a5912487ex10_9.htm


    EXHIBIT
10.9

    


    FORM
OF

    STOCK
OPTION AGREEMENT

    (Culp,
Inc. 2007 Equity Incentive Plan)

    


    THIS STOCK OPTION AGREEMENT
(the “Agreement”), made
effective as of the ___ day of ___________, ______ (the “Grant Date”), is by
and between Culp, Inc., a North Carolina corporation (the “Corporation”), and
__________________ (the “Holder”).

     

    WHEREAS, the Corporation has
adopted the Culp, Inc. 2007 Equity Incentive Plan (the “Plan”) to give
Eligible Individuals the opportunity to acquire a proprietary interest, or
otherwise increase their proprietary interest, in the Corporation as an
incentive to provide or continue their Service; and

     

    WHEREAS, the Corporation has
awarded to the Holder an Option under the Plan, which Award shall be evidenced
by this Agreement and effective as of the Grant Date (even though this Agreement
may be physically executed and delivered after the Grant Date);

     

    NOW, THEREFORE, the parties
hereto agree as follows:

     

    
      	
               
      

            	
              1.

            	
              Grant of Option.  Pursuant
      to the Plan, the Corporation hereby grants to the Holder an Option to
      purchase all or any part of an aggregate of  shares of
      Common Stock (the “Option
      Shares”), subject to, and in accordance with, the terms and
      conditions set forth in this Agreement and the Plan.  The Option
      and this Agreement are subject to all of the terms and conditions of the
      Plan, which terms and conditions hereby are incorporated by
      reference.  Except as otherwise expressly set forth herein,
      capitalized terms used in this Agreement shall have the same definitions
      as set forth in the Plan.

            


    

     

    
      	
               
      

            	
              2.

            	
              Status of
      Option.  The Option is intended to be [select
      one]:

            


    

     

    o an Incentive
Stock Option.

    o   a
Non-Qualified Stock Option.

     

    
      	
               
      

            	
              3.

            	
              Exercise
      Price.  The price at which the Holder shall be entitled
      to purchase Option Shares upon the exercise of the Option shall be $____
      per share.

            


    

     

    
      	
               
      

            	
              4.

            	
              Term
      of Option.  Subject to the terms of the Plan and
      this Agreement, the Option shall be exercisable at any time prior to the
      tenth anniversary of the Grant Date (the “Expiration
      Date”).  To the extent not exercised before the
      Expiration Date, this Option shall automatically expire
      unexercised.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

       

    

    
      	
               
      

            	
              5.

            	
              Vesting and
      Exercisability of Option.  Subject to the terms
      of the Plan, the Option shall vest and become exercisable [select
      one]:

            


    

     

    o with respect to:

     

    
      	
               
      

            	
              (a)

            	
              twenty
      percent (20%) of the Option Shares beginning on the first anniversary of
      the Grant Date;

            


    

     

    
      	
               
      

            	
              (b)

            	
              an
      additional twenty percent (20%) of the Option Shares beginning on the
      second anniversary of the Grant
Date;

            


    

     

    
      	
               
      

            	
              (c)

            	
              an
      additional twenty percent (20%) of the Option Shares beginning on the
      third anniversary of the Grant
Date;

            


    

     

    
      	
               
      

            	
              (d)

            	
              an
      additional twenty percent (20%) of the Option Shares beginning on the
      fourth anniversary of the Grant Date;
and

            


    

    


    
      	
               
      

            	
              (e)

            	
              the
      remaining twenty percent (20%) of the Option Shares beginning on the fifth
      anniversary of the Grant Date.

            


    

    


    Notwithstanding
the foregoing, subject to the provisions of the Plan and the discretion of the
Committee, no portion of the Option shall become exercisable following the
termination of the Holder’s Service.

    


    o other
(specify):

    ________________________________________________________________________

    ________________________________________________________________________

    ________________________________________________________________________

    


    
      	
               
      

            	
              6.

            	
              Acceleration of
      Vesting.  (select
one)

            


    

     

    o The Option shall not
accelerate automatically upon the occurrence of a Change of Control or the
occurrence of any other events, provided that nothing herein shall affect the
authority of the Committee to accelerate the time after which the Option shall
be exercisable.

    


    o other
(specify):

    
      


      
        
          

          


          
            
              

              


              
                
                  

                

              

            

          

        

      

    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      	
               
      

            	
              7.

            	
              Termination of
      Service.  Subject to the terms of the Plan and the
      discretion of the Committee, the Option shall, upon termination of the
      Holder’s Service, terminate and cease to be outstanding with respect to
      any and all Option Shares for which the Option is not otherwise
      exercisable as of the date of termination of the Holder’s Service (the
      “Termination
      Date”).  Subject to the terms of this Agreement, the
      Option may be exercised following the termination of the Holder’s Service
      only to the extent that the Option was exercisable as of the Termination
      Date.  Upon the expiration of the applicable exercise period as
      set forth below or (if earlier) upon expiration of the term, the Option
      shall terminate and cease to be
outstanding.

