	(b)	Purchase Price.
	(c)	Vesting.
	(d)	Voting.
	(e)	Effect of Termination of Service.
	(f)	Settlement of Restricted Stock Unit Award.
	(g)	Accelerated Vesting and Settlement of Restricted Stock Unit Awards.
	(h)	Restrictions on Transfer of Restricted Stock Unit Awards.
8.	Payment for Shares.
	(a)	General Rule.
	(b)	Surrender of Stock.
	(c)	Services Rendered.
	(d)	Promissory Note.
	(e)	Exercise/Sale.
	(f)	Exercise/Pledge.
9.	Adjustment of Shares.
	(a)	General.
	(b)	Mergers and Consolidations.
	(c)	Reservation of Rights.
10.	Securities Law Requirements.
	(a)	General.
	(b)	Financial Reports.
11.	No Retention Rights.
12.	Duration and Amendments.
	(a)	Term of the Plan.
	(b)	Right to Amend or Terminate the Plan.
	(c)	Effect of Amendment or Termination.
13.	Definitions.
14.	Execution.

 

 

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bebe stores, inc.

1997 STOCK PLAN

1.             Establishment and Purpose.

The purpose of the Plan is to offer selected individuals an opportunity to acquire a proprietary interest in the success of the Company, or to increase such interest, by purchasing Shares of the Company’s Stock.  The Plan provides for the direct award or sale of Shares, the grant of Options to purchase Shares and the grant of Restricted Stock Units.  Options granted under the Plan may include Nonstatutory Options (“NSOs”) as well as Incentive Stock Options (“ISOs”) intended to qualify under Section 422 of the Code.

Capitalized terms are defined in Section 13.

2.             Administration.

(a)           Committees of the Board of Directors.  The Plan may be administered by one or more Committees.  Each Committee shall consist of two or more members of the Board of Directors who have been appointed by the Board of Directors.  Each Committee shall have such authority and be responsible for such functions as the Board of Directors has assigned to it.  If no Committee has been appointed, the entire Board of Directors shall administer the Plan.  Any reference to the Board of Directors in the Plan shall be construed as a reference to the Committee (if any) to whom the Board of Directors has assigned a particular function.

(b)           Authority of the Board of Directors.  Subject to the provisions of the Plan, the Board of Directors shall have full authority and discretion to take any actions it deems necessary or advisable for the administration of the Plan.  All decisions, interpretations and other actions of the Board of Directors shall be final and binding on all Purchasers, all Optionees, all Participants and all persons deriving their rights from a Purchaser, Optionee and Participant.

(c)           Administration with Respect to Insiders.  With respect to participation by Insiders in the Plan, at any time that any class of equity security of the Company is registered pursuant to Section 12 of the Exchange Act, the Plan shall be administered in compliance with the requirements, if any, of Rule 16b-3.

(d)           Committee Complying with Section 162(m).  If the Company (or any Parent or Subsidiary) is a “publicly held corporation” within the meaning of Section 162(m), the Board of Directors may establish a committee of “outside directors” within the meaning of Section 162(m) to approve any grants under the Plan which might reasonably be anticipated to result in the payment of employee remuneration that would otherwise exceed the limit on employee remuneration deductible for income tax purposes pursuant to Section 162(m).

3.             Eligibility.

(a)           General Rule.  Only Employees, Outside Directors and Consultants shall be eligible for the grant of Options, the direct award or sale of Shares and the grant of Restricted

 

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Stock Units.  For purposes of the foregoing sentence, “Employees,” “Outside Directors” and “Consultants” shall include prospective Employees, prospective Outside Directors and prospective Consultants to whom Options or Shares are granted in connection with written offers of an employment or other service relationship with the Company (or any Parent or Subsidiary).  Only Employees shall be eligible for the grant of ISOs.

(b)           Ten-Percent Shareholders.  An individual who owns more than 10% of the total combined voting power of all classes of outstanding stock of the Company, its Parent or any of its Subsidiaries shall not be eligible to be granted an ISO unless (i) the Exercise Price is at least 110% of the Fair Market Value of a Share on the date of grant, and (ii) the ISO, by its terms is not exercisable after the expiration of five years from the date of grant.  For purposes of this Subsection (b), in determining stock ownership, the attribution rules of Section 424(d) of the Code shall be applied.

4.             Stock Subject to Plan.

(a)           Basic Limitation.  The aggregate number of Shares that may be issued under the Plan (upon exercise of Options, Stock Purchase rights, Restricted Stock Units or other rights to acquire Shares) shall not exceed four million three hundred thirty thousand (4,330,000) Shares, subject to adjustment pursuant to Section 9. The number of Shares that are subject to Options or other rights outstanding at any time under the Plan shall not exceed the number of Shares that then remain available for issuance under the Plan.  The Company, during the term of the Plan, shall at all times reserve and keep available sufficient Shares to satisfy the requirements of the Plan.

(b)           Additional Shares.  In the event that any outstanding Option, Stock Purchase right, Restricted Stock Units or other right for any reason expires or is canceled or otherwise terminated, the Shares allocable to the unexercised portion of such Option or other right shall again be available for the purposes of the Plan.  In the event that Shares issued under the Plan are reacquired by the Company pursuant to any forfeiture provision, right of repurchase or right of fir