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SPCHA > SEC Filings for SPCHA > Form 8-K on 10-Nov-2009All Recent SEC Filings

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Form 8-K for SPORT CHALET INC


10-Nov-2009

Change in Directors or Principal Officers


Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Option Exchange Program

On September 15, 2009, the stockholders of Sport Chalet, Inc. (the "Company") approved a proposal to authorize a one-time stock option exchange offer (the "Option Exchange") by the Company.

Under the Option Exchange, each eligible employee, excluding the Chief Executive Officer, Chief Financial Officer and members of the Board of Directors of the Company, were given the opportunity to exchange some or all of his or her outstanding options to purchase shares of Class A Common Stock, with exercise prices equal to or greater than $2.38 per share, that were granted under the Company's 1992 Incentive Award Plan or 2004 Equity Incentive Plan, for a conditional right to receive new options to purchase a fewer number of shares than the exchanged options. The number of shares underlying the new options equal one-half of the number of shares underlying the exchanged options. The exercise price of the new options is $1.71, the closing price of the Class A Common Stock on the new option grant date, November 9, 2009, as reported by The Nasdaq Global Market. The new options vest in two equal installments, one-half on the first anniversary of the new option grant date and the remaining one-half on the second anniversary of the new option grant date, regardless of whether the exchanged options were fully or partially vested. The term of the new options is six years, regardless of the remaining term of the exchanged options.

The Option Exchange expired at 5:00 p.m., Pacific Time, on November 6, 2009. Pursuant to the Option Exchange, eligible options to purchase an aggregate of 721,927 shares of Class A Common Stock were tendered and accepted for cancellation, representing approximately 70% of the total shares of Class A Common Stock underlying options eligible for exchange in the Option Exchange. On November 9, 2009, the Company granted new options to purchase an aggregate of 360,964 shares of Class A Common Stock in exchange for the eligible options surrendered in the Option Exchange.

The following table sets forth certain information concerning the options surrendered by, and the new options granted to, each of the Company's named executive officers in the Option Exchange.


                                                  Exchanged Options             New Options
                      Positions and Offices     Number of     Exercise     Number of     Exercise
       Name                   Held               Shares         Price       Shares         Price
Craig L. Levra       Chairman of the                -             -            -             -
                     Board, President
                     and Chief Executive
                     Officer

Howard K. Kaminsky   Executive Vice                 -             -            -             -
                     President, Chief
                     Financial Officer and
                     Secretary

Dennis D. Trausch    Executive Vice              40,250         $4.30       20,125         $1.71
                     President - Growth and       3,000        $10.28        1,500         $1.71
                     Development                 35,000         $4.94       17,500         $1.71
                                                 35,000         $2.38       17,500         $1.71
                                                  7,000         $3.64        3,500         $1.71
                                                 21,875         $8.15       10,938         $1.71
                                                 10,000         $7.49        5,000         $1.71
                                                 21,875         $6.35       10,938         $1.71

Thomas H. Tennyson   Executive Vice                 -             -            -             -
                     President and Chief
                     Merchandising Officer

Tim A. Anderson      Senior Vice                 21,875         $8.15       10,938         $1.71
                     President - Retail          15,000         $7.49        7,500         $1.71
                     Operations                  21,875         $6.35       10,938         $1.71
                                                  7,000         $3.62        3,500         $1.71
                                                  5,000        $10.28        2,500         $1.71
                                                 37,500         $4.94       18,750         $1.71


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