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EXHIBIT 10.13
THIRD AMENDMENT TO THE
1997 EQUITY PARTICIPATION PLAN OF
WEIDER NUTRITION INTERNATIONAL, INC.
Weider Nutrition International, Inc., a corporation organized under the
laws of the State of Delaware (the "Corporation"), originally adopted the 1997
Equity Participation Plan of Weider Nutrition International, Inc. (the "Plan")
effective as of February 28, 1997 and the Plan, as amended, was approved by the
stockholders of the Corporation on October 29, 1998. Section 10.2 of the Plan
allows the Board of Directors of the Corporation to amend the Plan in certain
respects at any time or from time to time.
In order to revise the terms for options granted to Independent Directors
and to amend the Plan in certain other respects, this Third Amendment to the
Plan has been adopted by the Corporation, effective as set forth herein.
1. Effective October 3, 2001, Section 3.4(d) of the Plan is hereby amended
in its entirety to read as follows:
"(d) During the term of the Plan, Independent Directors shall be
granted Options as follows:
(i) Each person who is an Independent Director as of the date of
the consummation of the initial public offering of Common Stock
automatically shall be granted (1) an Option to purchase twenty thousand
(20,000) shares of Common Stock (subject to adjustment as provided in
Section 10.3) on the date of such initial public offering and (2) an Option
to purchase twelve thousand five hundred (12,500) shares of Common Stock
(subject to adjustment as provided in Section 10.3) on each anniversary of
such date on which such Independent Director is then serving as such.
(ii) A person who is initially elected or appointed to the Board
after the consummation of the initial public offering of Common Stock and
who is an Independent Director at the time of such initial election or
appointment automatically shall be granted (1) an Option to purchase twenty
thousand (20,000) shares of Common Stock (subject to adjustment as provided
in Section 10.3) on the date of such initial election or appointment and
(2) an Option to purchase twelve thousand five hundred (12,500) shares of
Common Stock (subject to adjustment as provided in Section 10.3) on each
anniversary of such date on which such Independent Director is then serving
as such. Members of the Board who are employees of the Company who
subsequently retire from the Company and remain on the Board will not
receive an initial Option grant pursuant to clause (1) of the preceding
sentence, but to the extent that they are otherwise eligible, will receive,
after Termination of Employment, Options as described in clause (2) of the
preceding sentence on each anniversary of the date of Termination of
Employment.
(iii) As soon as practicable after October 3, 2001, each
Independent Director who has been a member of the Board for a term of three
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consecutive years ("Three Year Term") on or prior to October 3, 2001, shall
be granted an Option to purchase fifteen thousand (15,000) shares of Common
Stock (subject to adjustment as provided in Section 10.3). Each Independent
Director who has not been a member of the Board for a Three Year Term prior
to October 3, 2001 or who is elected or appointed to the Board after
October 3, 2001 shall be granted an Option to purchase fifteen thousand
(15,000) shares of Common Stock (subject to adjustment as provided in
Section 10.3) upon the completion of a Three Year Term. Upon an Independent
Director's completion of any one or more additional Three Year Terms
(following the grant described above in this Section 3.4(d)(iii)), such
Independent Director shall be granted an additional Option to purchase
fifteen thousand (15,000) shares of Common Stock (subject to adjustment as
provided in Section 10.3).
2. Effective as of October 3, 2001, the following Section 3.4(e) shall be
added to the Plan:
"(e) Through December 31, 2001, the Board shall have the authority to
grant to Independent Directors Options to purchase an aggregate of sixty
thousand (60,000) shares of Common Stock, subject to the terms set forth in
Article IV."
3. Effective for grants of Options made on or after July 1, 2001, Section
4.4(a) of the Plan is hereby amended in its entirety to read as follows:
"(a) The period during which the right to exercise an Option in whole
or in part vests in the Optionee shall be set by the Committee and the
Committee may determine that an Option may not be exercised in whole or in
part for a specified period after it is granted; provided, however, that,
unless the Committee otherwise provides in the terms of the Option or
otherwise, no Option shall be exercisable by any Optionee who is then
subject to Section 16 of the Exchange Act within the period ending six
months and one day after the date the Option is granted; and provided,
further, that, except for an Option granted under Section 3.4(d)(iii),
Options granted to Independent Directors shall become exercisable in
cumulative annual installments of thirty-three and one-third percent
(33.33%) on each of the first, second, and third anniversaries of the date
of Option grant, without variation or acceleration hereunder except as
provided in Section 10.3(b), and Options granted to Independent Directors
under Section 3.4(d)(iii) shall be exercisable immediately upon the date of
Option grant. At any time after grant of an Option, the Committee may, in
its sole and absolute discretion and subject to whatever terms and
conditions it selects, accelerate the period during which an Option (except
an Option granted to an Independent Director) vests."
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Executed at Salt Lake City, Utah as of October __, 2001.
WEIDER NUTRITION INTERNATIONAL, INC.
By: ________________________________
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