exv4w10






Exhibit 4.10




INCENTIVE STOCK OPTION AGREEMENT

FOR

EMPLOYEES

[FORM]




     This
Incentive Stock Option Agreement (this “Agreement”) is made as of the ___day of
                    , 20___, between Sport Supply Group, Inc., a Delaware corporation (the “Company”), and
                    
(“Optionee”).



     To carry out the purposes of the Sport Supply Group, Inc. Amended and Restated 2007 Long-Term
Incentive Plan (the “Plan”), by affording Optionee the opportunity to purchase shares of the common
stock of the Company, par value $0.01 per share (“Stock”), and in consideration of the mutual
agreements and other matters set forth herein and in the Plan, the Company and Optionee hereby
agree as follows:



     1. Grant of Option. The Company hereby irrevocably grants to Optionee, as a matter of
separate inducement and not in lieu of any salary or other compensation for Optionee’s services to
the Company, the right and option (“Option”) to purchase all or any part of an aggregate of
                    
shares of Stock on the terms and conditions set forth herein and in the Plan, which
Plan is incorporated herein by reference as a part of this Agreement. In the event of any conflict
between the terms of this Agreement and the Plan, the Plan shall control. Capitalized terms used
but not defined in this Agreement shall have the meaning attributed to such terms under the Plan,
unless the context requires otherwise. This Option is intended, to the maximum extent permitted
under the Code, to constitute an incentive stock option within the meaning of section 422(b) of the
Code. Optionee acknowledges that only a portion of this Option may qualify as an incentive stock
option due to certain limitations set forth in the Code, including but not limited to the
limitation set forth in section 422(d) of the Code



     2. Purchase Price. The purchase price of Stock purchased pursuant to the exercise of
this Option shall be $      per share, which has been determined to be not less than the Fair Market
Value of the Stock at the date of grant of this Option, which is
                    , 20___ (the “Date of
Grant”). For all purposes of this Agreement, Fair Market Value of Stock shall be determined in
accordance with the provisions of the Plan.



     3. Exercise of Option.



          (a) Vesting Schedule. Subject to the earlier expiration of this Option as herein
provided or the occurrence of a Change in Control (as such term is defined in the Plan) while
Optionee is employed by or otherwise providing services to the Company, this Option will vest and
be exercisable, by written notice to the Company at its principal executive office addressed to the
attention of its Corporate Secretary (or such other officer or employee of the Company as the
Company may designate from time to time), at the times, and with respect to the percentage of the
aggregate number of shares of Stock offered by this Option, specified in the following schedule:




[add vesting schedule]



provided, that Optionee remains continuously in the employ of or a service provider to the Company
or its Affiliates until the applicable vesting dates set forth above.




          (b) Change in Control. In the event of a Change in Control (as such term is defined
in the Plan), each outstanding Option shall become fully vested and exercisable as to all Options,
including Options that would not otherwise be vested or exercisable. In no event, however, shall a




 









 







recapitalization of the Company, a reclassification of the Company’s capital stock, or other
change in the Company’s capital structure (a “recapitalization”), constitute a Change in Control,
and the exercise of this Option shall not be accelerated upon the occurrence of any such
recapitalization; instead, in the event of any recapitalization, the Option will be adjusted in
accordance with Section X of the Plan.




          (c) Termination of Employment or Service Relationship. This Option may be exercised
only while Optionee remains an employee of or a service provider to the Company and will terminate
and cease to be exercisable upon termination of Optionee’s employment or service relationship with
the Company, except that:




               (i) If Optionee’s employment or service relationship with the Company terminates by reason of
disability (within the meaning of section 22(e)(3) of the Code), this Option may be exercised by
Optionee (or Optionee’s legal representative) at any time during the period of one year following
such termination, but only as to the number of shares of Stock Optionee was entitled to purchase
hereunder as of the date Optionee’s employment or service relationship so terminates.



               (ii) If Optionee dies while in the employ of or providing services to the Company, Optionee’s
estate, or the person who acquires this Option by will or the laws of descent and distribution or
otherwise by reason of the death of Optionee, may exercise this Option at any time during the
period of one year following the date of Optionee’s death, but only as to the number of shares of
Stock Optionee was entitled to purchase hereunder as of the date of Optionee’s death.



