Exhibit 10.2


 


LENOX GROUP INC. STOCK OPTION
AGREEMENT (Director Option)


 


	
  Optionee:

  	
   

  	
   

  	
   

  	
  Date:

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Number
  of Shares subject to the Option:

  	
   

  	
  Exercise
  Price per Share:

  



 


1.                                       General.


 


1.1                                 The
Company hereby grants to the Optionee, subject to the terms of this Agreement
and the Company’s 2004 Stock Incentive Plan (the “Plan”), the right and option
(the “Option”) to purchase, at the Exercise Price, the number of Shares set
forth above.  The number of Shares and
the Exercise Price are subject to adjustment as provided in Section 10 of
the Plan, which is made a part hereof as if fully set forth herein.  Except as otherwise defined herein,
capitalized terms used in this Agreement shall have the same definitions as set
forth in the Plan.


 


1.2                                 This
Option is not intended to qualify as an Incentive Stock Option within the
meaning of Section 422 of the Code.


 


1.3                             The Option shall be
exercisable to the extent and in the manner provided herein for a period of 10
years from the date hereof (the “Exercise Term”); provided, however,
that the Option may be earlier terminated as provided in Section 4 hereof.


 


2.                                       Vesting
and Exercisability of Options.


 


2.1                                 Vesting.  Subject to the provisions of this Agreement
and the Plan, the Option shall be fully vested on and as of the Grant
Date.  Notwithstanding the foregoing and
subject to the provisions of this Agreement and the Plan, the Option shall
become exercisable with respect to the total number of shares which may be
purchased pursuant to the Option on the first anniversary of the Grant Date.


 


2.2                                 Timing
of Exercise.  The Optionee or the
guardian, executor, administrator or other legal representative (each a “Legal
Representative”) of the Optionee (all references herein to “Optionee” being
deemed to include the Optionee’s Legal Representative, if any, unless the
context otherwise requires) may exercise the Option, in whole or in part, at
any time or from time to time.


 


2.3                                 Effect
of Change in Control. 
Notwithstanding anything contained in this Agreement to the contrary, in
the event of a Change in Control, the Option shall become immediately and fully
exercisable.


 


3.                                       Manner
of Exercise and Payment.


 


3.1                                 Subject
to the terms and conditions of this Agreement and the Plan, the Option may be
exercised by delivery of written notice, in person or by mail, to the Secretary
of the Company, at the Company’s principal executive office (or such other
address as the Company may from time to time notify the Optionee of in
writing). Such notice shall state that the Optionee is electing to exercise the
Option and the number of Shares in respect of which the Option is being
exercised and shall be signed by the Optionee or, where applicable, by his
Legal Representative.  The Company may
require proof satisfactory to it as to the right of the Legal Representative to
exercise the Option.


 


3.2                                 The
notice of exercise described in Section 3.1 hereof shall be accompanied by
the full purchase price for the Shares in respect of which the Option is being
exercised, such purchase price to be paid by check and/or the transfer of
Shares to the Company upon such terms and conditions as determined by the
Committee.  No fewer than 10 Shares may
be purchased at any one time upon an exercise of the Option, unless the number
of Shares so purchased constitutes the total number of Shares then purchasable
under the Option.


 


3.3                                 The
Optionee shall not be deemed to be the holder of, or to have any of the rights
of a holder with respect to, any Shares subject to the Option until the
conditions in Section 11 of the Plan have been satisfied.


 


4.                                       Certain
Restrictions.


 


4.1                                 Transferability.  The Option shall not be transferable by the
Optionee otherwise than (x) by will or the laws of descent and distribution or
(y) subject to such terms, conditions and undertakings as 


 





















 


the Company may require from time
to time. The terms of such Option shall be final, binding and conclusive upon
the beneficiaries, executors, administrators, heirs, successors and permitted
transferees of the Optionee.


 


4.2                                 Termination.  (a)  If the Optionee’s service as a
Director terminates for any reason other than Cause, the Optionee may for a
period of one (1) year after such termination exercise the Option to the
extent, and only to the extent, that the Option or portion thereof is vested
and exercisable as of the date the Optionee’s service as a Director is
terminated, after which time the Option shall automatically terminate in full.


 


(b)                                 If
the Optionee’s service as a Director terminates for Cause, the Option shall
immediately terminate in full and no rights hereunder may be exercised.


 


(c)                                  If
the Optionee dies while a Director or within the one (1) year period after
termination of his service as a Director as described in clause (a) of this
Section 4.2, the Option may be exercised at any time within twelve (12) months
after the Optionee’s death by his Legal Representative, after which time the
Option shall terminate in full; provided, however,
that the Option may be exercised to the extent, and only to the extent, that
the Option or portion thereof is exercisable on the date of death or earlier
termination of the Optionee’s services as a Director.


 


5.                                       Entire
Agreement.  This Agreement and the
Plan constitute the entire agreement, and supersede all prior agreements and
understandings, oral and written, between the parties hereto with respect to
the subject matter hereof.


 


6.                                       Specific
Performance.  The parties hereto
acknowledge that there will be no adequate remedy at law for a violation of any
of the provisions of this Agreement and that, in addition to any other remedies
which may be available, all of the provisions of this
Agreement shall be specifically enforceable in accordance with their respective
terms.


 


7.                                       Acknowledgment.  The Optionee hereby acknowledges prior
receipt of a copy of the Plan and agrees to be bound by all the terms and
provisions thereof as the same may be amended from time to time.  The Optionee hereby acknowledges that he has
reviewed the Plan and this Agreement and understands his rights and obligations
thereunder and hereunder.  The Optionee
also acknowledges that he has been provided with such information concerning
the Company, the Plan and this Agreement as he and his advisors have requested.


 


 


	
   

  	
  LENOX GROUP INC.

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  [Name, Title]

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
	
   

  	
  [Name of Optionee]