Sample Business Contracts

1994 Non-Employee Director Stock Option Plan - Topps Co. Inc.

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                             THE TOPPS COMPANY, INC.

                   (Amended and Restated as of June 27, 2002)

     1. Purpose.  The 1994 Non-Employee  Director Stock Option Plan (Amended and
Restated as of May 18, 1998) (the  "Plan") is intended to promote the  interests
of  The  Topps  Company,   Inc.  (the   "Company")  by  providing   equity-based
compensation  as an  inducement  to obtain and retain the  services of qualified
persons  who are  neither  employees  nor  officers  of the  Company to serve as
members  of  the  Board  of  Directors  of  the  Company  (the  "Board")   which
compensation is tied directly to shareholder return.

     2. Rights to be Granted.  Under the Plan,  options are granted that give an
optionee the right for a specified time period to purchase a specified number of
shares of common stock,  par value $0.01,  of the Company (the "Common  Stock").
The option price is determined in each instance in accordance  with the terms of
the Plan. Options granted under the Plan are not intended to be "incentive stock
options" within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code").

     3. Available  Shares.  The total number of shares of Common Stock for which
options may be granted on or after the date of stockholder approval of the Plan,
as amended,  shall not exceed 954,000,  subject to adjustment in accordance with
Section 13 hereof. Shares subject to the Plan are authorized but unissued shares
or shares that were once issued and subsequently  reacquired by the Company.  If
any options  granted  under the Plan are  surrendered  before  exercise or lapse
without  exercise,  in whole or in part, the shares reserved  therefor revert to
the option pool and continue to be available for grant under the Plan.

     4.  Administration.  The Plan  shall be  administered  by the  Board or the
Compensation Committee of the Board (the entity administering the plan from time
to time is  hereafter  referred to as the  "Committee").  The  Committee  shall,
subject to the provisions of the Plan,  have the power,  in its  discretion,  to
reduce the number of options  granted  under the Plan and to determine the terms
of such options and the time at which and the eligible  individuals to whom such
options will be granted. The Committee shall also have the power to construe the
Plan, to determine all questions  thereunder,  and to adopt and amend such rules
and regulations for the administration of the Plan as it may deem desirable.


     5. Option  Agreement.  Each option granted under the provisions of the Plan
shall be  evidenced by an Option  Agreement,  in such form as may be approved by
the Committee, which Agreement shall be duly executed and delivered on behalf of
the Company and by the individual to whom such option is granted.  The Agreement
shall contain such terms,  provisions,  and conditions not inconsistent with the
Plan as may be determined by the Committee.

     6. Eligibility and Limitations. Options may be granted pursuant to the Plan
only to non-employee members of the Board.

     7. Option Price.  The purchase  price of the Common Stock under each option
shall not be less than the "Fair  Market  Value" of the Common Stock on the date
of grant. For purposes of the Plan, the Fair Market Value of the Common Stock as
of any date means the  closing  price of the Common  Stock,  on the day prior to
such date, on the stock exchange  (including NASDAQ National Market System) with
the  largest  volume  of sales of  Common  Stock  on such  date,  if sold on any
exchange,  or if not sold on any such  exchange,  the average of the closing bid
and asked prices of the Common  Stock on the day prior to such date,  or, if the
stock is not traded,  such other price as the  Committee  determines is the Fair
Market  Value of the Common  Stock on such  date.  No option may be granted at a
price per share which is less than the par value of the Common Stock.

     8. Automatic  Grant of Options.  Unless action is taken by the Committee to
reduce such number,  each year, on the date of the Company's  Annual  Meeting of
Stockholders, each member of the Board who is neither an employee nor an officer
of the  Company  shall be  automatically  granted on such date  without  further
action  by the  Board an  option to  purchase  17,000  shares  of Common  Stock.
Anything in the Plan to the contrary  notwithstanding,  the effectiveness of the
Plan, as amended and restated,  and of the grant of additional options hereunder
is in all respects  subject to, and the Plan and options  granted under it shall
be of no force and  effect  unless and until,  and no option  granted  hereunder
shall in any way vest or become  exercisable in any respect unless and until the
approval  of the Plan by the  affirmative  vote of a majority  of the  Company's
shares  present  in  person  or by proxy and  entitled  to vote at a meeting  of
shareholders at which the Plan is presented for approval.

