exv10w22



 






EXHIBIT 10.22




WEYCO GROUP, INC.

DIRECTOR

NONQUALIFIED STOCK OPTION AGREEMENT




     This stock option is granted by Weyco Group, Inc., a Wisconsin corporation (the “Company”), to
 Frederick P. Stratton, Jr.  (the “Director”) as of
this  19th
day of  May,  2003 .



W I T N E S S E T H :




     WHEREAS, the Board of Directors of the Company (the “Board”), desiring to promote the growth
and development of the Company and increase shareholder value by providing incentives for
non-employee directors of the Company;



     NOW, THEREFORE, it is agreed as follows:



     1. Number of Shares Optioned; Option Price. The Company grants to the Director the right and
option to purchase, on the terms and conditions hereof, all or any part of the aggregate of
One Thousand, Five Hundred  (1,500) shares of the presently authorized Common Stock
of the Company, $1.00 par value, whether unissued or issued and reacquired by the Company, at the
purchase price of  Fifty Dollars and 37/100 ($50.37) per share. This Option is
intended by the parties hereto to be, and shall be treated as, a nonqualified stock option.



     2. Conditions of Exercise of Option During Director’s Lifetime. This option may be exercised
by Director at any time during Director’s lifetime after  November 19, 2003. If the
Director ceases to be a Director of the Company for any reason except death, Director may, at any
time within 3 months after the date of such cessation of directorship but in no event later than
the date of expiration of this option, exercise this option to the extent Director was entitled to
do so on the date of such cessation of directorship.



     3. Death of Director. If Director dies while still serving as a Director of the Company, this
option, whether or not otherwise exercisable at the time of such death, shall be exercisable by the
person or persons to whom the option is transferred by will or the laws of descent and
distribution, within one year following Director’s death and in no event later than the expiration
date of this option. This option or any portion of this option not so exercised following
Director’s death shall expire.



     4. Restrictions on Transfer of Underlying Shares; Deferral of Exercise. Neither the grant of
this option nor the issuance of the underlying shares has been registered under the Securities Act
of 1933 (the “Act”). Although the Company intends to exert its best efforts so that issuance of
the shares purchasable upon the exercise of this option, when it first becomes exercisable, will be
exempt from the registration requirements of the Act and any applicable state securities laws, if
the exercise of this option would otherwise result in



 









 







the violation by the Company of any provision of the Act or of any state securities law, the
Company may require that such exercise be deferred until the Company has taken appropriate action
to avoid any such violation. In addition, the Director acknowledges that both this option and the
underlying shares constitute “restricted securities,” may bear a legend restricting transfers, and
may be transferred only in compliance with an exemption from the registration requirements of the
Act (including Rule 144 thereunder) and applicable state law. Under Rule 144 under the Act, resales
may not be permitted for the first year after the option has been exercised and fully paid, and
resales during the second year would be subject to the volume limitations, notice requirements and
other requirements of Rule 144.



     5. Exercise of Option May Be In Whole Or In Part. Subject to the conditions stated in
paragraphs 2, 3 and 4 hereof, this option may be exercised for part or all of the total number of
shares stated in paragraph 1. All or any part of the shares subject to this option so exercisable
may be purchased at any time, and from time to time, but in no event after the expiration date
provided in paragraph 8.



     6. Method of Exercising Option.




     (a) This option shall be exercised by delivering to the Company at the office
of its Secretary in Milwaukee, Wisconsin a written notice of the number of shares
with respect to which the option will be exercised and of the intended date of
exercise.




     (b) Director shall pay the Company, on the date of exercise, the exercise
price for the shares being purchased in full. No shares shall be issued until such
payment is made therefore. Such payment may be made either (i) in cash or (ii) at
the discretion of the Board, by delivering shares of the
Company’s Common Stock which have been beneficially owned by the Director, the Director’s spouse, or
both of them for a period of at least six months prior to the time of exercise
(“Delivered Stock”) or a combination of cash and Delivered Stock. Delivered Stock
shall be valued at its Fair Market Value determined as of the date of exercise of
the option.



     7. Ownership of Shares. Director shall not be deemed the holder of any shares subject to
this option until such shares are fully paid and issued to him upon exercise of this option.



     8. Expiration Date. This option shall expire at the close of business on  May 19,
2013, or earlier if the Director ceases to be a Director of the Company (see paragraphs 2 and
3).



