þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Nevada
(State or other jurisdiction of incorporation or organization) |
87-0543688
(I.R.S. Employer Identification No.) |
|
2100 Roosevelt Avenue
Springfield, Massachusetts (Address of principal executive offices) |
01104
(Zip Code) |
Large accelerated filer o | Accelerated filer þ | Non-accelerated filer o | Smaller reporting company o | |||
(Do not check if a smaller reporting company)
|
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CONSOLIDATED BALANCE SHEETS
As of:
Table of Contents
CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
For the Three Months Ended:
For the Six Months Ended:
(In thousands, except per share data)
October 31,
October 31,
October 31,
October 31,
2011
2010
2011
2010
$
92,299
$
83,565
$
184,029
$
161,328
67,693
58,138
132,907
107,271
24,606
25,427
51,122
54,057
1,241
913
2,579
1,892
8,636
8,898
16,761
17,285
11,295
10,804
22,817
23,141
21,172
20,615
42,157
42,318
3,434
4,812
8,965
11,739
20
672
54
1,155
399
292
802
560
(2,477
)
(1,109
)
(4,416
)
(2,206
)
(2,058
)
(145
)
(3,560
)
(491
)
1,376
4,667
5,405
11,248
428
2,095
2,182
4,847
948
2,572
3,223
6,401
(4,004
)
(41,248
)
(6,706
)
(39,235
)
(1,465
)
(1,391
)
(2,681
)
(1,761
)
(2,539
)
(39,857
)
(4,025
)
(37,474
)
$
(1,591
)
$
(37,285
)
$
(802
)
$
(31,073
)
$
0.01
$
0.04
$
0.05
$
0.11
$
(0.04
)
$
(0.66
)
$
(0.06
)
$
(0.62
)
$
0.01
$
0.04
$
0.05
$
0.10
$
(0.04
)
$
(0.62
)
$
(0.06
)
$
(0.60
)
64,697
60,070
64,613
60,005
65,110
63,857
65,130
62,245
Table of Contents
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS EQUITY
For the Six Months Ended October 31, 2011
(Unaudited)
Accumulated
Common
Additional
Other
Total
Stock
Paid-In
Accumulated
Comprehensive
Treasury Stock
Stockholders
(In thousands)
Shares
Amount
Capital
Deficit
Income
Shares
Amount
Equity
65,711
$
66
$
185,802
$
(84,462
)
$
73
1,200
$
(6,396
)
$
95,083
124
203
203
1,124
1,124
(240
)
(240
)
234
501
501
(802
)
(802
)
66,069
$
66
$
187,390
$
(85,264
)
$
73
1,200
$
(6,396
)
$
95,869
Table of Contents
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
For the Six Months Ended
October 31,
2011
October 31,
2010
(In thousands)
$
(802
)
$
(31,073
)
8,526
7,023
361
66
(607
)
187
39,495
1,875
1,124
917
(3,060
)
(240
)
(187
)
12,497
6,111
(7,558
)
(7,441
)
(1,106
)
(3,523
)
(1,417
)
568
(8,143
)
(2,396
)
1,297
(4,334
)
(8,181
)
3,232
1,974
2,355
(3,881
)
(2,506
)
(309
)
(184
)
2,338
(662
)
1,758
55
306
761
(2,063
)
7,279
(109
)
(320
)
153
1
(6,667
)
(4,523
)
(6,623
)
(4,842
)
1,532
1,365
(1,887
)
225
704
672
(50
)
(990
)
(680
)
(416
)
1,307
(9,102
)
3,744
58,292
39,855
$
49,190
$
43,599
$
2,649
$
1,697
1,129
1,622
Table of Contents
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
For the Three Months Ended:
For the Six Months Ended:
October 31,
October 31,
October 31,
October 31,
2011
2010
2011
2010
$
5,987
$
12,756
$
13,448
$
29,877
(4,004
)
(41,248
)
(6,706
)
(39,235
)
(2,539
)
(39,857
)(a)
(4,025
)
(37,474
