-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Dgu82pWH+mfvnSx6HlRCf528swQ/w4O9lNXmtvSCZ3+Z/uQbke3rvw2FBUZHdpRl +PyHL5+2oXOKz8R7ERIjpg== 0001047469-98-035252.txt : 19980924 0001047469-98-035252.hdr.sgml : 19980924 ACCESSION NUMBER: 0001047469-98-035252 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 7 FILED AS OF DATE: 19980923 EFFECTIVENESS DATE: 19980923 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: BRAUNS FASHIONS CORP CENTRAL INDEX KEY: 0000883943 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-WOMEN'S CLOTHING STORES [5621] IRS NUMBER: 061195422 STATE OF INCORPORATION: DE FISCAL YEAR END: 0302 FILING VALUES: FORM TYPE: S-8 SEC ACT: SEC FILE NUMBER: 333-64085 FILM NUMBER: 98713543 BUSINESS ADDRESS: STREET 1: 2400 XENIUM LANE NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441-3626 BUSINESS PHONE: 6125515000 MAIL ADDRESS: STREET 1: 2400 XENIUM LN NORTH CITY: PLYMOUTH STATE: MN ZIP: 55441-3626 S-8 1 FORM S-8 As filed with the Securities and Exchange Commission on September 23, 1998. Registration No. 333-___________ - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------------------ BRAUNS FASHIONS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 06-1195422 (State or other jurisdiction of (I.R.S. employer incorporation or organization) identification no.) 2400 XENIUM LANE NORTH, PLYMOUTH, MINNESOTA 55441 (Address of principal executive offices, including zip code) DIRECTOR STOCK OPTION AGREEMENTS (Full title of the plan) Copy to: Andrew K. Moller Kevin L. Crudden Chief Financial Officer Robins, Kaplan, Miller & Ciresi L.L.P. Brauns Fashions Corporation 2800 LaSalle Plaza 2400 Xenium Lane North 800 LaSalle Avenue Plymouth, Minnesota 55441 Minneapolis, Minnesota 55402 (612) 349-8500 (612) 551-5000 (Telephone number, including area code, of agent for service) Approximate date of commencement of proposed sale: From time to time after the effective date of this Registration Statement. CALCULATION OF REGISTRATION FEE
PROPOSED TITLE OF PROPOSED MAXIMUM SECURITIES AMOUNT MAXIMUM AGGREGATE AMOUNT OF TO BE TO BE OFFERING PRICE OFFERING REGISTRATION REGISTERED REGISTERED PER SHARE(1) PRICE(1) FEE - -------------------------------------------------------------------------------- Common Stock, $.01 par value 70,000 shares $8.81 $616,700 $182 - --------------------------------------------------------------------------------
(1) Pursuant to Rule 457(c), the per share price is estimated, solely for the purpose of determining the registration fee, based upon the average of the high and low prices for such common stock on September 18, 1998 as reported on The Nasdaq National Market. - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE. The following documents have been filed by Brauns Fashions Corporation (the "Company") (File No. 0-19972) with the Commission pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") and are incorporated by reference herein: a. The Company's Annual Report on Form 10-K for the fiscal year ended February 28, 1998; b. The Company's Quarterly Report on Form 10-Q for the quarter ended May 30, 1998; and c. The descriptions of the Company's capital stock contained in the Company's Registration Statement on Form S-1 (Registration No. 33-45719) and incorporated by reference into the Company's Registration Statement on Form 8-A (File No. 0-19972), filed with the Commission. All documents filed with the Commission by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all such securities then remaining to be sold shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes hereof to the extent a statement contained herein or in any subsequently filed document which also is or is deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed to constitute a part hereof, except as so modified or superseded. ITEM 4. DESCRIPTION OF SECURITIES. The common stock, par value $.01 per share (the "Common Stock"), of the Company offered pursuant to this Registration Statement is registered under Section 12(g) of the Exchange Act. The description of the Company's Common Stock is incorporated by reference pursuant to Item 3 above. The number of shares of Common Stock to be issued pursuant to options granted to the directors pursuant to this Registration Statement is 70,000 shares. ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL. The consolidated financial statements of the Company for the two years ended February 28, 1998, included in its Annual Report (Form 10-K) for the year ended February 28, 1998, have been audited by Price Waterhouse LLP, independent auditors, as set forth in their report thereon included therein and incorporated herein by reference. Such financial statements are incorporated herein by 2 reference in reliance upon such report given upon the authority of such firm as experts in accounting and auditing. ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS. Article V of the Company's Bylaws provides that the Company shall indemnify the directors and officers to such extent as permitted by Section 145 of the Delaware General Corporation Law, as now enacted or hereafter amended. Further, the Company has purchased director and officer liability insurance that insures directors and officers against certain liabilities in connection with the performance of their duties as directors and officers, including liabilities under the Securities Act of 1933, as amended, and provides for payment to the Company of costs incurred by it in indemnifying its directors and officers. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable. 3 ITEM 8. EXHIBITS. The following exhibits are filed with this Registration Statement on Form S-8: EXHIBIT NUMBER DESCRIPTION - ------ ------------ 4.1 Certificate of Incorporation of the Company (incorporated herein by reference to the Company's Registration Statement on Form S-1 (Registration No. 33-45719)) 4.2 Bylaws of the Company (incorporated herein by reference to the Company's Registration Statement on Form S-1 (Registration No. 33-45719)). 5.1 Opinion of Robins, Kaplan, Miller & Ciresi L.L.P. as to the legality of Common Stock of the Company (filed electronically herewith) 23.1 Consent of PricewaterhouseCoopers LLP (filed electronically herewith) 23.2 Consent of Robins, Kaplan, Miller & Ciresi L.L.P. (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page and filed electronically herewith) 99.1 Stock Option Agreement by and between the Company and Marc C. Ostrow dated July 17, 1997 (filed electronically herewith) 99.2 Stock Option Agreement by and between the Company and James J. Fuld, Jr. dated July 17, 1997 (filed electronically herewith) 99.3 Stock Option Agreement by and between the Company and Larry C. Barenbaum dated July 17, 1997 (filed electronically herewith) 99.4 Stock Option Agreement by and between the Company and Donald D. Beeler dated July 17, 1997 (filed electronically herewith) 4 ITEM 9. UNDERTAKINGS. (A) RULE 415 OFFERING. The undersigned registrant hereby undertakes: (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement: (i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement; Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement. (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) FILINGS INCORPORATING SUBSEQUENT EXCHANGE ACT DOCUMENTS BY REFERENCE. The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan's annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. 