1996 Stock Option Plan - Topps Co. Inc.
THE TOPPS COMPANY, INC.
1996 STOCK OPTION PLAN
1. PURPOSES.
The Topps Company, Inc. 1996 Stock Option Plan (the "Plan") is
intended to attract and retain the best available personnel, to encourage
participants to make substantial contributions to the future success of The
Topps Company, Inc., a Delaware corporation (the "Company") or to certain
entities directly or indirectly controlled by or affiliated with the Company,
and to ensure that the Company can provide competitive compensation
opportunities to its personnel. The above objectives will be effectuated through
the granting of certain options ("Options") to purchase shares of the Company's
common stock, par value $0.01 per share (the "Common Stock") and stock
appreciation rights ("SARs"). By meeting these objectives, the Plan is intended
to benefit the shareholders of the Company.
2. ADMINISTRATION OF THE PLAN.
The Plan shall be administered by a committee (the "Committee")
consisting of at least two persons, appointed by the Board of Directors of the
Company (the "Board of Directors"), each of whom shall be a "disinterested
person" within the meaning of and to the extent required by Rule 16b-3 under the
Securities Exchange Act of 1934, as amended (the "1934 Act") and an "outside
director" for purposes of Section 162(m) of the Internal Revenue Code of 1986,
as amended (the "Code"). Within the limits of the express provisions of the
Plan, the Committee shall have the authority, in its discretion, to take the
following actions under the Plan:
(a) to make grants of "incentive stock options" ("ISOs") within the
meaning of Section 422 of the Code, Options which are not intended to be ISOs
("Non-Qualified Options") and SARs and to determine the individuals to whom, and
the time or times at which, Options or SARs shall be granted, the number of
shares of Common Stock to be subject to each Option and whether such Options
shall be ISOs or Non-Qualified Options;
(b) to interpret the Plan;
(c) to prescribe, amend and rescind rules and regulations
relating to the Plan;
(d) to determine the terms and provisions of the respective
Option or SAR agreements;
(e) to accelerate the vesting of any outstanding Options or
SARs;
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(f) to make grants to individuals who are foreign nationals or who
are employed outside the United States or both, on such terms and conditions
(which may be different than specified by the Plan) which the Committee deems
necessary or appropriate to assure the viability of such grants to meet the
purposes of the Plan and to comply with the laws or customs of the jurisdiction
in which such individual is a citizen or resident;
(g) to make all other determinations and take all other actions
necessary or advisable for the administration of the Plan.
In making such determinations, the Committee may take into account
the nature of the services rendered by such individuals, and such other factors
as the Committee, in its discretion, shall deem relevant. An individual to whom
an Option or SAR has been granted under the Plan is referred to herein as an
"Optionee". The Committee's determinations on the matters referred to in this
Section 2 shall be final, binding and conclusive for all purposes, upon all
persons, including without limitation, the Company, the stockholders, the
Committee and each member thereof, the directors, officers and employees of the
Company, and the Optionees and their respective successors in interest. The
Committee may designate persons other than members of the Committee or the Board
of Directors to carry out its responsibilities, subject to such limitations,
restrictions and conditions as it may prescribe, except that the Committee may
not delegate its authority with regard to the awarding of grants to persons
subject to Section 16 of the 1934 Act, unless otherwise permitted by Rule 16b-3
under the 1934 Act, or whose compensation may be subject to limitations on
deductibility under Section 162(m) of the Code. Further, the Committee may not
delegate its authority if such delegation would cause the Plan not to comply
with the requirements of Rule 16b-3 or any successor rule under the 1934 Act.
