EMPLOYMENT AGREEMENT
THIS AGREEMENT is entered into as of January 15, 2001, by and between
GARDENBURGER, INC., an Oregon corporation ("the Company") and XXXXX X. XXXXXXX
("Executive").
In consideration of the mutual covenants and the other terms and conditions
set forth in this Agreement, the parties agree as follows:
1. EMPLOYMENT; POSITION
The Company agrees to employ Executive and Executive agrees to serve as
President and Chief Executive Officer of the Company. Executive also agrees to
serve, if elected, without separate compensation, as an officer and/or director
of the Company or any subsidiary or affiliate of the Company.
2. DUTIES
As President and Chief Executive Officer of the Company, Executive will
have such powers and duties appropriate to that office (a) as may be provided by
the articles and/or bylaws of the Company and (b) as determined by the Board of
Directors of the Company from time to time. Executive will at all times
discharge his duties in consultation with and under the supervision and
direction of the Board of Directors of the Company. Subject to the provisions of
this Agreement, Executive's duties may be changed from time to time, and
Executive's place of work may be relocated at the sole discretion of the Board
of Directors of the Company.
3. OUTSIDE ACTIVITIES
During his employment by the Company under this Agreement, Executive will
devote all of his business time, attention, skill, and efforts to the faithful
performance of his duties under this Agreement. Executive will obtain the
consent of the Board of Directors of the Company before he engages in any other
professional or business activities that may require an appreciable portion of
Executive's time or effort to the detriment of the Company's business.
4. COMPENSATION AND FRINGE BENEFITS
4.1 BASE SALARY. As compensation for services under this Agreement, the
Company will pay to Executive an annual salary of $240,000 ("Base Salary").
Executive's Base Salary will be payable in accordance with the usual payroll
practices of the Company. During Executive's employment under this Agreement,
Executive's Base Salary will be reviewed at least annually by the Board of
Directors of the Company, and the Board of Directors of the Company may in its
sole discretion adjust Executive's Base Salary from time to time.
4.2 PERFORMANCE BONUS. Executive will be eligible to receive an annual
performance bonus based on achieving strategic and financial goals to be
determined for each year by the compensation committee of the Company's Board of
Directors; provided, however, that for the 2001 calendar year, such goals will
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be determined jointly (and agreed upon in writing) by Executive and the Chair of
the Company's Board of Directors. The target annual performance bonus for
Executive will be 50 percent of Base Salary. For the 2001 calendar year,
Executive's annual performance bonus will be not less than $60,000.
4.3 STOCK OPTION. The Company will, effective as of the first day Executive
begins working for the Company (the "Commencement Date") grant Executive an
incentive stock option under the Company's 1992 First Amended and Restated
Combination Stock Option Plan (the "Initial Option") to purchase 150,000 shares
of the Company's common stock at a purchase price equal to the per-share market
value of the Company's common stock on the Commencement Date. The terms and
conditions of the Initial Option are set forth in the form of option agreement
attached hereto as Exhibit A, which the parties will execute contemporaneously
with their execution of this Agreement.
4.4 OTHER BENEFIT PLANS. In addition to the compensation described above,
to the extent otherwise eligible, Executive will be entitled to receive or
participate in all such other benefits, including without limitation pension
plans, stock option plans, and health and welfare plans, as may from time to
time be made available to other senior management employees of the Company.
4.5 VACATION. Executive will be entitled to four weeks annual paid
vacation.
4.6 RELOCATION. Executive will be reimbursed for reasonable moving and
relocation expenses actually incurred by Executive in connection with moving
himself, his family, and his household goods from Dana Point, California, to the
Portland, Oregon metropolitan area, up to a maximum reimbursement of $20,000.
Such reimbursement will be subject to presentation of receipts and other
verification reasonably requested by the Company.
4.7 SALE BONUS
(a) After the completion of a "Sale Transaction," as defined below, the
Company will pay Executive a "Sale Bonus," as described below, provided
Executive remains as President and Chief Executive Officer of the Company during
the negotiation of and through the closing of the Sale Transaction. The Sale
Bonus will be payable to Executive after all post-closing adjustments in
connection with the Sale Transaction have been determined.
