Looking for an agreement? Search from over 1 million agreements now.

1992 Stock Option Plan

This is an actual contract by American Italian Pasta.
Browse the agreement preview below and buy the entire agreement for $35
Search This Document
AMERICAN ITALIAN PASTA COMPANY
1992 STOCK OPTION PLAN


1. Purpose. The American Italian Pasta Company Stock Option Plan (the "Plan") is intended to advance the interests of American Italian Pasta Company (the "Company") and its shareholders by encouraging and enabling selected officers and other key employees and consultants upon whose judgment, initiative and effort the Company is largely dependent for the successful conduct of its business, to acquire and retain a proprietary interest in the Company by ownership of its Common Shares (as defined below). The Plan shall become effective as of October 30, 1992 (the "Effective Date").


2. Definitions.


"Board" means the Board of Directors of the Company.


"Cause", with respect to any Optionee means, (i) cause as defined in the employment or consulting agreement with the Company to which the Optionee is a party or, if none, (ii) the occurrence of any of the following events:


(A) the willful and continued failure by such Optionee to
substantially perform his duties with the Company on a full-time basis
(other than any such failure resulting from total or partial incapacity
due to physical or mental illness) after a written demand for
substantial performance is delivered to such Optionee by the Board,
which demand identifies the manner in which the Board believes that he
has not substantially performed such duties;


(B) the willful engaging by such Optionee in conduct which is
significantly injurious to the Company, monetarily or otherwise, after
a written demand for cessation of such conduct is delivered to such
individual by the Board, which demand specifically identifies the
manner the Board believes that such individual has engaged in such
conduct and the injury to the Company resulting therefrom;


(C) the commission by such Optionee of an act or acts
constituting a crime involving moral turpitude;


(D) the breach by such Optionee of one or more covenants, if
any, in any agreement to which the Optionee and the Company are
parties;


(E) such Optionee's use of illegal drugs, abuse of other
controlled substances or habitual intoxication; or


2


(F) the commission by such Optionee of a significant act of
dishonesty, deceit or breach of fiduciary duty in the performance of
the Optionee's duties with the Company.


For purposes of clauses (A) and (B) of this definition, no act, or failure to act, on the part of an Optionee shall be deemed to be willful unless knowingly done, or omitted to be done, by such Optionee not in good faith and without a reasonable belief that such action or omission was in the best interests of the Company.


"Closing Option" an Initial Option having the terms specified in the Option Agreement to which the Optionee is a party. The terms of Closing Options may differ for different Optionees.


"Code" means the Internal Revenue Code of 1986, as amended, from time to time.


"Committee" means (i) a committee designated by the Board and delegated the functions of the Committee under this Plan, which shall be comprised of least two directors or (ii) if at any time such a committee has not been designated, the Board.


"Common Shares" means the Common Stock, no par value, of the Company.


"Date of Grant" means, with respect to any Option, the date as of which such Option is granted under the Plan.


"Disability", with respect to any Optionee, means (i) Disability as defined in the employment or consulting agreement with the Company to which the Optionee is a party or, if none or if not defined therein, (ii) physical or mental incapacity resulting in such Optionee being unable to substantially perform his duties for more than six (6) consecutive months or an aggregate of six (6) months in any period of twelve (12) consecutive months as determined in writing by a qualified independent physician mutually acceptable to the Optionee and the Company.


"Effective Date" has the meaning set forth in Section 1 hereof.


"Employee" means any employee of the Company.


"Fair Market Value" (i) with respect to any Option or any portion thereof at any time means (x) the value of one Common Share, determined as set forth in clause (ii), minus (y) the respective exercise price(s) per share; which amount shall be multiplied by (z) the number of Common Shares subject to such Option or applicable portion thereof; and (ii) with respect to any Common Shares, means (1) the "Section 4.2 Sales Price", the "Section 4.3 Sales Price" or the "Common Stock Sale Price" (each as defined in the Shareholders Agreement) whichever has been most recently determined for Common Shares provided such determination


2


3


has been made within the past year, and if none, (2) the Fair Market Value as determined in good faith by the Committee.


"Follow-on Option" means an Initial Option having the terms specified in the Option Agreement to which the Optionee is a party. The terms of Follow-on Options may differ for different Optionees.


"Incentive Stock Option" means any Option that is intended to meet the requirements of Section 422 of the Code and any successor provision thereto and the regulations thereunder.


"Initial Options" has the meaning set forth in Section 4 hereof.


"Non-Qualified Stock Option" means any Option that is not an Incentive Stock Option.


"Option" means a Initial Option or an Other Option granted under this Plan.


"Option Agreement" means any agreement or other instrument pursuant to which an Option is granted to an Optionee.


"Optionee" means a Person to whom an Option has been granted under the Plan and who has rights therein under the Plan.


"Other Options" has the meaning set forth in Section 4 hereof.


"Payment Note" has the meaning set forth in Section 6(h) hereof.


"Person" means any individual, corporation, partnership, joint stock company, trust, joint venture, association, or other entity or organization, including a government or political subdivision or an agency or instrumentality thereof.


"Public Offering" means any underwritten public offering of equity securities (or securities convertible into equity securities) of the Company pursuant to an effective registration statement under the Securities Act of 1933 other than pursuant to a registration statement on Form S-8 or any successor or similar form.


"Realization Event" has the meaning set forth in the Shareholders Agreement.


"Retirement" means, unless otherwise agreed by contract, with respect to any Optionee, such Optionee's termination of employment with the Company (i) pursuant to any arrangement of the Company providing for early retirement of its Employees, (ii) at an age of not less than 65 years or (iii) otherwise determined by the Committee to be a retirement.


"Seller" has the meaning set forth in Section 6(h)(iii) hereof.


3


4


"Shareholders Agreement" means the Shareholders Agreement dated as of October 30, 1992 among the Company, The Morgan Stanley Leveraged Equity Fund II, L.P., a Delaware limited partnership, Richard C. Thompson, and Citicorp Venture Capital, Ltd. and the other parties thereto, as in effect from time to time.


"Subsidiary" means any entity of which securities or other ownership interests having ordinary voting power to elect at least 50% of the members of the board of directors or other persons performing similar functions are directly or indirectly owned by the Company.


"Successor" means the legal representative of a deceased Optionee or the person or persons who acquire the right to exercise an Option by bequest or inheritance or by reason of the death or legal incapacity of any Optionee.


"Vested Portion" has the meaning set forth in Section 6(c) hereof.


"Vesting Schedule" has the meaning set forth in Section 6(d) hereof.


"Year End" means the last day of the one year period which begins, as to each Option, on the day on which such Option was granted or an anniversary of such date.


3. Administration of Plan. (a) The Plan shall be supervised and administered by the Committee which shall have full and final authority in its discretion, subject to the provisions of the Plan and applicable law, to determine the individuals to whom and the time or times at which Options shall be granted and the number of Common Shares covered by each Option; to determine the terms of any Payment Note; to construe and interpret the Plan, any Option Agreement and any Payment Note; and to make all other determinations and take all other actions deemed necessary or advisable for the administration of the Plan.


(b) Determinations Under the Plan. Unless otherwise expressly provided in the Plan, all designations, determinations, interpretations and other decisions under or with respect to the Plan or any Option shall be within the sole discretion of the Committee, may be made at any time and shall be final, conclusive and binding upon all persons, including the Company, any Optionee, any Successor, any Seller, any shareholder and any Employee.


4. Common Shares Subject to Options. Subject to adjustment as provided in Section 7, the aggregate number of Common Shares which m
-- End of Preview --
Home| About Us| FAQ| Subscription | Contact Us |