Option Termination Agreement: Definition, Terms, Example

Exhibit 10.39

OPTION TERMINATION AGREEMENT

This Option Termination Agreement (this “ Agreement ”), dated as of July 23, 2010, is made by and among Gordmans Stores, Inc. f/k/a Gordmans Holding Corp., a Delaware corporation (the “ Company ”) and Richard Heyman (the “ Option Holder ”).

WHEREAS, the Option Holder has previously been granted stock options (the “ Options ”) to purchase 5,000 shares of the common stock, par value $.001 per share, of the Company under the Gordmans Holding Corp. 2009 Stock Option Plan (the “ Plan ”);

WHEREAS, the Company filed a Form S-1 Registration Statement with the Securities and Exchange Commission on April 30, 2010 with the intent of making an initial public offering of shares as soon as practicable after such Registration Statement becomes effective (the “ IPO ”);

WHEREAS, concurrently with the IPO, the Company will adopt an Omnibus Incentive Plan which will, among other things, authorize the issuance of restricted stock (as described in the Omnibus Incentive Plan, “ Restricted Stock ”) to certain employees of the Company;

WHEREAS, contingent upon and effective upon the consummation of the IPO, the Company will take all necessary action to irrevocably terminate all of the options outstanding under the Plan concurrently with the IPO in exchange for the issuance of a number of shares of Restricted Stock equal in value to (x) the excess, if any, of the per share public offering price as set forth in the IPO prospectus (the “ IPO Price ”) over the exercise price per share of the Options, multiplied by (y) the number of shares of the Company’s common stock covered by the Options (as calculated on Exhibit A attached hereto, the “ Option Termination Consideration ”), which shall be subject to vesting provisions similar to those set forth in the Options, and which shall be delivered on the business day after the first anniversary of the IPO;

WHEREAS, the Board of Directors of the Company will adopt resolutions approving the vesting of the Options contingent upon and effective upon the consummation of the IPO, the subsequent termination of the Plan after all Options issued and outstanding under the Plan are terminated pursuant to this Agreement, and this Agreement as well as similar Option Termination Agreements with all of the other option holders under the Plan;

WHEREAS, the Option Holder desires to receive the Option Termination Consideration in exchange for the termination of the Option Holder’s Options; and

WHEREAS, the Company is seeking this Agreement to confirm the Option Holder’s understanding of the treatment of the Options in connection with the IPO and to have the Option Holder covenant to certain other matters in connection therewith as set forth herein.

NOW, THEREFORE, in consideration of the premises and the respective covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby acknowledge and agree to the following:

2

[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

3

IN WITNESS WHEREOF, the Option Holder has executed this Option Termination Agreement as of the date first written above.

4

EXHIBIT A

Schedule of Options

A-1

Reference:
Security Exchange Commission - Edgar Database, EX-10.39 11 dex1039.htm STOCK OPTION TERMINATION AGREEMENT, Viewed March 7, 2023, View Source on SEC.