EXHIBIT 10.1
J & J SNACK FOODS CORP.
STOCK OPTION PLAN
1. Purpose of Plan
The purpose of the Stock Option Plan (the "Plan")
contained herein is to provide additional incentive to officers,
directors and key employees of J & J Snack Foods Corp. (the
"Corporation") and each present or future parent or subsidiary
corporation of the Corporation by encouraging them to invest in
shares of the Corporation's common stock, no par value per share
(the "Common Stock") and thereby acquire a proprietary interest
in the Corporation along with an increased personal interest in
the Corporation's continued success and progress, to the mutual
benefit of directors, employees and shareholders.
2. Aggregate Number of Shares
400,000 shares of Common Stock shall be the aggregate
number of shares which may be issued under this Plan.
Notwithstanding the foregoing, in the event of any change in the
outstanding shares of Common Stock by reason of a stock
dividend, stock split, combination of shares, recapitalization,
merger, consolidation, transfer of assets, reorganization,
conversion or what the Committee, as defined in Section 4 below,
deems in its sole discretion to be similar circumstances, the
aggregate number and kind of shares which may be issued under
this Plan shall be appropriately adjusted in a manner determined
in the sole discretion of the Committee. Reacquired shares of
Common Stock, as well as unissued shares, may be used for the
purpose of this Plan. Common Stock subject to options which
have terminated unexercised, either in whole or in part, shall
be available for future options granted under this Plan. No
optionee shall be granted options to acquire more than 25,000
shares of Common Stock during any calendar year under the Plan.
3. Class of Persons Eligible to Receive Options
All officers, directors and key employees of the
Corporation and of any present or future parent or subsidiary
corporation of the Corporation are eligible to receive an option
or options under this Plan. The individuals who shall, in fact,
receive an option or options shall be selected by the Committee,
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as defined in Section 4 below, in its sole discretion, except as
otherwise specified in Sections 4 and 5 of this Plan.
4. Administration of Plan
(a) This Plan shall be administered by a Committee
appointed by the Board of Directors (the "Committee"). The
Committee shall consist of a minimum of three and a maximum of
five members of the Board of Directors, each of whom shall be a
"disinterested person" as defined in Rule 16b-3(d)(3) under the
Securities Exchange Act of 1934, as amended, promulgated by the
Securities and Exchange Commission (hereafter the "SEC") or any
future corresponding rule. The Committee shall, in addition to
its other authority and subject to the provisions of this Plan,
determine which individuals shall in fact be granted an option
or options, whether the option shall be an incentive stock
option or a non-qualified stock option, the number of shares to
be subject to each of the options, the time or times at which
the options shall be granted, the rate of option exercisability
(provided, however, that no option shall be exercisable within
one (1) year from the date of its grant), and, subject to
Section 5 of this Plan, the price at which each of the options
is exercisable and the duration of the option.
(b) The Committee shall adopt such rules for the
conduct of its business and administration of this Plan as it
considers desirable. A majority of the members of the Committee
shall constitute a quorum for all purposes. The vote or written
consent of a majority of the members of the Committee on a
particular matter shall constitute the act of the Committee on
such matter. The Committee shall have the right to construe the
Plan and the options issued pursuant to it, to correct defects
and omissions and to reconcile inconsistencies to the extent
necessary to effectuate the Plan and the options issued pursuant
to it, and such action shall be final, binding and conclusive
upon all parties concerned. No member of the Committee or the
Board of Directors shall be liable for any act or omission
(whether or not negligent) taken or omitted in good faith, or
for the exercise of an authority or discretion granted in
connection with the Plan to the Committee or the Board of
Directors, or for the acts or omissions of any other member(s)
of the Committee or the Board of Directors. Subject to the
numerical limitations on Committee membership set forth in
Section 4(a) hereof, the Board of Directors may at any time
appoint additional members of the Committee and may at any time
remove any member of the Committee with or without cause.
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Vacancies on the Committee, however caused, may be filled by the
Board of Directors, if it so desires.
