exv10w1



 






EXHIBIT 10.1




WILSONS THE LEATHER EXPERTS INC.

2000 LONG TERM INCENTIVE PLAN




Non-Statutory Stock
Option Agreement

(Associate)







	Full Name of Optionee:

	No. of Shares Covered:

	Date of Grant:
	
Exercise Price Per Share:      $








This is a Non-Statutory Stock Option Agreement (“Agreement”) between Wilsons
The Leather Experts Inc., a Minnesota corporation (the “Company”), and the
optionee identified above (the “Optionee”) effective as of the date of grant
specified above.



Recitals





WHEREAS, the Company maintains the Wilsons The Leather Experts Inc.
2000 Long Term Incentive Plan (“Plan”); and




WHEREAS, pursuant to the Plan, a committee (the “Committee”) has the
authority to determine the awards to be granted under the Plan; and




WHEREAS, the Committee has determined that the Optionee is eligible
to receive an award under the Plan in the form of a non-statutory
stock option (the “Option”).




NOW, THEREFORE, the Company hereby grants this Option to the
Optionee under the terms and conditions as follows.



Terms and Conditions*





	1.	 	Grant. Subject to the terms and conditions of the Plan and this
Agreement, the Optionee is granted this Option to purchase the number of
Shares specified at the beginning of this Agreement.
	 
	2.	 	Exercise Price. The price of each Share subject to this Option shall be
the exercise price specified at the beginning of this Agreement.










	*	 	Unless the context indicates otherwise, terms that are not defined in this
Agreement shall have the meaning set forth in the Plan as it currently exists
or as it is amended in the future.




 









 










	3.	 	Non-Statutory Stock Option. This Option is not intended to be an
“incentive stock option” within the meaning of Section 422 of the Internal
Revenue Code of 1986, as amended (the “Code”).
	 
	4.	 	Exercise Schedule. This Option shall vest, cumulatively, as to one-third
of the Shares covered hereby, on each of the first, second and third
anniversaries of the date of grant of this Option. If this Option has not
expired prior thereto, it may be exercised in whole or in part with
respect to any Shares as to which this Option has vested.





This Option may be exercised in full under the circumstances described in
Section 8 of this Agreement if it has not expired prior thereto.




	5.	 	Expiration. This Option shall expire at 5:00 p.m. Central Time on the
earliest of:





	 	(a)	 	The date occurring ten years after the date of grant of this
Option;
	 
	 	(b)	 	The last day of the period following the termination of
employment of the Optionee during which this Option can be exercised
(as specified in Section 7 of this Agreement); or
	 
	 	(c)	 	The date (if any) fixed for cancellation pursuant to Section
8 of this Agreement.





In no event may anyone exercise this Option, in whole or in part, after
it has expired, notwithstanding any other provision of this Agreement.




	6.	 	Procedure to Exercise Option.





Notice of Exercise. This Option may be exercised by delivering written
notice of exercise to the Company at the principal executive office of
the Company, to the attention of the Company’s Vice President, Human
Resources, in the form attached to this Agreement. The notice shall
state the number of Shares to be purchased, and shall be signed by the
person exercising this Option. If the person exercising this Option is
not the Optionee, he/she also must submit appropriate proof of his/her
right to exercise this Option.




Tender of Payment. Upon giving notice of any exercise hereunder, the
person exercising this Option shall provide for payment of the purchase
price of the Shares being purchased through one or a combination of the
following methods:




	 	(a)	 	Cash;
	 
	 	(b)	 	To the extent permitted by law, a broker-assisted cashless
exercise in which the person exercising this Option irrevocably
instructs a broker to deliver proceeds of a sale of all or a portion
of the Shares to be issued pursuant to the exercise (or a loan
secured by such Shares) to the Company in payment of the purchase
price of such Shares;




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	 	(c)	 	By delivery to the Company of unencumbered Shares having an
aggregate Fair Market Value (as defined in Section 2(l) of the Plan)
on the date of exercise equal to the purchase price of such Shares;
or
	 
	 	(d)	 	By a reduction in the number of Shares delivered to the
person exercising this Option upon exercise, such number of Shares
having an aggregate Fair Market Value on the date of exercise equal
to the purchase price of such Shares.





