NON-QUALIFIED STOCK OPTION AGREEMENT
pursuant to the
KASH N' KARRY FOOD STORES, INC.
1995 NON-EMPLOYEE DIRECTOR STOCK OPTION PLAN
* * * * *
Optionee:
Date of Grant: March 9, 1995
Expiration Date: March 8, 2005
* * * * *
Level One Grants:
Number of Level One Option Shares: 3,000
Exercise Price: $15.00 Per Share
Level Two Grants:
Number of Level Two Option Shares: 3,000
Exercise Price: $20.00 Per Share
* * * * *
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this
"Agreement"), dated as of the Date of Grant specified above, is
entered into by and between Kash n' Karry Food Stores, Inc., a
Delaware corporation (the "Company"), and the Optionee specified
above, pursuant to the Kash n' Karry Food Stores, Inc. 1995 Non-
Employee Director Stock Option Plan, as in effect and as amended
from time to time (the "Plan"); and
WHEREAS, it has been determined under the Plan that it
would be in the best interests of the Company to grant the non-
qualified stock options provided for herein to the Optionee;
NOW, THEREFORE, in consideration of the mutual
covenants and premises hereinafter set forth and for other good
and valuable consideration, the parties hereto hereby mutually
covenant and agree as follows:
1. Incorporation By Reference; Plan Document Receipt.
This Agreement is subject in all respects to the terms and
provisions of the Plan (including, without limitation, any
amendments thereto adopted at any time and from time to time if
such amendments are expressly intended to apply to the grant of
the Award hereunder), all of which terms and provisions are made
a part of and incorporated in this Agreement as if they were each
expressly set forth herein. Any capitalized term not defined in
this Agreement shall have the same meaning as is ascribed thereto
under the Plan. The Optionee hereby acknowledges receipt of a
true copy of the Plan and that the Optionee has read the Plan
carefully and fully understands its content. In the event of any
conflict between the terms of this Agreement and the terms of the
Plan, the terms of the Plan shall control.
2. Grant of Options. The Company hereby grants to the
Optionee, as of the Date of Grant specified above, non-qualified
stock options (collectively, the "Options") to acquire from the
Company, at the exercise price of $15.00 per share, 3,000 shares
of Common Stock (the "Level One Option Shares"), and at the
exercise price of $20.00 per share, 3,000 shares of Common Stock
(the "Level Two Option Shares") (collectively, the "Option
Shares"). The Options are not to be treated as (and are not
intended to qualify as) incentive stock options within the
meaning of Section 422 of the Code.
3. Exercise of the Options.
3.1. Exercisability. The Options shall become
exercisable in accordance with and to the extent provided by the
terms and provisions of Section 6 of the Plan.
3.2. Expiration Date. Unless earlier terminated in
accordance with the terms and provisions of the Plan and/or this
Agreement, the Options shall expire and shall no longer be
exercisable after the Expiration Date specified above.
3.3. No Fractional Shares. In no event shall the
Options be exercisable for a fractional share of Common Stock.
3.4. Acceleration of Exercisability. Notwithstanding
any contrary provision herein, the vesting and exercisability of
the Options shall be accelerated, in accordance with Section 9 of
the Plan, upon the occurrence of a Change of Control of the
Company.
4. Method of Exercise and Payment. The Options shall be
exercised by the Optionee by delivering to the Secretary of the
Company or his designated agent on any business day a written
notice of exercise, in such manner and form as may be required by
the Company, specifying the number of the Option Shares the
Optionee then desires to purchase (the "Exercise Notice"). The
Exercise Notice shall be accompanied by payment in full in an
amount equal to the product of (a) the exercise price per share
specified above, multiplied by (b) the number of Option Shares
specified in the Exercise Notice. Such payment shall be made in
the manner set forth in Section 5.6 of the Plan.
5. Termination. These Options shall terminate and be of
no force or effect in accordance with and to the extent provided
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by the terms and provisions of Section 5.7 of the Plan. In any
event, these Options shall terminate on the Expiration Date.