5. Incentive Stock Options and Non-Qualified Stock
Options
(a) Options issued pursuant to this Plan may be
either Incentive Stock Options granted pursuant to Section 5(b)
of this Plan or Non-Qualified Stock Options granted pursuant to
Section 5(c) of this Plan, as determined by the Committee. An
"Incentive Stock Option" is an option which satisfies all of the
requirements of Section 422 of the Internal Revenue Code of
1986, as amended (the "Code"), and the regulations thereunder,
and a Non-Qualified Stock Option is an option which either does
not satisfy all of these requirements or the option by its terms
specifies at the time of grant that it will not be treated as an
Incentive Stock Option. The Committee may grant both an
Incentive Stock Option and a Non-Qualified Stock Option to the
same person, or more than one of each type of option to the same
person. The option price for Incentive Stock Options issued
under this Plan shall be equal to at least the "fair market
value" of the Common Stock on the date of the grant of the
option. The "fair market value" of the Common Stock on any
particular date shall mean the last reported sale price of a
share of the Common Stock on the NASDAQ National Market System,
as reported by NASDAQ, or on any stock exchange on which such
stock is then listed or admitted to trading, on such date, or if
no sale took place on such day, the last such date on which a
sale took place, or if the Common Stock is not then quoted on
the NASDAQ National Market System or listed or admitted to
trading on any stock exchange, the average of the bid and asked
prices in the over-the-counter market on such date, or if none
of the foregoing, a price determined by the Committee. The
option price for Non-Qualified Stock Options shall be determined
by the Committee.
(b) Subject to the authority of the Committee set
forth in Section 4(a) of this Plan, Incentive Stock Options
issued pursuant to this Plan shall be issued substantially in
the form set forth in Appendix "I" attached to this Plan, which
form is hereby incorporated by reference and made a part hereof,
and shall contain substantially the terms and conditions set
forth therein. Incentive Stock Options shall be exercisable for
a period determined by the Committee, but not to exceed the
expiration of ten years from the date such options are granted,
unless terminated earlier under the terms of the Option. At the
time of the grant of an Incentive Stock Option hereunder, the
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Committee may, in its discretion, modify or amend any of the
option terms contained in Appendix "I" for any particular
optionee, provided that the option as modified or amended
satisfies the requirements of Section 422 of the Code and the
regulations thereunder. Each of the options granted pursuant to
this Section 5(b) is intended, if possible, to be an "Incentive
Stock Option" as that term is defined in Section 422 of the Code
and the regulations thereunder. In the event this Plan or any
option granted pursuant to this Section 5(b) is in any way
inconsistent with the applicable legal requirements of the Code
or the regulations thereunder for an Incentive Stock Option,
this Plan and such option shall be deemed automatically amended
as of the date hereof to conform to such legal requirements, if
such conformity may be achieved by amendment.
(c) Subject to the authority of the Committee set
forth in Section 4(a) of this Plan, Non-Qualified Stock Options
issued pursuant to this Plan shall be issued substantially in
the form set forth in Appendix "II" attached to this Plan, which
form is hereby incorporated by reference and made a part hereof,
and shall contain substantially the terms and conditions set
forth therein. Non-Qualified Stock Options shall expire as
determined by the Committee but such period shall not exceed ten
years after the date they are granted, unless terminated earlier
under the option terms. At the time of granting a Non-Qualified
Stock Option hereunder, the Committee may in its discretion,
modify or amend any of the option terms contained in Appendix
"II" for any particular optionee, provided that the option as
modified or amended does not expire more than ten years from the
date of its grant.
(d) Neither the Corporation nor any of its current or
future parents, subsidiaries or affiliates, nor their officers,
directors, shareholders, stock option plan committees, employees
or agents shall have any liability to any optionee in the event
(i) an option granted pursuant to Section 5(b) of this Plan does
not qualify as an "Incentive Stock Option" as that term is used
in Section 422 of the Code and the regulations thereunder; (ii)
any optionee does not obtain the tax benefits of such an
Incentive Stock Option; or (iii) any option granted pursuant to
Section 5(c) of this Plan is an "Incentive Stock Option".