               (iii) If Optionee’s employment or service relationship with the Company terminates for any
reason other than as described in Section 3(c)(i) or (ii) above, unless such employment or service
relationship is terminated for cause, this Option may be exercised by Optionee at any time during
the period of three months following such termination, or by Optionee’s estate (or the person who
acquires this Option by will or the laws of descent and distribution or otherwise by reason of the
death of Optionee) during a period of one year following Optionee’s death if Optionee dies during
such three month period, but, in each case, only as to the number of shares of Stock Optionee was
entitled to purchase hereunder as of the date Optionee’s employment or service relationship so
terminates. As used in this Section 3(c)(iii), the term “cause” shall mean Optionee (A) has been
convicted of a misdemeanor involving moral turpitude or of a felony, (B) has engaged in gross
negligence or willful misconduct in the performance of Optionee’s duties as an employee of or
service provider to the Company, or (C) has materially breached any material provision of any
written agreement between Optionee and the Company or any of its Affiliates. If Optionee is
terminated for cause, this Option shall not be exercisable for any period following such
termination.



     If Optionee is on leave of absence for any reason, the Company may, in its sole discretion,
determine that Optionee will be considered to still be in the employ of or providing services to
the Company, provided that rights to the Option will be limited to the extent to which those rights
were earned or vested when the leave of absence began. In addition, the terms and provisions of
the employment agreement, if any, between Optionee and the Company or any Affiliate (the
"Employment Agreement”) that relate to or affect the Option are incorporated herein by reference.
Notwithstanding any provision of this Section 3 to the contrary, in the event of any conflict or
inconsistency between the terms and conditions of this Section 3 and the terms and conditions of
the Employment Agreement, the terms and conditions of the Employment Agreement shall be
controlling.



          (d) Expiration Date. This Option shall not be exercisable in any event after the
expiration of 10 years from the Date of Grant hereof.




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          (e) Payment of Purchase Price. The purchase price of shares as to which this Option
is exercised shall be paid in full at the time of exercise, at Optionee’s election, with the
approval of the Company, (i) in cash (including check, bank draft or money order payable to the
order of the Company), (ii) by delivering or constructively tendering to the Company shares of
Stock having a Fair Market Value equal to the purchase price (provided such shares used for this
purpose must have been held by Optionee for such minimum period of time as may be established from
time to time by the Committee), (iii) if the Stock is readily tradable on a national securities
market, through a “cashless exercise” in accordance with a Company established policy or program
for the same, or (iv) any combination of the foregoing. No fraction of a share of Stock shall be
issued by the Company upon exercise of an Option or accepted by the Company in payment of the
exercise price thereof; rather, Optionee shall provide a cash payment for such amount as is
necessary to affect the issuance and acceptance of only whole shares of Stock. Unless and until a
certificate or certificates representing such shares shall have been issued by the Company to
Optionee, Optionee (or the person permitted to exercise this Option in the event of Optionee’s
death) shall not be or have any of the rights or privileges of a shareholder of the Company with
respect to shares acquirable upon an exercise of this Option.




     4. Transferability. The Option, and any rights or interests therein, will be
transferable by Optionee only to the extent permitted pursuant to the terms of Section XII.E. of
the Plan or approved by the Committee.



     5. Withholding of Tax.



          (a) Withholding Requirement. To the extent that the exercise of this Option or the
disposition of shares of Stock acquired by exercise of this Option results in compensation income
or wages to Optionee for federal, state or local tax purposes that are subject to withholding
requirements, Optionee shall deliver to the Company at the time of such exercise or disposition
such amount of money as the Company may require to meet its minimum obligation under applicable tax
laws or regulations. In connection with such an event requiring tax withholding, Optionee may (i)
direct the Company, in the Company’s discretion, to withhold from the shares of Stock to be issued
upon exercise the number of shares necessary to satisfy the Company’s obligation to withhold taxes,
that determination to be based on the shares’ Fair Market Value as of the date of exercise; (ii)
deliver to the Company, in the Company’s discretion, sufficient shares of Stock (based upon the
Fair Market Value as of the date of such delivery) to satisfy the Company’s tax withholding
obligation; or (iii) deliver sufficient cash to the Company to satisfy its tax withholding
obligations.




