1995
STOCK OPTION PLAN
WEIS MARKETS, INC.
As Amended and Restated October 1, 1998
I. Definitions.
A. As used in this Plan the following definitions apply to the terms
indicated below:
"Board" means the Board of Directors of Weis Markets, Inc.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Executive Compensation Committee of the Board.
"Company" means Weis Markets, Inc., a Pennsylvania Corporation.
"Eligible employee" means any employee who is at the date of the
granting of an option hereunder an executive or administrative employee
of the Company or of any subsidiary corporation now or hereafter
existent, and who at the time receives regular base compensation from
the Company or any subsidiary, or any combination thereof, at a rate or
rates aggregating $8,000 or more per year. For the purposes of this
Plan the Committee shall have the authority to determine whether or not
an employee is an executive or administrative employee, but these terms
shall be limited to employees having administrative responsibility
involving the use of judgment or discretion in the direction of the
activities of others, and any other employees customarily considered as
executive line or staff personnel. The determination of base
compensation may be made by annualizing the regular base compensation
rate in effect with respect to an employee at the payroll period last
preceding the date of grant of the option. The term eligible employee
shall not include an individual possessing more than ten (10) percent of
the total combined voting power of all classes of stock of the Company
or of its parent or subsidiary corporation if such entity may exist in
the future. Also, the term eligible employee shall not include a member
of the Committee.
"Incentive Stock Option" means an Option granted under the Plan pursuant
to Section 422 of the Code.
"Nonstatutory Stock Option" means an Option granted under the Plan which
does not qualify under Section 422 of the Code.
"Option" means an option for the purchase of Shares under the Plan.
Each Option shall be represented by an Option certificate in such form,
not inconsistent with the Plan, as the Committee may authorize for
general use or for specific cases from time to time, which shall be
executed by the Company and the Participant, provided that each Option
certificate shall specify whether the underlying Option is intended to
be an Incentive Stock Option or a Nonstatutory Stock Option.
"Option period" means a period of time expressed in months from the date
of grant of an Option, during which an Option becomes exercisable by its
terms.
"Participant" means any holder of an Option granted under the Plan.
"Plan" means this stock option plan.
"Shares" means shares of the Company's capital stock reserved for the
purposes of the Plan.
B. An Option shall be effectively "granted" under this Plan on the date
specified by the Committee, provided however that grants of Options under
the Plan are subject to approval by the Board. Any recipient of an
Option who serves on the Board shall abstain from any discussion or vote
concerning the grant of any Options.
C. As used herein the masculine includes the feminine and the plural
includes the singular.
II. Shares Subject to the Plan.
There may be issued pursuant to the Plan Options for the Purchase of not
more than 300,000 Shares. In the event of any change in the Shares, as
a result of recapitalization, stock split, combination of shares or
stock dividend (but in the case of a stock dividend only if and to the
extent that all of such stock dividends within one fiscal year shall
increase the number of outstanding shares by more than 5%), appropriate
adjustment shall be made in the total number of Shares to which the Plan
relates, in the number of Shares allocable to any one employee pursuant
to Options, and in the number of Shares subject to outstanding
unexercised Options, and with respect to the purchase price per Share
payable upon exercise, so as to prevent undue appreciation or dilution
of the rights conferred by any Option, or of the Shares reserved for the
purposes of the Plan. No adjustment or substitution provided for in
this Section II shall require the Company to issue or sell a fraction of
a Share or other security. Accordingly, all fractional Shares or other
securities which result from any such adjustment or substitution shall
be eliminated and not carried forward to any subsequent adjustment or
substitution. If any such adjustment or substitution provided for in
this Section II requires the approval of shareholders in order to enable
the Company to grant Incentive Stock Options, then no such adjustment or
substitution shall be made without the required shareholder approval.
Notwithstanding the foregoing, in the case of Incentive Stock Options,
if the effect of any such adjustment or substitution would be to cause
the Option to fail to continue to qualify as an Incentive Stock Option
or to cause a modification, extension or renewal of such Option within
the meaning of Section 424 of the Code, the Committee may elect that
such adjustment or substitution not be made but rather shall use
reasonable efforts to effect such other adjustment of each then
outstanding Option as the Committee, in its discretion, shall deem
equitable and which will not result in any disqualification,
modification, extension or renewal (within the meaning of Section 424 of
the Code) of such Incentive Stock Option.
