bebe stores, inc.
1997 STOCK PLAN
(As amended and restated
Effective June 13, 2003)
TABLE
OF CONTENTS
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bebe stores, inc.
1997 STOCK PLAN
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.
(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).
(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.
(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 first refusal, such Shares shall
again be available for the purposes of the Plan, except that the aggregate
number of Shares which may be issued upon the exercise of ISOs shall in no
event exceed four million three hundred thirty thousand (4,330,000) Shares
(subject to adjustment pursuant to Section 9).
(a) Stock Purchase Agreement. Each award or sale of Shares pursuant to Section 5 shall be
evidenced by a Stock Purchase Agreement between the Purchaser and the
Company. Such award or sale shall be
subject to all applicable terms and conditions of the Plan and may be subject
to any other terms and conditions which are not inconsistent with the Plan and
which the Board of Directors deems appropriate for inclusion in a Stock
Purchase Agreement. The provisions of
the various Stock Purchase Agreements entered into under the Plan need not be
identical.
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(b) Duration of Offers and
Nontransferability of Rights. Any right to acquire Shares pursuant to Section 5 shall
automatically expire if not exercised by the Purchaser within 30 days
after the grant of such right was communicated to the Purchaser by the Company
in writing. Such right shall not be
transferable and shall be exercisable only by the Purchaser to whom such right
was granted.
(c) Purchase Price. The Purchase Price of Shares to be offered pursuant to Section 5
shall not be less than 85% of the Fair Market Value of such Shares. Subject to the preceding sentence, the
Purchase Price shall be determined by the Board of Directors at its sole
discretion. The Purchase Price shall be
payable in a form described in Section 8.
(d) Withholding Taxes. As a condition to the purchase of Shares, the Purchaser shall
make such arrangements as the Board of Directors may require for the
satisfaction of any federal, state, local or foreign withholding tax
obligations that may arise in connection with such purchase.
(e) Restrictions on Transfer of Shares
and Vesting. Any Shares awarded or sold under the Plan shall be subject to
such special forfeiture conditions, rights of repurchase, rights of first
refusal and other transfer restrictions as the Board of Directors may
determine. Such restrictions shall be
set forth in the applicable Stock Purchase Agreement and shall apply in
addition to any restrictions that may apply to holders of Shares generally.
(f) Accelerated Vesting. Unless the applicable Stock Purchase Agreement provides
otherwise, any right to repurchase a Purchaser’s Shares at the original
Purchase Price (if any) upon termination of the Purchaser’s Service shall lapse
and all of such Shares shall become vested if (i) the Company is subject
to a Change in Control and (ii) the repurchase right is not assigned to
the entity that employs the Purchaser immediately after the Change in Control
or to its parent or subsidiary.
(a) Stock Option Agreement. Each
grant of an Option under the Plan shall be evidenced by a Stock Option
Agreement between the Optionee and the Company. Such Option shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions
which are not inconsistent with the Plan and which the Board of Directors deems
appropriate for inclusion in a Stock Option Agreement. The provisions of the various Stock Option
Agreements entered into under the Plan need not be identical.