          (b) Deficiency. If Optionee fails to pay the required amount to the Company and fails
to make a Stock withholding election pursuant to clause 5(a)(i) or 5(a)(ii) above, the Company is
authorized to withhold from any cash remuneration (or, Stock remuneration, including withholding
any shares of Stock distributable to Optionee upon exercise of this Option) then or thereafter
payable to Optionee any tax required to be withheld by reason of the exercise of this Option or the
disposition of shares of Stock acquired by exercise of this Option. If the Committee subsequently
determines that the aggregate Fair Market Value of any shares of Stock withheld or delivered as
payment of any tax withholding obligation is insufficient to discharge that tax withholding
obligation, Optionee shall pay to the Company, immediately upon the Committee’s request, the amount
of the deficiency in the form of payment requested by the Committee.




     6. Compliance with Securities Laws. Notwithstanding any provision of this Agreement
to the contrary, the grant of the Option and the issuance of Stock will be subject to compliance
with all applicable requirements of federal, state, and foreign securities laws and with the
requirements of any stock exchange or market system upon which the Stock may then be listed. The
Company may delay the exercise of the Option if the issuance of shares of Stock upon exercise would
constitute a violation of any



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applicable federal, state, or foreign securities laws or other laws or regulations or the
requirements of any stock exchange or market system upon which the Stock may then be listed. Until
the shares of Stock acquirable upon the exercise of the Option have been registered for issuance
under the Securities Act of 1933, as amended (the “Securities Act”), the Company will not issue
such shares unless the holder of the Option provides the Company with a written opinion of legal
counsel, who shall be satisfactory to the Company, addressed to the Company and satisfactory in
form and substance to the Company’s counsel, to the effect that the proposed issuance of such
shares to such Optionee may be made without registration under the Securities Act. OPTIONEE IS
CAUTIONED THAT THE OPTION MAY NOT BE EXERCISED UNLESS THE FOREGOING CONDITIONS ARE SATISFIED.
ACCORDINGLY, OPTIONEE MAY NOT BE ABLE TO EXERCISE THE OPTION WHEN DESIRED EVEN THOUGH THE OPTION IS
VESTED. As a condition to the exercise of the Option, the Company may require Optionee to satisfy
any qualifications that may be necessary or appropriate to evidence compliance with any applicable
law or regulation and to make any representation or warranty with respect to such compliance as may
be requested by the Company.




     7. Extension if Exercise Prevented by Law. Notwithstanding Section 3(c), if the
exercise of the Option within the applicable time period set forth in Section 3(c) is prevented by
the provisions of Section 6, the Option will remain exercisable until 30 days after the date
Optionee is notified by the Company that the Option is exercisable, but in any event no later than
the expiration date set forth in Section 3(d). The Company makes no representation as to the tax
consequences of any such delayed exercise. Optionee should consult with Optionee’s tax advisor as
to the tax consequences of any such delayed exercise.



     8. Extension if Optionee is a Section 16 Person. Notwithstanding Section 3(c), if a
sale within the applicable time periods set forth in Section 3(c) of shares acquired upon exercise
of the Option would subject Optionee to suit under section 16(b) of the Exchange Act, the Option
will remain exercisable until the earliest to occur of (a) the 10th day following the date on which
a sale of such shares by Optionee would no longer be subject to such suit, (b) the 190th day after
Optionee’s termination of service with the Company and any Affiliate, or (c) the expiration date
set forth in Section 3(d). The Company makes no representation as to the tax consequences of any
such delayed exercise. Optionee should consult with Optionee’s tax advisor as to the tax
consequences of any such delayed exercise.



     9. Status of Stock. Optionee agrees that (a) the certificates representing the shares
of Stock purchased under this Option may bear such legend or legends as the Committee deems
appropriate in order to assure compliance with Section 6 and applicable securities laws, (b) the
Company may refuse to register the transfer of the shares of Stock purchased under this Option on
the stock transfer records of the Company if such proposed transfer would, in the opinion of
counsel satisfactory to the Company, constitute a violation of Section 6 or any applicable
securities law, and (c) the Company may give related instructions to its transfer agent, if any, to
stop registration of the transfer of the shares of Stock purchased under this Option.



     10. Adjustments. The terms of the Option shall be subject to adjustment from time to
time in accordance with Section X of the Plan.