)(a)
(a)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Capital Lease
Obligation
(Unaudited)
$
297
596
596
596
596
1,500
4,181
(696
)
3,485
(406
)
$
3,079
October 31, 2011
(Unaudited)
April 30, 2011
$
17,494
$
15,409
24,985
18,845
9,303
8,091
7,496
9,375
$
59,278
$
51,720
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
October 31, 2011
(Unaudited)
April 30, 2011
$
3,120
$
3,120
100
100
7,145
7,036
542
542
10,907
10,798
(2,668
)
(2,106
)
$
8,239
$
8,692
October 31, 2011
(Unaudited)
April 30, 2011
$
4,225
$
4,585
4,036
6,301
2,250
1,575
2,226
2,690
1,553
1,383
1,532
1,731
1,516
1,252
1,156
1,855
676
593
457
579
406
114
111
78
107
1,656
2,594
$
21,881
$
25,356
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
October 31, 2011
October 31, 2010
(Unaudited)
(Unaudited)
$
4,213
$
4,548
3,879
958
(1,555
)
(1,664
)
$
6,537
$
3,842
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Employee
Severance and
Termination
Facilities-Related
Benefits
Costs
$
1,252
$
409
529
1,057
(231
)
(1,371
)
1,550
95
417
513
(451
)
(524
)
$
1,516
$
84
(a)
(b)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
For the three months ended
For the six months ended
October 31,
October 31,
October 31,
October 31,
2011
2010
2011
2010
$
948
$
2,572
$
3,223
$
6,401
(2,539
)
(39,857
)
(4,025
)
(37,474
)
$
(1,591
)
$
(37,285
)
$
(802
)
$
(31,073
)
64,697
60,070
64,613
60,005
413
3,787
517
2,240
65,110
63,857
65,130
62,245
$
0.01
$
0.04
$
0.05
$
0.11
(0.04
)
(0.66
)
(0.06
)
(0.62
)
(0.02
)
(0.62
)
(0.01
)
(0.52
)
$
0.01
$
0.04
$
0.05
$
0.10
(0.04
)
(0.62
)
(0.06
)
(0.60
)
(0.02
)
(0.58
)
(0.01
)
(0.50
)
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
For the Six Months Ended October 31,
2011
2010
Weighted-
Weighted-
Average
Average
Shares
Price
Shares
Price
3,137,565
$
4.73
3,207,264
$
4.84
1,094,100
3.12
535,600
3.91
(123,500
)
1.64
(85,334
)
1.61
(205,333
)
4.89
(143,399
)
4.14
3,902,832
$
4.37
3,514,131
$
4.89
7.12 years
6.69 years
2,084,359
$
5.08
2,176,039
$
4.70
5.20 years
5.27 years
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
For the Six Months Ended October 31,
2011
2010
0.92 - 2.20
%
1.31 - 2.47
%
5.30 - 8.18 years
5.36 - 9.0 years
66.9 - 74.6
%
69.5 - 76.4
%
0
%
0
%
0.06
%
0.19
%
6 months
6 months
49.9
%
40.1
%
0
%
0
%
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
October 31,
April 30,
Description
2011
(Level 1)
2011
(Level 1)
$
49,134
$
49,134
$
58,283
$
58,283
$
49,134
$
49,134
$
58,283
$
58,283
Table of Contents
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
For the Six Months Ended October 31, 2011 and 2010
Table of Contents
Table of Contents
2011
2010
$ Change
% Change
$
53,374
$
45,634
$
7,740
17.0
%
6,818
5,392
1,426
26.4
%
14,325
9,098
5,227
57.5
%
7,971
14,502
(6,531
)
-45.0
%
5,127
5,398
(271
)
-5.0
%
87,615
80,024
7,591
9.5
%
4,684
3,541
1,143
32.3
%
$
92,299
$
83,565
$
8,734
10.5
%
2011
2010
$ Change
% Change
$
107,139
$
88,116
$
19,023
21.6
%
13,502
15,587
(2,085
)
-13.4
%
29,254