6. Non-transferability. These Options, and any rights or
interests therein, shall not be sold, exchanged, transferred,
assigned or otherwise disposed of in any way at any time by the
Optionee (or any beneficiary(ies) of the Optionee), other than by
testamentary disposition by the Optionee or the laws of intestate
succession. These Options shall not be pledged, encumbered or
otherwise hypothecated in any way at any time by the Optionee (or
any beneficiary(ies) of the Optionee) and shall not be subject to
execution, attachment or similar legal process. Any attempt to
sell, exchange, pledge, transfer, assign, encumber or otherwise
dispose of or hypothecate these Options, or the levy of any
execution, attachment or similar legal process upon these
Options, contrary to the terms of this Agreement and/or the Plan
shall be null and void and without legal force or effect. The
Options shall be exercisable during the Optionee's lifetime only
by the Optionee.
7. Entire Agreement; Amendment. This Agreement contains
the entire agreement between the parties hereto with respect to
the subject matter contained herein, and supersedes all prior
agreements or prior understandings, whether written or oral,
between the parties relating to such subject matter. This
Agreement may only be modified or amended by a writing signed by
both the Company and the Optionee.
8. Miscellaneous.
8.1. Notices. Any Exercise Notice or other notice
which may be required or permitted under this Agreement shall be
in writing, and shall be delivered in person or via facsimile
transmission, overnight courier service or certified mail, return
receipt requested, postage prepaid, properly addressed as
follows:
If such notice is to the Company:
To the attention of the Secretary of Kash n' Karry Food
Stores, Inc., at P.O. Box 11675, Tampa, Florida 33680 (for
delivery via U.S. mail), at 6422 Harney Road, Tampa, Florida
33610 (for delivery in person or via overnight courier
service), or at (813) 626-9550 (for delivery via facsimile
transmission), or at such other address as the Company, by
notice to the Optionee, shall designate in writing from time
to time.
If such notice is to the Optionee:
At his or her address as shown on the Company's
records, or at such other address as the Optionee, by notice
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to the Company, shall designate in writing from time to
time.
8.2. Governing Law. This Agreement shall be governed by
and construed in accordance with the laws of the State of
Delaware, without reference to the principles of conflict of laws
thereof.
8.3. Compliance with Laws. The issuance of these Options
(and the Option Shares upon exercise of the Options) pursuant to
this Agreement shall be subject to, and shall comply with, any
applicable requirements of any federal and state securities laws,
rules and regulations (including, without limitation, the
provisions of the Securities Act of 1933, the Exchange Act and
the respective rules and regulations promulgated thereunder) and
any other law or regulation applicable thereto. The Company
shall not be obligated to issue these Options or any of the
Option Shares, or make any payment, pursuant to this Agreement if
any such action would violate any such requirements.
8.4. Binding Agreement; Assignment. This Agreement shall
inure to the benefit of, be binding upon, and be enforceable by
the Company and its successors and assigns. The Optionee shall
not assign any part of this Agreement without the prior express
written consent of the Company.
8.5. Counterparts. This Agreement may be executed in one
or more counterparts, each of which shall be deemed to be an
original, but all of which shall constitute one and the same
instrument.
8.6. Headings. The titles and headings of the various
sections of this Agreement have been inserted for convenience of
reference only and shall not be deemed to be a part of this
Agreement.
8.7. Further Assurances. Each party hereto shall do and
perform (or shall cause to be done and performed) all such
further acts and shall execute and deliver all such other
agreements, certificates, instruments and documents as any party
hereto reasonably may request in order to carry out the intent
and accomplish the purposes of this Agreement and the Plan and
the consummation of the transactions contemplated thereunder.
8.8. Severability. The invalidity or unenforceability of
any provisions of this Agreement in any jurisdiction shall not
affect the validity, legality or enforceability of the remainder
of this Agreement in such jurisdiction or the validity, legality
or enforceability of any provision of this Agreement in any other
jurisdiction, it being intended that all rights and obligations
of the parties hereunder shall be enforceable to the fullest
extent permitted by law.
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IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer, and the
Optionee has hereunto set his hand, all as of the Date of Grant
specified above.
KASH N' KARRY FOOD STORES, INC.
By:__________________________________
Ronald E. Johnson, President
_____________________________________
Print Name:
Optionee
20/LWH/KNK.SEC/S1.95/EX-10-7B.ASC
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