5 (H) STATEMENT REQUIRED BY ITEM 512(H) IN CONNECTION WITH FILING OF REGISTRATION STATEMENT ON FORM S-8. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act of 1933 and will be governed by the final adjudication of such issue. 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Minneapolis, State of Minnesota on September 22, 1998. BRAUNS FASHIONS CORPORATION By /s/ Andrew K. Moller -------------------------------- Andrew K. Moller Chief Financial Officer 7 POWER OF ATTORNEY We, the undersigned directors and officers of Brauns Fashions Corporation, do hereby severally constitute and appoint William J. Prange and Andrew K. Moller, and each of them singly, our true and lawful attorneys and agents, to do any and all things and acts in our names in the capacities indicated below and to execute any and all instruments for us and in our names in the capacities indicated below which said William J. Prange or Andrew K. Moller, or either of them, may deem necessary or advisable to enable Brauns Fashions Corporation to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission, in connection with the Registration Statement on Form S-8 relating to the offering of Common Stock, including specifically, but not limited to, power and authority to sign for us or any of us in our names in the capacities indicated below the Registration Statement and any and all amendments (including post-effective amendments) thereto; and we hereby ratify and confirm all that William J. Prange and Andrew K. Moller, or either of them, shall do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE /s/ William J. Prange President and Chief Executive September 22, 1998 - ------------------------ Officer (Principal Executive William J. Prange Officer) /s/ Andrew K. Moller Chief Financial Officer September 22, 1998 - ------------------------ (Principal Financial Officer Andrew K. Moller and Principal Accounting Officer) /s/ Nicholas H. Cook Chairman of the Board September 22, 1998 - ------------------------ and Director Nicholas H. Cook /s/ Marc C. Ostrow Director September 22, 1998 - ------------------------ Marc C. Ostrow
8 /s/ James J. Fuld, Jr. Director September 22, 1998 - ------------------------ James J. Fuld, Jr. /s/ Larry C. Barenbaum Director September 22, 1998 - ------------------------ Larry C. Barenbaum /s/ Donald D. Beeler Director September 22, 1998 - ------------------------ Donald D. Beeler
EX-5.1 2 EX-5.1 EXHIBIT 5.1 OPINION OF ROBINS, KAPLAN, MILLER & CIRESI, L.L.P. ROBINS, KAPLAN, MILLER & CIRESI L.L.P. 2800 LaSalle Plaza 800 LaSalle Avenue Minneapolis, MN 55402-2015 September 22, 1998 Brauns Fashions Corporation 2400 Xenium Lane North Plymouth, MN 55441 Re: REGISTRATION STATEMENT ON FORM S-8 1992 DIRECTOR STOCK OPTION AGREEMENTS REGISTRATION OF 70,000 SHARES OF COMMON STOCK Ladies and Gentlemen: We have acted as legal counsel for Brauns Fashions Corporation (the "Company") in connection with the preparation of a Registration Statement on Form S-8 (the "Registration Statement") to be filed with the Securities and Exchange Commission, and the Prospectus to be used in conjunction with the Registration Statement (the "Prospectus"), relating to the registration under the Securities Act of 1933,S as amended, of 70,000 shares (the "Shares") of common stock, $.01 par value (the "Common Stock"), to be issued by the Company pursuant to (a) those certain Stock Option Agreements dated July 17, 1997 to each of Marc C. Ostrow, James J. Fuld, Jr., Larry C. Barenbaum and Donald D. Beeler and (b) those certain Stock Option Agreements dated June 24, 1996 to Larry C. Barenbaum and Donald D. Beeler, in the manner set forth in the Registration Statement and the Prospectus. In connection therewith, we have examined (a) the Certificate of Incorporation and Bylaws of the Company, both as amended to date; (b) the corporate proceedings of the Company relative to its organization and to the authorization and issuance of the Shares; and (c) the Registration Statement and the Prospectus. In addition to such examination, we have reviewed such other proceedings, documents and records and have ascertained or verified such additional facts as we deem necessary or appropriate for purposes of this opinion. Based upon the foregoing, we are of the opinion that: Brauns Fashions Corporation. September 22, 1998 1. The Company has been legally incorporated and is validly existing under the laws of the State of Delaware. 2. All necessary corporate action has been taken by the Company to authorize the issuance of the Shares. 3. The Shares are validly authorized by the Company's Certificate of Incorporation, as amended, and when issued and paid for as contemplated in the Registration Statement and Prospectus, will be validly issued, fully paid, and non-assessable. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to our firm under the caption "Legal Matters" in the Prospectus. Sincerely, ROBINS, KAPLAN, MILLER & CIRESI L.L.P. EX-23.1 3 EX-23.1 EXHIBIT 23.1 CONSENT OF INDEPENDENT ACCOUNTANTS We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated April 3, 1998, which appears on page 16 of Braun's Fashions Corporation's Annual Report on Form 10-K for the year ended February 28, 1998 PricewaterhouseCoopers LLP Minneapolis, Minnesota September 22, 1998 EX-99.1 4 EX-99.1 EXHIBIT 99.1 STOCK OPTION AGREEMENT BRAUN'S FASHIONS CORPORATION (Non-Qualified Stock Option) Name of Director: Marc C. Ostrow Date of Grant: July 17, 1997 Number of Shares: 15,000 Exercise Price Per Share: $8.75 This STOCK OPTION AGREEMENT (the "Agreement") made as of July 17, 1997 between Braun's Fashions Corporation (the "Company") and the above-named individual, a non-employee director of the Company (the "Director"), to record the granting of an option. 1. GRANT OF OPTION: The Company has granted to the Director, subject to the terms and conditions of this Agreement, the option to purchase from the Company an aggregate of 15,000 shares of Common Stock ($.01 par value) of the Company at the purchase price of $8.75 per share, such option to be exercisable as hereinafter provided. 2. EXPIRATION DATE: This option shall expire on July 17, 2007 (the "Expiration Date"). 3. EXERCISE OF OPTION: a. Subject to Section 8 hereof, this option shall become exercisable with respect to 33-1/3% of the shares of Common Stock subject hereto on the first anniversary date of the grant of this option July 17, 1998, and with respect to an additional 33-1/3% of such shares on each of the second and third anniversary dates of the grant of this option. b. This option may be partially exercised from time to time. This option may not be exercised after the Expiration Date. c. Notwithstanding the foregoing, this option shall not be exercisable for a fractional share of stock. d. Any exercise of this option shall be made in writing duly executed and delivered to the Company specifying the number of shares as to which the option is being exercised in the form of the Subscription Form for Exercise attached hereto. Schedule I of 1 this Agreement shall be made available to the Company at the time of exercise for notation of any partial exercise. 