3. SHARES SUBJECT TO THE PLAN.
The Company shall at all times while the Plan is in force reserve
such number of shares of Common Stock as will be sufficient to satisfy the
requirements of outstanding Options and SARs which provide for settlement in
shares of Common Stock. Subject to adjustment as contemplated by Section 9
hereof, the total number of shares of Common Stock which may be issued under the
Plan shall not exceed that number of shares of Common Stock which remain
available for grant of options under The Topps Company, Inc. 1987 Stock Option
Plan, as amended (the "Prior Plan") on June 25, 1996, as increased (i) annually
on the last day of the Company's fiscal year, by an amount equal to 0.70% of the
aggregate of the total number of shares of Common Stock outstanding on the last
day of each fiscal year of the Company, commencing with the fiscal year ending
March 1, 1997 and ending with the fiscal year ending February 25, 2001, and (ii)
from time
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to time, by (A) that number of shares of Common Stock which were or are reserved
for issuance upon the exercise of Options granted under the Plan, or under the
Prior Plan, which shall have expired, been canceled, or terminated for any
reason without having been exercised in full, and (B) that number of shares
which are exchanged by an Optionee, either actually or by attestation, as full
or partial payment to the Company of the purchase price of shares being acquired
through the exercise of a stock option granted under the Plan or the Prior Plan.
The preceding sentence notwithstanding, the aggregate number of shares for which
ISOs may be granted under the Plan shall not exceed 1,500,000. Shares available
for issuance under the Plan which are not issued in a given year shall be
carried forward and continue to be available in the succeeding year. Where an
SAR is settled in cash or any form other than shares of Common Stock, the shares
in respect of which the SARs are settled shall not be deemed issued and shall
remain available for issuance under the Plan. The shares of Common Stock to be
issued under the Plan may be authorized but unissued shares or shares of Common
Stock that shall have been or may be reacquired by the Company.
4. ELIGIBILITY.
(a) Incentive Stock Options ("ISOs") meeting the requirements of
Section 422 of the Code may be granted under the Plan only to employees of the
Company or a "subsidiary corporation" within the meaning of Section 424 of the
Code ("Subsidiary"). Non-Qualified Options and SARs may be granted under the
Plan only to employees and non-employee directors of, and persons or entities
which provide significant services to, (i) the Company, (ii) a Subsidiary, or
(iii) entities directly or indirectly controlled by or affiliated with the
Company and designated by the Committee ("Designated Entities"). The term
"Company," when used in the Plan, shall be deemed to include the Company,
Subsidiaries and Designated Entities.
(b) Nothing contained in the Plan shall be construed to limit the
right of the Company to adopt such other incentive arrangements as it may deem
advisable, including, without limitation, the right to grant stock options
otherwise than under the Plan for proper corporate purposes.
5. TERMS OF GRANTS.
Each Option or SAR granted under the Plan shall be evidenced by a
written agreement in such form and containing such terms and conditions (not
inconsistent with the Plan) as the Committee shall in its discretion adopt.
Option and SAR agreements need not contain identical terms and conditions and
may include, without limitation, expiration contingencies, forfeitability
contingencies based on continued employment with the Company, the meeting of
performance criteria, or any or all of the above.
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(a) The Committee shall fix the purchase price of the shares of
Common Stock subject to each Option and the exercise price of each SAR, at the
time such Option or SAR is granted; provided, that in no event shall the per
share purchase price of an Option or the exercise price of an SAR be less than
the Fair Market Value of a share of Common Stock on the date of grant, except
that in the case of an Option or SAR granted retroactively in tandem with or as
a substitution for another grant, the purchase price or exercise price may be
the same as the purchase price or exercise price of such other grant.
(b) The Committee shall fix the date or dates on which each Option
(or portion thereof) or SAR shall be exercisable at the time such Option or SAR
is granted.
(c) The Committee shall fix the expiration date of each Option or
SAR at the time such Option or SAR is granted. No Option or SAR shall be
exercisable after the expiration of ten (10) years from the date of its grant
and each Option and SAR shall be subject to earlier termination as determined by
the Committee.
(d) SARs and 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 SARs or number of shares of Common Stock with respect to which the SAR
or Option is being exercised accompanied, in the case of an exercise of an
Option, by payment in full of the purchase price of such shares. Unless
otherwise determined by the Committee at the time of grant, payment 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 shares 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, to sell the shares of 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.
(e) An Optionee shall not have any of the rights of a holder of the
Common Stock with respect to the shares of Common Stock subject to an Option
until such shares are issued to such Optionee upon the exercise of such Option.