(b) For purposes of this paragraph 4.7:
(i) A "Sale Transaction" means a single transaction or a series of
related transactions approved by the Board of Directors of the Company
resulting in:
o A sale or other disposition by the Company of all or
substantially all its assets;
o A sale, stock exchange, or other disposition of all or
substantially all the capital stock of the Company;
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o A merger, consolidation, or other corporate transaction with a
third party in which the Company's shareholders receive cash,
stock, securities, or any other consideration (or any combination
of the foregoing) in exchange for their stock in the Company.
(ii) The "Sale Bonus" is an amount equal to the sum of (i) 1 percent
of the portion of the "Total Consideration" (as defined below) equal to or
less than $100 million, plus (ii) 2 percent of the portion of the Total
Consideration in excess of $100 million; and
(iii) The "Total Consideration" in connection with a Sale Transaction
means:
o The amount of cash and the aggregate market value of all other
consideration received by the Company in connection with a sale
or other disposition of its assets (exclusive of any indebtedness
or liabilities of the Company to which the assets taken are
subject or which are assumed by the purchaser or other acquirer
of the Company's assets); or
o The aggregate amount of cash and the aggregate market value of
all other consideration received by the Company's shareholders in
any sale, share exchange, or other disposition of the Company's
stock or any merger, consolidation, or similar transaction.
4.8 WITHHOLDING AND PAYROLL TAXES. All amounts payable by the Company to
Executive pursuant to this Agreement, including without limitation all cash
compensation, any Sale Bonus, and any settlement of stock options, are subject
to and will be reduced by amounts the Company is required to withhold for all
applicable federal, state, and local income and payroll taxes.
5. EXPENSES
The Company will reimburse Executive for all reasonable and necessary
expenses incurred by Executive in carrying out his duties under this Agreement.
Executive will present to the Company from time to time an itemized account of
such expenses in such form as may be required by the Company.
6. PAYMENTS TO EXECUTIVE UPON AN EVENT OF TERMINATION
6.1 SEVERANCE PAYMENT. Upon involuntary termination by the Company of
Executive's employment (other than for "Cause," or in connection with
Executive's death or "Disability," as those terms are defined below), the
Company will pay Executive his Base Salary through the date of termination and
will pay Executive severance pay equal to one year's Base Salary (payable over a
12-month period in accordance with the Company's normal payroll practices).
Executive agrees, as a condition to payment and receipt of such severance pay,
to execute a full and complete release, in form and substance satisfactory to
the Company, of any and all claims of every kind and nature whatsoever against
the Company.
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6.2 DEFINITIONS. For purposes of this Section 6:
(a) "Cause" for termination of Executive's employment means (i) any fraud
or dishonesty by Executive involving the Company; (ii) willful misconduct or
gross negligence by Executive in connection with Executive's performance of his
duties for the Company; (iii) Executive's conviction for having committed a
felony; (iv) the commission by Executive of any act in direct competition with
or materially detrimental to the best interests of the Company; or (v) willful
and continued failure by Executive to substantially perform his duties provided
herein after a written demand for substantial performance is delivered to
Executive by the Chair of the Board of Directors of the Company, which demand
identifies with reasonable specificity the manner in which Executive has not
substantially performed his duties.
(b) "Disability" has the meaning in the Company's then current disability
plan or program or, if no such plan or program is then in effect, Disability
means the condition of being permanently unable to perform Executive's duties
for the Company by reason of a medically determinable physical or mental
impairment that can be expected to result in death or that has lasted or can be
reasonably expected to last for a continuous period of at least 12 months.
6.3 NATURE OF EMPLOYMENT STATUS. Notwithstanding the provisions of this
Agreement, including this Section 6, Executive will be an "at will" employee of
the Company. The provisions of this Section 6 specify Executive's contractual
rights in the event of termination, but are not intended to limit the Company's
right and power to terminate Executive's employment at any time and for any
reason (or for no reason).
7. MATERIALS PREPARED AND INVENTIONS MADE DURING EMPLOYMENT
The Company shall be the exclusive owner of all materials, concepts, and
inventions Executive prepares, develops, or makes (whether alone or jointly with
others) within the scope of his employment, and of all related rights (including
copyrights, trademarks, and patents) and proceeds. Without limitation,
materials, concepts, and inventions that (a) relate to the Company's business or
actual or demonstrably anticipated research or development, or (b) result from
any work performed by Executive for the Company, shall be considered within the
scope of Executive's employment. Executive shall promptly disclose all such
materials, concepts, and inventions to the Company. Executive shall take all
action reasonably requested by the Company to vest ownership of such materials,
consents, and inventions in the Company and to permit the Company to obtain
copyright, trademark, patent, or similar protection in its name.