4. PAYMENT OF OPTION PRICE: a. On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made in cash or by check or by delivery of shares of Common Stock of the Company registered in the name of the Director, duly assigned to the Company with respect to the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and with all necessary transfer tax stamps affixed, or by a combination of the foregoing, any such shares so delivered to be deemed to have a value per share equal to the fair market value of the shares on such date, as determined by the Company's Board of Directors. b. At the time of any exercise of this option, the Director shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an option. 5. OPTION NONTRANSFERABLE: This option is not transferable otherwise than by will or the laws of descent and distribution and is exercisable during the Director's lifetime only by the Director or his guardian or legal representative. 6. RIGHTS AS A SHAREHOLDER: The Director shall have no rights as a shareholder with respect to any of the shares covered by this option until the date of issuance to the Director of a stock certificate for such shares, and no adjustment shall be made for any dividends or other rights the record date of which is prior to the date such stock certificate is issued. 7. GENERAL RESTRICTIONS: a. At the time of any exercise of this option, the Director shall furnish the Company with a representation that he is acquiring the shares issued upon such exercise as an investment and not with a view to, or for sale in connection with, the distribution of any such shares; provided, however, that such representation need not be furnished in the event the shares issued upon such exercise are registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. b. The Company will not be obligated to issue shares of Common Stock covered by this option if counsel to the Company determined that such issuance would violate any law or regulation of any governmental authority or any agreement between the Company and the National Association of Securities Dealers ("NASD") or any national securities exchange upon which the Common Stock is then quoted or listed. In connection with any issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal requirements. This option shall be subject to the requirement that if at any time the Board of Directors of the Company shall determine, in its 2 discretion, that the listing, registration or qualification of the shares subject to this option upon NASDAQ, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issue or purchase of shares under this option, this option shall be subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors of the Company. c. Certificates evidencing shares of Common Stock issued pursuant to this Agreement shall bear such legend describing restrictions on transfer hereof as the Company's counsel shall deem necessary and appropriate until such time the Company's counsel determines that such legend is no longer necessary or appropriate. 8. TERMINATION: a. Except as provided in this Section 8(a) and Section 8(b) hereof, an option may not be exercised by a Director unless such Director is then serving as a member of the Board of Directors. In the event that the service of a Director as a member of the Board of Directors shall terminate (other than by reason of death or Disability), all options of such Director that are exercisable at the time of such termination of services as a member of the Board of Directors may, unless earlier terminated in accordance with their terms, be exercised within ninety (90) days after the date of such termination of service as a member of the Board of Directors. b. If a Director shall die while serving as a member of the Board of Directors, or within ninety (90) days after the date of such Director's termination of service as a member of the Board of Directors, or if such Director's termination of service as a member of the Board of Directors shall be due to Disability, all options theretofore granted to such Director (to the extent otherwise exercisable) may, unless earlier terminated in accordance with their terms, be exercised by such Director or by such Director's estate or by a person who acquired the right to exercise such options by bequest or inheritance or otherwise by reason of death or disability of such Director, at any time within one year after the date of death or disability of such Director. In the event that an option granted hereunder shall be exercised by the legal representatives of a deceased or former Director written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative to exercise such option. 9. ADJUSTMENT OF SHARES: a. If there is any change in the number of issued and outstanding shares of Common Stock of the Company through the declaration of extraordinary dividends, stock dividends, recapitalization, stock splits, or combinations or exchanges of such shares, or other similar transactions, the number of shares of Common Stock available for awards under the Plan, the number of such shares covered by this option, and the price per share of outstanding options shall be adjusted accordingly by the Company to reflect such change in the number 3 of issued and outstanding shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. b. In the event of the dissolution or liquidation of the Company, in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Company with another entity, or other similar transactions, the Company may provide that a Director shall have the right to exercise an option (at its then Option Price) or to receive in respect of other types of awards the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, or merger or consolidation by a Director of the number of shares of Common Stock subject to such award for which such award might have been exercised or realized immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation. 10. BENEFICIARY: A Director may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Company and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Director, the executor or administrator of the Director's estate shall be deemed to be the Director's beneficiary. 11. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Delaware. 12. SECTION 422A: The options granted hereby are not intended to qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986 as amended. 13. NOTICES: All notices to the Company shall be in writing and sent by certified or registered mail or by a nationally recognized overnight mail service, postage prepaid, to the Company at its offices at 2400 Xenium Lane North, Plymouth, Minnesota 55441 or such other address as the Company shall from time to time notify the Director in writing. All notices to the Director shall be in writing and sent by certified or registered mail or by a nationally recognized overnight mail service, postage prepaid, to the Director at the address set forth on the signature page(s) hereof or such other address as the Director shall from time to time notify the Company in writing. All notices shall be deemed to have been given when mailed. 14. CONFLICTS: As a condition to the granting of the option contained herein, the Director agrees that any dispute or disagreement with respect to this Agreement or such option shall be determined by the majority of disinterested directors on the Board of Directors in its sole discretion, and that their interpretation of the terms of this Agreement shall be final, binding and conclusive. IN WITNESS WHEREOF, each the Company and the Director has caused this Stock Option Agreement to be executed on the date set forth opposite the respective signatures. 4 Dated: July 17, 1997 BRAUN'S FASHIONS CORPORATION ----------------------------- By: /s/ Nicholas H. Cook ---------------------------------- Nicholas H. Cook Dated: August 25, 1997 DIRECTOR ----------------------------- /s/ Marc C. Ostrow -------------------------------------- Marc C. Ostrow 5 SCHEDULE I
