exv10w7



 





Exhibit 10.7


STOCK OPTION CERTIFICATE




For «Number» Shares




Issued Pursuant to the

Amended and Restated 2001 Incentive Plan of

GAMESTOP CORP.




     THIS CERTIFIES that on ___, 20___, (the “Issuance Date”), «Name» (the “Holder”) was
granted an option (the “Option”) to purchase, at the option
price of $  ___ per share (the
“Exercise Price”), up to «Number» fully paid and non-assessable shares of the Class A Common Stock,
$.001 par value per share (the “Shares”), of GAMESTOP CORP., a Delaware corporation (the
“Company”), upon and subject to the following terms and conditions:



     (a) Terms of the Plan. The Option is granted pursuant to, and is subject to the terms
and conditions of, the Amended and Restated 2001 Incentive Plan of the Company (the “Plan”), the
terms, conditions and definitions of which are hereby incorporated herein as though set forth at
length, and the receipt of a copy of which the Holder hereby acknowledges by his signature below.
Capitalized terms used herein shall have the meanings set forth in the Plan, unless otherwise
defined herein.



     (b) Expiration. This Option shall expire at 11:59 p.m., ___, 20___[Tenth
Anniversary of Issuance Date], unless earlier terminated in accordance with this Option Certificate
or the Plan.



     (c) Exercise. This Option may be exercised or surrendered during the Holder’s
lifetime only by the Holder or his/her guardian or legal representative or by a Permitted Assignee,
as provided in Sections 9.4, 9.6 and 9.7 of the Plan. THIS OPTION SHALL NOT BE TRANSFERABLE BY THE
HOLDER OTHERWISE THAN BY WILL OR BY THE LAWS OF DESCENT AND DISTRIBUTION, SUBJECT TO THE TERMS AND
CONDITIONS OF THE PLAN.



     This Option shall vest and be exercisable as set forth below:




     (i) If the Holder has been continuously employed by the Company or any of its subsidiaries
or affiliates on ___, 20___[First Anniversary of Issuance Date] (the “First Vesting Date”),
this Option shall vest and be exercisable in accordance with its terms with respect to
[One-Third] of the Shares.




     (ii) If the Holder has been continuously employed by the Company or any of its
subsidiaries or affiliates on ___, 20___[Second Anniversary of Issuance Date], this Option
shall vest and be exercisable in accordance with its terms with respect to an additional
[One-Third] of the Shares.




     (iii) If the Holder has been continuously employed by the Company or any of its
subsidiaries or affiliates on ___, 20___[Third Anniversary of Issuance Date], this Option
shall vest and be exercisable. in accordance with its terms with respect to an additional
[One-Third] of the Shares.




     (iv) All unvested portions of this Option shall vest in full and be fully exercisable in
accordance with the terms hereunder, notwithstanding any vesting restrictions to the contrary,
immediately prior to the occurrence of a “Change in
Control”, as hereinafter defined. A “Change in Control” shall be defined as and shall be
deemed to occur if: (i) any person or entity, or any persons or entities acting as a group,
acquire beneficial ownership of



 









 






more than 35% by vote of the voting securities of the Company;
or (ii) there shall have occurred a change in control of the Company of a nature that would be
required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated
under the Securities Exchange Act of 1934, as amended, as in effect on the date hereof, whether
or not the Company is then subject to such reporting requirement, or (iii) the Company has
merged or consolidated with, or sold substantially all of its assets to, another company.