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8. CONFIDENTIAL INFORMATION
8.1 DEFINED. "Confidential Information" is all nonpublic information
relating to the Company or its business that is disclosed to Executive, that
Executive produces, or that Executive otherwise obtains during employment.
"Confidential Information" also includes information received from third parties
that the Company has agreed to treat as confidential. Examples of Confidential
Information are:
(a) Marketing plans.
(b) Customer lists.
(c) Product design and manufacturing information.
(d) Financial information.
"Confidential Information" does not include information which (a) is or
becomes generally available to the public other than as a result of a disclosure
by Executive; (b) becomes available to Executive on a nonconfidential basis from
a source other than the Company or its representatives, provided that such
source is not known by Executive to be bound by a confidentiality agreement with
the Company or its representatives or otherwise prohibited from transmitting the
information to Executive by a contractual, legal, or fiduciary obligation; (c)
can be demonstrated by written evidence or other convincing evidence to have
been known by Executive on a nonconfidential basis prior to its disclosure to
Executive by the Company or one of its representatives; or (d) can be
demonstrated by written or other convincing evidence to have been developed by
Executive in good faith and independent of Confidential Information.
8.2 ACCESS TO INFORMATION. Executive acknowledges that in the course of his
employment he will have access to Confidential Information, that such
information is a valuable asset of the Company, and that its disclosure or
unauthorized use will cause the Company substantial harm.
8.3 OWNERSHIp. Executive acknowledges that all Confidential Information
shall continue to be the exclusive property of the Company (or the third party
that disclosed it to the Company), whether or not prepared in whole or in part
by Executive and whether or not disclosed to Executive or entrusted to his
custody in connection with his employment by the Company.
8.4 NONDISCLOSURE AND NONUSE. Unless authorized or instructed in writing by
the Company, or required by legally constituted authority, Executive will not,
except as required in the course of the Company's business, during or after his
employment, disclose to others or use any Confidential Information, unless and
until, and then only to the extent that, such items become available to the
public through no fault of Executive.
8.5 RETURN OF CONFIDENTIAL INFORMATION. Upon request by the Company during
or after his employment, and without request upon termination of employment
pursuant to this Agreement, Executive will deliver immediately to the Company
all written or tangible materials containing Confidential Information without
retaining any excerpts or copies.
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8.6 DURATION. The obligations set forth in this Section 8 will continue
beyond the term of employment of Executive by the Company and for so long as
Executive possesses Confidential Information.
9. NONCOMPETITION
9.1 COVENANTS. Executive covenants, in consideration of his initial
employment by the Company, that the Executive will not, throughout the United
States or in any other country in which the Company sells its products or
services, either individually or as a director, officer, partner, employee,
agent, representative, or consultant with any business, directly or indirectly
during the term of employment and for two years thereafter:
(a) Engage or prepare to engage in any business that sells products or
services competing with those sold by the Company as of the date of Executive's
termination of employment with the Company;
(b) Induce or attempt to induce any person who is an employee of the
Company to leave the employ of the Company; or
(c) Solicit, divert, or accept orders for products or services that are
substantially competitive with the products or services sold by the Company from
any customer of the Company, or suggest, request, or encourage any suppliers or
customers of the Company to curtail, reduce, or cancel their business done with
the Company, or otherwise solicit for himself or any other person or entity any
business of the Company.
9.2 SEVERABILITY. While Executive acknowledges that the restrictions
contained herein are reasonable, if any term or condition of this Section 9 is
determined to be unenforceable because of its scope, duration, geographical area
or similar factor, the court or arbitrator making such determination will have
the power to reduce or limit such scope, duration, area, or other factor, and
such covenant will then be enforceable in its reduced or limited form.
10. GENERAL TERMS AND CONDITIONS
10.1 EFFECT ON PRIOR AGREEMENTS. This Agreement contains the entire
understanding between the parties concerning the subject matter of this
Agreement and supersedes any prior agreements (express or implied, oral or
written) concerning the subject matter of this Agreement.
10.2 SUCCESSORS AND ASSIGNS. This Agreement will inure to the benefit of
any successors or assigns of the Company.