(e) Notwithstanding any other provision of this Plan,
and without limiting the ability to receive additional options
under this Plan, on the last day of the Company's fiscal year
the Chief Executive Officer of the corporation shall be granted
an option to purchase 10,000 shares of the Corporation's Common
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Stock. Such option shall be for a period of ten (10) years and
shall be issued at the fair market value, as determined by the
Compensation Committee, of the Corporation's Common Stock on the
date of grant of such options. In the event of any change in
the capitalization of the Corporation, such as by stock
dividend, stock split or what the Board of Directors of the
Corporation deems in its sole discretion to be similar
circumstances, the number and kind of shares which may be issued
under this paragraph shall be automatically adjusted by the
Board of Directors of the Corporation.
6. Modification, Amendment, Suspension and Termination
Options shall not be granted pursuant to this Plan
after the expiration of ten years from the date the Plan is
adopted by the Board of Directors of the Corporation. The Board
of Directors reserves the right at any time, and from time to
time, to modify or amend this Plan in any way, and from time to
time, to modify or amend this Plan in any way, or to suspend or
terminate it, effective as of such date, which date may be
either before or after the taking of such action, as may be
specified by the Board of Directors; provided, however, that
such action shall not affect options granted under the Plan
prior to the actual date on which such action occurred. If a
modification or amendment of this Plan is required by the Code
or the regulations thereunder to be approved by the shareholders
of the Corporation in order to permit the granting of "Incentive
Stock Options" (as that term is defined in Section 422 of the
Code and regulations thereunder) pursuant to the modified or
amended Plan, such modification or amendment shall also be
approved by the shareholders of the Corporation in such manner
as is prescribed by the Code and the regulations thereunder. If
the Board of Directors voluntarily submits a proposed
modification, amendment, suspension or termination for
shareholder approval, such submission shall not require any
future modifications, amendments (whether or not relating to the
same provision or subject matter), suspensions or terminations
to be similarly submitted for shareholder approval.
7. Effectiveness of Plan
This Plan shall become effective on the date of its
adoption by the Corporation's Board of Directors, subject
however to approval by the shareholders of the Corporation in
the manner as prescribed in the Code and the regulations
thereunder. Options may be granted under this Plan prior to
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obtaining shareholder approval, provided such options shall not
be exercisable until shareholder approval is obtained.
8. General Conditions
(a) Nothing contained in this Plan or any option
granted pursuant to this Plan shall confer upon any employee the
right to continue in the employ of the Corporation or any
affiliated or subsidiary corporation or interfere in any way
with the rights of the Corporation or any affiliated or
subsidiary corporation of the Corporation to terminate his
employment in any way.
(b) Action by the Corporation constituting an offer
of stock for sale to any employee under the terms of the options
to be granted hereunder shall be deemed complete as of the date
when the Committee authorizes the grant of the option to the
employee, regardless of when the option is actually delivered to
the employee or acknowledged or agreed to by him.
(c) The term "parent corporation" and "subsidiary
corporation" as used throughout this Plan, and the options
granted pursuant to this Plan, shall (except as otherwise
provided in the option form) have the meaning that is ascribed
to that term when contained in Section 422(b) of the Code and
the regulations thereunder, and the Corporation shall be deemed
to be the grantor corporation for purposes of applying such
meaning.
(d) References in this Plan to the Code shall be
deemed to also refer to the corresponding provisions of any
future United States revenue law.
(e) The use of the masculine pronoun shall include
the feminine gender whenever appropriate.
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APPENDIX I
INCENTIVE STOCK OPTION
TO:
NAME
ADDRESS
DATE:
You are hereby granted an option, effective as of the date
hereof, to purchase shares of common stock, no par value
per share (the "Common Stock"), of
J & J Snack Foods Corp. (the "Corporation") at a price of $_____
per share pursuant to the Corporation's Stock Option Plan (the
"Plan") adopted by the Corporation's Board of Directors,
effective November 26, 2002. Your option price is intended to
equal at least the fair market value of the Common Stock as of
the date hereof. Your option may first be exercised on and
after three years from the date of this option, but not before
that time. The Committee may approve a reduction in this
waiting period, but in no event may the option be exercised
prior to one year from the date of this option. No fractional
shares shall be issued or delivered.
This option shall terminate and is not exercisable after
____________, 20__ (the "Scheduled Termination Date"), except if
terminated earlier as hereafter provided.
