EXHIBIT 10.1
CARIBOU COFFEE COMPANY, INC.
2005 EQUITY INCENTIVE PLAN
STOCK OPTION GRANT AND AGREEMENT
Caribou Coffee Company, Inc., a Minnesota corporation ("Caribou"), in
accordance with the Caribou Coffee Company, Inc. 2005 Equity Incentive Plan
("Plan"), hereby grants an Option to ___________________("Optionee") to purchase
from Caribou ______________ shares of Stock at an Option Price per share of
$_______. This Option is subject to all of the terms and conditions set forth in
this Option Agreement and in the Plan and is granted effective as of ___________
__, 200[ ] (the "Grant Date").
TERMS AND CONDITIONS
Section 1 Plan. This Option is subject to all the terms and
conditions set forth in this Option Agreement and in the Plan, which is herein
incorporated by reference. All capitalized terms not otherwise defined in this
Option Agreement shall have the respective meaning of such terms as defined in
the Plan. If a determination is made that any term or condition set forth in
this Option Agreement is inconsistent with the Plan, the Plan shall control. A
copy of the Plan will be made available to Optionee upon written request to the
Committee.
Section 2 Exercise Right.
(a) Vesting. Optionee shall vest in this Option in accordance with
the following vesting schedule:
(1) Optionee shall be vested with respect to 25% of the
shares of Stock subject to this Option (rounding down
to the nearest whole number) if he or she remains an
Employee or Director until the first anniversary of
the Grant Date;
(2) Optionee shall be vested with respect to another 25%
of the shares of Stock subject to this Option
(rounding down to the nearest whole number) if he or
she remains an Employee or Director until the second
anniversary of the Grant Date;
(3) Optionee shall be vested with respect to another 25%
of the shares of Stock subject to this Option
(rounding down to the nearest whole number) if he or
she remains an Employee or Director until the third
anniversary of the Grant Date; and
(4) Optionee shall be vested with respect to the
remaining 25% of the shares of Stock subject to this
Option (rounding down
to the nearest whole number) if he or she remains an
Employee or Director until the fourth anniversary of
the Grant Date.
Notwithstanding the vesting schedule set forth in this Section
2, Optionee shall be fully vested with respect to 100% of the
shares of Stock subject to this Option if he or she remains an
Employee or Director until the date of a Change in Control. If
Optionee continues to hold this Option following termination
of Optionee's employment or status as a Director as provided
in Section 2(d), the vested interest in the Option shall not
be increased by the occurrence of a Change in Control that
occurs after the effective date of the termination of
Optionee's employment or status as a Director.
(b) Change in Control. In the case of a Change in Control, the
Option shall be subject to the provisions of Section 14 of the
Plan with respect to such Change in Control.
(c) Life of Option. Except for the right to exercise the Option
(to the extent vested) for the period provided in Section 2(d)
following the termination of Optionee's employment or status
as a Director, Optionee shall have the right to exercise this
Option (to the extent it is vested under the vesting schedule
in Section 2(a) on such date) until the earlier of (i) the
date that the Option is exercised, cancelled in full or
otherwise expires, or (ii) the tenth anniversary of the Grant
Date.
(d) Termination of Employment or Status as a Director. If Optionee
ceases to be an Employee or a Director of Caribou and all of
its Affiliates and Subsidiaries for any reason prior to the
date Optionee is permitted to exercise this Option, Optionee
shall retain this Option to the extent it is vested under the
vesting schedule in Section 2(a) as of the date the Optionee's
employment or status as a Director terminated, and shall be
permitted to exercise this Option to the extent vested during
the ninety (90) day period following the effective date of
Optionee's termination of employment or status as a Director,
provided, however, if the Optionee's employment or status as a
Director is terminated due to death, his or her heirs,
personal representative or beneficiary shall have the ninety
(90) day period extended to a one year period beginning on the
date of the Optionee's death. The Option, to the extent not
exercised, shall expire at the end of the ninety (90) day
period following the effective date of Optionee's termination
of employment or status as a Director, or the one year period
in the case of the Optionee's death.
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(e) Other Conditions. At the discretion of the Committee, the
grant of this Option may be conditioned on Optionee's
execution of a non-disclosure agreement, a non-solicitation
agreement and/or a noncompete agreement in the form(s)
presented to Optionee. If the grant of this Option is
conditioned on such agreement(s) and any such agreement is not
executed on or prior to the date the Optionee executes this
Option (or such later date as may be provided by the
Committee), this Option shall automatically expire at such
time as is determined by the Committee in its sole discretion.