Date of No. of Shares Balance of Authorized Notation Exercise Purchased Option Shares Signature Date - -------- --------------- ------------- ---------- ---------
6 SUBSCRIPTION FORM FOR EXERCISE (To be executed by the holder desiring to exercise the right to purchase shares subject to the within option) The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within option for, and to purchase thereunder, ___________ shares of Common Stock, $.0l par value per share of BRAUN'S FASHIONS CORPORATION, a Delaware corporation (the "Company"), as provided therein and herewith makes payment of the purchase price in full and requests that certificates for such securities be issued in the name of: --------------------------------------------------------------------------- Name (Please print in block letters) --------------------------------------------------------------------------- Street --------------------------------------------------------------------------- City State Zip --------------------------------------------------------------------------- (Please insert Social Security or other identifying number) and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted on Schedule 1 thereof which is delivered herewith. Dated: ------------------------------- --------------------------- Signature 7 EX-99.2 5 EX-99.2 EXHIBIT 99.2 STOCK OPTION AGREEMENT BRAUN'S FASHIONS CORPORATION (Non-Qualified Stock Option) Name of Director: James J. Fuld, Jr. Date of Grant: July 17, 1997 Number of Shares: 15,000 Exercise Price Per Share: $8.75 This STOCK OPTION AGREEMENT (the "Agreement") made as of July 17, 1997 between Braun's Fashions Corporation (the "Company") and the above-named individual, a non-employee director of the Company (the "Director"), to record the granting of an option. 1. GRANT OF OPTION: The Company has granted to the Director, subject to the terms and conditions of this Agreement, the option to purchase from the Company an aggregate of 15,000 shares of Common Stock ($.01 par value) of the Company at the purchase price of $8.75 per share, such option to be exercisable as hereinafter provided. 2. EXPIRATION DATE: This option shall expire on July 17, 2007 (the "Expiration Date"). 3. EXERCISE OF OPTION: a. Subject to Section 8 hereof, this option shall become exercisable with respect to 33-1/3% of the shares of Common Stock subject hereto on the first anniversary date of the grant of this option July 17, 1998, and with respect to an additional 33-1/3% of such shares on each of the second and third anniversary dates of the grant of this option. b. This option may be partially exercised from time to time. This option may not be exercised after the Expiration Date. c. Notwithstanding the foregoing, this option shall not be exercisable for a fractional share of stock. d. Any exercise of this option shall be made in writing duly executed and delivered to the Company specifying the number of shares as to which the option is being 1 exercised in the form of the Subscription Form for Exercise attached hereto. Schedule I of this Agreement shall be made available to the Company at the time of exercise for notation of any partial exercise. 4. PAYMENT OF OPTION PRICE: a. On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made in cash or by check or by delivery of shares of Common Stock of the Company registered in the name of the Director, duly assigned to the Company with respect to the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and with all necessary transfer tax stamps affixed, or by a combination of the foregoing, any such shares so delivered to be deemed to have a value per share equal to the fair market value of the shares on such date, as determined by the Company's Board of Directors. b. At the time of any exercise of this option, the Director shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an option. 5. OPTION NONTRANSFERABLE: This option is not transferable otherwise than by will or the laws of descent and distribution and is exercisable during the Director's lifetime only by the Director or his guardian or legal representative. 6. RIGHTS AS A SHAREHOLDER: The Director shall have no rights as a shareholder with respect to any of the shares covered by this option until the date of issuance to the Director of a stock certificate for such shares, and no adjustment shall be made for any dividends or other rights the record date of which is prior to the date such stock certificate is issued. 7. GENERAL RESTRICTIONS: a. At the time of any exercise of this option, the Director shall furnish the Company with a representation that he is acquiring the shares issued upon such exercise as an investment and not with a view to, or for sale in connection with, the distribution of any such shares; provided, however, that such representation need not be furnished in the event the shares issued upon such exercise are registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. b. The Company will not be obligated to issue shares of Common Stock covered by this option if counsel to the Company determined that such issuance would violate any law or regulation of any governmental authority or any agreement between the Company and the National Association of Securities Dealers ("NASD") or any national securities exchange upon which the Common Stock is then quoted or listed. In connection with any issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal requirements. This option shall be subject to the 2 requirement that if at any time the Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of the shares subject to this option upon NASDAQ, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issue or purchase of shares under this option, this option shall be subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors of the Company. c. Certificates evidencing shares of Common Stock issued pursuant to this Agreement shall bear such legend describing restrictions on transfer hereof as the Company's counsel shall deem necessary and appropriate until such time the Company's counsel determines that such legend is no longer necessary or appropriate. 