            


    

     

    In the
Holder’s Service is terminated, the Option shall continue to be exercisable (to
the extent the Holder could have exercised the Option as of the Termination
Date) until [select one]:

     

    o thirty
(30) days after the Termination Date, unless the Holder’s Service is terminated
due to the Holder’s:

     

    
      	
               
      

            	
              (i)

            	
              death,
      in which case the Holder’s legatee(s) under the Holder’s last will or the
      Holder's personal representative or representatives may exercise all or
      part of the previously unexercised portion of the Option at any time
      within one year, but not beyond the expiration of its term, after the
      Holder's death; or

            


    

     

    
      	
               
      

            	
              (ii)

            	
              total
      and permanent disability (as defined in Section 22(e)(3) of the Code), in
      which case the Holder or the Holder’s personal representative may exercise
      the previously unexercised portion of the Option at any time within one
      year, but not beyond the expiration of its term, after the Termination
      Date.

            


    

     

    o other
(specify):

     

    
      

    

     

    
      

    

     

    
      

    

     

    
      	
               
      

            	
              8.

            	
              Exercise of
      Option.  The Holder may exercise all or a portion of the
      Option by giving written notice to the Corporation of exercise, and
      specifying the number of Option Shares with respect to which the Option is
      being exercised.  Such notice shall be delivered to the
      Secretary of the Corporation and shall be effective as of the later of the
      date of its receipt by the Secretary of the Corporation and the date on
      which the Holder has complied with the provisions of the Plan (including,
      without limitation, payment of the exercise price) with respect
      thereto.

            


    

     

    
      	
               
      

            	
              9.

            	
              Non-Transferability of
      Option.   The Option shall not be transferable by
      the Holder except to the extent permitted under the
  Plan.

            


    

     

    
      	
               
      

            	
              10.

            	
              No Rights as a
      Shareholder.  The Holder shall not have any rights or
      privileges of a shareholder with respect to any Option Shares by virtue of
      the Option until the date of issuance by the Corporation of a certificate
      for such shares pursuant to the exercise of the
  Option.

            


    

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      
        	
                 
      

              	
                11.

              	
                Holder Bound by the
      Plan.  The Holder hereby acknowledges receipt of a copy
      of the Plan and agrees to be bound by all the terms and provisions
      thereof.  A determination of the Committee as to any questions
      which may arise with respect to the interpretation of the provisions of
      this Agreement and of the Plan shall be final.  The Committee
      may authorize, establish and revise such rules and regulations with
      respect to the operation of the Plan not inconsistent with the provisions
      of the Plan, as it may deem
advisable.

              


      

    

     

    
      	
               
      

            	
              12.

            	
              Modification of
      Agreement.  Subject to the provisions of the Plan, this
      Agreement may be modified, amended, suspended or terminated, and any terms
      or conditions may be waived, but only by a written instrument executed by
      the parties hereto.

            


    

     

    
      	
               
      

            	
              13.

            	
              Severability.  Each
      provision of this Agreement is intended to be severable.  Should
      any provision of this Agreement be held by a court of competent
      jurisdiction to be unenforceable or invalid for any reason, the remaining
      provisions of this Agreement shall not be affected by such holding and
      shall continue in full force in accordance with their
    terms.

            


    

     

    
      	
               
      

            	
              14.

            	
              Governing Law;
      Jurisdiction.  This Agreement shall be governed and
      construed in accordance with the laws of the State of North Carolina,
      without regard to the principles of conflicts of law, except to the extent
      governed by federal law.  Each party hereby irrevocably submits
      to the jurisdiction of the state and federal courts sitting in Guilford
      County, State of North Carolina, for the adjudication of any dispute
      hereunder.

            


    

     

    
      	
               
      

            	
              15.

            	
              Successors in Interest.  This
      Agreement shall inure to the benefit of and be binding upon any successor
      to the Corporation.  This Agreement shall inure to the benefit
      of the Holder’s legal representatives.   All obligations
      imposed upon the Holder and all rights granted to the Corporation under
      this Agreement shall be final, binding and conclusive upon the Holder’s
      heirs, executors, administrators and
successors.

            


    

     

    [signatures
are on the next page]

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    IN WITNESS WHEREOF, this
Agreement has been executed by the Corporation and the Holder effective as of
the date and year first written above.

     

    


    
      
        
          
            	 	
                    CULP,
      INC.

                  
	 	 
      
	 	
                    By:
      ________________________________________

                  
	 	
                    Name:
      _____________________

                    Title:  _____________________

                  
	 	 
      
	 	 
	 	
                    EMPLOYEE

                  
	 	 
	 	
                    By:
      ________________________________________

                  
	 	
                    Name:
      _____________________

                    Title:  _____________________