     This Option shall be exercised by the Holder (or by his/her executors, administrators,
guardian or legal representative or by a Permitted Assignee, as provided in Sections 9.4, 9.6 and
9.7 of the Plan) as to all or part of the Shares, by the giving of written notice of exercise to
the Company, specifying the number of Shares to be purchased, accompanied by payment of the full
Exercise Price for the Shares being purchased. Full payment of such purchase price shall be made
at the time of exercise and shall be made (i) in cash or by certified check or bank check or wire
transfer of immediately available funds, (ii) with the consent of the Committee, by delivery of a
promissory note in favor of the Company upon such terms and conditions as determined by the
Committee, (iii) with the consent of the Committee, by tendering previously acquired Shares (valued
at its Fair Market Value, as determined by the Committee as of the date of tender) that have been
owned for a period of at least six months (or such other period to avoid accounting charges against
the Company’s earnings), (iv) if Shares are traded on a national securities exchange, the
Nasdaq Stock Market, Inc. or quoted on a national quotation system sponsored by the National
Association of Securities Dealers, Inc. and the Committee authorizes this method of exercise,
through the delivery of irrevocable instructions to a broker approved by the Committee to deliver
promptly to the Company an amount equal to the purchase price, or (v) with the consent of the
Committee, any combination of (i), (ii), (iii) and (iv). In connection with a tender of previously
acquired Shares pursuant to clause (iii) above, the Committee, in its sole discretion, may permit
the Holder to constructively exchange Shares already owned by the Holder in lieu of actually
tendering such Shares to the Company, provided that adequate documentation concerning the ownership
of the Shares to be constructively tendered is furnished in form satisfactory to the Committee. The
notice of exercise, accompanied by such payment, shall be delivered to the Company at its principal
business office or such other office as the Committee may from time to time direct, and shall be in
such form, containing such further provisions consistent with the provisions of the Plan, as the
Committee may from time to time prescribe. In no event may any Option granted hereunder be
exercised for a fraction of a Share. The Company shall effect the transfer of Shares purchased
pursuant to an Option as soon as practicable, and, within a reasonable time thereafter, such
transfer shall be evidenced on the books of the Company. No person exercising an Option shall have
any of the rights of a holder of Shares subject to an Option until certificates for such Shares
shall have been issued following the exercise of such Option. No adjustment shall be made for cash
dividends or other rights for which the record date is prior to the date of such issuance.




     (d) Termination of Employment. In the event of the termination of the
Holder’s employment or separation from service for any reason (other than death,
disability or termination for cause as provided below), this Option, to the extent not
previously exercised or expired, to the extent vested on the date of such termination shall be
exercisable as of such termination for a period not to exceed three months after the date of
such termination, provided, however, that the Committee shall have the absolute discretion to
increase such period or to decrease such period to a period of not less than two weeks.



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     In the event of the termination of the Holder’s employment for cause, the Option and all
rights granted hereunder shall be forfeited and deemed canceled and no longer exercisable on
the day of such termination of employment. For the purposes of this Stock Option Certificate,
the term “cause” shall be defined as: (i) any act of fraud or embezzlement in respect of the
Company or any of their respective funds, properties or assets; (ii) conviction of the Holder
of a felony under the laws of the United States or any state thereof; (iii) willful misconduct
or gross negligence by the Holder in connection with the performance of his or her duties to
the Company; (iv) intentional dishonesty by the Holder in the performance of his or her duties
to the Company; (v) engagement by the Holder in the use of illegal substances or alcohol, which
use has impaired the Holder’s ability, as determined by the Board of Directors of the
Company, on an ongoing basis, to perform his or her duties to the Company; and (vi) breach by
the Holder of any terms and conditions set forth in any non-competition, non-solicitation
and/or non-disclosure agreement executed by the Holder. A determination of cause shall be made
by the Board of Directors of the Company.



     (e) In the event (i) the Holder dies while in the service of the Company or any of its
subsidiaries or affiliates or (ii) the Holder’s service with the Company or any of its
subsidiaries or affiliates is terminated due to his total disability, the terms and conditions of
Sections 9.6 and 9.7 of the Plan shall apply.



     (f) Adjustments. The number of Shares subject to this Option, and the exercise price,
shall be subject to adjustment in accordance with Section 9.9 of the Plan.



     (g) Delivery of Share Certificates. Within a reasonable time after the exercise of
this Option, the Company shall cause to be delivered to the person entitled thereto a certificate
for the Shares purchased pursuant to the exercise of this Option. If this Option shall have been
exercised with respect to less than all of the Shares subject to this Option, the Company shall
also cause to be delivered to the person entitled thereto a new Option Certificate in replacement
of this Option Certificate if surrendered at the time of the exercise of this Option, indicating
the number of Shares with respect to which this Option remains available for exercise, or this
Option Certificate shall be endorsed to give effect to the partial exercise of this Option.