16,062
13,192
82.1
%
14,646
23,224
(8,578
)
-36.9
%
10,475
9,698
777
8.0
%
175,016
152,687
22,329
14.6
%
9,013
8,641
372
4.3
%
$
184,029
$
161,328
$
22,701
14.1
%
Table of Contents
2011
2010
$ Change
% Change
$
67,693
$
58,138
$
9,555
16.4
%
73.3
%
69.6
%
$
24,606
$
25,427
$
(821
)
-3.2
%
26.7
%
30.4
%
2011
2010
$ Change
%
Change
$
132,907
$
107,271
$
25,636
23.9
%
72.2
%
66.5
%
$
51,122
$
54,057
$
(2,935
)
-5.4
%
27.8
%
33.5
%
2011
2010
$ Change
% Change
$
1,241
$
913
$
328
35.9
%
8,636
8,898
(262
)
-2.9
%
11,295
10,804
491
4.5
%
$
21,172
$
20,615
$
557
2.7
%
22.9
%
24.7
%
Table of Contents
2011
2010
$ Change
% Change
$
2,579
$
1,892
$
687
36.3
%
16,761
17,285
(524
)
-3.0
%
22,817
23,141
(324
)
-1.4
%
$
42,157
$
42,318
$
(161
)
-0.4
%
22.9
%
26.2
%
2011
2010
$ Change
% Change
$
3,434
$
4,812
$
(1,378
)
-28.6
%
3.7
%
5.8
%
2011
2010
$ Change
% Change
$
8,965
$
11,739
$
(2,774
)
-23.6
%
4.9
%
7.3
%
Table of Contents
2011
2010
$ Change
% Change
$
20
$
672
$
(652
)
-97.0
%
2011
2010
$ Change
% Change
$
54
$
1,155
$
(1,101
)
-95.3
%
2011
2010
$ Change
% Change
$
2,477
$
1,109
$
1,368
123.4
%
2011
2010
$ Change
% Change
$
4,416
$
2,206
$
2,210
100.2
%
2011
2010
$ Change
% Change
$
428
$
2,095
$
(1,667
)
-79.6
%
2011
2010
$ Change
% Change
$
2,182
$
4,847
$
(2,665
)
-55.0
%
Table of Contents
2011
2010
$ Change
% Change
$
948
$
2,572
$
(1,624
)
-63.1
%
$
0.01
$
0.04
$
(0.03
)
-75.0
%
0.01
0.04
(0.03
)
-75.0
%
2011
2010
$ Change
% Change
$
3,223
$
6,401
$
(3,178
)
-49.6
%
$
0.05
$
0.11
$
(0.06
)
-54.5
%
0.05
0.10
(0.05
)
-50.0
%
For the Three Months Ended:
For the Six Months Ended:
October 31,
October 31,
October 31,
October 31,
2011
2010
2011
2010
$
5,987
$
12,756
$
13,448
$
29,877
(4,004
)
(41,248
)
(6,706
)
(39,235
)
(2,539
)
(39,857
)
(4,025
)
(37,474
)
$
(0.04
)
$
(0.66
)
$
(0.06
)
$
(0.62
)
(0.04
)
(0.62
)
(0.06
)
(0.60
)
Table of Contents
2011
2010
$ Change
% Change
$
(2,063
)
$
7,279
$
(9,342
)
-128.3
%
(6,623
)
(4,842
)
(1,781
)
36.8
%
(416
)
1,307
(1,723
)
-131.8
%
$
(9,102
)
$
3,744
$
(12,846
)
-343.1
%
Table of Contents
Capital Lease
Obligation
(Unaudited)
$
297
596
596
596
596
1,500
4,181
(696
)
3,485
(406
)
$
3,079
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Amended and Restated 2004 Incentive Stock Plan(1)
Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 28, 2011,
among Smith & Wesson Holding Corporation, Smith & Wesson Corp., Thompson/Center Arms Company,
Inc., Smith & Wesson Security Solutions, Inc., Fox Ridge Outfitters, Inc., Bear Lake Holdings,
Inc., K.W. Thompson Tool Company, Inc., O.L. Development, Inc., Thompson Center Holding
Corporation, and Smith & Wesson Distributing, Inc., as Borrowers, the Lender Parties named
therein, TD Bank, N.A., as Administrative Agent, and Sovereign Bank, as Syndication Agent(2)
Amended and Restated Severance and Change in Control Agreement, executed December 8, 2011
as of January 3, 2011, by and between Smith & Wesson Holding Corporation and Jeffrey D.