     9. Period of Option.  The options granted hereunder after 1997 shall expire
on a date which is ten (10) years after the date of grant of the options and the
Plan shall terminate when all options granted hereunder have terminated.



     10.  Exercise of Option.  Options shall be exercised by the delivery to the
Company at its principal  office or at such other address as may be  established
by the  Committee  (Attention:  Assistant  Treasurer)  of written  notice of the
number of  shares of Common  Stock  with  respect  to which the  option is being
exercised  accompanied  by payment in full of the purchase price of such shares.
Unless otherwise  determined by the Committee at the time of grant,  payment for
such shares may be made (i) in cash,  (ii) by certified  check or bank cashier's
check payable to the order of the Company in the amount of such purchase  price,
(iii) by  delivery  to the Company of Common  Stock  having a Fair Market  Value
equal to such purchase  price,  (iv) by irrevocable  instructions to a broker to
deliver promptly to the Company the amount of sale or loan proceeds necessary to
pay such purchase  price and to sell the Common Stock to be issued upon exercise
of the Option and deliver the cash proceeds less  commissions and brokerage fees
to the  optionee  or to  deliver  the  remaining  shares of Common  Stock to the
optionee,  or (v) by any combination of the methods of payment  described in (i)
through  (iv) above;  provided,  however,  that Common  Stock may not be used in
payment for the exercise of an option  unless the shares so used are  considered
"mature" for purposes of generally  accepted  accounting  principles.  Shares of
Common  Stock are  considered  mature if they (i) have been held by the optionee
for at least six months  prior to the use  thereof  to pay the  option  exercise
price, (ii) have been purchased by the optionee on the open market or (iii) meet
any other requirement for mature shares as may exist on the date of exercise. An
option holder shall have none of the rights of a stockholder with respect to the
Common Stock subject to the option until such Common Stock shall be  transferred
to the holder upon the exercise of his option.

     11. Vesting of Shares and Non-Transferability of Options.

     (a)  Vesting.  Options  granted  under the Plan  shall be fully  vested and
exercisable  on the day  immediately  preceding the date of the  Company's  next
regular  Annual  Meeting of  Stockholders  which  follows the date of the Annual
Meeting on which the options were granted,  provided the director's service as a
director continues until such immediately preceding date.

     (b) Legend on Certificates.  The certificates representing shares of Common
Stock  acquired  under the Plan shall carry such  appropriate  legend,  and such
written  instructions  shall be given to the Company's transfer agent, as may be
deemed  necessary or advisable by counsel to the Company in order to comply with
the requirements of the Securities Act of 1933 or any state securities laws.

     (c)  Non-Transferability.  Unless  otherwise  determined by the  Committee,
either at the time of grant or prior to the time of  transfer,  options  granted
pursuant to the Plan shall not be assignable or transferable  other than by will
or the laws of descent  and  distribution,  and shall be  exercisable  during an
optionee's lifetime only by him.



     12.  Termination of Option Rights.  In the event an optionee ceases to be a
member of the Board for any reason, all unvested options shall be forfeited back
to the Company and any then  unexercised  options granted to such optionee which
were exercisable at the time the optionee ceased to be a member of the Board may
be exercised until the expiration of the option term.

     13.  Adjustments Upon Changes in Capitalization  and other Matters.  In the
event that the outstanding  shares of Common Stock are changed into or exchanged
for a different  number or kind of shares or other  securities of the Company or
of another corporation by reason of any reorganization,  merger,  consolidation,
recapitalization  or  reclassification,  or  in  the  event  of a  stock  split,
combination  of  shares  or  dividends  payable  in  capital  stock,   automatic
adjustment  shall  be  made  in the  number  and  kind  of  shares  as to  which
outstanding  options or portions thereof then  unexercised  shall be exercisable
and in the available  shares set forth in Section 3 hereof,  to the end that the
proportionate  interest  of the  optionee  shall be  maintained  as  before  the
occurrence of such event.  Such adjustment in outstanding  options shall be made
without change in the total price applicable to the unexercised  portion of such
options and with a corresponding adjustment in the option price per share.

     If the Company shall be reorganized,  consolidated,  or merged with another
corporation,  or if all or substantially  all of the assets of the Company shall
be sold or  exchanged,  the  optionee  shall,  after  the  occurrence  of such a
corporate event, be entitled to receive upon the exercise of his option the same
number  and kind of shares of stock or the same  amount of  property,  cash,  or
securities  as he would have been  entitled to receive upon the happening of any
such  corporate  event  as if  he  had  exercised  such  option  and  had  been,
immediately  prior to such event,  the holder of the number of shares covered by
such option.

