WEIS MARKETS, INC.
COMPANY APPRECIATION PLAN
1. PURPOSE
The Board of Directors of Weis Markets, Inc. (hereinafter referred to as
the "Company") believes the Company Appreciation Plan will promote
continuity of management and increase incentive and personal interest in
the welfare of the Company by those who are primarily responsible for
developing and carrying out the long range plans of the Company and its
subsidiaries and securing their continued growth and financial success.
2. DEFINITIONS
(a) "Board" shall mean the Board of Directors of Weis Markets, Inc.
(b) "Committee" shall mean the Executive Compensation Committee of the
Board of Directors.
(c) "Company" shall mean Weis Markets, Inc. or any successor thereto.
(d) "Designated Period" shall mean the period commencing as of the date on
which Rights are awarded to a Participant, and ending on the date as
of which such Rights mature as fixed by the Board. The Designated
Period may not be less than twelve (12) months no more than sixty-three
(63) months. The Designated Period may vary as among Participants and
as among awards to a Participant.
(e) "Effective Date" of the Plan shall mean April 1, 1980.
(f) "Market Value" shall mean the value of a share of the Company's common
capital stock as of the close of trading on a particular date, as
reported in the Wall Street Journal or such other source as the
Committee believes adequately reflects the trading in the Company's
common stock. "Average Market Value" shall mean the average of the
Market Value of the Company's common capital stock based on the
closing price for all trading days in the 90 calendar day period which
ends on the date of reference.
(g) "Participant" shall mean an officer or executive of the Company
selected by the Board to participate in the Plan.
(h) "Plan" shall mean the Weis Markets, Inc. Company Appreciation Plan
described in this instrument , as it may be amended from time to time.
(i) "Rights" shall mean the awards granted to a Participant from time to
time in accordance with the terms of the Plan.
(j) "Retirement" means a Participant's termination of employment with the
Company and its subsidiaries after attaining age 65.
Wherever the context so requires, masculine pronouns include the feminine
and singular words shall include the plural.
3. ADMINISTRATION
(a) The Plan shall be administered by the Committee as it may be
constituted from time to time. A majority of the members of the
Committee shall constitute a quorum. All determinations of the
Committee shall be made by a majority of its members. Any decision or
determination reduced to writing and signed by all of the members of
the Committee shall be fully effective as if it had been made by a
majority vote at a meeting duly called and held.
(b) Eligibility for participation in this Plan shall be determined by a
two step process. First, the Executive Compensation Committee of the
Board of Directors shall make a recommendation of potential
Participants to the Board of Directors. This list may be based upon
recommendations from the Executive Committee of Weis Markets, Inc.
Second, the Board of Directors shall consider the recommendation of the
Executive Compensation Committee and make the final determination based
upon a majority vote.
4. OPERATION
Employees of the Company who are eligible to participate in the Plan and
who have been designated as Plan Participants shall be notified by the
Committee in writing of such Participation, which notification shall
outline the specific terms applicable to the Participant. The general
terms of the Plan applicable to each Participant are as follows:
(a) Plan Participants shall be awarded Rights which mature at the
expiration of the Designated Period or Designated Periods applicable
to such Rights. As of the date of expiration of the Designated
Period, or Period, the Participant shall receive an amount equal to
the current value of the Rights.
(b) The current value of the Rights shall be equal to the excess of (1)
over (2) below, but in no event greater than the amount set forth in
paragraph (c) below.
(1) The greater of
(i) the Average Market Value of the Rights awarded the
Participant as of the date of expiration of the Designated
Periods applicable to such Rights; and
(ii) the market Value of the Rights awarded the Participant as
of the last trading day of the calendar year preceding
the date of expiration of the Designated Period.
(2) The Market Value of the Rights awarded the Participant as of the
initial effective date of the award.
The Market Value or Average Market Value of all Rights as of a particular
date shall be the Market Value or Average market Value of one Right
multiplied by the number of Rights.
(d) Not withstanding any other provision of the Plan, the current value
of any Rights shall not exceed 100% of the Market Value of the Rights
as of the initial date of the award of such Rights. The current
value of Rights, as determined under (b and (c) above, shall be paid
to the Participant in cash no later than sixty days following the
expiration of the applicable Designated Period.
5. LIMITATION ON RIGHTS
A Participant may receive as many awards of Rights at various times as may
be determined appropriate by the Board, but the total Rights granted under
this Plan to all Participants shall not exceed 100,000.
6. NATURE OF RIGHTS
The Rights shall be used solely as a device for the measurement and
determination of the amount to be paid to Participants as provided in the
Plan. The Rights shall not constitute or be treated as property or as a
trust fund of any kind. All amounts at any time attributable to the Rights
shall be and remain the sole property of the Company and the Participants'
rights here under are limited to the rights to receive cash as herein
provided.
7. DILUTION
In the event of a stock split, stock dividend, reclassification,
reorganization, or other capital adjustment of shares of capital stock of
the Company, the number of Rights of a Participant and the number of total
Rights which may be issued under the plan provided by paragraph 5 shall be
adjusted in the same manner as the Company's capital stock reflected by
such Rights would be adjusted.
8. TRANSFERABILITY
Any rights arising under the Plan shall not be transferable otherwise than
by will or the laws of descent and distribution, and may be exercised
during the life of a Participant only by such Participant.
9. TERMINATION OF EMPLOYMENT
The Plan does not confer upon any Participant any right with respect to
continuance of employment by the Company or by a subsidiary of the Company,
nor does it nullify his right, or his employer's right, to terminate his
employment at any time. In the event that the employment of a Participant
by the Company and/or its subsidiaries terminates for any reason other than
due to disability, death, or retirement, any outstanding Rights under the
Plan shall be forfeited. In the event a Participant terminates employment
with the Company and/or its subsidiaries due to death, disability, or
retirement, the Designated Period for such Participant shall be deemed to
end, with appropriate payment subsequently made to the Participant or his
named beneficiary. A Participant shall be deemed to have terminated
employment due to disability if, in the opinion of a physician selected by
the Committee, as a result of a mental or physical condition he is unable
to continue to perform his duties as an employee.
10. WITHHOLDING OF TAX
There shall be deducted from each distribution under the Plan the amount of
any tax required by any governmental authority to be withheld and paid over
by the Company to such governmental authority for the account of the person
entitled to such distribution.
11. TERMINATION AND AMENDMENT OF PLAN
The Board may at any time terminate the Plan, or make such modifications of
the Plan as it shall deem advisable, provided that
(a) no termination or amendment of the Plan may, without the consent of a
Participant, adversely affect the rights of such Participant, and
(b) any amendment requiring an affirmative vote of the holders of a
majority of the shares of the capital stock of the Company shall not
be effective until such affirmative vote is obtained.