Exhibit 10.19
UAP HOLDING CORP.
2004 Non-Executive Directors Stock Option Plan
ARTICLE I
PURPOSE OF THE PLAN
The purpose of the UAP HOLDING CORP. 2004 NON-EXECUTIVE DIRECTORS STOCK OPTION PLAN (the " Plan" ) is (a) to further the growth and success of UAP Holding Corp., a Delaware corporation (the " Company" ), and its Subsidiaries (as hereinafter defined) by enabling directors of the Company or any of its Subsidiaries to acquire Shares (as hereinafter defined), thereby increasing their personal interest in such growth and success, and (b) to provide a means of rewarding outstanding performance by such persons to the Company and/or its Subsidiaries. Options granted under the Plan (the " Options" ) shall be nonqualified stock options (" NSOs" ). In this Plan, the terms " Parent" and " Subsidiary" mean " Parent Corporation" and " Subsidiary Corporation," respectively, as such terms are defined in Sections 424(e) and (f' ) of the Internal Revenue Code of 1986, as amended (the " Code" ). Unless the context otherwise requires, any NSO is referred to in this Plan as an " Option" .
ARTICLE II
DEFINITIONS
As used in the Plan, the following terms shall have the meanings set forth below:
" Affiliate" means with respect to any Person, any other Person that, directly or indirectly through one or more intermediaries Controls, is Controlled by, or is under common Control with, such Person and/or one or more Affiliates thereof. The term " Control" includes, without limitation, the possession, directly or indirectly, of the power to direct the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise. The term " Affiliate" shall not include at any time any portfolio company of Apollo Management V, L.P. or any of its Affiliates.
" Board" has the meaning set forth in Section 3.1 hereof.
" Capital Stock" means any and all shares, interests, participation or other equivalents (however designated) of corporate stock, including all Common Stock and preferred stock.
" Cause" means, with respect to termination of the employment of any Optionee by the Company: (i) if such Optionee is at the time of termination a party to an employment or retention agreement with the Company which defines such term, the meaning given therein, and (ii) in all other cases, the termination by the Company of an Optionee' s employment based on such Optionee' s (a) commission of a crime of moral turpitude or a felony that involves financial misconduct or moral turpitude or has resulted, or reasonably could be expected to result, in any adverse publicity regarding the Optionee or the Company or economic injury to the Company, (b) dishonesty or willful commission or omission of any action that has resulted, or reasonably could be expected to result, in any adverse publicity regarding the Optionee or the Company or has caused, or reasonably could be expected to cause, demonstrable and serious economic injury to the Company or (c) material breach of any agreement entered into between the Optionee and the Company or any of its Subsidiaries or Affiliates after notice and a reasonable opportunity to
cure (if such breach can be cured). For purposes hereof, no act or omission shall be considered willful unless committed in bad faith or without a reasonable belief that the act or omission was in the best interests of the Company.
" Closing Date" means November 24, 2003.
" Code" has the meaning set forth in Article I hereof.
" Committee" has the meaning set forth in Section 3.1 hereof.
" Common Stock" means the common stock of the Company, par value $0.001 per share.
" Company" has the meaning set forth in Article I hereof.
" Effective Date" has the meaning set forth in Section 10.2 hereof.
" Exchange Act" means the Securities Exchange Act of 1934, as amended.
" Investor" means Apollo Investment Fund V, L.P., Apollo Overseas Partners V, L.P., or any investment fund managed by Apollo Management V, L.P. or any of its Affiliates, and any of their successors and assigns.
" Investor Investment" means direct or indirect investments in Shares, preferred stock or other securities of the Company made by the Investor on or after the Closing Date.
" Investor Rights Agreement" means the Investor Rights Agreement, dated as of the Closing Date, among the Company and the holders party thereto, as it is amended, supplemented or restated from time to time.
" Notice" has the meaning set forth in Section 8.2 hereof.
" NSOs" has the meaning set forth in Article I hereof.
" Option" has the meaning set forth in Article I hereof.
" Option Agreement" has the meaning set forth in Section 5.2 hereof.
" Option Price" has the meaning set forth in Section 6.1 hereof.
" Option Shares" has the meaning set forth in Section 8.2(b) hereof.
" Optionees" has the meaning set forth in Section 5.l(a).
" Person" shall be construed broadly and shall include, without limitation, an individual, a partnership, a corporation, an association, a joint stock company, a limited liability company, a trust, a joint venture, an unincorporated organization and a governmental entity or any department, agency or political subdivision thereof.
" Plan" has the meaning set forth in Article I hereof.
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" Public Offering" means the closing of a public offering of Common Stock pursuant to a registration statement declared effective under the Securities Act, except that a Public Offering shall not include an offering made in connection with an employee benefit plan or made primarily to employees or consultants of the Company.
" Realization Event" means (a) the consummation of a Sale of the Company or (b) any transaction or series of related transactions in which the Investor sells at least 50% of the Shares directly or indirectly acquired by it and at least 50% of the aggregate of all Investor Investments.
" Reorganization" has the meaning set forth in Section 9.1 hereof.
" Reserved Shares" means, at any time, an aggregate of 15,000 Shares.
" Sale of the Company" means the sale of the Company to one or more Independent Third Parties, pursuant to which such party or parties acquire (a) Capital Stock of the Company possessing the voting power to elect a majority of the Board (whether by merger, consolidation or sale or transfer of the Company' s Capital Stock) or (b) all or substantially all of the Company' s assets determined on a consolidated basis.
" Securities Act" means the Securities Act of 1933, as amended.
" Shares" means shares of Common Stock.
" Subsidiary" means any corporation or other entity of which the Company owns securities or interests having a majority, directly or indirectly, of the ordinary voting power in electing the board of directors or managers thereof.
" Termination Date" means the tenth anniversary of the Effective Date.
" Termination of Relationship" means (a) if the Optionee is an employee of the Company or any Subsidiary, the termination of the Optionee' s employment with the Company and its Subsidiaries for any reason; (b) if the Optionee is a consultant to the Company or any Subsidiary, the termination of the Optionee' s consulting relationship with the Company and its Subsidiaries for any reason; and (c) if the Optionee is a director of the Company or any Subsidiary, the termination of the Optionee' s service as a director of such Company or Subsidiary for any reason.
" Vested Options" means Options that have vested in accordance with the applicable Option Agreement.
ARTICLE III
ADMINISTRATION OF THE PLAN; SHARES SUBJECT TO THE PLAN
3.1 Committee .
The Plan shall be administered by the Board of Directors of the Company (the " Board" ) or the Compensation Committee (the " Committee" ) appointed from time to time by the Board.
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The term " Committee" shall, for all purposes of the Plan other than this Article III, be deemed to refer to the Board if the Board is administering the Plan.
3.2 Procedures .
The Committee shall adopt such rules and regulations as it shall deem appropriate concerning the holding of meetings and the administration of the Plan. The entire Committee shall constitute a quorum and the actions of the entire Committee ...
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