EXHIBIT 10.71
AMENDED AND RESTATED
2
3
SPECIALTY FOODS ACQUISITION CORPORATION
1994 STOCK OPTION PLAN
Date of Grant: 11/17/94
Expiration Date: 11/17/04
Grantee: Xxxx X. Xxxxx
No. of Shares: 162,500
Option Price/Share: $0.7267032211
Option Control Number: 0017 (Amended and Restated)
AMENDED AND RESTATED
NON-QUALIFIED STOCK OPTION AGREEMENT
AMENDED AND RESTATED STOCK OPTION AGREEMENT dated as of
November 17, 1994, as Amended and Restated as of January 15,
1997, by and between SPECIALTY FOODS ACQUISITION CORPORATION, a
Delaware corporation (the "Company"), and XXXX X. XXXXX (the
"Grantee").
All words and phrases not otherwise expressly defined herein
shall have the same meanings as are ascribed to such words and
phrases in the Specialty Foods Acquisition Corporation 1994 Stock
Option Plan (the "Plan").
The Committee has determined that the objectives of the Plan
will be furthered by granting to the Grantee an option pursuant
to the Plan.
In consideration of the foregoing and of the mutual
undertakings set forth in this Amended and Restated Option
Agreement, the Company and the Grantee agree as follows:
Section 1. Grant of Option. Subject to the provisions
of the Plan and this Amended and Restated Option Agreement, the
Company hereby grants to the Grantee under the Plan a non-
qualified stock option to purchase one hundred sixty two
thousand, five hundred (162,500) shares of Stock at a purchase
price of $0.726703211 per share.
Section 2. Exercisability. The option is exercisable
with respect to 100% of the shares of Stock subject thereto.
Section 3. Method of Option Exercise. The option or any
part thereof may be exercised only by giving to the Company
written notice of exercise in the form attached to this Amended
and Restated Option Agreement or in such other form as is
prescribed by the Committee. Full payment of the purchase price
shall be made on the option exercise date by certified or
official bank check or, in the Committee's discretion, by
personal check (subject to collection), payable to the Company,
or delivery of shares of Stock already owned by the Grantee for
at least six months prior to the option exercise date. The
Grantee shall have no right to pay the option exercise price, or
to receive shares of Stock with respect to an option exercise,
prior to the option exercise date. For purposes of this Amended
and Restated Option Agreement, the "option exercise date" shall
be deemed to be the first business day immediately following the
date written notice of exercise is received by the Company.
Section 4. Termination of Employment. Notwithstanding
anything in the Plan to the contrary, the option granted to the
Grantee pursuant to this Amended and Restated Option Agreement
shall not terminate upon the Grantee's termination of employment
with SFAC, regardless of the reason.
Section 5. Withholding Tax Requirements. Shares of
Stock deliverable to the Grantee upon exercise, pursuant to the
terms of the Plan and this Amended and Restated Option Agreement,
shall be subject to tax withholding as provided in Section 10 of
the Plan. Subject to the Committee's consent, the Grantee may
elect to satisfy all or part of such requirements by delivery of
unrestricted shares of Stock owned by the Grantee as provided in
Section 10.2 of the Plan.
Section 6. Plan Provisions to Prevail. Except as set
forth in Section 4(a) hereof, this Amended and Restated Option
Agreement shall be subject to all of the terms and provisions of
the Plan, which are incorporated hereby and made a part hereof,
including, without limitation, the provisions of Section 8 of the
Plan (generally relating to consents required by securities and
other laws) and Section 11 of the Plan (generally relating to the
effects of certain reorganizations and other extraordinary
transactions). Except as set forth in Section 4(a) hereof, in the
event there is any inconsistency between the provisions of this
Amended and Restated Option Agreement and the Plan, the
provisions of the Plan shall govern.
Section 7. Xxxxxxx's Acknowledgments. By entering into
this Amended and Restated Option Agreement, the Grantee agrees
and acknowledges that (a) he has received and read a copy of the
Plan, including Section 14.3 of the Plan (generally relating to
waivers of claims to continued exercisability of awards, damages
and severance entitlements related to non-continuation of
awards), and accepts this option upon all of the terms thereof,
and (b) no member of the Committee shall be liable for any action
or determination made in good faith with respect to the Plan or
any award thereunder or under this Amended and Restated Option
Agreement.