8. TERMINATION: a. Except as provided in this Section 8(a) and Section 8(b) hereof, an option may not be exercised by a Director unless such Director is then serving as a member of the Board of Directors. In the event that the service of a Director as a member of the Board of Directors shall terminate (other than by reason of death or Disability), all options of such Director that are exercisable at the time of such termination of services as a member of the Board of Directors may, unless earlier terminated in accordance with their terms, be exercised within ninety (90) days after the date of such termination of service as a member of the Board of Directors. b. If a Director shall die while serving as a member of the Board of Directors, or within ninety (90) days after the date of such Director's termination of service as a member of the Board of Directors, or if such Director's termination of service as a member of the Board of Directors shall be due to Disability, all options theretofore granted to such Director (to the extent otherwise exercisable) may, unless earlier terminated in accordance with their terms, be exercised by such Director or by such Director's estate or by a person who acquired the right to exercise such options by bequest or inheritance or otherwise by reason of death or disability of such Director, at any time within one year after the date of death or disability of such Director. In the event that an option granted hereunder shall be exercised by the legal representatives of a deceased or former Director written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative to exercise such option. 9. ADJUSTMENT OF SHARES: a. If there is any change in the number of issued and outstanding shares of Common Stock of the Company through the declaration of extraordinary dividends, stock dividends, recapitalization, stock splits, or combinations or exchanges of such shares, or other similar transactions, the number of shares of Common Stock available for awards under the Plan, the number of such shares covered by this option, and the price per share of outstanding options shall be adjusted accordingly by the Company to reflect such change in the number 3 of issued and outstanding shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. b. In the event of the dissolution or liquidation of the Company, in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Company with another entity, or other similar transactions, the Company may provide that a Director shall have the right to exercise an option (at its then Option Price) or to receive in respect of other types of awards the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, or merger or consolidation by a Director of the number of shares of Common Stock subject to such award for which such award might have been exercised or realized immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation. 10. BENEFICIARY: A Director may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Company and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Director, the executor or administrator of the Director's estate shall be deemed to be the Director's beneficiary. 11. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Delaware. 12. SECTION 422A: The options granted hereby are not intended to qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986 as amended. 13. NOTICES: All notices to the Company shall be in writing and sent by certified or registered mail or by a nationally recognized overnight mail service, postage prepaid, to the Company at its offices at 2400 Xenium Lane North, Plymouth, Minnesota 55441 or such other address as the Company shall from time to time notify the Director in writing. All notices to the Director shall be in writing and sent by certified or registered mail or by a nationally recognized overnight mail service, postage prepaid, to the Director at the address set forth on the signature page(s) hereof or such other address as the Director shall from time to time notify the Company in writing. All notices shall be deemed to have been given when mailed. 14. CONFLICTS: As a condition to the granting of the option contained herein, the Director agrees that any dispute or disagreement with respect to this Agreement or such option shall be determined by the majority of disinterested directors on the Board of Directors in its sole discretion, and that their interpretation of the terms of this Agreement shall be final, binding and conclusive. IN WITNESS WHEREOF, each the Company and the Director has caused this Stock Option Agreement to be executed on the date set forth opposite the respective signatures. 4 Dated: July 17, 1997 BRAUN'S FASHIONS CORPORATION --------------------------- By: /s/ Nicholas H. Cook -------------------------------- Nicholas H. Cook Dated: August 25, 1997 DIRECTOR --------------------------- /s/ James J. Fuld, Jr. ------------------------------------ James J. Fuld, Jr. 5 SCHEDULE I
Date of No. of Shares Balance of Authorized Notation Exercise Purchased Option Shares Signature Date - --------- ------------- -------------- ----------- ---------
6 SUBSCRIPTION FORM FOR EXERCISE (To be executed by the holder desiring to exercise the right to purchase shares subject to the within option) The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within option for, and to purchase thereunder, ___________ shares of Common Stock, $.0l par value per share of BRAUN'S FASHIONS CORPORATION, a Delaware corporation (the "Company"), as provided therein and herewith makes payment of the purchase price in full and requests that certificates for such securities be issued in the name of: ------------------------------------------------------------------------ Name (Please print in block letters) ------------------------------------------------------------------------ Street ------------------------------------------------------------------------ City State Zip ------------------------------------------------------------------------ (Please insert Social Security or other identifying number) and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted on Schedule 1 thereof which is delivered herewith. Dated: ----------------------------- ---------------------------- Signature 7 EX-99.3 6 EX-99.3 EXHIBIT 99.3 STOCK OPTION AGREEMENT BRAUN'S FASHIONS CORPORATION (Non-Qualified Stock Option) Name of Director: Larry C. Barenbaum Date of Grant: July 17, 1997 Number of Shares: 15,000 Exercise Price Per Share: $8.75 This STOCK OPTION AGREEMENT (the "Agreement") made as of July 17, 1997 between Braun's Fashions Corporation (the "Company") and the above-named individual, a non-employee director of the Company (the "Director"), to record the granting of an option. 1. GRANT OF OPTION: The Company has granted to the Director, subject to the terms and conditions of this Agreement, the option to purchase from the Company an aggregate of 15,000 shares of Common Stock ($.01 par value) of the Company at the purchase price of $8.75 per share, such option to be exercisable as hereinafter provided. 2. EXPIRATION DATE: This option shall expire on July 17, 2007 (the "Expiration Date"). 3. EXERCISE OF OPTION: a. Subject to Section 8 hereof, this option shall become exercisable with respect to 33-1/3% of the shares of Common Stock subject hereto on the first anniversary date of the grant of this option July 17, 1998, and with respect to an additional 33-1/3% of such shares on each of the second and third anniversary dates of the grant of this option. b. This option may be partially exercised from time to time. This option may not be exercised after the Expiration Date. c. Notwithstanding the foregoing, this option shall not be exercisable for a fractional share of stock. d. Any exercise of this option shall be made in writing duly executed and delivered to the Company specifying the number of shares as to which the option is being 1 exercised in the form of the Subscription Form for Exercise attached hereto. Schedule I of this Agreement shall be made available to the Company at the time of exercise for notation of any partial exercise. 