(f) Any grant under the Plan shall be non-transferable and,
accordingly, shall not be assignable, alienable, salable or otherwise
transferable by the Optionee except by will or the laws of descent and
distribution, and may be exercised, during the lifetime of an Optionee, only by
the Optionee. No Option or SAR
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granted under the Plan shall be subject to execution, attachment or other
process.
(g) For purposes of the Plan, as of any date when the Common Stock
is quoted on the National Association of Securities Dealers Automated Quotation
System National Market System ("NASDAQ-NMS") or listed on one or more national
securities exchanges, the "Fair Market Value" of the Common Stock as of such
date shall be deemed to be the closing price, on the day prior to the date of
grant, (or, in the case of an exercise by delivery of shares of Common Stock, on
the day prior to the delivery of shares to the Company) on the stock exchange
(including NASDAQ-NMS) with the largest volume of sales of Common Stock on such
day 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 the
date of grant of the Option (or, in the case of an exercise by delivery of
shares of Common Stock, on the day prior to the delivery of shares to the
Company); or, if there are no such sales on that date, then on the last
preceding date on which such sales were reported. If the Common Stock is not
quoted on the NASDAQ-NMS or listed on an exchange, or representative quotes are
not otherwise available, the "Fair Market Value" of the Common Stock shall mean
the amount determined by the Committee to be the fair market value based upon a
good faith attempt to value the Common Stock accurately.
(h) In no event shall any single Optionee be granted Options or SARs
under the Plan covering more than 500,000 shares of Common Stock during any
partial or full fiscal year of the Company during which the Plan is in
existence, subject to adjustment as provided in Section 9 hereof.
6. SPECIAL PROVISIONS APPLICABLE TO ISOS.
The following special provisions shall be applicable to ISOs granted
under the Plan.
(a) No ISOs shall be granted under the Plan after ten (10) years
from the earlier of (i) the date the Plan is adopted, or (ii) the date the Plan
is approved by the Company's shareholders.
(b) ISOs may not be granted to a person who owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Company, any Subsidiary, or any "parent corporation" (a "Parent") of the Company
within the meaning of Section 424(e) of the Code.
(c) If the aggregate Fair Market Value of the Common Stock with
respect to which ISOs are exercisable for the first time by any Optionee during
a calendar year (under all plans of the Company and its Parents and
Subsidiaries) exceeds $100,000, such ISOs shall be treated, to the extent of
such excess, as Non-Qualified Options. For purposes of the preceding sentence,
the
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Fair Market Value of the Common Stock shall be determined at the time the ISOs
covering such shares were granted.
7. STOCK APPRECIATION RIGHTS.
A SAR grant shall confer on an Optionee the right to receive in
shares of Common Stock, cash or a combination of both, up to the positive
difference, if any, between the Fair Market Value of a designated number of
shares of Common Stock on the date the SARs are exercised and the designated
exercise price of the SARs contained in the terms and conditions of the grant.
Shares issued in settlement of the exercise of an SAR shall be valued at their
Fair Market Value on the date of the exercise of the SAR.
8. LIMITED RIGHTS.
Each Option or SAR granted under the Plan shall include a limited
right ("Limited Right") which will allow the Optionee to receive the value of
the Option or SAR, as described below, upon a Change in Control as defined
below. Limited Rights shall provide for automatic exercise upon the occurrence
of a Change in Control, whether or not the related Option or SAR is then
exercisable in accordance with its terms, provided there is then a positive
difference between the Change in Control Price and the exercise price of the
Option or SAR.
Each Limited Right shall expire no later than the expiration of the
underlying Option or SAR and shall be transferable only when and to the extent
the underlying Option or SAR is transferable.
Except to the extent payment is due as a result of an automatic
exercise upon the occurrence of a Change in Control as provided in the preceding
paragraph, Limited Rights or the applicable portion thereof granted with respect
to a given Option or SAR shall terminate and cease to exist upon the expiration,
termination or forfeiture of the related Option or SAR. Upon the exercise of an
Option or SAR, the related Limited Right shall cease to exist to the extent of
the shares of Common Stock with respect to which such Option is exercised. Upon
the exercise of a Limited Right, the related Option or SAR shall expire. Limited
Rights shall be transferable only at such time or times and to the extent that
the underlying Option or SAR would be transferable.