Section 8. Non-Transferability. No option granted to
the Grantee under the Plan or this Amended and Restated Option
Agreement shall be assignable or transferable by the Grantee
(whether by operation of law or otherwise and whether voluntarily
or involuntarily), other than by will or by the laws of descent
and distribution. During the lifetime of the Grantee, all rights
granted to the Grantee under the Plan or under this Amended and
Restated Option Agreement shall be exercisable only by the
Grantee.
Section 9. Notices. Any notice to be given to the
Company hereunder shall be in writing and shall be addressed to
0000 Xxxx Xxxxxxx Xxxx, Xxxxx 000, Xxxxxxxx, Xxxxxxxx 00000,
Attn: General Counsel or at such other address as the Company
may hereafter designate to the Grantee by notice as provided
herein. Any notice to be given to the Grantee hereunder shall be
addressed to the Grantee at the address set forth below or at
such other address as the Grantee may hereafter designate to the
Company by notice as provided herein. Notices hereunder shall be
deemed to have been duly given when received by personal delivery
or by registered or certified mail to the party entitled to
receive the same.
Section 10. Successors and Assigns. This Amended and
Restated Option Agreement shall be binding upon and inure to the
benefit of the parties hereto and the successors and assigns of
the Company and, to the extent set forth in the Plan, the heirs
and personal representatives of the Grantee.
Section 11. Governing Law. This Agreement shall be
governed by the laws of the State of Illinois applicable to
agreements made and to be performed entirely within such State.
Section 12. Modifications to Agreement. This Amended and
Restated Option Agreement may not be altered, modified, changed
or discharged, except by a writing signed by or on behalf of both
the Company and the Grantee.
IN WITNESS WHEREOF, the parties hereto have executed this
Amended and Restated Option Agreement as of the date and year
first above written.
SPECIALTY FOODS ACQUISITION
CORPORATION
By: /s/ Xxxxxx X. Xxxx
Name: Xxxxxx X. Xxxx
Title: Chairman of the Board
/s/ Xxxx X. Xxxxx
(Grantee)
0000 Xxxxxxx Xxx.
River Forest, Illinois 60305
NOTICE OF EXERCISE
Specialty Foods Acquisition Corporation
0000 Xxxx Xxxxxxx Xxxx
Xxxxx 000
Xxxxxxxx, Xxxxxxxx 00000
Dear Sir or Madam:
I have read the SPECIALTY FOODS ACQUISITION CORPORATION 1994
STOCK OPTION PLAN.
1. Name (Please Print)
_______________________________________
EIN (Social Security Number or
Employer Identification Number
if estate)
_______________________________________
Operating Company
_______________________________________
Company Location
_______________________________________
(City and State or County)
Company Telephone Number
_______________________________________
Title
_______________________________________
Citizenship
_______________________________________
Home Address (Include Country
_______________________________________
if not USA)
_______________________________________
Home Telephone Number
_______________________________________
2. I would like to exercise the following Options:
Date of Option # of Option
Purchase
Type Grant* Control No. Shares Price
Price**
________ __/__/__ ________ ________ ________ ________
________ __/__/__ ________ ________ ________ ________
________ __/__/__ ________ ________ ________ ________
* Insert month, day and year.
** Multiply # of Shares by Option Price.
3. Please register the shares which I am purchasing as
indicated below (shares will be registered only in the name
of the Optionee or in the name of the Optionee and that of
his or her spouse as joint tenants).
____________________________________________________________
_____________
(Fill in name or names)
4. Please issue stock certificates (no more than two per option
exercised) in the following denominations: (Note: Only one
certificate for each option exercised may be for less than
100 shares.)
Total # of
Shares
________ certificate(s) for ________ shares each
_______________
________ certificate(s) for ________ shares each
_______________
TOTAL: _______________
5. I am paying the Purchase Price by (please check as
applicable).
Check*
Wire Transfer
* Only Certified Check, Xxxxxxx's Check or a Broker's Check.
Make check payable to SPECIALTY FOODS ACQUISITION
CORPORATION.
6. I will promptly pay the amount that you advise me is
required for applicable withholding taxes. I understand
that you may not release the certificates representing the
shares I have purchased unless such payment is made or
arrangements satisfactory to the Company for such payment
have been made.
__________________________________
(Signature)
__________________________________
(Date)