     (h) Withholding. In the event that the Holder elects to exercise this Option or any
part thereof, and if the Company or any subsidiary or affiliate of the Company shall be required to
withhold any amounts (the “Withholding Taxes”) by reason of any federal, state or local tax laws,
rules or regulations in respect of the issuance of Shares to the Holder pursuant to the Option or
the exercise or disposition (in whole or in part) of the Option, the Company
or such subsidiary or affiliate shall be entitled to deduct and withhold such amounts from any
payments to be made to the Holder. In any event, the Holder shall make available to the Company or
such subsidiary or affiliate, promptly when requested by the Company or such subsidiary or
affiliate, sufficient funds to meet the requirements of such withholding; and the Company or such
subsidiary or affiliate shall be entitled to take and authorize such steps as it may deem advisable
in order to have such funds available to the Company or such subsidiary or affiliate out of any
funds or property due or to become due to the Holder.



     (i) Reservation of Shares. The Company hereby agrees that at all times there shall be
reserved for issuance and/or delivery upon exercise of this Option such number of Shares as shall
be required for issuance or delivery upon exercise hereof.



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     (j) Rights of Holder. Nothing contained herein shall be construed to confer upon the
Holder any right to be continued in the employ of the Company and/or any subsidiary or affiliate of
the Company or derogate from any right of the Company and/or any subsidiary or affiliate of the
Company to retire, request the resignation of, or discharge the Holder at any time, with or without
cause. The Holder shall not, by virtue hereof, be entitled to any rights of a shareholder in the
Company, either at law or in equity, and the rights of the Holder are limited to those expressed
herein and are not enforceable against the Company except to the extent set forth herein.



     (k) Registration; Legend. The Company may postpone the issuance and delivery of
Shares upon any exercise of this Option until (a) the admission of such Shares to listing on any
stock exchange or exchanges on which Shares of the Company of the same class are then listed and
(b) the completion of such registration or other qualification of such Shares under any state or
federal law, rule or regulation as the Company shall determine to be necessary or advisable. The
Holder shall make such representations and furnish such information as may, in the opinion of
counsel for the Company, be appropriate to permit the Company, in light of the then existence or
non-existence with respect to such Shares of an effective Registration Statement under the
Securities Act of 1933, as amended, to issue the Shares in compliance with the provisions of that
or any comparable act.



     The Company may cause the following or a similar legend to be set forth on each certificate
representing Shares or any other security issued or issuable upon exercise of this Option unless
counsel for the Company is of the opinion as to any such certificate that such legend is
unnecessary:




THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE,
SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION
STATEMENT UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE “ACT”), OR PURSUANT TO
AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS
ESTABLISHED BY AN OPINION FROM COUNSEL TO THE COMPANY.



     (l) Amendment. The Company may at any time or from time to time amend the terms and
conditions of this Option in accordance with the Plan.



     (m) Notices. Any notice which either party hereto may be required or permitted to
give to the other shall be in writing, and may be delivered personally or by mail, postage prepaid,
or overnight courier, addressed as follows: if to the Company, at the office of GameStop Corp.,
2250 William D. Tate Avenue, Grapevine, Texas 76051, or at such other address as the Company by
notice to the Holder may designate in writing from time to time; and if to the Holder, at the
address shown below his/her signature on this Option Certificate, or at such other address as the
Holder by notice to the Company may designate in writing from time to time. Notices shall be
effective upon receipt.



     (n) Interpretation. A determination of the Committee, in its sole discretion, as to
any questions which may arise with respect to the interpretation of the provisions of this Option
and



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of the Plan shall be final and binding. The Committee, in its sole discretion, may authorize
and establish such rules, regulations and revisions thereof as it may deem advisable.



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     IN WITNESS WHEREOF, the parties have executed this Option Certificate as of the date set forth
above.



	 	 	 	 	 	 	 
	 	 	GAMESTOP CORP.
	 
	 	 	 	 	 	 
	 	 	By:	 	 
	

	 	 	 	Name:
	 	David W. Carlson
	

	 	 	 	Title:
	 	Executive Vice President and
Chief Financial Officer
	ACCEPTED:
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	«Name»
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Address
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	City                     State                     Zip Code
	 	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 	 	 	 	 
	Social Security/ID Number
	 	 	 	 	 	 






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