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1993 Nonqualified Stock Option Plan

This is an actual contract by American Italian Pasta.

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Sectors: Food, Beverages and Tobacco
Effective Date: December 09, 1993
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AMERICAN ITALIAN PASTA COMPANY
1993 NONQUALIFIED STOCK OPTION PLAN


1. PURPOSE. The American Italian Pasta Company 1993 Nonqualified 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 key employees 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 December 8, 1993 (the "Effective Date").


2. DEFINITIONS.


"AFFILIATE" means, with respect to any Person, any other Person directly or indirectly controlling, controlled by, or under common control with such Person, provided that no stockholder of the Company shall be deemed an Affiliate of any other stockholder solely by reason of any investment in the Company. For the purpose of this definition, the term "control" (including with correlative meanings, the terms "controlling", "controlled by" and "under common control with"), as used with respect to any Person, shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities or by contract or otherwise.


"AFFILIATED EMPLOYEE BENEFIT TRUST" means any trust that is a successor to the assets held by a trust established under an employee benefit plan subject to ERISA or any other trust established directly or indirectly under such plan or any other such plan having the same sponsor.


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


"CHANGE IN CONTROL" means any event that results in (x) any person or group (as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 as in effect on September 1, 1992) other than Morgan Stanley Leveraged Equity Fund II, L.P. ("MSLEF") or any of its Permitted Transferees or any group consisting solely of such persons) having beneficial ownership in excess of 50% of the outstanding Voting Stock or (y) any person or group (other than aforesaid) acquiring all or substantially all of the assets of the Company.


"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 at 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.


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"COMMON STOCK" 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 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 fair market value of such Common Shares as determined in good faith by the Committee.


"INITIAL OPTION" means the first Option granted to a particular Employee.


"OPTION" means any Option granted under this Plan and includes any Initial Option. The terms of an Option may differ for different Optionees.


"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.


"PAYMENT NOTE" has the meaning set forth in Section 6(i) hereof.


"PERMITTED TRANSFEREES" means (w) any general or limited partner of MSLEF (a "MSLEF Partner"), and any corporation, partnership, Affiliated Employee Benefit Trust or other entity which is an Affiliate of any MSLEF Partner (collectively, the "MSLEF Affiliates"),(x) any managing director, general partner, limited partner, director, officer or employee of MSLEF or a MSLEF Affiliate (collectively, "MSLEF Associates"), (y) the heirs, executors, administrators, testamentary trustees, legatees or beneficiaries of any MSLEF Associate, and (z) a trust the beneficiaries of which, or a corporation, or partnership, the stockholders or general or limited partners of which, include on MSLEF, MSLEF Affiliates, MSLEF Associates, their spouses or their lineal descendants.


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"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 of Form S-8 or any successor or similar form.


"REALIZATION OF EVENT" means any sale of all or substantially all of the assets of the Company, any sale of at least a majority of the Voting Stock on a primary or secondary basis, or any recapitalization, reclassification, merger or consolidation involving a Change of Control.


"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 (i) (iii) hereof.


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


"VESTING SCHEDULE" has the meaning set forth in Section 6(d) hereof.


"VOTING STOCK" means the Common Stock and the Class A Common Stock of the Company.


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.


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(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 may be issued upon the exercise of Options granted under the Plan shall be 7,000. The Common Shares to be issued upon the exercise of Options may consist of authorized but unissued shares, treasury shares or other shares issued and reacquired by the Company or shares otherwise acquired for the purposes of the Plan. If any Option shall, for any reason, terminate or expire or be surrendered without having been exercised in full or otherwise without the delivery of Common Shares, the Common Shares subject to such Option but not purchased thereunder shall again be available for new Options to be granted under the Plan.


5. GRANTS TO PARTICIPANTS. Options may be granted under the Plan to any person who has been an employee of the Company or any of its present or future Subsidiaries for a period of one (1) year or more; provided, however, that the Committee may, in its sole discretion, grant one or more Options under the Plan to any person who has been an Employee of the Company or of any of its present or future Subsidiaries for a period of less than one (1) year. Subject to the
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