Notwithstanding the foregoing, the person exercising this Option shall
not be permitted to pay any portion of the purchase price with Shares
pursuant to (c) or (d), above, if, in the opinion of the Committee,
payment in such manner could have adverse financial accounting
consequences for the Company.




Delivery of Certificates. As soon as practicable after the Company
receives the notice and purchase price provided for above, it shall
deliver to the person exercising the Option, in the name of such person,
a certificate or certificates representing the Shares being purchased.
The Company shall pay any original issue or transfer taxes with respect
to the issue or transfer of the Shares and all fees and expenses incurred
by it in connection therewith. All Shares so issued shall be fully paid
and nonassessable. Notwithstanding anything to the contrary in this
Agreement, the Company shall not be required to issue or deliver any
Shares prior to 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 desirable.




	7.	 	Employment Requirement. This Option may be exercised only while the
Optionee remains employed with the Company or a parent or subsidiary
thereof, and only if the Optionee has been continuously so employed since
the date of this Agreement; provided that:





	 	(a)	 	This Option may be exercised for three months (or such later
date, if any, as the Committee, in its sole discretion, may
determine) following the day the Optionee’s employment by the
Company ceases if such cessation of employment is for a reason other
than death or Disability, but only to the extent that it was
exercisable immediately prior to termination of employment.
	 
	 	(b)	 	This Option may be exercised within one year after the
Optionee’s employment by the Company ceases if such cessation of
employment is because of death or Disability.
	 
	 	(c)	 	If the Optionee’s employment terminates after a declaration
made pursuant to Section 8 of this Agreement in connection with a
Fundamental Change, this Option may be exercised at any time
permitted by such declaration.





Notwithstanding the above, this Option may not be exercised after it has
expired.



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	8.	 	Acceleration of Option.





Death or Disability. This Option may be exercised in full, regardless of
whether such exercise occurs prior to a date on which this Option would
otherwise vest, upon the death or Disability of the Optionee; provided
that the Optionee shall have been continuously employed (as defined in
Section 2(c) of the Plan) by the Company or a parent or subsidiary
thereof between the date of this Agreement and the date of such death or
Disability.




Change in Control. In the event of a Change in Control as defined in
Section 2(f) of the Plan, then, without any action by the Committee, this
Option, to the extent not already exercised in full or otherwise expired,
shall become immediately exercisable in full.




Fundamental Change. In the event of a Fundamental Change as defined in
Section 2(m) of the Plan, the Committee may, but shall not be obligated
to:




	 	(a)	 	if the Fundamental Change is a merger or consolidation or
statutory share exchange, make appropriate provision for the
protection of this Option by the substitution for this Option of
options or voting common stock of the corporation surviving any
merger or consolidation or, if appropriate, the parent corporation
of the Company or such surviving corporation, as provided in Section
12(g) of the Plan; or
	 
	 	(b)	 	declare at least twenty days prior to the occurrence of the
Fundamental Change, and provide written notice to the Optionee of
the declaration, that this Option, whether or not then exercisable,
shall be canceled at the time of, or immediately prior to the
occurrence of the Fundamental Change (unless it shall have been
exercised prior to the occurrence of the Fundamental Change). Upon
any such declaration, the holder of this Option shall become
entitled to a payment, within twenty days after the Fundamental
Change, of cash or, in the discretion of the Committee, such other
form or forms of consideration, including cash and/or property,
singly or in such combination as the Committee shall determine, that
the Optionee would have received as a result of the Fundamental
Change if the Optionee had exercised this Option immediately prior
to the Fundamental Change, such payment being, for each Share
covered by the canceled Option, equal to the amount, if any, by
which the Fair Market Value per Share (for this purpose as defined
in Section 12(g) of the Plan) exceeds the exercise price per Share
covered by this Option. At the time of the declaration, this Option
shall immediately become exercisable in full and the holder of this
Option shall have the right, during the period preceding the time of
cancellation of this Option, to exercise this Option as to all or
any part of the Shares covered thereby. In the event of such
declaration, this Option, to the extent not exercised prior to the
Fundamental Change, shall be canceled at the time of, or immediately
prior to, the Fundamental Change, as provided in the declaration.
Notwithstanding the foregoing, the holder of this Option shall not
be entitled to the payment provided
for in the declaration if this Option shall have terminated,
expired or been canceled.