Upon exercise of a Limited Right, the Optionee shall be entitled to
receive in cash, in lieu of exercising his Option or SAR, an amount in cash
equal in value to the excess of (i) the Change in Control Price, as defined
below, of a share of Common Stock over (ii) the purchase price or exercise price
specified in the related Option or SAR agreement, such excess to be multiplied
by the number of shares of Common Stock or SARs to which the Limited Right
relates.
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For purposes of this Section 8, the following definitions shall
apply:
Unless more limited definition is provided in the Option or SAR
agreement, a "Change in Control" shall be deemed to have occurred upon the first
to occur of the following:
(a) The acquisition by any person (including a group, within the
meaning of Section 13(d)(3) or 14(d)(2) of the 1934 Act), other than the
Company, of beneficial ownership (within the meaning of Rule 13d-3 promulgated
under the 1934 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 of
Directors;
(b) 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 of Directors; or
(c) During any period of 24 months or less, the persons who were
Continuing Directors immediately before the beginning of such period shall
cease, for any reason other than death, to constitute at least a majority of the
Board of Directors, 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.
"Change in Control Price" shall mean the highest price per share of
Common Stock paid in any transaction in connection with a Change in Control of
the Company.
"Continuing Director" shall mean any member of the Board of Directors
of the Company who either (i) is a member of the Board of Directors on the date
this Plan is adopted, or (ii) was nominated for election to the Board of
Directors by, or on the recommendation of or with the approval of, at least
two-thirds of the directors who then qualified as Continuing Directors.
9. ADJUSTMENT UPON CHANGES IN CAPITALIZATION.
(a) In the event that the outstanding shares of Common Stock are
changed by reason of reorganization, merger, consolidation, recapitalization,
reclassification, stock split, combination, exchange of shares, spin-off or
other distribution (other than normal cash dividends) of Company assets to
shareholders, a proportionate adjustment, if any, shall be made by the
Committee, as it deems appropriate to reflect such change, in the aggregate
number of shares of Common Stock available under the Plan, the maximum number of
shares covered by Options or SARs granted to any Optionee during any partial or
full calendar year,
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in the number of shares of Common Stock and price per share of Common Stock
subject to outstanding Options, and in the number and exercise price of
outstanding SAR grants. If the Company shall be sold, reorganized, consolidated,
or merged with another corporation (a "Corporate Event"), an Optionee shall be
entitled to receive upon the exercise of his Option or SAR 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 occurrence of any such Corporate
Event as if he had been, immediately prior to such event, the holder of the
number of shares of Common Stock covered by his Option; provided, however, that
the Committee may, in its discretion, unless it is intended that pooling of
interests accounting treatment apply, accelerate the exercisability of
outstanding Options and SARs to any date within 30 days prior to or concurrent
with the occurrence of such Corporate Event and, in connection therewith, may
shorten the term of outstanding Options and SARs to the date of the occurrence
of such Corporate Event.
(b) If fractions of a share would result from any such adjustment,
the adjustment shall be revised to the next lower whole number of shares.
10. FURTHER CONDITIONS OF EXERCISE.
(a) Unless prior to the exercise of an Option the shares of Common
Stock issuable upon such exercise are the subject of a registration statement
filed with the Securities and Exchange Commission pursuant to the Securities Act
of 1933, as amended (the "Securities Act"), and there is then in effect a
prospectus filed as part of such registration statement meeting the requirements
of Section 10(a)(3) of the Securities Act, the notice of exercise with respect
to such Option shall be accompanied by a representation or agreement of the
Optionee to the Company to the effect that such shares are being acquired for
investment only and not with a view to the resale or distribution thereof, or
such other documentation as may be required by the Company, unless, in the
opinion of counsel to the Company, such representation, agreement or
documentation is not necessary to comply with the Securities Act.