Buchanan
Amended and Restated Severance and Change in Control Agreement, executed December 8, 2011
as of March 9, 2011, by and between Smith & Wesson Holding Corporation and Barry Willingham
Employment Agreement, dated as of September 26, 2011, between P. James Debney and Smith &
Wesson Holding Corporation(1)
Amended and Restated Employment Agreement, executed December 8, 2011 as of September 26,
2011, between P. James Debney and Smith & Wesson Holding Corporation
Separation Agreement and Release,
dated September 26, 2011, between Michael F. Golden and
Smith & Wesson Holding Corporation(1)
2011 Employee Stock Purchase Plan(1)
Letter of Amendment, dated September 9, 2011, between Michael Golden and Smith & Wesson
Holding Corporation
Letter of Amendment, dated September 9, 2011, between Jeffrey D. Buchanan and Smith & Wesson
Holding Corporation
Letter of Amendment, dated September 9, 2011, between P. James Debney and Smith & Wesson
Holding Corporation
Letter of Amendment, dated September 9, 2011, between Barry Willingham and Smith & Wesson
Holding Corporation
Form of Non-Qualified Stock Option Award Grant Notice and Agreement to the 2004 Incentive Stock Plan
Form of Restricted Stock Unit Award Grant Notice and Agreement to the 2004 Incentive Stock Plan
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
Section 1350 Certification of Principal Executive Officer
Section 1350 Certification of Principal Financial Officer
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
Table of Contents
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
*
(1)
(2)
Table of Contents
SMITH & WESSON HOLDING CORPORATION,
a Nevada corporation
By:
/s/ P. JAMES DEBNEY
P. James Debney
President and Chief Executive Officer
By:
/s/ JEFFREY D. BUCHANAN
Jeffrey D. Buchanan
Chief Financial Officer
Table of Contents
Amended and Restated 2004 Incentive Stock Plan(1)
Amendment No. 1 to Amended and Restated Credit Agreement, dated as of October 28, 2011,
among Smith & Wesson Holding Corporation, Smith & Wesson Corp., Thompson/Center Arms Company,
Inc., Smith & Wesson Security Solutions, Inc., Fox Ridge Outfitters, Inc., Bear Lake Holdings,
Inc., K.W. Thompson Tool Company, Inc., O.L. Development, Inc., Thompson Center Holding
Corporation, and Smith & Wesson Distributing, Inc., as Borrowers, the Lender Parties named
therein, TD Bank, N.A., as Administrative Agent, and Sovereign Bank, as Syndication Agent(2)
Amended and Restated Severance and Change in Control Agreement, executed December 8, 2011
as of January 3, 2011, by and between Smith & Wesson Holding Corporation and Jeffrey D.
Buchanan
Amended and Restated Severance and Change in Control Agreement, executed December 8, 2011
as of March 9, 2011, by and between Smith & Wesson Holding Corporation and Barry Willingham
Employment Agreement, dated as of September 26, 2011, between P. James Debney and Smith &
Wesson Holding Corporation(1)
Amended and Restated Employment Agreement, executed December 8, 2011 as of September 26,
2011, between P. James Debney and Smith & Wesson Holding Corporation
Separation Agreement and Release,
dated September 26, 2011, between Michael F. Golden and
Smith & Wesson Holding Corporation(1)
2011 Employee Stock Purchase Plan(1)
Letter of Amendment, dated September 9, 2011, between Michael Golden and Smith & Wesson
Holding Corporation
Letter of Amendment, dated September 9, 2011, between Jeffrey D. Buchanan and Smith & Wesson
Holding Corporation
Letter of Amendment, dated September 9, 2011, between P. James Debney and Smith & Wesson
Holding Corporation
Letter of Amendment, dated September 9, 2011, between Barry Willingham and Smith & Wesson
Holding Corporation
Form of Non-Qualified Stock Option Award Grant Notice and Agreement to the 2004 Incentive Stock Plan
Form of Restricted Stock Unit Award Grant Notice and Agreement to the 2004 Incentive Stock Plan
Rule 13a-14(a)/15d-14(a) Certification of Principal Executive Officer
Rule 13a-14(a)/15d-14(a) Certification of Principal Financial Officer
Section 1350 Certification of Principal Executive Officer