4. PAYMENT OF OPTION PRICE: a. On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made in cash or by check or by delivery of shares of Common Stock of the Company registered in the name of the Director, duly assigned to the Company with respect to the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and with all necessary transfer tax stamps affixed, or by a combination of the foregoing, any such shares so delivered to be deemed to have a value per share equal to the fair market value of the shares on such date, as determined by the Company's Board of Directors. b. At the time of any exercise of this option, the Director shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an option. 5. OPTION NONTRANSFERABLE: This option is not transferable otherwise than by will or the laws of descent and distribution and is exercisable during the Director's lifetime only by the Director or his guardian or legal representative. 6. RIGHTS AS A SHAREHOLDER: The Director shall have no rights as a shareholder with respect to any of the shares covered by this option until the date of issuance to the Director of a stock certificate for such shares, and no adjustment shall be made for any dividends or other rights the record date of which is prior to the date such stock certificate is issued. 7. GENERAL RESTRICTIONS: a. At the time of any exercise of this option, the Director shall furnish the Company with a representation that he is acquiring the shares issued upon such exercise as an investment and not with a view to, or for sale in connection with, the distribution of any such shares; provided, however, that such representation need not be furnished in the event the shares issued upon such exercise are registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. b. The Company will not be obligated to issue shares of Common Stock covered by this option if counsel to the Company determined that such issuance would violate any law or regulation of any governmental authority or any agreement between the Company and the National Association of Securities Dealers ("NASD") or any national securities exchange upon which the Common Stock is then quoted or listed. In connection with any issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal requirements. This option shall be subject to the 2 requirement that if at any time the Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of the shares subject to this option upon NASDAQ, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issue or purchase of shares under this option, this option shall be subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors of the Company. c. Certificates evidencing shares of Common Stock issued pursuant to this Agreement shall bear such legend describing restrictions on transfer hereof as the Company's counsel shall deem necessary and appropriate until such time the Company's counsel determines that such legend is no longer necessary or appropriate. 8. TERMINATION: a. Except as provided in this Section 8(a) and Section 8(b) hereof, an option may not be exercised by a Director unless such Director is then serving as a member of the Board of Directors. In the event that the service of a Director as a member of the Board of Directors shall terminate (other than by reason of death or Disability), all options of such Director that are exercisable at the time of such termination of services as a member of the Board of Directors may, unless earlier terminated in accordance with their terms, be exercised within ninety (90) days after the date of such termination of service as a member of the Board of Directors. b. If a Director shall die while serving as a member of the Board of Directors, or within ninety (90) days after the date of such Director's termination of service as a member of the Board of Directors, or if such Director's termination of service as a member of the Board of Directors shall be due to Disability, all options theretofore granted to such Director (to the extent otherwise exercisable) may, unless earlier terminated in accordance with their terms, be exercised by such Director or by such Director's estate or by a person who acquired the right to exercise such options by bequest or inheritance or otherwise by reason of death or disability of such Director, at any time within one year after the date of death or disability of such Director. In the event that an option granted hereunder shall be exercised by the legal representatives of a deceased or former Director written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative to exercise such option. 9. ADJUSTMENT OF SHARES: a. If there is any change in the number of issued and outstanding shares of Common Stock of the Company through the declaration of extraordinary dividends, stock dividends, recapitalization, stock splits, or combinations or exchanges of such shares, or other similar transactions, the number of shares of Common Stock available for awards under the Plan, the number of such shares covered by this option, and the price per share of outstanding options shall be adjusted accordingly by the Company to reflect such change in the number 3 of issued and outstanding shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. b. In the event of the dissolution or liquidation of the Company, in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Company with another entity, or other similar transactions, the Company may provide that a Director shall have the right to exercise an option (at its then Option Price) or to receive in respect of other types of awards the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, or merger or consolidation by a Director of the number of shares of Common Stock subject to such award for which such award might have been exercised or realized immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation. 10. BENEFICIARY: A Director may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Company and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Director, the executor or administrator of the Director's estate shall be deemed to be the Director's beneficiary. 11. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Delaware. 12. SECTION 422A: The options granted hereby are not intended to qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986 as amended. 13. NOTICES: All notices to the Company shall be in writing and sent by certified or registered mail or by a nationally recognized overnight mail service, postage prepaid, to the Company at its offices at 2400 Xenium Lane North, Plymouth, Minnesota 55441 or such other address as the Company shall from time to time notify the Director in writing. All notices to the Director shall be in writing and sent by certified or registered mail or by a nationally recognized overnight mail service, postage prepaid, to the Director at the address set forth on the signature page(s) hereof or such other address as the Director shall from time to time notify the Company in writing. All notices shall be deemed to have been given when mailed. 14. CONFLICTS: As a condition to the granting of the option contained herein, the Director agrees that any dispute or disagreement with respect to this Agreement or such option shall be determined by the majority of disinterested directors on the Board of Directors in its sole discretion, and that their interpretation of the terms of this Agreement shall be final, binding and conclusive. IN WITNESS WHEREOF, each the Company and the Director has caused this Stock Option Agreement to be executed on the date set forth opposite the respective signatures. 4 Dated: July 17, 1997 BRAUN'S FASHIONS CORPORATION ---------------------- By: /s/ Nicholas H. Cook ---------------------------- Nicholas H. Cook Dated: August 25, 1997 DIRECTOR ---------------------- /s/ Larry C. Barenbaum ------------------------------- Larry C. Barenbaum 5 SCHEDULE I