(b) Anything in subparagraph (a) of this Section 10 to the contrary
notwithstanding, the Company shall not be obligated to issue or sell any shares
of Common Stock until they have been listed on each securities exchange on which
the shares of Common Stock may then be listed and until and unless, in the
opinion of counsel to the Company, the Company may issue such shares pursuant to
a qualification or an effective registration statement, or an exemption from
registration, under such state and federal laws, rules or regulations as such
counsel may deem applicable. The Company shall use reasonable efforts to effect
such listing, qualification and registration, as the case may be.
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11. TERMINATION OF SERVICE.
Except as otherwise specifically provided by the Committee in the
Option or SAR agreement, Options and SARs may be exercised only within the
period set forth below. An Option or SAR held by a director shall be exercisable
only if the Optionee has maintained continuous status as a member of the Board
of Directors and an Option or SAR held by an employee shall be exercisable only
if the Optionee has maintained continuous status as an employee since the date
of grant. No Option or SAR shall be exercisable after termination of an
Optionee's membership on the Board of Directors or employment with the Company
unless such termination occurs by reason of retirement with the consent of the
Board of Directors, death or disability (as defined in Section 22(e)(3) of the
Code). In the event of termination of service by retirement with the consent of
the Board of Directors, or disability, the Options or SARs held by such
individual which were otherwise exercisable on the date of his termination shall
expire unless exercised by such individual within a period of three months after
the date of termination by retirement or one year after the date of termination
by disability. In the case of the death of an Optionee while employed by the
Company or within three months of termination of service by retirement with the
consent of the Board of Directors, his Options or SARs may be exercised by his
heirs, legatees or personal representatives, within a period of one year after
the date of death. In the event of the death of an Optionee within one year
after the termination of employment due to disability, his Options or SARs may
be exercised by his heirs, legatees or personal representatives within a period
of one year after the Optionee's date of death. Options or SARs granted under
the Plan shall not be affected by any change of employment so long as the
Optionee continues to be an employee of the Company, a Subsidiary or a
Designated Entity. Notwithstanding the foregoing, the Committee may provide in
an Option or SAR agreement for the continued exercisability of Options after
termination of employment for such other period or periods and on such other
terms and conditions as the Committee determines to be appropriate. In no event,
however, shall any Option or SAR be exercisable after 10 years from the date it
was granted.
12. TERMINATION, MODIFICATION AND AMENDMENT.
(a) The Plan (but not Options or SARs previously granted under the
Plan) shall terminate five (5) years from the date the Plan is approved by the
Company's stockholders and no Option or SAR shall be granted after termination
of the Plan.
(b) The Plan may at any time be terminated or, from time to time, be
suspended, modified or amended by the Board of Directors; provided, however,
that the Board of Directors shall not, without approval by the affirmative vote
of the holders of a majority of the voting securities of the Company present in
person or represented by proxy and entitled to vote at a meeting
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duly held in accordance with Delaware law, (i) increase (except as provided by
Section 7) the maximum number of shares of Common Stock as to which Options or
SARs may be granted under the Plan, or (ii) reduce the minimum purchase price or
exercise price at which Options or SARs may be granted under the Plan.
(c) No termination, modification or amendment of the Plan may
materially and adversely affect the rights conferred under the Plan or any
related grant agreement with respect to outstanding Options or SAR grants
without the written consent of the affected Optionee.
13. EFFECTIVENESS OF THE PLAN.
The Plan shall become effective upon adoption by the Board of
Directors, subject to approval by a proper vote of the stockholders of the
Company. Options may be granted under the Plan prior to receipt of such
approval, provided that, in the event such approval is not obtained, the Plan
and all Options and SARs granted under the Plan shall be null and void and of no
force or effect.
14. NOT A CONTRACT.
Nothing contained in the Plan or in any Option or SAR agreement
executed pursuant hereto shall be deemed to confer upon any Optionee any right
to continue as a member of the Board of Directors, or to remain in the employ or
service of the Company, any Subsidiary or any Designated Entity.
15. GOVERNING LAW.
The Plan shall be governed by the laws of the State of Delaware
without reference to principles of conflict of laws.