III. Allocation of Shares.
The Committee may at any time during the term of this Plan allocate
Shares to any eligible employee under and pursuant to an Incentive Stock
Option and/or a Nonstatutory Stock Option, subject to prior allocation
of Shares under previously granted Options to the same or other persons
and provided that Incentive Stock Options and Nonstatutory Stock Options
may not be granted in tandem. The aggregate number of Shares allocable
to any one employee, pursuant to one or more Options, shall not exceed
20,000 Shares in any one calendar year. Notwithstanding any other
provision contained in the Plan or in any Option certificate, the
aggregate fair market value, determined as provided in Section V of the
Plan on the date of grant, of the Shares with respect to which Incentive
Stock Options are exercisable for the first time by an employee during
any calendar year under all plans of the corporation employing such
employee, any parent or subsidiary corporation of such corporation and
any predecessor corporation of any such corporation shall not exceed
$100,000. If any Option is canceled, or terminates or lapses in whole
or in part for any reason other than the termination of the Plan as a
whole, any number of Shares not purchased thereunder shall forthwith
become available again for allocation under new Options in accordance
with the Plan.
IV. Plan Term.
Subject to the provisions hereinafter contained relating to amendment or
discontinuance, this Plan shall continue in effect until December 31,
2004; and no Option may be granted hereunder after such date, which is
less than ten years from the earlier of the date of the adoption of the
Plan by the Board and its approval by the shareholders of the Company.
The effective date of the Plan shall be February 1, 1995.
V. Option Price.
The price at which the Shares may be purchased pursuant to any Option
shall be 100% of the fair market value of the Shares on the date of the
grant. The "fair market value" of Shares on any day shall be determined
by the Committee in any proper manner in accordance with the following
paragraph, including determinations based upon the quotations for the
Company's stock on any national securities exchange on which it may be
listed at the time, or upon the opinions of one or more brokerage firms.
For all purposes under the Plan, fair market value of the Shares shall
be the mean between the following prices, as applicable, for the date as
of which fair market value is to be determined as quoted in The Wall
Street Journal (or in such other reliable publication as the Committee,
in its discretion, may determine to rely upon): (a) if the Shares are
listed on the New York Stock Exchange, the highest and lowest sales
prices per share of the Shares as quoted in the NYSE-Composite
Transactions listing for such date, (b) if the Shares are not listed on
such exchange, the highest and lowest sales prices per share of Shares
for such date on (or on any composite index including) the principal
United States securities exchange registered under the Securities
Exchange Act of 1934 on which the Shares are listed, or (c) if the
Shares are not listed on any such exchange, the highest and lowest sales
prices per share of Shares for such date on the National Association of
Securities Dealers Automated Quotations System or any successor system
then in use ("NASDAQ"). If there are no such sale price quotations for
the date as of which fair market value is to be determined but there are
such sale price quotations within a reasonable period both before and
after such date, then fair market value shall be determined by taking a
weighted average of the means between the highest and lowest sales
prices per share of the Shares as so quoted on the nearest date before
and the nearest date after the date as of which fair market value is to
be determined. The average should be weighted inversely by the
respective numbers of trading days between the selling dates and the
date as of which fair market value is to be determined. If there are no
such sale price quotations on or within a reasonable period both before
and after the date as of which fair market value is to be determined,
then fair market value of the Shares shall be the mean between the bona
fide bid and asked prices per share of the Shares as so quoted for such
date on NASDAQ, or if none, the weighted average of the means between
such bona fide bid and asked prices on the nearest trading date before
and the nearest trading date after the date as of which fair market
value is to be determined, if both such dates are within a reasonable
period. The average is to be determined in the manner described above
in this Section V. If the fair market value of the Shares cannot be
determined on the basis previously set forth in this Section V on the
date as of which fair market value is to be determined, the Committee
shall in good faith determine the fair market value of the Shares on
such date. Fair market value shall be determined without regard to any
restriction other than a restriction which, by its terms, will never
lapse.
VI. Option Period.
No Option hereunder shall be exercisable after the expiration of ten
(10) years from the date such Option is granted.
VII. Conditions Relating to Exercise.
A. No Option shall be transferable by the grantee thereof otherwise
than by will or the laws of descent and distribution.
B. All Options granted hereunder shall be exercisable during the
lifetime of the grantee only by him.
C. Subject to the foregoing, any Option granted pursuant to the Plan
shall be exercisable immediately and to the extent exercisable at any
time may be exercised in whole or in part, and the Option shall be no
longer exercisable after a period of ten (10) years from the date such
Option is granted.
D. Payment for Shares purchased shall be made in full in cash upon
exercise.
E. Certificates for Shares purchased shall be issued and delivered at
the time when the Option is exercised and payment therefor is received
by the Company.