10.3 MODIFICATION AND WAIVER.
(a) This Agreement may be modified or amended only by a written instrument
signed by both parties.
(b) No term or condition of this Agreement will be deemed to have been
waived, nor will there be any estoppel against the enforcement of any provision
of this Agreement, except by a written instrument signed by the party charged
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with such waiver or estoppel. No such written waiver will be deemed a continuing
waiver unless specifically stated therein, and each such waiver will operate
only as to the specific term or condition waived and will not constitute a
waiver of such term or condition for the future as to any act other than that
specifically waived.
10.4 SEVERABILITY. If, for any reason, any provision of this Agreement, or
any part of any provision, is held invalid, such invalidity will not affect any
other provision of this Agreement or any part of such provision not held so
invalid, and each such other provision and part thereof will to the full extent
consistent with law continue in full force and effect.
10.5 HEADINGS FOR REFERENCE ONLY. The headings of sections herein are
included solely for convenience of reference and will not control the meaning or
interpretation of any of the provisions of this Agreement.
10.6 GOVERNING LAW. This Agreement will be governed by the laws of the
state of Oregon.
10.7 ARBITRATION
(a) All claims, disputes, or controversies, except for those excluded by
Section 10.7(b), whether or not arising out of Executive's employment (or its
termination), that the Company may have against the Executive or that Executive
may have against the Company or against its officers, directors, employees or
agents, in their capacity as such or otherwise, shall be resolved by mandatory
arbitration in accordance with the then effective arbitration rules of
Arbitration Service of Portland, Inc., or American Arbitration Association,
whichever organization is selected by the party that first initiates arbitration
by filing a claim in accordance with the filing rules of the organization
selected, and any judgment upon the award rendered pursuant to such arbitration
may be entered in any court having jurisdiction thereof. Unless otherwise
agreed, arbitration shall be conducted in Portland, Oregon, before a single
arbitrator.
(b) Claims arising out of Sections 8 and 9 of this Agreement or relating to
workers' compensation or unemployment compensation benefits are excluded from
mandatory arbitration under Section 10.7(a). Such excluded claims may include
but are not limited to claims by the Company for injunctive and/or other
equitable relief for unfair competition and/or the use and/or unauthorized
disclosure of trade secrets or Confidential Information, as to which Executive
understands and agrees that the Company may seek and obtain relief from a court
of competent jurisdiction.
10.8 ATTORNEY FEES. In the event of any suit or action or arbitration
proceeding to enforce or interpret any provision of this Agreement (or which is
based on this Agreement), the prevailing party will be entitled to recover, in
addition to other costs, the reasonable attorney fees incurred by the prevailing
party in connection with such suit, action, or arbitration, and in any appeal
therefrom. The determination of who is the prevailing party and the amount of
reasonable attorney fees to be paid to the prevailing party will be decided by
the arbitrator or arbitrators (with respect to attorney fees incurred prior to
and during the arbitration proceedings) and by the court or courts, including
any appellate courts, in which the matter is tried, heard, or decided, including
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the court which hears any exceptions made to an arbitration award submitted to
it for confirmation as a judgment (with respect to attorney fees incurred in
such confirmation proceedings).
10.9 INITIAL EMPLOYMENT. Executive acknowledges that he signed this
agreement upon his initial employment with the Company.
The parties have executed this Employment Agreement as of the date stated
above.
GARDENBURGER, INC.
By: /s/ Xxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxxxxxxx
-------------------------------- -------------------------------
Xxxxx X. Xxxxxxx Xxxxxx X. Xxxxxxxxx
Chair of the Board of Directors
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Option No. _______
No. of Shares 150,000
GARDENBURGER, INC.
INCENTIVE STOCK OPTION AND
INCENTIVE STOCK OPTION AGREEMENT
This Incentive Stock Option is granted and this Incentive Stock Option
Agreement (the "Agreement") is executed by and between Gardenburger, Inc., an
Oregon corporation (the "Company"), and Xxxxx Xxxxxxx (the "Optionee"),
effective January 15, 2001.
RECITALS
A. The Company has duly adopted that certain Gardenburger, Inc., 1992 First
Amended and Restated Combination Stock Option Plan, a copy of which is attached
hereto as Exhibit A (the "Plan").
B. The Plan authorizes a committee appointed by the Board of Directors of
the Company (the "Administrative Committee") to grant incentive stock options to
officers and employees of the Company.