Section 1350 Certification of Principal Financial Officer
XBRL Instance Document
XBRL Taxonomy Extension Schema Document
XBRL Taxonomy Extension Calculation Linkbase Document
XBRL Taxonomy Extension Definition Linkbase Document
Table of Contents
XBRL Taxonomy Extension Label Linkbase Document
XBRL Taxonomy Extension Presentation Linkbase Document
*
(1)
(2)
2
3
4
5
(1) |
If to Employer:
|
||
2100 Roosevelt Avenue
Springfield, Massachusetts 01104 Attention: Chief Executive Officer Phone: (413) 747-3302 Facsimile: (413) 739-8528 E-Mail: jdebney@smith-wesson.com |
|||
(2) |
If to Employee:
2100 Roosevelt Avenue Springfield, Massachusetts 01104 Phone: (413) 747-3341 E-Mail: jbuchanan@smith-wesson.com |
6
7
8
SMITH & WESSON HOLDING CORPORATION
|
||||
By: | /s/ P. James Debney | |||
P. James Debney | ||||
President and Chief Executive Officer | ||||
/s/ Jeffrey D. Buchanan | ||||
Jeffrey D. Buchanan |
2
3
4
5
(1) |
If to Employer:
|
||
2100 Roosevelt Avenue
Springfield, Massachusetts 01104 Attention: Chief Executive Officer Phone: (413) 747-3302 Facsimile: (413) 739-8528 E-Mail: JDebney@smith-wesson.com |
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(2) |
If to Employee:
Barry Willingham 277 Mallory Station Road Suite 112 Franklin, Tennessee 37067 Phone: (615) 224-0400 E-Mail: BWillingham@smith-wesson.com |
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SMITH & WESSON HOLDING CORPORATION
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By: | /s/ P. James Debney | |||
P. James Debney | ||||
President and Chief Executive Officer | ||||
/s/ Barry Willingham | ||||
Barry Willingham |
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(1) |
If to Employer:
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2100 Roosevelt Avenue
Springfield, Massachusetts 01104 Attention: Chairman of the Board |
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with a copy given in the manner
prescribed above, to: |
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Greenberg Traurig, LLP
2375 East Camelback Road Suite 700 Phoenix, Arizona 85016 Attention: Robert S. Kant, Esq. Phone: (602) 445-8302 Facsimile: (602) 445-8100 E-Mail: KantR@gtlaw.com |
(2) |
If to Employee:
|
2100 Roosevelt Avenue
Springfield, Massachusetts 01104 Phone: (413) 747-3302 Facsimile: (413) 739-8528 E-Mail: JDebney@smith-wesson.com |
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SMITH & WESSON HOLDING CORPORATION
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By: | /s/ John B. Furman | |||
Chairman Compensation Committee | ||||
/s/ P. James Debney | ||||
P. James Debney |
Sincerely,
Smith & Wesson Holding Corporation |
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By: | /s/ Jeffrey D. Buchanan |
/s/ Michael F. Golden
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Sincerely,
Smith & Wesson Holding Corporation |
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By: | /s/ P. James Debney |
/s/ Jeffrey D. Buchanan
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Sincerely,
Smith & Wesson Holding Corporation |
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By: | /s/ Jeffrey D. Buchanan |
Agreed and Accepted:
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/s/ P. James Debney
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Sincerely,
Smith & Wesson Holding Corporation |
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By: | /s/ Jeffrey D. Buchanan |
/s/ Barry Willingham
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Optionee:
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Address:
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Date of Grant:
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Total Number of Shares Granted:
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Exercise Price per Share:
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$ | |
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Percentage of Shares | Vesting Date | |
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_____
of the total number of options
granted.