     Any adjustment in the number of shares shall apply  proportionately to only
the unexercised portion of any option granted hereunder. If fractions of a share
would result from any such  adjustment,  the adjustment  shall be revised to the
next higher whole number of shares.

     14. Change in Control.

     (a) Notwithstanding the vesting period set forth in Section 11(a) herein or
any vesting  schedule set forth in any option  agreement issued pursuant hereto,
all  unexercised  outstanding  options shall become fully vested and immediately
exercisable upon a Change in Control, as defined below.



     (b) Unless more limited definition is provided in the option
agreement, a "Change in Control" shall be deemed to have occurred upon the first
to occur of the following:

          (i) The  acquisition  by any  person  (including  a group,  within the
          meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act
          of  1934,  as  amended  (the  "Act")),  other  than  the  Company,  of
          beneficial  ownership  (within the  meaning of Rule 13d-3  promulgated
          under  the  Act) of 50% or more of the  combined  voting  power of the
          Company's  then  outstanding  voting  securities,  without  the  prior
          approval of the Board;

          (ii) The first purchase under a tender offer or exchange offer,  other
          than an offer by the Company, pursuant to which shares of Common Stock
          have been  purchased,  unless such tender offer or exchange  offer was
          previously approved by the Board; or

          (iii)  During any period of 24 months or less,  the  persons  who were
          Continuing  Directors,  as  defined  below,   immediately  before  the
          beginning of such period shall cease, for any reason other than death,
          to  constitute  at least a majority  of the Board,  provided  that any
          director who was not a director at the  beginning of such period shall
          be deemed to be a Continuing Director if clause (ii) of the definition
          of "Continuing Director" applies.

     (c) "Continuing Director" shall mean any member of the Board who either (i)
is a member of the Board on May 1, 1998,  or (ii) was  nominated for election to
the Board  by, or on the  recommendation  of or with the  approval  of, at least
two-thirds of the directors who then qualified as Continuing Directors.

     15.  Restrictions on Issuance of Shares.  Notwithstanding the provisions of
Section  10  hereof,  the  Company  shall  have no  obligation  to  deliver  any
certificate  or  certificates  upon  exercise of an option  until the  following
conditions shall be satisfied:

          (i) The shares with respect to which the option has been exercised are
     at the  time of the  issue  of such  shares  effectively  registered  under
     applicable  federal and state  securities acts as now in force or hereafter
     amended; or



          (ii)  Counsel  for the Company  shall have given an opinion  that such
     shares are exempt from registration under federal and state securities acts
     as now in force or hereafter amended;

and the Company has complied with all applicable laws and regulations, including
without limitation all regulations required by any stock exchange upon which the
Common Shares are then listed.

     The Company shall use its best efforts to bring about  compliance  with the
above  conditions  within a reasonable  time,  except that the Company  shall be
under  no  obligation  to cause a  registration  statement  or a  post-effective
amendment to any registration statement to be prepared at its expense solely for
the purpose of  covering  the issue of shares in respect of which any option may
be exercised.

     16.  Representation  of  Optionee.  The Company may require the optionee to
deliver written warranties and representations  upon exercise of the option that
are  necessary  to show  compliance  with  federal  and  state  securities  laws
including  to the effect that a purchase of shares  under the option is made for
investment  and not with a view to their  distribution  (as that term is used in
the Securities Act of 1933).

     17. Approval of  Stockholders.  The  effectiveness of this Plan, as amended
and  restated,  and of the grant of all  options  hereunder  is in all  respects
subject to approval  by the  Company's  shareholders  as more fully set forth in
Section 8 hereof.

     18.  Termination  and  Amendment  of Plan.  The  Committee  may at any time
terminate the Plan or make such  modification  or amendment  thereof as it deems
advisable,  provided,  however, that (i) the Committee may not, without approval
by the  affirmative  vote of the holders of a majority of the shares  present in
person  or by proxy  and  entitled  to vote at a meeting  of  stockholders,  (a)
increase the maximum number of shares for which options may be granted under the
Plan; or (b) change the price at which options are to be granted. Termination or
any  modification  or  amendment  of the Plan  shall not,  without  consent of a
participant, affect his rights under an option previously granted to him.