Date of No. of Shares Balance of Authorized Notation Exercise Purchased Option Shares Signature Date - -------- --------- ------------- --------- ----
6 SUBSCRIPTION FORM FOR EXERCISE (To be executed by the holder desiring to exercise the right to purchase shares subject to the within option) The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within option for, and to purchase thereunder, ___________ shares of Common Stock, $.0l par value per share of BRAUN'S FASHIONS CORPORATION, a Delaware corporation (the "Company"), as provided therein and herewith makes payment of the purchase price in full and requests that certificates for such securities be issued in the name of: --------------------------------------------------------------- Name (Please print in block letters) --------------------------------------------------------------- Street --------------------------------------------------------------- City State Zip --------------------------------------------------------------- (Please insert Social Security or other identifying number) and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted on Schedule 1 thereof which is delivered herewith. Dated: -------------------------- ----------------------- Signature 7 EX-99.4 7 EX-99.4 EXHIBIT 99.4 STOCK OPTION AGREEMENT BRAUN'S FASHIONS CORPORATION (Non-Qualified Stock Option) Name of Director: Donald D. Beeler Date of Grant: July 17, 1997 Number of Shares: 15,000 Exercise Price Per Share: $8.75 This STOCK OPTION AGREEMENT (the "Agreement") made as of July 17, 1997 between Braun's Fashions Corporation (the "Company") and the above-named individual, a non-employee director of the Company (the "Director"), to record the granting of an option. 1. GRANT OF OPTION: The Company has granted to the Director, subject to the terms and conditions of this Agreement, the option to purchase from the Company an aggregate of 15,000 shares of Common Stock ($.01 par value) of the Company at the purchase price of $8.75 per share, such option to be exercisable as hereinafter provided. 2. EXPIRATION DATE: This option shall expire on July 17, 2007 (the "Expiration Date"). 3. EXERCISE OF OPTION: a. Subject to Section 8 hereof, this option shall become exercisable with respect to 33-1/3% of the shares of Common Stock subject hereto on the first anniversary date of the grant of this option July 17, 1998, and with respect to an additional 33-1/3% of such shares on each of the second and third anniversary dates of the grant of this option. b. This option may be partially exercised from time to time. This option may not be exercised after the Expiration Date. c. Notwithstanding the foregoing, this option shall not be exercisable for a fractional share of stock. d. Any exercise of this option shall be made in writing duly executed and delivered to the Company specifying the number of shares as to which the option is being 1 exercised in the form of the Subscription Form for Exercise attached hereto. Schedule I of this Agreement shall be made available to the Company at the time of exercise for notation of any partial exercise. 4. PAYMENT OF OPTION PRICE: a. On the date of any exercise of this option, the purchase price of the shares as to which this option is being exercised shall be due and payable and shall be made in cash or by check or by delivery of shares of Common Stock of the Company registered in the name of the Director, duly assigned to the Company with respect to the assignment guaranteed by a bank, trust company or member firm of the New York Stock Exchange, and with all necessary transfer tax stamps affixed, or by a combination of the foregoing, any such shares so delivered to be deemed to have a value per share equal to the fair market value of the shares on such date, as determined by the Company's Board of Directors. b. At the time of any exercise of this option, the Director shall pay to the Company or make arrangements satisfactory to the Company regarding payment of any federal, state or local taxes of any kind required by law to be withheld upon the exercise of an option. 5. OPTION NONTRANSFERABLE: This option is not transferable otherwise than by will or the laws of descent and distribution and is exercisable during the Director's lifetime only by the Director or his guardian or legal representative. 6. RIGHTS AS A SHAREHOLDER: The Director shall have no rights as a shareholder with respect to any of the shares covered by this option until the date of issuance to the Director of a stock certificate for such shares, and no adjustment shall be made for any dividends or other rights the record date of which is prior to the date such stock certificate is issued. 7. GENERAL RESTRICTIONS: a. At the time of any exercise of this option, the Director shall furnish the Company with a representation that he is acquiring the shares issued upon such exercise as an investment and not with a view to, or for sale in connection with, the distribution of any such shares; provided, however, that such representation need not be furnished in the event the shares issued upon such exercise are registered with the Securities and Exchange Commission under the Securities Act of 1933, as amended. b. The Company will not be obligated to issue shares of Common Stock covered by this option if counsel to the Company determined that such issuance would violate any law or regulation of any governmental authority or any agreement between the Company and the National Association of Securities Dealers ("NASD") or any national securities exchange upon which the Common Stock is then quoted or listed. In connection with any issuance or transfer, the person acquiring the shares shall, if requested by the Company, give assurances satisfactory to counsel to the Company regarding such matters as the Company may deem desirable to assure compliance with all legal requirements. This option shall be subject to the 2 requirement that if at any time the Board of Directors of the Company shall determine, in its discretion, that the listing, registration or qualification of the shares subject to this option upon NASDAQ, any securities exchange or under any state or federal law, or that the consent or approval of any government regulatory body, is necessary or desirable as a condition of, or in connection with, this option or the issue or purchase of shares under this option, this option shall be subject to the condition that such listing, registration, qualification, consent or approval shall have been effected or obtained free of any conditions not acceptable to the Board of Directors of the Company. c. Certificates evidencing shares of Common Stock issued pursuant to this Agreement shall bear such legend describing restrictions on transfer hereof as the Company's counsel shall deem necessary and appropriate until such time the Company's counsel determines that such legend is no longer necessary or appropriate. 