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EXHIBIT 10.19
OPTION NUMBER PRICE PER SHARE NUMBER OF SHARES
NQ-1 $220.00 10,500
COUNTRY FRESH, INC.
1989 STOCK OPTION PLAN
STOCK OPTION AGREEMENT
This Stock Option Agreement ("Agreement") is made as of October 13,
1994, between COUNTRY FRESH, INC., a Michigan corporation ("Country Fresh"), and
XXXXXX X. XXXXX ("Grantee").
The Country Fresh, Inc. 1989 Stock Option Plan (the "Plan") is
administered by the Stock Option Committee (the "Committee").
The Committee has determined that Grantee is eligible to participate in
the Plan. The Committee has decided to grant stock options to Grantee, subject
to the terms and conditions contained in this Agreement and in the Plan, which
is incorporated herein by reference. In the event of any conflict between the
terms of this Agreement and the terms of the Plan, the provisions of the Plan
shall control.
Grantee acknowledges receipt of the Plan and accepts this option
subject to all of the terms, conditions and provisions of the Plan, and subject
to the following further provisions:
1. GRANT. Country Fresh grants to Grantee an option to purchase from
Country Fresh 10,500 shares of Country Fresh's Class B common stock, $20.00 par
value per share, to be issued upon exercise of this option in accordance with
the terms and conditions set forth herein. This option is not an incentive stock
option under Section 422 of the Internal Revenue Code.
2. TERM AND DELAYED VESTING. The right to exercise this option
according to its terms shall commence on the date of this Agreement, subject to
vesting provided below, and shall terminate ten (10) years after the date set
forth above, unless earlier terminated under the Plan by reason of termination
of employment. Grantee's right to exercise this option shall vest as follows:
1,500 shares on October 13, 1994, and a further 1,500 shares on October 13,
1995, October 13, 1996, October 13, 1997, October 13, 1998, October 13, 199, and
October 13, 2000. On and after October 13, 2000, this option shall be
exercisable in full for the remainder of its term. If the Grantee's employment
is terminated by reason of death or by Country Fresh other than for cause or by
Grantee for good reason, all unexercised options shall vest and be immediately
exercisable.
3. PURCHASE PRICE; PAYMENT. The purchase price shall be Two Hundred
Twenty and 00/100 Dollars ($220.00) per share, subject to adjustment as provided
herein. This purchase
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price shall apply to each portion of the option as it becomes vested and
exercisable. Grantee shall pay the purchase price in cash or, unless the
Committee revokes its Consent, in shares of Country Fresh's common stock. If
payment is made in the form of shares of common stock, such shares shall be
valued at their market value, as determined under the Plan, at the time of
delivery to Country Fresh.
4. EXERCISE OF OPTION. The vested and exercisable portion of this
option may be exercised, in whole or in part, by written notice delivered to
Country Fresh. The notice shall be effective upon receipt by Country Fresh of
the notice. The notice shall set forth the number of shares to be purchased and
shall indicate Grantee's wishes with respect to a reasonable time and place for
delivery of certificates for such shares. Upon payment of the purchase price and
any required withholding amount, Country Fresh shall deliver to Grantee a
certificate or certificates for such shares out of theretofore unissued shares
or reacquired shares of its common stock, as it may elect; provided, however,
that the time of such delivery shall be postponed for such period as may be
required for Country Fresh with reasonable diligence to comply with any law or
regulation applicable to the issuance or transfer of such shares. If Grantee
fails to accept delivery of and pay for all or any part of the number of shares
specified in the notice upon tender of delivery by Country Fresh, Grantee's
right to exercise the option with respect to such undelivered shares shall
thereupon terminate. In such event, Grantee's remaining options not yet
exercised or terminated shall continue in force. Unless waived by Country Fresh,
the exercise of this option shall be conditioned on an effective buy and sell
agreement covering the shares to be received on exercise of the option.
5. TERMINATION OF EMPLOYMENT OR COMPETITION. If Grantee's employment is
terminated for cause or if Grantee terminates his employment without good reason
or if he directly or indirectly competes with Country Fresh in any line of
business, none of the unexercised stock options outstanding shall be
exercisable. If Grantee's employment is terminated by the Board of Directors for
any other reason, including death or disability, Grantee's options shall be
immediately exercisable, and shall continue for their original term, subject to
termination in the event of competition as provided above.
For purposes of this Agreement: Grantee may terminate his employment
for "good reason" if he is assigned duties substantially inconsistent with his
office, his salary, bonus or other benefits are reduced or curtailed in any
material respect, the executive offices of Country Fresh are relocated outside
Kent County, Michigan, Country Fresh fails to obtain the agreement of any
successor to assume and perform this Agreement and any related employment
agreement with Grantee, or Country Fresh fails to fulfill any of its material
obligations under any such employment agreement after notice and a reasonable
opportunity to cure. "Disability" as used herein means the inability to fulfill
the duties assigned to Grantee for a period of nine consecutive months by reason
of illness or other similar incapacity.
6. ADJUSTMENT PROVISIONS. If the number of outstanding shares of common
stock of Country Fresh changes by reason of a stock dividend, stock split,
recapitalization, merger, consolidation, split-up, combination or exchange of
shares, the aggregate number and class of shares available under this Option
Agreement and subject to each option, together with the
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exercise price, shall be appropriately adjusted by the Committee, but any
fractional shares resulting from such adjustment shall be eliminated with
appropriate compensation to Grantee.
7. SHARES RESERVED. Country Fresh shall, at all times during the term
of this Agreement, reserve and keep available sufficient shares to satisfy the
requirements of this Agreement, and shall pay all fees and expenses incurred by
Country Fresh in connection therewith.
8. NON-TRANSFERABILITY OF OPTION AND SHARES. This option may not be
transferred or encumbered in whole or in part, except by will or the laws of
descent or distribution. If any assignment, pledge, or transfer of this option
shall be made or attempted, or if any attachment, execution, garnishment, or
lien shall be issued against or placed upon the same, this option shall be void
and of no further effect. The shares received shall not be sold until March 1,
2001, except for sales to cover tax liabilities, sales as a part of the
acquisition of Country Fresh as a going concern, and sales to Country Fresh as
permitted under the buy and sell agreement referenced above.
9. SHAREHOLDER RIGHTS. Grantee shall have no rights as a shareholder
with respect to any shares covered by this option until the issuance of a stock
certificate to him for such shares.
10. EMPLOYMENT. The grant of this option shall not impose upon Country
Fresh or any subsidiary any obligation to retain Grantee in its employ for any
given period or upon any specific terms of employment.
11. TAX WITHHOLDING. Grantee agrees to make provisions acceptable to
Country Fresh to satisfy any tax withholding obligations that arise in
connection with the grant or exercise of this option, including withholding of
shares to be received or exercise of the option.
12. BINDING EFFECT; AMENDMENT. This Agreement shall be binding upon,
and shall inure to the benefit of, the parties hereto and their respective
heirs, successors and permitted assigns. This Agreement shall not be modified
except in a writing executed by the parties hereto.
This option has been issued by Country Fresh by authority of
its Stock Option Committee.
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IN WITNESS WHEREOF, the undersigned have executed this Agreement as of
the date first written above.
COUNTRY FRESH, INC.
By: /s/ XXXXXX X. XXXXXXX
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Xxxxxx X. XxXxxxx
Chairman of the Board
"Company"
/s/ XXXXXX X. XXXXX
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Xxxxxx X. Xxxxx
"Grantee"
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