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Discretionary Acceleration. The Committee has the power, in its sole
discretion, to declare at any time that this Option shall be immediately
exercisable.




	9.	 	Limitation on Transfer. During the lifetime of the Optionee, only the
Optionee (except as provided below) may exercise this Option. This Option
may not be sold, assigned, transferred, exchanged, or otherwise
encumbered, and any attempt to do so shall be of no effect.
Notwithstanding the immediately preceding sentence (i) this Option shall
be transferable to a Successor (as defined in Section 2(cc) of the Plan)
in the event of the Optionee’s death and (ii) this Option shall be
transferable pursuant to a qualified domestic relations order as defined
by the Code or Title I of the Employee Retirement Income Security Act, or
the rules thereunder; provided, however, that the Optionee receives no
consideration for the transfer. If this Option is held by a permitted
transferee, this Option shall continue to be subject to the same terms and
conditions that were applicable to it immediately prior to its transfer
and may be exercised by such permitted transferee as and to the extent
that this Option has become exercisable and has not terminated in
accordance with the provisions of the Plan and this Agreement.
	 
	10.	 	No Shareholder Rights Before Exercise. No person shall have any of the
rights of a shareholder of the Company with respect to any Share subject
to this Option until the Share actually is issued to him/her upon exercise
of this Option.
	 
	11.	 	Discretionary Adjustment. The Committee in its sole discretion may make
appropriate adjustments in the number and type of securities issuable upon
exercise of this Option, in the Option exercise price as to this Option,
in the aggregate number and type of securities available for Awards under
the Plan, and in the limitations on the number and type of securities that
may be issued to an individual Participant to give effect to adjustments
made in the number or type of Shares through a Fundamental Change (subject
to Section 12(g) of the Plan), recapitalization, reclassification, stock
dividend, stock split, stock combination, spin-off or other relevant
change in the number and type of Shares of the Company.
	 
	12.	 	Tax Withholding. Delivery of Shares upon exercise of this Option shall
be subject to any required withholding taxes. As a condition precedent to
receiving Shares upon exercise of this Option, the Optionee may be
required to pay to the Company, in accordance with the provisions of
Section 12(d) of the Plan, an amount equal to the amount of any required
withholdings.
	 
	13.	 	Interpretation of This Agreement. All decisions and interpretations made
by the Committee with regard to any question arising hereunder or under
the Plan shall be binding and conclusive upon the Company and the holder
of this Option. If there is any inconsistency between the provisions of
this Agreement and the Plan, the provisions of the Plan shall govern.



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	14.	 	Discontinuance of Employment. This Agreement shall not give the Optionee
a right to continued employment with the Company or any parent or
subsidiary of the Company, and the Company or any such parent or
subsidiary employing the Optionee may terminate his/her employment and
otherwise deal with the Optionee without regard to the effect it may have
upon him/her under this Agreement.
	 
	15.	 	Option Subject to Plan, Articles of Incorporation and By-Laws. The
holder of this Option acknowledges that this Option and the exercise
thereof is subject to the Plan, the Amended and Restated Articles of
Incorporation, as amended from time to time, and the Restated By-Laws, as
amended from time to time, of the Company, and any applicable federal or
state laws, rules or regulations.
	 
	16.	 	Obligation to Reserve Sufficient Shares. The Company shall at all times
during the term of this Option reserve and keep available a sufficient
number of Shares to satisfy this Agreement.
	 
	17.	 	Binding Effect. This Agreement shall be binding in all respects on the
heirs, representatives, successors and assigns of the Optionee. This
Agreement shall be binding on and inure to the benefit of any successor of
the Company.
	 
	18.	 	Choice of Law. This Agreement is entered into under the laws of the
State of Minnesota and shall be construed and interpreted thereunder
(without regard to its conflict of law principles).
	 
	19.	 	Miscellaneous. This Agreement is entered into pursuant to the Plan and
is subject to all of the terms and conditions contained in the Plan. The
Optionee acknowledges that a copy of the Plan has been made available to
him or her; and, by execution hereof, the Optionee agrees and accepts this
Agreement subject to the terms of the Plan. This Agreement contains all
terms and conditions with respect to the subject matter hereof.