C. The Administrative Committee has selected the Optionee to receive an
incentive stock option under the Plan.
NOW, THEREFORE, THE COMPANY AND THE OPTIONEE COVENANT AND AGREE AS FOLLOWS:
1. NUMBER OF SHARES SUBJECT TO OPTION AND OPTION PRICE. The Company hereby
grants to the Optionee an incentive stock option (the "Option") to purchase from
the Company 150,000 shares of the no par value common stock of the Company (the
"Common Stock") at an exercise price of $______ per share. The Option is
exercisable upon the terms and conditions contained herein.
2. ADDITIONAL TERMS OF THE OPTION. Subject to the provisions of Paragraph 3
below, the Option shall have the following
terms:
2.1 The effective date of the grant of the Option shall be the date
first set forth above.
EXHIBIT A
Page 1
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Incentive Stock Option Agreement
2.2 The Option shall vest as follows:
Cumulative
Date Percentage Vested
---- -----------------
January 15, 2002 25%
January 15, 2003 50%
January 15, 2004 75%
January 15, 2005 100%
2.3 The foregoing vesting schedule notwithstanding, this Option shall
immediately vest as to any Option shares that have not then become vested upon:
(i) the termination of the employment of the Optionee by the Company
as a result of the Optionee's death or "Disability" (as defined
in Optionee's Employment Agreement dated as of January 15, 2001);
or
(ii) following a "Change in Control" of the Company (as defined
below), (x) the termination of the employment of the Optionee by
the Company other than for "Cause" (as defined in Optionee's
Employment Agreement dated as of January 15, 2001), death or
Disability or (y) the occurrence of a material diminution in
Optionee's position or responsibilities with or compensation by
the Company. For purposes hereof, a "Change in Control" of the
Company shall be deemed to have occurred upon the earlier of:
(a) the date that any "person" (as that term is defined in
Sections 3(a)(9) and 13(d)(3) of the Securities Exchange Act
of 1934, as amended (the "Act")), other than a trustee or
other fiduciary holding securities under an employee benefit
plan of the Company, becomes a beneficial owner (within the
meaning of Rule 13d-3 promulgated under the Act), directly
or indirectly, of securities of the Company representing 25%
or more of the combined voting power of the Company's then
outstanding securities; or
EXHIBIT A
Page 2
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Incentive Stock Option Agreement
(b) the date of any annual or special meeting of stockholders at
which a majority of the directors then elected are not
individuals nominated by the Company's then incumbent Board;
or
(c) the date of approval by the stockholders of the Company of a
plan of merger or consolidation of the Company in which such
stockholders will not hold at least 75% of the combined
voting power of the resulting entity immediately following
such merger or consolidation, or the approval by the
stockholders of the Company of a plan of complete
liquidation of the Company or an agreement for the sale of
substantially all of the Company's assets.
2.4 The Option shall expire on January 15, 2011 (the "Expiration Date").
2.5 To the extent vested, the Option may be exercised in whole or in part
at any time and from time to time prior to the Expiration Date.
2.6 The Option must be exercised, if at all, as to a whole number of
shares.
3. INCORPORATION BY REFERENCE OF THE TERMS AND CONDITIONS OF THE PLAN. The
terms and conditions of this Option shall be subject to all of the terms and
conditions of the Plan, which terms and conditions are expressly incorporated by
reference into this Agreement to the same extent and with the same effect as if
such terms and conditions were set forth herein. In the event of a conflict or
inconsistency between the terms and conditions set forth in this Agreement and
the terms and conditions of the Plan, those of the Plan shall control.
4. EXERCISE OF THE OPTION; DELIVERY OF CERTIFICATEs.
4.1 The Option may be exercised only in accordance with the terms and
conditions of Section 9 of the Plan and by (1) delivery to the Company of a
Notice of Exercise substantially in the form of Exhibit B attached hereto
specifying the number of shares of Common Stock for which the exercise is to be
effective, and (2) tendering full payment of the Option Price for such shares.
4.2 Within a reasonable time after its receipt of the Optionee's
Notice of Exercise, the Company shall deliver to the Optionee a certificate for
the shares of Common Stock for which exercise of the Option was effective.