You may exercise your option by giving written notice to
the Secretary of the Corporation on forms supplied by the
Corporation at its then principal executive office, accompanied
by payment of the option price for the total number of shares
you specify that you wish to purchase. The payment may be in
any of the following forms: (a) cash, which may be evidenced by
a check; (b) certificates representing shares of Common Stock,
which will be valued by the Secretary of the Corporation at the
fair market value per share of the Common Stock (as determined
in accordance with the Plan) on the last trading day immediately
preceding the delivery of such certificates to the Corporation,
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accompanied by an assignment of the stock to the Corporation; or
(c) any combinations of cash and Common Stock valued as provided
in clause (b) Any assignment of stock shall be in a form and
substance satisfactory to the Secretary of the Corporation,
including guarantees of signature(s) and payment of all transfer
taxes if he deems such guarantees necessary or desirable. Your
option may be
exercised under the so-called "cashless" exercise provisions
set forth in 12 CFR [220.3(e)(4)] if arrangements, satisfactory
in all respects to the Corporation and approved in writing by
the Corporation, are made in advance of the option exercise.
The Corporation reserves the right to limit the number of shares
of the Common Stock used for purposes of the option exercise.
Your option will, to the extent not previously exercised by
you, terminate on the date either (i) except in the case of your
being employed by the Corporation for a period of in excess of
ten (10) years and you retire at your normal retirement age, you
cease to perform services for the Corporation or a subsidiary,
or (ii) the Corporation or a subsidiary corporation of the
Corporation delivers or receives notice of an intention to
terminate the employment relationship, regardless of whether or
not a different effective date of termination is provided in
such notice, whether such termination is voluntary or not, but
not if your termination is due to disability as defined in
Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), or death (but in no event shall the option
terminate later than the Scheduled Termination Date). After the
date your service or employment is terminated, as aforesaid, you
may not exercise this option. If you are employed by a
subsidiary corporation of the Corporation, your employment shall
be deemed to have terminated on the date your employer ceases to
be a subsidiary corporation of the Corporation, unless you are
on that date transferred to the Corporation or another
subsidiary corporation of the Corporation. Your employment
shall not be deemed to have terminated if you are transferred
from the Corporation to a subsidiary corporation of the
Corporation, or vice versa, or from one subsidiary corporation
of the Corporation to another subsidiary corporation of the
Corporation.
If you die while employed by the Corporation or a
subsidiary corporation of the Corporation, your legatee(s),
distributee(s), executor or administrator, as the case may be,
may, at any time within one year after the date of your death
(but in no event later than the Scheduled Termination Date),
exercise the option as to any shares which you had a right to
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purchase and did not purchase during your lifetime. If your
employment by the Corporation or a subsidiary corporation of the
Corporation is terminated by reason of your becoming disabled
(within the meaning of Section 22(e)(3) of the Code and the
regulations thereunder), you or your legal guardian or custodian
may at any time within one year after the date of such
termination (but in no event later than the Scheduled Terminated
Date), exercise the option as to any shares which you had a
right to purchase and did not purchase prior to such
termination. Your executor, administrator, guardian or
custodian must present proof of his authority satisfactory to
the Corporation prior to being allowed to exercise this option.
In the event of any change in the outstanding shares of the
Common Stock by reason of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation,
transfer of assets, reorganization, conversion or what the
Committee deems in its sole discretion to be similar
circumstances, the number and kind of shares subject to this
option and the option price of such shares will be appropriately
adjusted in a manner to be determined in the sole discretion of
the Committee.
This option is not transferable otherwise than by will or
the laws of descent and distribution, and is exercisable during
your lifetime only by you. Until the option price has been paid
in full pursuant to due exercise of this option and the
purchased shares are delivered to you, you do not have any
rights as a shareholder of the Corporation. The Corporation
reserves the right not to deliver to you the shares purchased by
virtue of the exercise of this option during any period of time
in which the Corporation deems, in its sole discretion, that
such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.
Notwithstanding anything to the contrary contained herein,
this option is not exercisable if the following event occurs and
during the following periods of time:
During any period of time in which the Corporation
deems that the exercisability of this option, the
offer to sell the shares optioned hereunder, or the
sale hereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may
cause the Corporation to be legally obligated to issue
or sell more shares than the Corporation is legally
entitled to issue or sell.
