2003 Non-employee Directors' Stock Plan

EXHIBIT 10.18


CENTENNIAL SPECIALTY FOODS CORPORATION


2003 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN


Adopted: April 15, 2003
Approved By Stockholders: April 16, 2003
Effective Date: June 1, 2003
Termination Date: None


1. PURPOSES.


(a) Eligible Option Recipients. The persons eligible to receive Options are the Non-Employee Directors of the Company.


(b) Available Options. The purpose of the Plan is to provide a means by which Non-Employee Directors may be given an opportunity to benefit from increases in value of the Common Stock through the granting of Nonstatutory Stock Options.


(c) General Purpose. The Company, by means of the Plan, seeks to retain the services of its Non-Employee Directors, to secure and retain the services of new Non-Employee Directors and to provide incentives for such persons to exert maximum efforts for the success of the Company and its Controlled Corporations.


2. DEFINITIONS.


(a) "Accountant" means the independent public accountants of the Company.


(b) "Affiliate" means any parent corporation or subsidiary corporation of the Company, whether now or hereafter existing, as those terms are defined in Sections 424(e) and (f), respectively, of the Code.


(c) "Annual Grant" means an Option granted annually to a Non-Employee Director who meets the specified criteria pursuant to subsection 6(b) of the Plan.


(d) "Annual Meeting" means the annual meeting of the stockholders of the Company.


(e) "Board" means the Board of Directors of the Company.


(f) "Change In Control" means the occurrence, in a single transaction or in a series of related transactions, of any one or more of the following events after the IPO Date:


(i) any Exchange Act Person becomes the Owner, directly or indirectly, of securities of the Company representing more than fifty percent (50%) of the combined voting power of the Company's then outstanding securities other than by virtue of a merger, consolidation or similar transaction;


(ii) there is consummated a merger, consolidation or similar transaction involving (directly or indirectly) the Company and, immediately after the consummation of such merger, consolidation or similar transaction, the stockholders of the Company immediately prior thereto do not Own, directly or indirectly, outstanding voting securities representing more than fifty percent (50%) of the combined outstanding voting power of the surviving Entity in such merger, consolidation or similar transaction or more than fifty percent (50%) of the combined outstanding voting power of the parent of the surviving Entity in such merger, consolidation or similar transaction;


(iii) there is consummated a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries, other than a sale, lease, license or other disposition of all or substantially all of the consolidated assets of the Company and its Subsidiaries to an Entity, more than fifty percent (50%) of the combined voting power of the voting securities of which are


1 Owned by stockholders of the Company in substantially the same proportions as their Ownership of the Company immediately prior to such sale, lease, license or other disposition; or


Notwithstanding the foregoing or any other provision of this Plan, the definition of Change in Control (or any analogous term) in an individual written agreement between the Company or any Controlled Corporation and the Optionholder shall supersede the foregoing definition with respect to Options subject to such agreement (it being understood, however, that if no definition of Change in Control or any analogous term is set forth in such an individual written agreement, the foregoing definition shall apply).


(g) "Common Stock" means the common stock of the Company.


(h) "Code" means the Internal Revenue Code of 1986, as amended.


(i) "Company" means Centennial Specialty Foods Corporation, a Delaware corporation.


(j) "Consultant" means any person, including an advisor, (i) engaged by the Company or a Controlled Corporation to render consulting or advisory services and who is compensated for such services or (ii) who is a member of the Board of Directors of a Controlled Corporation. However, the term "Consultant" shall not include either Directors of the Company who are not compensated by the Company for their services as Directors or Directors of the Company who are merely paid a director's fee by the Company for their services as Directors.


(k) "Continuous Service" means that the Optionholder's service with the Company or a Controlled Corporation, whether as an Employee, Director or Consultant, is not interrupted or terminated. The Optionholder's Continuous Service shall not be deemed to have terminated merely because of a change in the capacity in which the Optionholder renders service to the Company or a Controlled Corporation as an Employee, Consultant or Director or a change in the entity for which the Optionholder renders such service, provided that there is no interruption or termination of the Optionholder's Continuous Service. For example, a change in status from a Non-Employee Director of the Company to a Consultant of a Controlled Corporation or an Employee of the Company will not constitute an interruption of Continuous Service. The Board, in its sole discretion, may determine whether Continuous Service shall be considered interrupted in the case of any leave of absence approved by that party, including sick leave, military leave or any other personal leave.


(l) "Controlled Corporation" means any subsidiary corporation of the Company, whether now or hereafter existing, as such term is defined in Section 424(f) of the Code.


