Restricted Stock Agreement - Build-A-Bear Workshop Inc. and Maxine A. Clark
BUILD-A-BEAR WORKSHOP, INC.
RESTRICTED STOCK AGREEMENT
FOR MAXINE A. CLARK
THIS AGREEMENT, made as of the 3rd day of April, 2000, by and
between Build-A-Bear Workshop, Inc., a Delaware corporation (hereinafter called
the "Company"), and Maxine A. Clark (hereinafter called the "President");
WITNESSETH THAT:
WHEREAS, the Board of Directors of the Company ("Board of
Directors") desires to benefit Build-A-Bear Workshop, Inc. ("Company") by
increasing motivation on the part of Maxine A. Clark, the president of the
Company ("President"), who is materially important to the development of the
Company's business, by creating an incentive for her to remain in the employ of
the Company and to work to the very best of her abilities for the achievement of
the Company's strategic objectives; and
WHEREAS, to further this purpose, the Company desires to make
a restricted stock award to the President for Two Hundred Seventy Four Thousand
Eight Hundred Fifteen (274,815) shares under the terms hereinafter set forth:
NOW, THEREFORE, in consideration of the premises, and of the
mutual agreements hereinafter set forth, it is covenanted and agreed as follows:
1. Terms of Award. Pursuant to action of the Committee (as
defined in Section 6), which action was taken on April 3, 2000 ("Date of
Award"), the Company awards to the President Two Hundred Seventy Four Thousand
Eight Hundred Fifteen (274,815) shares of the common stock of the Company, of
the par value of $0.01 per share ("Common Stock"); provided, however, that (i)
40% of the shares hereby awarded are immediately transferable (subject to
Section 7) by the President and are not subject to any risk of forfeiture and
(ii) 60% the shares hereby awarded are nontransferable by the President during
the periods described below and are subject to the risk of forfeiture described
below. Prior to the time shares become transferable, the shares of Restricted
Stock shall bear a legend indicating their nontransferability, and, if the
President terminates employment prior to the time a restriction lapses, she
shall forfeit any shares of Restricted Stock which are still subject to the
restrictions at the time of her termination of employment.
(a) On the date ending one year after the Date of
Award, an additional 40% of the shares of Restricted Stock shall become
transferable by the President if the President is still employed, and
has been continuously employed during such one-year period, by the
Company on such date. If on the date ending one year after the Date of
Award, the President is not employed by the Company, the 40% shares of
Restricted Stock shall be forfeited by the President.
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(b) On the date ending two years after the Date of
Award, an additional 20% of the shares of Restricted Stock shall become
transferable by the President if the President is still employed, and
has been continuously employed during such two-year period, by the
Company on such date. If on the date ending two years after the Date of
Award, the President is not employed by the Company, the additional 20%
shares of Restricted Stock shall be forfeited by the President.
(c) Notwithstanding the foregoing, in the event of a
Change of Control or a Public Offering (both defined below), all
previously-granted shares of Restricted Stock not yet free of the
restrictions of Sections 1(a) and (b) above shall become immediately
free of such restrictions.
(1) For purposes of this Agreement, a Change
in Control means:
(A) The purchase or other
acquisition (other than from the Company) by any
person, entity or group of persons, within the
meaning of Section 13(d) or 14(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act")
(excluding, for this purpose, the Company or its
subsidiaries or any employee benefit plan of the
Company or its subsidiaries), of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 50% or more of either the
then-outstanding shares of common stock of the
Company or the combined voting power of the Company's
then-outstanding voting securities entitled to vote
generally in the election of directors; or
(B) Individuals who, as of the date
hereof, constitute the Board of Directors of the
Company (the "Board" and, as of the date hereof, the
"Incumbent Board") cease for any reason to constitute
at least a majority of the Board, provided that any
person who becomes a director subsequent to the date
hereof whose election, or nomination for election by
the Company's shareholders, was approved by a vote of
at least a majority of the directors then comprising
the Incumbent Board (other than an individual whose
initial assumption of office is in connection with an
actual or threatened election contest relating to the
election of directors of the Company, as such terms
are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) shall be, for purposes of
this section, considered as though such person were a
member of the Incumbent Board; or
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(C) Approval by the stockholders of
the Company of a reorganization, merger or
consolidation, in each case with respect to which
persons who were the stockholders of the Company
immediately prior to such reorganization, merger or
consolidation do not, immediately thereafter, own
more than 50% of, respectively, the common stock and
the combined voting power entitled to vote generally
in the election of directors of the reorganized,
merged or consolidated corporation's then-outstanding
voting securities, or of a liquidation or dissolution
of the Company or of the sale of all or substantially
all of the assets of the Company.