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At the time of issuance of securities pursuant to this
Plan, the Corporation may require such restrictions, legends or
other provisions as it deems necessary to comply with any
federal or state securities law.
It is the intention of the Corporation and you that this
option shall, if possible, be an "incentive stock option" as
that is used in Section 422 of the Code and the regulations
thereunder. In the event this option is in any way inconsistent
with the legal requirements of the Code or the regulations
thereunder for an "incentive stock option," this option shall be
deemed automatically amended as of the date hereof to conform to
such legal requirements, if such conformity may be achieved by
amendment.
This option shall be subject to the terms of the Plan in
effect on the date this option is granted, which terms are
hereby incorporated herein by reference and made a part hereof.
In the event of any conflict between the terms of this option
and the terms of the Plan in effect on the date of this option,
the terms of the Plan shall govern. This option constitutes the
entire understanding between the Corporation and you with
respect to the subject matter hereof and no amendment,
modification or waiver of this option, in whole or in part,
shall be binding upon the Corporation unless in writing or
signed by the Chief Executive Officer of the Corporation. This
option and the performances of the parties hereunder shall be
construed in accordance with and governed by the laws of the
State of New Jersey.
This option is void unless a signed copy of the option
together with a signed copy of a "Mutual Agreement to Arbitrate
Claims" is returned to the Corporation no later than
________________, 200_.
Agreements by the Recipient
In addition to such other conditions as may be established
by the Committee, in consideration of the granting of stock
options under the terms of this Plan, the recipient agrees as
follows:
(a) The right to exercise any stock option shall be
conditional upon certification by the recipient at time of
exercise that the recipient intends to remain in the employ of
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the Corporation or one of its subsidiaries (except in cases of
retirement or disability) for at least one (l) year following
the date of the exercise of the stock option, and
(b) In order to better protect the goodwill of the
Corporation and its subsidiaries and to prevent the disclosure
of the Corporation's or its subsidiaries' trade secrets and
confidential information and thereby help insure the long-term
success of the business, the recipient, without prior written
consent of the Corporation, will not engage in any activity or
provide any services, whether as a director, manager,
supervisor, employee, adviser, consultant or otherwise, for a
period of three (3) years following the date of the granting of
a stock option in connection with the manufacture, development,
advertising, promotion, or sale of any product which is the same
as or similar to or competitive with any products of the
Corporation or its subsidiaries (including both existing
products as well as products known to the recipient, as a
consequence of the recipient's employment with the Corporation
or one of its subsidiaries, to be in development):
(1) with respect to which the recipient's work
has been directly concerned at any time during the two (2) years
preceding termination of employment with the Corporation or one
of its subsidiaries or
(2) with respect to which during that period of
time the recipient, as a consequence of the recipient's job
performance and duties, acquired knowledge of trade secrets or
other confidential information of the Corporation or its
subsidiaries.
For purposes of this section, it shall be conclusively presumed
that recipients have knowledge of information they were directly
exposed to through actual receipt or review of memos or
documents containing such information, or through actual
attendance at meetings at which such information was discussed
or disclosed.
(c) The provisions of this Article are not in lieu
of, but are in addition to the continuing obligation of the
recipient (which recipient hereby acknowledges) to not use or
disclose the Corporation's or its subsidiaries' trade secrets
and confidential information known to the recipient until any
particular trade secret or confidential information become
generally known (through no fault of the recipient), whereupon
the restriction on use and disclosure shall cease as to that
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item. Information regarding products in development, in test
marketing or being marketed or promoted in a discrete geographic
region, which information the Corporation or one of its
subsidiaries is considering the broader use, shall not be deemed
generally known until such broader use is actually commercially
implemented. As used in this Article, "generally known" means
known throughout the domestic U.S. industry or, in the case of
recipient who have job responsibilities outside of the United
States, the appropriate foreign country or countries' industry.