8. TERMINATION: a. Except as provided in this Section 8(a) and Section 8(b) hereof, an option may not be exercised by a Director unless such Director is then serving as a member of the Board of Directors. In the event that the service of a Director as a member of the Board of Directors shall terminate (other than by reason of death or Disability), all options of such Director that are exercisable at the time of such termination of services as a member of the Board of Directors may, unless earlier terminated in accordance with their terms, be exercised within ninety (90) days after the date of such termination of service as a member of the Board of Directors. b. If a Director shall die while serving as a member of the Board of Directors, or within ninety (90) days after the date of such Director's termination of service as a member of the Board of Directors, or if such Director's termination of service as a member of the Board of Directors shall be due to Disability, all options theretofore granted to such Director (to the extent otherwise exercisable) may, unless earlier terminated in accordance with their terms, be exercised by such Director or by such Director's estate or by a person who acquired the right to exercise such options by bequest or inheritance or otherwise by reason of death or disability of such Director, at any time within one year after the date of death or disability of such Director. In the event that an option granted hereunder shall be exercised by the legal representatives of a deceased or former Director written notice of such exercise shall be accompanied by a certified copy of letters testamentary or equivalent proof of the right of such legal representative to exercise such option. 9. ADJUSTMENT OF SHARES: a. If there is any change in the number of issued and outstanding shares of Common Stock of the Company through the declaration of extraordinary dividends, stock dividends, recapitalization, stock splits, or combinations or exchanges of such shares, or other similar transactions, the number of shares of Common Stock available for awards under the Plan, the number of such shares covered by this option, and the price per share of outstanding options shall be adjusted accordingly by the Company to reflect such change in the number 3 of issued and outstanding shares of Common Stock; provided, however, that any fractional shares resulting from such adjustment shall be eliminated. b. In the event of the dissolution or liquidation of the Company, in the event of any corporate separation or division, including, but not limited to, split-up, split-off or spin-off, or in the event of a merger or consolidation of the Company with another entity, or other similar transactions, the Company may provide that a Director shall have the right to exercise an option (at its then Option Price) or to receive in respect of other types of awards the kind and amount of shares of stock and other securities, property, cash or any combination thereof receivable upon such dissolution, liquidation, or corporate separation or division, or merger or consolidation by a Director of the number of shares of Common Stock subject to such award for which such award might have been exercised or realized immediately prior to such dissolution, liquidation, or corporate separation or division, or merger or consolidation. 10. BENEFICIARY: A Director may file with the Company a written designation of a beneficiary on such form as may be prescribed by the Company and may, from time to time, amend or revoke such designation. If no designated beneficiary survives the Director, the executor or administrator of the Director's estate shall be deemed to be the Director's beneficiary. 11. GOVERNING LAW: This Agreement shall be governed by the laws of the State of Delaware. 12. SECTION 422A: The options granted hereby are not intended to qualify as incentive stock options under Section 422A of the Internal Revenue Code of 1986 as amended. 13. NOTICES: All notices to the Company shall be in writing and sent by certified or registered mail or by a nationally recognized overnight mail service, postage prepaid, to the Company at its offices at 2400 Xenium Lane North, Plymouth, Minnesota 55441 or such other address as the Company shall from time to time notify the Director in writing. All notices to the Director shall be in writing and sent by certified or registered mail or by a nationally recognized overnight mail service, postage prepaid, to the Director at the address set forth on the signature page(s) hereof or such other address as the Director shall from time to time notify the Company in writing. All notices shall be deemed to have been given when mailed. 14. CONFLICTS: As a condition to the granting of the option contained herein, the Director agrees that any dispute or disagreement with respect to this Agreement or such option shall be determined by the majority of disinterested directors on the Board of Directors in its sole discretion, and that their interpretation of the terms of this Agreement shall be final, binding and conclusive. IN WITNESS WHEREOF, each the Company and the Director has caused this Stock Option Agreement to be executed on the date set forth opposite the respective signatures. 4 Dated: July 17, 1997 BRAUN'S FASHIONS CORPORATION --------------------------- By: /s/ Nicholas H. Cook ----------------------------------- Nicholas H. Cook Dated: August 25, 1997 DIRECTOR --------------------------- /s/ Donald D. Beeler -------------------------------------- Donald D. Beeler 5 SCHEDULE I
Date of No. of Shares Balance of Authorized Notation Exercise Purchased Option Shares Signature Date - ---------- ---------------- -------------- ------------ ----------
6 SUBSCRIPTION FORM FOR EXERCISE (To be executed by the holder desiring to exercise the right to purchase shares subject to the within option) The undersigned hereby irrevocably elects to exercise the right of purchase represented by the within option for, and to purchase thereunder, ___________ shares of Common Stock, $.0l par value per share of BRAUN'S FASHIONS CORPORATION, a Delaware corporation (the "Company"), as provided therein and herewith makes payment of the purchase price in full and requests that certificates for such securities be issued in the name of: --------------------------------------------------------------------------- Name (Please print in block letters) --------------------------------------------------------------------------- Street --------------------------------------------------------------------------- City State Zip --------------------------------------------------------------------------- (Please insert Social Security or other identifying number) and, if said number of shares shall not be all of the shares issuable thereunder, that any partial exercise of the within option shall be noted on Schedule 1 thereof which is delivered herewith. Dated: ---------------------------------- ---------------------------- Signature 7 -----END PRIVACY-ENHANCED MESSAGE-----