EXHIBIT 10.2
NON-QUALIFIED STOCK OPTION
AGRIBRANDS INTERNATIONAL, INC. (the "Company"), effective May 29, 1998,
grants this Non-Qualified Stock Option to _________________ ("Optionee") to
purchase a total of _____________shares of Agribrands International, Inc. Common
Stock ("Agribrands Stock") at a price of $34.25 per share pursuant to its 1998
Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan and the
following terms, Optionee may exercise this Option from time to time by
tendering to the Company written notice of exercise together with the purchase
price in cash, or in shares of Agribrands Stock at their Fair Market Value as
determined by the Nominating and Compensation Committee (the "Committee"), or
both.
1. Normal Exercise. This Option becomes exercisable on May 29, 2003. This
Option remains exercisable through May 28, 2008, unless Optionee is no
longer employed by the Company, in which case the Option is exercisable
only in accordance with the provisions of Section 3 below.
2. Acceleration. Notwithstanding the above, this Option is fully exercisable
before the normal exercise dates set forth in Section 1 hereof upon the
occurrence of any of the following events while Optionee is employed by the
Company.
a. Death of Optionee;
b. Declaration of Optionee's Disability;
c. The voluntary termination of employment of Optionee at or after
attainment of age 62;
d. The involuntary termination of employment of Optionee, other than a
Termination for Cause, including but not limited to, the sale or other
disposition of the stock of the Company or of substantially all of the
assets of the Company; or
e. A Change of Control.
3. Exercise After Certain Events. Upon the occurrence of any of the events
described below, any shares exercisable on the date of such event shall
remain exercisable during the period stated below, but, in any event, not
later than May 28, 2008:
a. If Optionee's employment is terminated due to death, Disability or
retirement at or after attainment of age 62, if no event of forfeiture
occurs, such shares shall remain exercisable for three (3) years
thereafter;
b. If Optionee's employment is involuntarily terminated for reasons other
than Termination for Cause, such shares shall remain exercisable for
six (6) months thereafter; or
c. When, prior to a Change of Control, there has occurred an event of
forfeiture as defined in Section 4 herein, the Option, to the extent
exercisable, shall remain exercisable for thirty (30) days thereafter.
4. Forfeiture. Prior to a change of Control, this Option is subject to
forfeiture upon the occurrence of one of the following events:
a. The Optionee's employment is Terminated for Cause; or
b. Optionee engages in competition with the Company or an Affiliate.
If there is an event of forfeiture, the portion of the Option that is
exercisable at that time may be exercised as set forth in Section 3 hereof.
5. Definitions. Unless otherwise defined in this Non-Qualified Stock Option,
defined terms used herein shall have the same meaning as set forth in the
Plan.
"Disability" shall mean a mental or physical disability as, in
the opinion of the Committee, will prevent an Optionee from ever
resuming work of the same general nature as that which he performed
for the Company prior to his disability.
"Termination for Cause" shall mean Optionee's termination of
employment with the Company because of the willful engaging by
Optionee in gross misconduct; provided, however, that a Termination
for Cause shall not include termination attributable to (i) poor work
performance, bad judgment or negligence on the part of Optionee, (ii)
an act or omission believed by Optionee in good faith to have been in
or not opposed to the best interests of the Company and reasonably
believed by Optionee to be lawful, or (iii) the good faith conduct of
Optionee in connection with a Change of Control (including opposition
to or support of such Change of Control).
6. Severability. The invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of
this Non-Qualified Stock Option, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, the Company and
Optionee each waive any provision of law that renders any provision hereof
invalid, prohibited or unenforceable in any respect. If any provision of
this Option is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of
the parties to the extent possible.
7. Adjustments. Upon any extraordinary dividend, stock split-up, stock
dividend, issuance of any targeted stock, recapitalization, warrant or
rights issuance or combination, exchange or reclassification with respect
to any outstanding class or series of Stock, or consolidation, merger or
sale of all or substantially all of the assets of the Company, the
Committee shall cause appropriate adjustments to be made to the terms of
this Award.
ACKNOWLEDGED AND ACCEPTED: AGRIBRANDS INTERNATIONAL, INC.
By:
Optionee David R. Wenzel
Chief Financial Officer
Date
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