F. An Option shall be exercised by delivering to the Company (or, if
mailed to the Company, upon receipt by the Company), at 1000 South Second
Street, Sunbury, Pennsylvania, a written notice signed by the Participant
stating the number of Shares the Participant desires to purchase,
enclosing payment or instructions for delivery against payment for such
Shares at the Option price then in effect provided, that for purposes of
determining whether any Options have been timely exercised, no Option
shall be considered exercised until the Company actually receives the
exercise price.
G. Any person exercising an Option shall comply with all regulations
and requirements of any Governmental authority having jurisdiction over
the issuance or sale of capital stock of the Company, and as a condition
to receiving any Shares shall execute all such instruments as the Company
in its sole discretion may deem necessary or advisable.
H. The Company may stamp, type or print upon any certificate issued
pursuant to exercise of any Option any legend deemed proper by the
Company, in its sole judgment and discretion, for the purpose of
permitting it to comply, or to facilitate its compliance, with any and
all provisions of law now or hereafter in force with respect to the
issue or transfer of or reporting with respect to any Shares issued
pursuant to an Option.
VIII. Termination of Employment.
In the event of termination of a Participant's employment for any cause
other than death or dismissal for conduct injurious to the Company's
business or interests (as determined by the Board or Committee), the
Participant may exercise any portion of the Option, not theretofore
exercised, which has or under the terms of the Option become exercisable
before the Participant's termination of employment, before the
expiration of three months following the date of termination of his
employment plus such additional portion or portions, if any, as the
Participant may be permitted to exercise with the specific consent of
the Committee; provided, however, that if the Participant shall engage
in any conduct injurious to the Company's business or interests in any
material way (as determined in the sole discretion of the Board or
Committee), then all rights under the Option shall forthwith lapse and
terminate.
IX. Rights in the Event of Death.
In the case of the death of a Participant, any Option then held by him,
which shall not have lapsed or terminated prior to death, shall continue
in force and shall be exercisable from time to time, to the same extent
as though the decedent had remained alive for the entire period of the
Option, by this executor, administrator, legatees or distributees of his
estate (his "successors"); provided, however, that if his successors
shall engage in any conduct injurious to the business or interests of
the Company in any material way (as determined in the sole discretion
of the Board or Committee), then all rights under the Option shall
forthwith lapse and terminate.
X. Powers of the Committee.
Except as provided in Section I.B. of the Plan, the Plan shall be
administered by the Committee, subject to the general supervision of the
Board. The Board is hereby authorized subject to the provisions of the
Plan to prescribe, amend and rescind rules and regulations of general
application relating to the Plan and to make all other determinations
(except as aforesaid) necessary or advisable for its administration.
Any power granted to the Committee (except as aforesaid), either in this
Plan or by the Board, may at any time be exercised by the Board.
XII. Amendment and Discontinuance.
A. The Board is authorized to make such amendments to the Plan as shall
be necessary to bring it into conformity with any regulation of any
Governmental body having jurisdiction, and may otherwise alter the Plan
subject, however, to prior or subsequent approval by the shareholders of
the Company if the amendment would decrease the Option price or increase
the number of Shares included in the Plan or the number allocable to any
one person, or make any change in the class of employees eligible to
receive Incentive Stock Options under the Plan, or would involve any
factor which in the opinion of counsel for the Company might affect
qualification under the Code in effect at the time or compliance with
applicable SEC regulations. The Board may at any time suspend or
discontinue the Plan. No action of the Board or shareholders may
increase or may impair any Option granted under the Plan except as
herein provided.
B. In the event of merger or consolidation of the Company into any
other corporation, or in the event of the adoption of a Plan of complete
or partial liquidation by requisite vote of the shareholders of the
Company, the Plan and all outstanding Options shall terminate on the
effective date of such merger or consolidation, or upon a date specified
by the Board in case of a liquidation, provided that the Company shall
make reasonable efforts to induce any corporate successor or prospective
successor to assume all outstanding unexercised Options, with equitable
adjustments of the Option price and number of Shares purchasable
thereunder in light of the securities of the successor issued in the
merger or consolidation.
C. Neither the Company nor any director or officer shall be liable to
any person for anything done or omitted in administration of the Plan or
any Option. The issuance of stock upon proper and timely exercise of
any Option may be compelled by an order of specific performance by any
court of competent jurisdiction provided, however, that the obligation
of the Company to issue Shares under the Plan shall be subject to (i)
the effectiveness of a registration statement under the Securities Act
of 1933, as amended, with respect to such Shares, if deemed necessary or
appropriate by counsel for the Company, (ii) the condition that the
Shares shall have been listed (or authorized for listing upon official
notice of issuance) upon each stock exchange, if any, on which the
Shares may then be listed and (iii) all other applicable laws,
regulations, rules and orders which may then be in effect.