     11. Notice of Sales Upon Disqualifying Disposition of ISO. Because the Option is
designated as an incentive stock option, Optionee must comply with the provisions of this Section
11. Optionee must promptly notify the Chief Financial Officer of the Company if Optionee disposes
of any shares acquired pursuant to the Option within one year after the date Optionee exercises all
or any part of the Option or within two years after the Date of Grant. Until such time as Optionee
disposes of such shares in a manner consistent with the provisions of this Agreement, unless
otherwise expressly authorized by the Company, Optionee must hold all shares acquired pursuant to
the Option in Optionee’s



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name (and not in the name of any nominee) for the one year period immediately after the
exercise of the Option and for the two year period immediately after the Date of Grant. At any
time during the one year period or the two year period described above, the Company may place a
legend on any certificate representing shares acquired pursuant to the Option requesting the
transfer agent for the Company’s Stock to notify the Company of any transfers in violation of this
Section 11. Optionee’s obligation to notify the Company of any such transfer will continue
notwithstanding that a legend has been placed on the certificate pursuant to the preceding
sentence.




     12. Employment or Service Relationship. For purposes of this Agreement, Optionee shall
be considered to be in the employment of or providing services to the Company as long as Optionee
remains an employee of or other service provider (including serving as a member of the Company’s
Board of Directors) to either the Company, an Affiliate, or an entity assuming or substituting a
new option for this Option (or a parent or subsidiary of such entity). Without limiting the scope
of the preceding sentence, it is expressly provided that Optionee’s employment or service
relationship with the Company shall be considered to have terminated at the time of the termination
of the “Affiliate” status under the Plan of the entity or other organization that employs Optionee
or to which Optionee otherwise provides services. Records of the Company regarding whether and
when there has been a termination of Optionee’s employment or service relationship, and the cause
of such termination, shall be conclusive for all purposes hereunder, unless determined by the
Committee to be incorrect. Nothing contained in this Agreement shall confer upon Optionee the
right to continue in the employ of or to perform services for the Company or any Affiliate, or
interfere in any way with the rights of the Company or any Affiliate to terminate Optionee’s
employment or service relationship at any time.



     13. Furnish Information. Optionee agrees to furnish to the Company all information
requested by the Company to enable it to comply with any reporting or other requirement imposed
upon the Company by or under any applicable statute or regulation.



     14. Remedies. The Company shall be entitled to recover from Optionee reasonable
attorneys’ fees incurred in connection with the enforcement of the terms and provisions of this
Agreement whether by an action to enforce specific performance or for damages for its breach or
otherwise.



     15. No Liability for Good Faith Determinations. The Company and the members of the
Committee and the Board shall not be liable for any act, omission or determination taken or made in
good faith with respect to this Agreement or the Option granted hereunder.



     16. Execution of Receipts and Releases. Any payment of cash or any issuance or
transfer of shares of Stock or other property to Optionee, or Optionee’s legal representative,
heir, legatee or distributee, in accordance with the provisions hereof, shall, to the extent
hereof, be in full satisfaction of all claims of such persons hereunder. The Company may require
Optionee or Optionee’s legal representative, heir, legatee or distributee, as a condition precedent
to such payment or issuance, to execute a release and receipt therefore in such form as the Company
shall determine.



     17. No Guarantee of Interests. The Board and the Company do not guarantee the Stock
of the Company from loss or depreciation.



     18. Notice. All notices required or permitted under this Agreement must be in writing
and personally delivered or sent by mail and shall be deemed to be delivered on the date received
by the person to whom it is properly addressed or, if earlier, the date sent via certified mail.



     19. Waiver of Notice. Any person entitled to notice hereunder may, by written form,
waive such notice.



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     20. Information Confidential. As partial consideration for the granting of this
Option, Optionee agrees that Optionee will keep confidential all information and knowledge that
Optionee has relating to the manner and amount of Optionee’s participation in the Plan; provided,
however, that such information may be disclosed as required by law and may be given in confidence
to Optionee’s spouse and tax and financial advisors. In the event any breach of this promise comes
to the attention of the Company, it shall take into consideration that breach in determining
whether to recommend the grant of any future similar award to Optionee.



     21. Binding Effect. This Agreement shall be binding upon and inure to the benefit of
any successors or assigns of the Company and all persons lawfully claiming under Optionee.



     22. Severability. If any provision of this Agreement is held to be illegal or invalid
for any reason, the illegality or invalidity shall not affect the remaining provisions hereof, but
such provision shall be fully severable and this Agreement shall be construed and enforced as if
the illegal or invalid provision had never been included herein.