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The anniversary of the Date of Grant, such that the Option shall be fully vested, with respect to all Shares subject to this grant, on the anniversary of the Date of Grant. |
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Participant:
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Date of Grant:
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Vesting Commencement Date:
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See vesting schedule | |
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Number of Restricted Stock Units:
|
_____ (Target Award) | |
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_____ (Maximum Award) | |
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Expiration Date:
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Subject to termination as provided in Section 3(b) of Part II of this Agreement. | |
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Vesting Schedule
:
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Up to
_____
Restricted Stock Units (
RSUs
) will vest on
, 20_____, following the written
certification by the Compensation Committee of the Companys Board of Directors (the
Compensation
Committee
), of the extent, if any, to which the following performance metric has been achieved. The
performance metric is the relative performance of Companys stock against the NASDAQ Composite Index (IXIC)
over an approximately three-year period. To determine relative performance, the baseline metrics are the 90
calendar day average closing price of the Companys Common Stock and the NASDAQ Composite Index (IXIC), as
reported in The Wall Street Journal, with the first trading day commencing on
. This 90 calendar
day average establishes both the Company baseline stock price (the
Company Baseline Stock Price
) and the
NASDAQ Composite Index baseline (the
NASDAQ Baseline
) against which future Company stock and NASDAQ
Composite Index performance will be compared.
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Next, the Compensation Committee will measure the 90 calendar day average
closing price of the Companys Common Stock and the NASDAQ Composite Index
(IXIC), as reported in The Wall Street Journal, with the last trading day of
such 90 calendar day period ending on
(the
Ending Date
,
which establishes both the
Company Closing Price
and the
NASDAQ
Composite Index Closing Price
).
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The Compensation Committee will then measure Company performance by dividing the
Company Closing Price by the Company Baseline Stock Price, with the quotient
expressed as a percentage of the Company Baseline Stock Price (the
Company
Percentage Performance
). The Compensation Committee will then measure
NASDAQ Composite Index performance over the same period by dividing the NASDAQ
Composite Index Closing Price by the NASDAQ Baseline with the quotient expressed
as a percentage of the NASDAQ Baseline (the
NASDAQ Composite Index
Percentage Performance
).
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The Compensation Committee will then subtract the NASDAQ Composite Index
Percentage Performance from the Company Percentage Performance, with the final
result constituting the relative Company performance as a percentage (the
Relative Performance Percentage
).
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If the Relative Performance Percentage is equal to or less than
_____%, no RSUs
subject to this award shall vest. If the Relative Performance Percentage is
greater than
_____% and less than
_____%, then the number of RSUs subject to this
award that vest shall equal the Relative Performance Percentage multiplied by
_____
multiplied by
_____. If the Relative Performance Percentage is equal to or
greater than
_____%, then
_____
RSUs subject to this award shall vest.
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For example, (a) if the Relative Performance Percentage equals
_____%, then
_____
RSUs subject to this award shall vest (._____
x
_____
x
_____); (b) if the Relative
Performance Percentage equals
_____%, then
_____
RSUs subject to this award shall
vest (._____
x
_____
x
_____); and (c) if the Relative Performance Percentage
equals
_____%, then
_____
RSUs subject to this award shall vest (._____
x
_____
x
_____).
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All vesting is subject to the Participants Continuous Service with the Company
at the Ending Date.
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Delivery
Schedule
:
|
For each vested RSU you will receive one share of the Companys Common Stock,
with these shares of Common Stock for each vested RSU being delivered to you on
(the
Delivery Date
).
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If the Delivery Date falls on a day in which the NASDAQ Global Select Market is
not open for active trading, the Delivery Date will fall on the next active
trading day. An active trading day is defined as a day in which the NASDAQ
Global Select Market is open for trading, excluding after hours
trading.
|
Other Agreements:
|
|
2
Smith & Wesson Holding Corporation | Participant: | |||||||||
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By:
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Name: | [ Name of Participant ] | |||||||||
Title:
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Effective as of: | Effective as of: | |||||||||
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By: | /s/ P. JAMES DEBNEY | |||
P. James Debney | ||||
President and Chief Executive Officer |
By: | /s/ JEFFREY D. BUCHANAN | |||
Jeffrey D. Buchanan | ||||
Chief Financial Officer |
By: | /s/ P. JAMES DEBNEY | |||
P. James Debney | ||||
President and Chief Executive Officer |
By: | /s/ JEFFREY D. BUCHANAN | |||
Jeffrey D. Buchanan | ||||
Chief Financial Officer |