(d) By acceptance of any offered stock option granted
under the terms of this Plan, the recipient acknowledges that if
the recipient were, without authority, to use or disclose the
Corporation's or any of its subsidiaries' trade secrets or
confidential information or threaten to do so, the Corporation
or one of its subsidiaries would be entitled to injunctive and
other appropriate relief to prevent the recipient from doing so.
The recipient acknowledges that the harm caused to the
Corporation by the breach or anticipated breach of this Article
is by its nature irreparable because, among other things, it is
not readily susceptible of proof as to the monetary harm that
would ensue. The recipient consents that any interim or final
equitable relief entered by a court of competent jurisdiction
shall, at the request of the Corporation or one of its
subsidiaries, be entered on consent and enforced by any court
having jurisdiction over the recipient, without prejudice to any
rights either party may have to appeal from the proceedings
which resulted in any grant of such relief.
(e) If any of the provisions contained in this
Article shall for any reason, whether by application of existing
law or law which may develop after the recipient's acceptance of
an offer of the granting of stock appreciation rights or stock
options, be determined by a court of competent jurisdiction to
be overly broad as to scope of activity, duration, or territory,
the recipient agrees to join the Corporation or any of its
subsidiaries in requesting such court to construe such provision
by limiting or reducing it so as to be enforceable to the extent
compatible with then applicable law. If any one or more of the
terms, provisions, covenants, or restrictions of this Article
shall be determined by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms,
provisions, covenants, and restrictions of this Article shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated.
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Please sign the copy of this option and return it to the
Corporation's Secretary, thereby indicating your understanding
of and agreement with its terms and conditions.
J & J SNACK FOODS CORP.
(SEAL) BY:
NAME: Gerald B. Shreiber
TITLE: President
I hereby acknowledge receipt of a copy of the foregoing
stock option and, having read it hereby signify my understanding
of, and my agreement with, its terms and conditions.
______________________________ ______________________________
(Signature) (Date)
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APPENDIX II
NON-QUALIFIED STOCK OPTION
TO:
NAME
ADDRESS
DATE: _______________
You are hereby granted an option, effective as of the date
hereof, to purchase _______ shares of Common Stock, no par value
per share (the "Common Stock"), of J & J Snack Foods Corp. (the
"Corporation") at a price of $_______ per share pursuant to the
Corporation's Stock Option Plan (the "Plan") adopted by the
Corporation's Board of Directors, effective November 26, 2002.
Your option may first be exercised on and after one year from
the date of this option but not before that time. This option
shall terminate and is not exercisable after _________, 20__
(the "Scheduled Termination Date"), except if terminated earlier
as hereafter provided.
You may exercise your option by giving written notice to
the Secretary of the Corporation on forms supplied by the
Corporation at its then principal executive office, accompanied
by payment of the option price for the total number of shares
you specify that you wish to purchase. The payment may be in
any of the following forms: (a) cash, which may be evidenced by
a check; (b) certificates representing Common Stock which will
be valued by the Secretary of the Corporation at the fair market
value per share of the Common Stock (as determined in accordance
with the Plan) on the last trading day immediately preceding the
delivery of such certificates to the Corporation, accompanied by
an assignment of the stock to the Corporation; or (c) any
combination of cash and Common Stock valued as provided in
clause (b). Any assignment of stock shall be in a form and
substance satisfactory to the Secretary of the Corporation,
including guarantees of signature(s) and payment of all transfer
taxes if he deems such guarantees necessary or desirable. Your
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option may be exercised under the so-called "cashless" exercise
provisions set forth in 12 CFR [220.3(e)(4)] if arrangements,
satisfactory in all respects to the Corporation and approved in
writing by the Corporation, are made in advance of the option
exercise. The Corporation reserves the right to limit the
number of shares of the Common Stock used for purposes of the
option exercise.