     23. Company Action. Any action required of the Company shall be by resolution of the
Board or by a person authorized to act by resolution of the Board.



     24. Headings. The titles and headings of paragraphs are included for convenience of
reference only and are not to be considered in construction of the provisions hereof.



     25. Word Usage. Words used in the masculine shall apply to the feminine where
applicable, and wherever the context of this Agreement dictates, the plural shall be read as the
singular and the singular as the plural.



     26. No Assignment. Subject to the terms of Section 4 hereof, Optionee may not assign
this Agreement or any of Optionee’s rights under this Agreement without the Company’s prior written
consent, and any purported or attempted assignment without such prior written consent shall be
void.



     27. Amendment. The Option may be amended by the Board or by the Committee at any time
(a) if the Board or the Committee determines, in its sole discretion, that amendment is necessary
or advisable in light of any addition to or change in any federal or state, tax or securities law
or regulation, which change occurs after the Date of Grant and by its terms applies to the Option;
or (b) other than in circumstances described in Section 27(a), with Optionee’s consent.



     28. Entire Agreement. This Agreement and the Plan constitute the entire agreement of
the parties with regard to the subject matter hereof, and contain all covenants, promises,
representations, warranties and agreements between the parties with respect to the Option granted
hereby. Without limiting the scope of the preceding sentence, all prior understandings and
agreements, if any, among the parties hereto relating to the subject matter hereof are hereby null
and void and of no further force and effect.



     29. Governing Law. This Agreement shall be governed by, and construed in accordance
with, the laws of the State of Delaware, without regard to conflicts of laws principles thereof,
except to the extent Delaware law is preempted by federal law. The obligation of the Company to
sell and deliver Stock hereunder is subject to applicable laws and to the approval of any
governmental authority required in connection with the authorization, issuance, sale or delivery of
such Stock.



     30. Jurisdiction. Each of the Company and Optionee hereby irrevocably (i) submits and
consents to the personal jurisdiction of the state and federal courts sitting in Dallas County,
Texas with



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respect to any suit, action, or proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby and (ii) waives the right to contend in any such action that venue
is improperly laid in any such court or that it is an improper or inconvenient forum or lacks
personal jurisdiction. If Optionee now or hereafter resides outside the State of Texas, Optionee
hereby irrevocably appoints the Corporate Secretary of the Company as Optionee’s authorized agent
upon whom process may be served at such Corporate Secretary’s Company office for notices under this
Agreement in any suit, action, or proceeding arising out of or based upon this Agreement or the
transactions contemplated hereby that may be instituted in any state or federal court in the State
of Texas by the Company. Optionee agrees to take any and all action, including the filing of any
and all documents and instruments, that may be necessary to continue such appointment in full force
and effect as aforesaid. Service of process upon the authorized agent of Optionee and written
notice of such service to Optionee shall be deemed, in every respect, effective service of process
as to Optionee for purposes of any such suit, action, or proceeding instituted in any state or
federal court in the State of Texas.




     31. Other Acknowledgements. The material features of the Plan are described in a
prospectus intended to satisfy the requirements of Section 10(a) of the Securities Act (the
“Prospectus”). A copy of the Prospectus, as well as a copy of the Company’s annual report to
security holders containing the information required by Rule 14a-3(b) under the Exchange Act for
the Company’s latest fiscal year, has been provided to the Optionee by the Company, and the
Optionee hereby acknowledges receipt of the same. Additional copies of these documents as well as
a copy of the Plan shall be made available by the Company to the Optionee upon request.



[Signature Page Follows]




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     IN WITNESS WHEREOF, the Company has caused this Agreement to be duly executed by its officer
thereunto duly authorized, and Optionee has executed this Agreement, effective as of the day and
year first above written.



	 	 	 	 	 	 	 
	 	 	SPORT SUPPLY GROUP, INC.	 	 
	 
	 	 	 	 	 	 
	 

	 	By:	 	 	 	 
	 

	 	Name:
	 	 

Adam Blumenfeld
	 	 
	 

	 	Title:
	 	Chairman of the Board and Chief
Executive Officer	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 
	 
	 	 	 	 	 	 
	 	 	OPTIONEE:	 	 
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 

	 	[Name]	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	Date:	 	 	 	 
	 

	 	 	 	 

	 	 







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