Section 3 Method of Exercise of Option. Optionee may exercise this
Option in whole or in part (to the extent this Option is otherwise exercisable
under Section 2) on any normal business day of Caribou by (1) delivering a
written notice of the exercise of the Option to Caribou; and (2) simultaneously
paying to Caribou the Option Price plus such sum, if any, as the Committee deems
necessary to satisfy Optionee's federal, state and other tax withholding
requirements resulting from any compensation attributable to the exercise of the
Option. The payment of such Option Price and withholding taxes shall be made
either in cash or by check acceptable to Caribou, or in any combination of cash
and such check which results in payment in full of the Option Price and
withholding taxes. The Committee, at its sole discretion, may also permit
payment of the Option Price with shares of Stock held at least six (6) months,
or in any combination of cash, check, or Stock. At the discretion of the
Committee, the Option Price may also be effected through any cashless exercise
procedure which is effected by an unrelated broker through a sale of Stock in
the open market. At the sole discretion of the Committee, an Optionee may be
permitted to pay applicable withholding taxes through a reduction in the number
of shares of Stock transferred to the Optionee through the exercise of this
Option.
Section 4 Delivery. Caribou shall deliver a properly issued
certificate representing each share of Stock purchased pursuant to the exercise
of this Option as soon as practicable after such exercise, and such delivery
shall discharge Caribou of all of its duties and responsibilities with respect
to this Option to the extent it is so exercised.
Section 5 Transferability. No rights granted under this Option
shall be transferable by Optionee other than by will or by the laws of descent
and distribution, and the rights granted under this Option shall be exercisable
during Optionee's lifetime only by Optionee. The person or persons, if any, to
whom this Option is transferred due to the death of Optionee shall be treated
after Optionee's death the same as Optionee under this Option Agreement,
provided that the Option shall expire on the last day of the one year period
that begins on the date of the Optionee's death, unless it is exercised,
cancelled or expires prior to such date.
Section 6 No Right to Continue Employment or Service on the Board.
Neither the Plan, this Option, nor any related material shall give Optionee the
right to continue in employment by Caribou or any Subsidiary or other Affiliate
or to serve as a Director, nor shall the Plan, this Option, nor any related
material adversely affect or in any way limit
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the right of Caribou or any Subsidiary or Affiliate to terminate Optionee's
employment or status as a Director with or without cause at any time.
Section 7 Stockholder Status. Optionee shall have no rights as a
stockholder with respect to any shares of Stock subject to this Option until
such shares of Stock have been duly issued and delivered to Optionee pursuant to
a proper exercise of this Option, and no adjustment shall be made for dividends
of any rights or any kind or description whatsoever or for distributions of
other rights of any kind or description whatsoever respecting such shares of
Stock, except as expressly set forth in the Plan.
Section 8 Other Laws. Caribou shall have the right to refuse to
issue or transfer any shares of Stock under this Option if Caribou, acting in
its absolute discretion, determines that the issuance or transfer of such shares
of Stock might violate any applicable law or regulation. In such event, any
payment tendered to exercise this Option shall be promptly refunded to Optionee,
and Caribou at that point shall have the right to cancel this Option or to take
such other action with respect to this Option as Caribou deems appropriate under
the circumstances.
Section 9 Governing Law. The Plan and this Option shall be governed
by the laws of the State of Minnesota, without regard to the choice of law rules
thereof.
Section 10 Modification, Amendment and Cancellation. The Board shall
have the right unilaterally to modify, amend or cancel this Option in accordance
with the terms of the Plan. The number of shares of Stock and the Option Price
may be adjusted in accordance with the terms of the Plan to reflect any change
in the capitalization of Caribou or a corporate transaction described in Section
424(a) of the Code which does not constitute a Change in Control of the Company.
The Committee shall also have the right to amend the Option or withhold or
restrict the transfer of any share of Stock to Optionee hereunder if the
Committee deems it appropriate in order to satisfy any condition or requirement
under applicable securities laws.
Section 11 Binding Effect. This Option shall be binding upon Caribou
and Optionee and their respective heirs, executors, administrators, successors
and assigns.
Section 12 References. Any references to sections (Section) in this
Option Agreement shall be to sections (Section) of this Option Agreement unless
otherwise expressly stated as part of such reference.
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By execution of this Option Agreement, Optionee and Caribou agree to be
bound by the terms and conditions of the Plan and this Option Agreement.
OPTIONEE:
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CARIBOU COFFEE COMPANY, INC.
By:
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Title:
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