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     IN WITNESS WHEREOF, the Optionee and the Company have executed this
Agreement as of ___________________________.



	 	 	 	 	 
	 	 	OPTIONEE
	 
	 	 	 	 
	 	 	
 
	 
	 	 	 	 
	 	 	WILSONS THE LEATHER EXPERTS INC.
	 
	 	 	 	 
	

	 	By	 	 
	

	 	 	
 
	

	 	   Its	 	 
	

	 	 	
 






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______________, ______




WILSONS THE LEATHER EXPERTS INC.

7401 Boone Avenue North

Brooklyn Park, Minnesota 55428

Attention: Vice President, Human Resources



Ladies and Gentlemen:




     I hereby exercise the following option (the “Option”) granted under the
Wilsons The Leather Experts Inc. 2000 Long Term Incentive Plan (the “Plan”)
with respect to the number of shares of Common Stock, par value $.01
(“Shares”), of Wilsons The Leather Experts Inc. (the “Company”), indicated
below:



	 	 
	Name
of Option Holder:
	

	 
	Date
of Grant of Option:
	 

	 
	Exercise Price Per Share:
	

	 
	Number of Shares With Respect to Which

the Option is Hereby Exercised:
	

	 
	Total Exercise Price:
	








	 	 	 
	o

	 	Enclosed with this letter is a check, bank draft or money
order in the amount of the Total Exercise Price.
	 
	o

	 	I hereby agree to pay the Total Exercise Price within three
business days of the date hereof and, as stated in the
attached Broker’s Letter, I have delivered irrevocable
instructions to _____________________________ to
promptly deliver to the Company the amount of sale or loan
proceeds from the Shares to be issued pursuant to this
exercise necessary to satisfy my obligation hereunder to pay
the Total Exercise Price.
	 
	o

	 	Enclosed with this letter is a certificate evidencing
unencumbered Shares (duly endorsed in blank) having an
aggregate Fair Market Value (as defined in the Plan) equal to
or in excess of the Total Exercise Price.
	 
	o

	 	Enclosed with this letter is a certificate attesting to my
ownership of unencumbered Shares having an aggregate Fair
Market Value (as defined in the Plan) equal to or in
excess of the Total Exercise Price, and I hereby tender such Shares
in payment of the Total Exercise Price.

















 





     If I am enclosing or tendering Shares, I hereby represent and warrant that
I am the owner of such Shares free and clear of all liens, security interests
and other restrictions or encumbrances. I agree that I will pay any required
withholding taxes in connection with this exercise as provided in Section 12(d)
of the Plan.



     Please issue a certificate (the “Certificate”) for the number of Shares
with respect to which the Option is being exercised in the name of the person
indicated below and deliver the Certificate to the address indicated below:



	 	 
	Name
in Which to Issue Certificate:
	 


	 
	Address to Which Certificate Should be Delivered:
	 


	 
	
 
	

	 
	 
	

	 
	 
	

	 
	 
	

	Principal
Mailing Address for Certificate of Registration (if different from
above):
	 
 


	 
	 
	

	 
	 
	

	 
	 
	

	 
	 
	








	 	 	 	 	 
	 	Very truly yours,







Signature







Name, please print







Social Security Number

 	 
	 	 	 
	 	 	 
	 	 	 
	 





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__________________, ______




WILSONS THE LEATHER EXPERTS INC.

7401 Boone Avenue North

Brooklyn Park, Minnesota 55428

Attention: Vice President, Human Resources



Ladies and Gentlemen:



	 	 
	Name
of Option Holder:
	

	 
	Date
of Grant of Option:
	 

	 
	Exercise Price Per Share:
	

	 
	Number of Shares With Respect to Which

the Option is Hereby Exercised:
	

	 
	Total Exercise Price:
	








     The above Option holder has requested that we finance the exercise of the
above Option to purchase Shares of common stock of Wilsons The Leather Experts
Inc. (the “Company”) and has given us irrevocable instructions to promptly
deliver to the Company the amount of sale or loan proceeds from the Shares to
be issued pursuant to such exercise to satisfy the Option holder’s obligation
to pay the Total Exercise Price.



	 	 	 	 	 
	 	Very truly yours,







Broker Name


	 
	 	By