EXHIBIT A
Page 3
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Incentive Stock Option Agreement
5. TRANSFERABILITY OF THE OPTION. The Option is transferable only in
accordance with Section 10 of the Plan.
6. WARRANTIES AND REPRESENTATIONS OF THE OPTIONEE. By executing this
Agreement, the Optionee accepts the Option and agrees to be bound by all of the
terms of this Agreement and the Plan. In addition, the Optionee acknowledges
that exercise of the Option and the sale of the shares of Common Stock acquired
upon exercise thereof may have tax implications for which the Optionee should
seek individual advice by his or her own tax counselor or advisor.
7. INDEMNIFICATION BY THE OPTIONEE. The Optionee agrees to indemnify and
hold the Company harmless from any loss or damage, including attorney's fees or
other legal expenses, incurred in the defense or payment of any such claim
against the Company resulting from a breach by the Optionee of the
representations, warranties or provisions contained in this Agreement.
8. NO RIGHT TO CONTINUED RELATIONSHIP. Nothing herein shall confer upon the
Optionee the right to continue as an officer or employee of or with the Company,
nor affect any right which the Company may have to terminate its relationship
with the Optionee.
9. RIGHTS AS SHAREHOLDERS. The Optionee shall have no rights as a
shareholder of the Company on account of the Option nor on account of shares of
Common Stock subject hereto until such time as the Company shall have issued and
delivered stock certificates to the Optionee.
10. FURTHER ASSURANCES. From time to time and upon request by the Company,
the Optionee agrees to execute such additional documents as the Company may
reasonably require in order to effect the purposes of the Plan and this
Agreement.
11. BINDING EFFECT. This Agreement shall be binding upon the Optionee and
the Optionee's heirs, successors and assigns, including the Qualified Successor
of the Optionee (as that term is defined in Section 10.2 of the Plan).
12. WAIVERS/MODIFICATIONS. No waivers, alterations or modifications of this
Agreement shall be valid unless in writing and duly executed by the party
against whom enforcement of such waiver, alteration or modification is sought.
The failure of any party to enforce any of its rights against the other party
for breach of any of the terms of this Agreement shall not be construed a waiver
of such rights as to any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Oregon.
EXHIBIT A
Page 4
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Incentive Stock Option Agreement
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
GARDENBURGER, INC.: OPTIONEE:
By: /s/Xxxxxxxxx X. Xxxxxxx /s/ Xxxxx X. Xxxxxxx
-------------------------------- ------------------------------------
Xxxxxxxxx X. Xxxxxxx Xxxxx X. Xxxxxxx
Administrative Committee Member
EXHIBIT A
Page 5
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Incentive Stock Option Agreement
Exhibit B
NOTICE OF EXERCISE OF INCENTIVE OPTION
Under the Gardenburger, Inc.,
1992 First Amended and Restated Combination Stock Option Plan
I, _________________, hereby exercise the option to purchase ________shares of
no par value common stock (the "Shares"), of Gardenburger, Inc. (the "Company"),
granted to me pursuant to the terms and conditions of the Gardenburger, Inc.,
1992 First Amended and Restated Combination Stock Option Plan (the "Plan") and
the Incentive Stock Option and Incentive Stock Option Agreement dated
__________, 2001, bearing Option No. ___ (the "Option").
Accompanying this Notice is: [select one]
o cash, certified or cashier's check in the amount of $________,
o _____ shares of the Company's Common Stock valued at $_______ (their fair
market value as of this date), or
o I hereby request that this Option be exercised through a cashless
transaction and have provided the name and address of my broker below. I
understand that if I elect a cashless transaction, the Company will request
and authorize its stock transfer agent to issue the certificate(s) in the
name of my broker to facilitate the completion of the transaction.
_______________________ Date: _________
(Optionee's Signature)
Optionee's Name:_____________________________
Optionee's Address:__________________________
__________________________
Broker's Name:_________________________
Broker's Address:______________________
______________________
EXHIBIT A
Page 6
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Incentive Stock Option Agreement - Exhibit B
RECEIPT FOR STOCK CERTIFICATE
I hereby acknowledge receipt of Stock Certificate No.___ from the
Company on _________, 2001_, representing ___ shares of the Company's common
stock acquired upon exercise of the Option bearing Option No. ___.
_______________________ Date: ___________
Optionee Signature
EXHIBIT A
Page 7
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Incentive Stock Option Agreement - Exhibit B