Your option will, to the extent not previously exercised by
you, terminate on the date either (i) except in the case of your
being employed by the Corporation for a period of in excess of
ten (10) years and you retire at your normal retirement age, you
cease to perform services for the Corporation or a subsidiary,
or (ii) the Corporation or a subsidiary corporation of the
Corporation delivers or receives notice of an intention to
terminate the employment relationship, regardless of whether or
not a different effective date of termination is provided in
such notice, whether such termination is voluntary or not, but
not if your termination is due to disability as defined in
Section 22(e)(3) of the Internal Revenue Code of 1986, as
amended (the "Code"), or death (but in no event would the option
terminate later than the Scheduled Termination Date). After the
date your service or employment is terminated, as aforesaid, you
may not exercise this option. If you are employed by a
subsidiary corporation of the Corporation, your employment shall
be deemed to have terminated on the date your employer ceases to
be a subsidiary corporation of the Corporation, unless you are
on that date transferred to the Corporation or another
subsidiary corporation of the Corporation. Your employment
shall not be deemed to have terminated if you are transferred
from the Corporation to a subsidiary corporation of the
Corporation, or vice versa, or from one subsidiary corporation
of the Corporation to another subsidiary corporation of the
Corporation.
If you die while employed by the Corporation or a
subsidiary corporation of the Corporation, your legatee(s),
distributee(s), executor or administrator, as the case may be,
may, at any time within one year after the date of your death
(but in no event later than the Scheduled Termination Date),
exercise the option as to any shares which you had a right to
purchase and did not purchase during your lifetime. If your
employment by the Corporation or a subsidiary corporation of the
Corporation is terminated by reason of your becoming disabled
(within the meaning of Section 22(e)(3) of the Code and the
regulations thereunder), you or your legal guardian or custodian
may at any time within one year after the date of such
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termination (but in no event later than the Scheduled Terminated
Date), exercise the option as to any shares which you had a
right to purchase and did not purchase prior to such
termination. Your executor, administrator, guardian or
custodian must present proof of his authority satisfactory to
the Corporation prior to being allowed to exercise this option.
In the event of any change in the outstanding shares of the
Common Stock by reason of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation,
transfer of assets, reorganization, conversion or what the
Committee deems in its sole discretion to be similar
circumstances, the number and kind of shares subject to this
option and the option price for such shares will be
appropriately adjusted in a manner to be determined in the sole
discretion of the Committee.
This option is not transferable otherwise than by will or
the laws of descent and distribution, and is exercisable during
your lifetime only by you. Until the option price has been paid
in full pursuant to due exercise of this option and the
purchased shares are delivered to you, you do not have any
rights as a shareholder of the Corporation. The Corporation
reserves the right not to deliver to you the shares purchased by
virtue of exercise of this option during any period of time in
which the Corporation deems, in its sole discretion, that such
delivery would violate a federal, state, local or securities
exchange rule, regulation or law.
Notwithstanding anything to the contrary contained herein,
this option is not exercisable if the following event occurs and
during the following periods of time:
During any period of time in which the Corporation
deems that the exercisability of this option, the
offer to sell the shares optioned hereunder, or the
sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may
cause the Corporation to be legally obligated to issue
or sell more shares than the Corporation is legally
entitled to issue or sell.
At the time of issuance of securities pursuant to this
Plan, the Corporation may require such restrictions, legends or
other provisions as it deems necessary to comply with any
federal or state securities law.
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It is the intention of the Corporation and you that this
option shall not be an "incentive stock option" as that term is
used in Section 422 of the Code and the regulations thereunder.
This option shall be subject to the terms of the Plan in
effect on the date this option is granted, which terms are
hereby incorporated herein by reference and made a part hereof.
In the event of any conflict between the terms of this option
and the terms of the Plan in effect on the date of this option,
the terms of the Plan shall govern. This option constitutes the
entire understanding between the Corporation and you with
respect to the subject matter hereof and no amendment,
modification or waiver of this option, in whole or in part,
shall be binding upon the Corporation unless in writing and
signed by the Chief Executive Officer of the Corporation. This
option and the performances of the parties hereunder shall be
construed in accordance with and governed by the laws of the
State of New Jersey.
Please sign the copy of this option and return it to the
Corporation's Secretary, thereby indicating your understanding
of and agreement with its terms and conditions.
J & J SNACK FOODS CORP.
(SEAL) BY: ________________________________
NAME: Gerald B. Shreiber
TITLE: President
I hereby acknowledge receipt of a copy of the foregoing stock
option and, having read it hereby signify my understanding of,
and my agreement with, its terms and conditions.
______________________________ ______________________________
(Signature) (Date)
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