(2) For purposes of this Agreement, a Public
Offering means the creation of an active trading market in
Common Stock by the sale of Common Stock to the public
pursuant to a registration statement under the Securities Act
of 1933.
2. Death of the President. In the event of the death of the
President while she is employed by the Company (or its parent or a subsidiary),
or within three (3) months after the termination of her employment (or one year
in the case of the termination of employment of the President who is disabled),
all previously-granted shares of Restricted Stock not yet free of the
restrictions of Section 1 shall become immediately free of such restrictions and
may be exercised by a legatee or legatees of the President under her last will,
or by her personal representatives or distributees, at any time within a period
of one year after her death.
3. Cost of Restricted Stock. The purchase price of the shares
of Restricted Stock shall be the fair market value of such shares determined by
the Company in its sole discretion as of the Date of Award. The President may
request a loan from the Company for the purchase price in accordance with the
terms set forth in Exhibit A. Notwithstanding, the purchase price shall not be
less than $4.50 per share.
4. Adjustments Upon Changes in Capitalization or Corporate
Acquisitions. Notwithstanding any other provision in the Agreement, if there is
any change in the Common Stock by reason of stock dividends, spin-offs, split
ups, recapitalizations, mergers, consolidations, reorganizations, combinations
or exchanges of shares, the number of shares of Common Stock under this award of
Restricted Stock not yet vested, and the price thereof, as applicable, shall be
appropriately adjusted by the Committee.
5. No Right to Continued Employment. Nothing in this Agreement
shall be deemed to create any limitation or restriction on such rights as the
Company otherwise would have to terminate the employment of the President at any
time for any reason.
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6. Committee Administration. This award has been made pursuant
to a determination made by the directors on the compensation committee of the
Board of Directors ("Committee"), and the Committee or any successor or
substitute committee authorized by the Board of Directors or the Board of
Directors itself, subject to the express terms of this Agreement, shall have
plenary authority to interpret any provision of this Agreement and to make any
determinations necessary or advisable for the administration of this Agreement
and may waive or amend any provisions hereof in any manner not adversely
affecting the rights granted to the President by the express terms hereof.
The Committee shall be appointed by the Board of Directors,
which may from time to time appoint members of the Committee in substitution for
members previously appointed and may fill vacancies, however caused, in the
Committee. The Board of Directors shall select one of the Committee members as
its Chairman, and shall hold its meetings at such times and places as it may
determine. A majority of its members shall constitute a quorum. All
determinations of the Committee shall be made by a majority of its members
present at any meeting at which there is a quorum. Any decision or determination
reduced to writing and signed by all of the members shall be fully as effective
as if it had been made by a majority vote at a meeting duly called and held. The
Committee may appoint a secretary, shall keep minutes of its meetings and shall
make such rules and regulations for the conduct of its business as it shall deem
advisable.
7. Stockholders' Agreement. This award is granted under and is
expressly subject to all the terms and provisions of the Build-A-Bear Workshop,
Inc. Stockholders' Agreement dated April 3, 2000 ("Stockholders' Agreement").
Optionee hereby acknowledges receipt of a copy of the Stockholders' Agreement
and agrees to be bound by all the terms and provisions thereof.
IN WITNESS WHEREOF, the Company has caused this Agreement to
be executed on its behalf and the President has signed this Agreement to
evidence her acceptance of the terms hereof, all as of the date first above
written.
BUILD-A-BEAR WORKSHOP, INC.
By: /s/ Maxine Clark
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PRESIDENT
/s/ Maxine Clark
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Maxine A. Clark
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