EXHIBIT 99.1
LANCASTER COLONY CORPORATION
NON-STATUTORY STOCK OPTION AGREEMENT
This stock option agreement is entered into as of _________________, between
Lancaster Colony Corporation, an Ohio corporation (the "Company"), and ________
(the "Optionee").
SECTION 1. GRANT OF OPTION. Pursuant to the Company's 1995 Key Employee Stock
Option Plan, as amended, (the "Plan") and authorization by the Board of
Directors of the Company, the Company hereby grants to the Optionee an option
(the "Option") to purchase ______ shares of the Company's common stock
("Stock"), at the price and on such other terms and conditions as are
hereinafter provided. The Option shall not constitute an "incentive stock
option" as that term is used in Section 422 of the Internal Revenue Code of
1986, as amended.
SECTION 2. OPTION PRICE. The Option shall be exercisable at a price of $ ______
per share.
SECTION 3. EXERCISE PERIOD. The Option may be exercised at any time after the
date hereof and shall remain exercisable until ________ or until such earlier
date on which the Optionee shall cease to be in the employ of the Company or a
subsidiary thereof, subject to the provisions of Section 7 below. After such
date, the Option may not be exercised. The Optionee agrees that as holder of the
option he shall have no rights as shareholder or otherwise in respect of any of
the stock as to which the option shall not have effectively been exercised as
herein provided.
SECTION 4. EXERCISE OF OPTION. The Option shall be exercised by delivery to the
Company of a written statement in form and substance satisfactory to the
Compensation Committee of the Board of Directors of the Company. At the time of
exercise of the Option by such delivery, the Optionee shall pay the option price
for the Stock being purchased in full in cash or by check. Upon receipt in full
of the option price for the Stock being purchased and compliance by the Optionee
with the terms and conditions hereunder, the Company shall promptly cause
certificates for such Stock to be delivered to the Optionee. The foregoing
notwithstanding, the Optionee shall not be entitled to exercise the Option
during the period of twelve months immediately following the date upon which the
Optionee receives a "hardship withdrawal" from a retirement plan sponsored by
the Company or any of its subsidiaries which then qualifies under Section 401(k)
of the Internal Revenue Code of 1986, as amended, and during such twelve-month
period all rights of the Optionee to exercise the Option shall be suspended.
SECTION 5. COMPLIANCE WITH SECURITIES LAWS. The exercise of the Option and the
issuance of Stock pursuant thereto shall be contingent upon the prior
registration of the Stock under the Securities Act of 1933 and such state laws
as may be applicable, or a determination by the Company that the issuance of
such Stock will be a transaction exempt from such registration.
SECTION 6. LIMITED TRANSFERABILITY AND TERMINATION OF OPTION PRIVILEGES. Except
as otherwise provided in Section 7, the Option may be transferred or assigned by
the Optionee only to his spouse, his lineal descendants or to trusts of which
his spouse or his lineal descendants are the principal beneficiaries. Except as
otherwise provided in Section 7, the Option shall terminate, notwithstanding its
prior transfer or assignment as permitted herein, upon termination of the
Optionee's employment with the Company and its subsidiaries for any reason.
SECTION 7. DEATH OR DISABILITY OF OPTIONEE. If the Optionee dies or becomes
permanently and totally disabled within the meaning of Section 22(e)(3) of the
Internal Revenue Code of 1986, as amended, while in the employ of the
Company or one of its subsidiaries, the Option may be exercised during the time
period from the date of the Optionee's death or permanent and total disability
until the expiration of one year after the date of the Optionee's death or
permanent and total disability by the Optionee, by the deceased Optionee's
personal representative, or by any person who acquired the Option by transfer or
assignment as permitted in Section 6, or by bequest or inheritance as a result
of the death of the Optionee, subject to the limitations set forth in Section 3
and the other terms and conditions set forth herein.
SECTION 8. ADJUSTMENT FOR STOCK DIVIDEND OR STOCK SPLIT. In the event that a
dividend is hereafter paid on outstanding shares of Stock in shares of such
Stock, or in the event that the number of outstanding shares of Stock is
hereafter increased as a result of a stock split, and the Option is then
unexercised, the number of shares of Stock subject to the Option shall thereupon
be increased by that number of shares of Stock which would have been distributed
with respect to the shares of Stock subject to the Option if the shares of Stock
subject to the Option had been outstanding at the time of the dividend or stock
split and the option price per share shall be adjusted to reflect such increased
number of shares of Stock subject to the Option.
SECTION 9. ADJUSTMENT FOR REORGANIZATION OR MERGER. In the event that
outstanding shares of Stock are hereafter changed into or exchanged for a
different number or kind of shares of stock or securities of another corporation
or corporations, whether as a result of a reorganization, recapitalization,
reclassification, merger, consolidation or otherwise, and the Option is then
unexercised, the Option and the option price shall thereupon be adjusted to
cover the number and kind of shares of stock or securities which would have been
received for the shares of Stock subject to the Option if the shares of Stock
subject to the Option had been outstanding at the time of such reorganization,
recapitalization, reclassification, merger, consolidation or any other event.
SECTION 10. ADDITIONAL ADJUSTMENTS. In the event that there is any change in the
outstanding shares of Stock for which an adjustment is not provided by Sections
8 or 9 of this agreement, and the Option is then unexercised, the Board of
Directors of the Company may, in its sole discretion, require an adjustment in
the number or kind of shares of stock or securities subject to the Option and
the option price and such adjustment shall be binding and effective for all
purposes hereof.
SECTION 11. TAX WITHHOLDING. At the time of exercise of this Option, the
Optionee or any person who may exercise the Option agrees to pay to the Company
an amount equal to the tax withholding required to be made by the Company.
SECTION 12. ELIMINATION OF FRACTIONAL SHARES. Any addition or adjustment
provided for in Sections 8, 9 and 10 hereof may be limited to the extent
necessary to prevent fractions of shares from becoming available under the
Option.
SECTION 13. OPTIONEE BOUND BY THE PLAN. The Optionee hereby agrees to be bound
by all applicable provisions of the Plan. If any of the terms and provisions of
this agreement are inconsistent or in conflict with the terms and provisions of
the Plan, the Plan shall supersede and prevail over such inconsistent provisions
hereof. The Board of Directors shall have authority, subject to the express
provisions of the Plan and this agreement, to establish, amend, and rescind
rules and regulations relating to the Plan, and to make all other determinations
in the judgment of the Board necessary or desirable for the administration of
the Plan. The Board may correct any defect or supply any omission or reconcile
any inconsistency in the Plan or in this agreement in the manner and to the
extent it shall deem expedient to carry the Plan into effect and it shall be the
sole and final judge of such expediency. All actions by the Board under the
provisions of this paragraph shall be conclusive for all purposes.
SECTION 14. HEADINGS. The headings of the sections of this agreement are
inserted for convenience only and shall not be deemed to be part hereof.
IN WITNESS WHEREOF, the parties have executed multiple counterparts of this
agreement, each of which shall be deemed to be an original, as of the date first
set forth above at the beginning hereof.
LANCASTER COLONY CORPORATION
(the "Company")
By:
_______________________________ __________________________________
__________________________
(the "Optionee")