     9. Method of Valuation of Common Stock. The fair market value of the Company’s Common Stock
on any date is deemed, for the purposes of this Agreement, to be either:




     (a) The average of the highest and lowest sale prices of the stock on such
date as reported by NASDAQ (the National Association of Securities Dealers, Inc.
Automated Quotation System) or, in the absence of reported sales on NASDAQ on said
date, the average of the closing bid and asked prices for the stock on NASDAQ on
said date; or



 









 






     (b) At any time when the stock is listed on any exchange, the average of the
reported highest and lowest prices at which the shares are sold on such exchange on
such date or, in the absence of reported sales on such exchange on said date, the
average of the closing bid and asked prices for the stock on such exchange on such
date.



     10. No Rights in Shares Until Certificates Issued. Neither the Director nor his heirs,
executor or administrator shall be, or have any of the rights or privileges of, a shareholder of
the Company in respect of any of the shares issuable upon the exercise of the option herein
granted, unless and until certificates representing such shares shall have been issued.



     11. Prohibition Against Pledge, Attachment, etc. Except as otherwise provided, this option
and the rights and privileges pertaining thereto shall not be transferred, assigned, pledged or
hypothecated in any way (whether by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process.



     12. Option Not Transferable During Director’s Lifetime. This option shall be exercisable,
during the Director’s lifetime (to the extent exercisable), only by him and shall not be
transferable by the Director other than by his will or by the laws of descent and distribution.



     13. Changes in Stock. In the event there are any changes in the Common Stock of the Company
through a stock split, stock dividend, combination or exchange of shares, or other similar change
affecting the Common Stock of the Company, the Board shall make, such changes in the aggregate
number, price and kind of shares subject to this option, as are appropriate and equitable to
prevent any diminution or enlargement of the rights granted to or available for Director.



     14. Dissolution or Merger. Upon the dissolution or liquidation of the Company or upon any
merger in which the Company is not the surviving corporation and which is approved by the Company’s
non-insider shareholders (a “triggering event”), the Company shall settle this option, if
outstanding and exercisable, for cash. The amount of cash to be paid to the Director for this
option if it has not been exercised, or any unexercised portion hereof if this option has been
exercised in part, shall be equal to the difference between the exercise price and the fair market
value of the Company’s Common Stock on the effective date of the triggering event.



     15. Notices. Any notice to be given to the Company under the terms of this Agreement shall be
addressed to the Company in care of its Secretary, Post Office Box 1188, Milwaukee, Wisconsin
53201, and any notice to be given to the Director may be addressed to him at his address as it
appears on the Company’s records or at such other address as either party may hereafter designate
in writing to the other. Any such notice shall have been deemed to have been duly given if and
when enclosed in a properly sealed envelope or wrapper addressed as aforesaid, certified and
deposited, postage prepaid, in a post office or branch post office regularly maintained by the
United States Government.



     16. Successors. This Agreement shall be binding upon and inure to the benefit of any
successor or successors of the Company.



 









 





     17. Wisconsin Contract. This option has been granted in Wisconsin and shall be construed
under the laws of that state.



     18. Government and Other Regulations. The obligation of Weyco Group, Inc. to sell and deliver
shares of Common Stock under this agreement and the Plan shall be subject to all applicable laws,
rules and regulations and the obtaining of all such approvals by governmental agencies as may be
deemed necessary or desirable by the Board, including (without limitation) the satisfaction of all
applicable federal, state and local tax withholding requirements.



     IN WITNESS WHEREOF, the Company has caused this Agreement to be executed on its behalf by its
Chief Executive Officer or President and to be sealed with its corporate seal, attested by its
Secretary or one of its Assistant Secretaries, and the Director has hereunto set his hand and seal,
all as of the day and the year first above written, which is the date of the granting of the option
evidenced hereby.



	 	 	 
	 

	 	WEYCO GROUP, INC.
	 
	 	 
	

	 	By: /s/ Thomas W. Florsheim, Jr.
	 
	 	 
	

	 	Title: Chairman & CEO
	 
	 	 
	

	 	ATTEST:
	 
	 	 
	

	 	 /s/ John Wittkowske
	

	 	Secretary
	 
	 	 
	

	 	 /s/ Frederick P. Stratton, Jr.
	

	 	Director