16. WITHHOLDING.
As a condition to the exercise of any Option or SAR, the Committee
may require that an Optionee satisfy, through deduction or withholding from any
payment of any kind otherwise due to the Optionee, or through such other
arrangements as are satisfactory to the Committee, the full amount of all
federal, state and local income and other taxes of any kind required or
permitted to be withheld in connection with such exercise. The Committee may
permit shares of Common Stock to be used to satisfy tax withholding requirements
and such shares shall be valued at their Fair Market Value as of the settlement
date of the Option or SAR being exercised.
17. OTHER COMPANY BENEFIT AND COMPENSATION PROGRAMS.
Unless otherwise determined by the Committee, compensation recognized
upon exercise of Options or SARs or upon settlement of rights under the Plan
shall not be deemed a part of
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the recipient's compensation for purposes of calculating payments or benefits
from any Company benefit or severance program (or severance pay law of any
country). The above notwithstanding, the Company may adopt other compensation
programs, plans or arrangements as it deems appropriate or necessary.
18. UNFUNDED PLAN.
Unless otherwise determined by the Committee, the Plan shall be
unfunded and shall not create (or be construed to create) a trust or a separate
fund or funds. The Plan shall not establish any fiduciary relationship between
the Company and any person. To the extent any person holds any rights by virtue
of a grant awarded under the Plan, such right shall be no greater than the right
of an unsecured general creditor of the Company.
19. SUCCESSORS AND ASSIGNS.
The Plan shall be binding on all successors and assigns of a
participant, including, without limitation, the estate of such participant and
the executor or administrator of such estate, or any receiver or trustee in
bankruptcy or representative of the participant's creditors.
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THE TOPPS COMPANY, INC.
AGREEMENT PURSUANT TO THE 1996 STOCK OPTION PLAN
FOR NON-QUALIFIED STOCK OPTIONS
AGREEMENT, dated as of __________________, 1996 between the Topps Company,
Inc. (the "Company") and Name (the "Individual").
The Individual is hereby granted the option to purchase from the Company
the number of shares of Common Stock set forth below at the purchase price per
share set forth below:
Non-Qualified Stock Option for ShareNumber shares at $_____ per share,
_____________ of such shares exercisable at the end of one year from the
date granted and an additional _____________ of such shares each year
thereafter for a period of ______ years in the aggregate, on a cumulative
basis, which option shall terminate on ____________, 2006, unless
terminated earlier pursuant to paragraph 11 of The Topps Company, Inc. 1996
Stock Option Plan (the "Plan").
This option was granted on the date as of which this Agreement is dated.
In conjunction with the option granted above, the Individual is hereby
granted a Limited Right covering ShareNumber with an exercise price of $____ per
share. Such Limited Right shall be governed by paragraph 8 of the Plan, shall
terminate no later than the termination or expiration of the related option, and
shall be automatically exercised upon the occurrence of a Change in Control,
whether or not the related option is then exercisable, provided there is a
positive difference between the Change in Control Price and the exercise price
of the related option. Upon the exercise of the Limited Right, the related
option granted above shall expire and the Individual shall have no further
rights with respect thereto.
The Individual understands and acknowledges that this option and the
related Limited Rights are subject to the terms and conditions set forth in the
copy of the Plan annexed hereto as Exhibit A, which terms and conditions are
hereby incorporated by reference. All terms used in this Agreement, unless
otherwise defined in this Agreement, have the same meaning as in the Plan. The
option shall be non-transferable other than at death and shall be exercisable
during the Individual's lifetime only by the Individual.
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All notices hereunder shall be in writing, and if to the Company, shall be
delivered personally to the Assistant Treasurer of the Company or mailed to its
principal executive offices, addressed to the attention of the Assistant
Treasurer, and if to the Individual, shall be delivered personally or mailed to
the Individual at the address noted below. Such addresses may be changed at any
time by written notice from one party to the other.
All decisions or interpretations made by the Committee as provided in
paragraph 2 of the Plan with regard to any question arising hereunder or under
the Plan shall be binding and conclusive on the Company and the Individual.
This Agreement shall bind and inure to the benefit of the parties hereto
and the successors and assigns of the Company and, to the extent provided in
paragraph 19 of the Plan, the heirs, legatees or personal representatives of the
Individual.