(m) "Director" means a member of the Board of Directors of the Company.


(n) "Disability" means the inability of a person, in the opinion of a qualified physician acceptable to the Company, to perform the major duties of that person's position with the Company or a Controlled Corporation of the Company because of the sickness or injury of the person.


(o) "Effective Date" means the date the Plan is adopted by the Board.


(p) "Employee" means any person employed by the Company or a Controlled Corporation. Mere service as a Director or payment of a director's fee by the Company or a Controlled Corporation shall not be sufficient to constitute "employment" by the Company or a Controlled Corporation.


(q) "Entity" means a corporation, partnership or other entity.


(r) "Exchange Act" means the Securities Exchange Act of 1934, as amended.


(s) "Exchange Act Person" means any natural person, Entity or "group" (within the meaning of Section 13(d) or 14(d) of the Exchange Act), except that "Exchange Act Person" shall not include (A) the Company or any Subsidiary of the Company, (B) any employee benefit plan of the Company or any


2 Subsidiary of the Company or any trustee or other fiduciary holding securities under an employee benefit plan of the Company or any Subsidiary of the Company, (C) an underwriter temporarily holding securities pursuant to an offering of such securities, or (D) an Entity Owned, directly or indirectly, by the stockholders of the Company in substantially the same proportions as their Ownership of stock of the Company.


(t) "Fair Market Value" means, as of any date, the value of the Common Stock determined as follows:


(i) If the Common Stock is listed on any established stock exchange or traded on the Nasdaq National Market or the Nasdaq SmallCap Market, the Fair Market Value of a share of Common Stock shall be the closing sales price for such stock (or the closing bid, if no sales were reported) as quoted on such exchange or market (or the exchange or market with the greatest volume of trading in the Common Stock) on the last market trading day prior to the day of determination, as reported in The Wall Street Journal or such other source as the Board deems reliable.


(ii) In the absence of such markets for the Common Stock, the Fair Market Value shall be determined in good faith by the Board.


(u) "Initial Grant" means an Option granted to a Non-Employee Director who meets the specified criteria pursuant to subsection 6(a) of the Plan.


(v) "IPO Date" means the date the Company's Common Stock is first offered to the public under a registration statement declared effective under the Securities Act.


(w) "Non-Employee Director" means a Director who is not an Employee of the Company or a Controlled Corporation.


(x) "Nonstatutory Stock Option" means an Option not intended to qualify as an incentive stock option within the meaning of Section 422 of the Code and the regulations promulgated thereunder.


(y) "Officer" means a person who is an officer of the Company within the meaning of Section 16 of the Exchange Act and the rules and regulations promulgated thereunder.


(z) "Option" means a Nonstatutory Stock Option granted pursuant to the Plan.


(aa) "Option Agreement" means a written agreement between the Company and an Optionholder evidencing the terms and conditions of an individual Option grant. Each Option Agreement shall be subject to the terms and conditions of the Plan.


(bb) "Optionholder" means a person to whom an Option is granted pursuant to the Plan or, if applicable, such other person who holds an outstanding Option.


(cc) "Own," "Owned," "Owner," "Ownership." A person or Entity shall be deemed to "Own," to have "Owned," to be the "Owner" of, or to have acquired "Ownership" of securities if such person or Entity, directly or indirectly, through any contract, arrangement, understanding, relationship or otherwise, has or shares voting power, which includes the power to vote or to direct the voting, with respect to such securities.


(dd) "Plan" means this Centennial Specialty Foods Corporation 2003 Non-Employee Directors' Stock Option Plan.


(ee) "Rule 16b-3" means Rule 16b-3 promulgated under the Exchange Act or any successor to Rule 16b-3, as in effect from time to time.


(ff) "Securities Act" means the Securities Act of 1933, as amended.


3
(gg) "Subsidiary" means, with respect to the Company, (i) any corporation of which more than fifty percent (50%) of the outstanding capital stock having ordinary voting power to elect a majority of the board of directors of such corporation (irrespective of whether, at the time, stock of any other class or classes of such corporation shall have or might have voting power by reason of the happening of any contingency) is at the time, directly or indirectly, Owned by the Company, and (ii) any partnership in which the Company has a direct or indirect interest (whether in the form of voting or participation in profits or capital contribution) of more than fifty percent (50%).


3. ADMINISTRATION.


(a) Administration By Board. The Board shall administer the Plan. The Board may not delegate administration of the Plan to a committee.


(b) Powers Of Board. The Board shall have the power, subject to, and within the limitations of, the express provisions of the Plan:


(i) To determine the provisions of ...