In witness whereof, this Agreement has been executed by the
Company by one of its duly authorized officers as of the
date of grant specified above.
The Topps Company, Inc.
By:____________________________
Arthur T. Shorin
Chairman of the Board
I hereby acknowledge receipt of the 1996
Stock Option Plan and agree to the
provisions set forth in this Agreement.
__________________________ Date
FullName
Street
CityStateZip
S.S. #: Social
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THE TOPPS COMPANY, INC.
AGREEMENT PURSUANT TO THE 1996 STOCK OPTION PLAN
FOR INCENTIVE STOCK OPTIONS
AGREEMENT, dated as of __________________, 1996 between the Topps Company,
Inc. (the "Company") and Name (the "Individual").
The Individual is hereby granted the option to purchase from the Company
the number of shares of Common Stock set forth below at the purchase price per
share set forth below:
Incentive Stock Option for NumberShares shares at $_____ per share,
_____________ of such shares exercisable at the end of one year from the
date granted and an additional _____________ of such shares each year
thereafter for a period of ______ years in the aggregate, on a cumulative
basis, which option shall terminate on ____________, 2006, unless
terminated earlier pursuant to paragraph 11 of The Topps Company, Inc. 1996
Stock Option Plan (the "Plan").
This option was granted on the date as of which this Agreement is dated.
In conjunction with the option granted above, the Individual is hereby
granted a Limited Right covering NumberShares with an exercise price of $___ per
share. Such Limited Right shall be governed by paragraph 8 of the Plan, shall
terminate no later than the termination or expiration of the related option, and
shall be automatically exercised upon the occurrence of a Change in Control,
whether or not the related option is then exercisable, provided there is a
positive difference between the Change in Control Price and the exercise price
of the related option. Upon the exercise of the Limited Right, the related
option granted above shall expire and the Individual shall have no further
rights with respect thereto
The Individual understands and acknowledges that this option and the
related Limited Rights are subject to the terms and conditions set forth in the
copy of the Plan
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annexed hereto as Exhibit A, which terms and conditions are hereby incorporated
by reference. All terms used in this Agreement, unless otherwise defined in this
Agreement, have the same meaning as in the Plan. The option shall be
non-transferable other than at death and shall be exercisable during the
Individual's lifetime only by the Individual.
The undersigned Individual hereby acknowledges that in order for an option
to be treated as an incentive stock option under the Internal Revenue Code, the
Common Stock acquired upon exercise of such option must not be disposed of until
a date which is at least two years after the date such option was granted and
one year after the date such Common Stock was acquired by such holder. Without
written notice, delivered by hand or mailed by prepaid, registered or certified
mail, addressed to the Assistant Treasurer of the Company at the Company's
principal executive offices, no holder may dispose of Common Stock acquired
pursuant to the exercise of an incentive stock option within the two or one year
period discussed above.
All notices hereunder shall be in writing, and if to the Company, shall be
delivered personally to the Assistant Treasurer of the Company or mailed to its
principal executive offices, addressed to the attention of the Assistant
Treasurer, and if to the Individual, shall be delivered personally or mailed to
the Individual at the address noted below. Such addresses may be changed at any
time by written notice from one party to the other.
All decisions or interpretations made by the Committee as provided in
paragraph 2 of the Plan with regard to any question arising hereunder or under
the Plan shall be binding and conclusive on the Company and the Individual.
This Agreement shall bind and inure to the benefit of the parties hereto
and the successors and assigns of the Company and, to the extent provided in
paragraph 19 of the Plan, the heirs, legatees or personal representatives of the
Individual.
In witness whereof, this Agreement has been executed by the
Company by one of its
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<PAGE>
duly authorized officers as of the date of grant specified
above.
The Topps Company, Inc.
By: ________________________
Arthur T. Shorin
Chairman of the Board
I hereby acknowledge receipt of the
1996 Stock Option Plan and agree to the
provisions set forth in this Agreement.
____________________________ Date
FullName
Street
CityStateZip
S.S. #: Social
16