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Key Employee Equity Partnership Program

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EXHIBIT 10.21


NATIONAL BEVERAGE CORP.
KEY EMPLOYEE EQUITY PARTNERSHIP PROGRAM


SECTION 1. PURPOSE; DEFINITIONS.


(a) Purpose. The purpose of the Program is to enable the Corporation to attract, retain and reward officers, directors and key employees of and consultants to the Corporation and its Subsidiaries and Affiliates, to encourage such individuals to acquire and retain ownership of the Corporation's Common Stock, and to strengthen the mutuality of interests between such individuals and the Corporation's shareholders, by offering such officers, directors, key employees and consultants Options to purchase shares of Common Stock of the Corporation on the terms set forth herein. The creation of the Program shall not diminish or prejudice other compensation programs approved from time to time by the Board.


(b) Definitions. For purposes of the Program, the following terms are defined as set forth below:


(i) "Affiliate" means any entity other than the Corporation
and its Subsidiaries designated by the Board as a participating
employer under the Program, provided that the Corporation directly or
indirectly owns at least 20% of the combined voting power of all
classes of stock of such entity or at least 20% of the ownership
interests in such entity.


(ii) "Board" means the Board of Directors of the
Corporation.


(iii) "Capital Transaction" has the meaning provided in
Section 3(b) of the Program.


(iv) "Cause" has the meaning provided in Section 5(b)(ix)
of the Program.


(v) "Change of Control" has the meaning set forth in
Section 3(c) of the Program.


(vi) "Code" means the Internal Revenue Code of 1986, as
amended from time to time, and any successor thereto.


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(vii) "Commission" means the Securities and Exchange
Commission.


(viii) "Committee" means the Committee referred to in Section
2 of the Program.


(ix) "Common Stock" means the Corporation's Common Stock,
par value of $0.01 per share.


(x) "Consultant" shall include any employee or director of
Corporate Management Advisers, Inc. ("CMA"). For purposes of the
Program, so long as CMA is providing management services to the
Corporation, service with CMA will be deemed to be a consulting
arrangement with the Corporation.


(xi) "Corporation" means National Beverage Corp., a
corporation organized under the laws of the State of Delaware, or any
successor corporation.


(xii) "Disability" means disability as reasonably determined
by the Committee.


(xiii) "Exchange Act" means the Securities Exchange Act of
1934, as amended from time to time, and any successor thereto.


(xiv) "Fair Market Value" means the reported closing price
of shares of the Common Stock on the American Stock Exchange on the
relevant date or, if no shares of Common Stock are traded on that date,
the reported closing price on the next preceding date on which shares
were traded. In the event that trading in the shares of Common Stock is
no longer reported on the American Stock Exchange, Fair Market Value
shall be determined by such other method as the Committee in good faith
deems appropriate without regard to any restriction other than a
restriction which, by its terms, will never lapse.


(xv) "Legend" has the meaning set forth in Section 6 of the
Program.


(xvi) "Nonemployee Director" has the meaning set forth in
Rule 16b-3(b)(3)(i) as promulgated under the Exchange Act, or any
successor definition adopted by the Commission.


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(xvii) "Option" means any option to purchase shares of Common
Stock granted pursuant to Section 5 below.


(xviii) "Owned Shares" has the meaning provided in Section
5(b)(i) of the Program.


(xix) "Program" means this National Beverage Corp. Key
Employee Equity Partnership Program, as amended from time to time in
accordance herewith.


(xx) "Purchase Price" has the meaning set forth in Section
5(b)(ii) of the Program.


(xxi) "Retirement" for purposes of this Program means (i)
retirement from active employment or other service (including service
as a Consultant) with the Corporation and any Subsidiary or Affiliate
on or after age 65 or (ii) retirement from active employment or other
service (including service as a Consultant) with the Corporation and
any Subsidiary or Affiliate prior to age 65 with the express consent of
the Corporation at or before the time of such retirement.


(xxii) "Subsidiary" means any corporation (other than the
Corporation) in an unbroken chain of corporations beginning with the
Corporation if each of the corporations (other than the last
corporation in the unbroken chain) owns stock possessing 50% or more of
the total combined voting power of all classes of stock in one of the
other corporations in the chain.


SECTION 2. ADMINISTRATION.


(a) The Committee. The Program shall be administered by a Committee of not less than two (2) Nonemployee Directors, who shall be appointed by the Board and who shall serve at the pleasure of the Board. The functions of the Committee specified in the Program may be exercised by an existing Committee of the Board composed exclusively of Nonemployee Directors. The initial Committee shall be the Compensation and Stock Option Committee of the Board.


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(b) Authority of the Committee. The Committee shall have authority to grant Options, pursuant to the terms of the Program, to officers, directors, key employees and Consultants eligible under Section 4 hereof.


In particular, the Committee shall have the authority, consistent with the terms of the Program:


(i) to select the officers, directors and key employees of
and Consultants to the Corporation and its Subsidiaries and Affiliates
to whom Options may from time to time be granted hereunder;


(ii) to determine whether and to what extent Options are to
be granted hereunder to one or more eligible persons;


(iii) to determine the terms and conditions, not inconsistent
with the terms of the Program, of any award granted hereunder
(including, but not limited to, any restriction or limitation, or any
vesting, acceleration of vesting or waiver of forfeiture restrictions
regarding any Option or other award or the shares of Common Stock
relating thereto, based in each case on such factors as the Committee
shall determine, in its sole discretion) and to amend or waive any such
terms and conditions to the extent permitted by Section 7 hereof;


(iv) to determine any conditions and restrictions on the
holding of Owned Shares and the terms and circumstances under which
such shares may be released to the optionee;


(v) to determine whether, to what extent and under what
circumstances shares of Common Stock and other amounts payable with
respect to an award under this Program may be deferred either
automatically or at the election of the participant (including
providing for and determining the amount (if any) of any deemed
earnings on any deferred amount during any deferral period); and


(vi) to determine whether to require payment of any
withholding requirements in shares of Common Stock.


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The Committee shall have the authority to adopt, alter and repeal such rules, guidelines and practices governing the Program as it shall, from time to time, deem advisable; to interpret the terms and provisions of the Program and any award issued under the Program (and any agreements relating thereto); and to otherwise supervise the administration of the Program.


All decisions made by the Committee pursuant to the provisions of the Program shall be made in the Committee's sole discretion and shall be final and binding on all persons, including the Corporation and Program participants.


SECTION 3. SHARES OF COMMON STOCK SUBJECT TO PROGRAM.


(a) Shares of Common Stock Reserved Under Program. The aggregate number of shares of Common Stock reserved and available for distribution under the Program shall be 50,000 shares. Such shares of Common Stock may consist, in whole or in part, of authorized and unissued shares or treasury shares. The Committee may at any time grant Options (i) to any officer, director, key employee or Consultant having at the time of grant of the Options at least three years of service with or to the Corporation or any of its Subsidiaries or Affiliates, provided that the number of Options then granted to such person, when aggregated with the number of Options granted to such person under the Program during the preceding two year period, may not exceed 3,000 Options, and (ii) to any officer, director, key employee or Consultant having at the time of grant of the Options at least 18 months but less than three years of services with or to the Corporation or any of its Subsidiaries or Affiliates provided that the number of Options then granted to such person, when aggregated with the number of Options granted to such person under the Program during the preceding two year period, may not exceed 2,000 Options. If any Option expires or is forfeited without exercise, such shares shall again be available for distribution in connection with future awards under the Program.


(b) Adjustment in Certain Events. In the event of any merger, reorganization, consolidation, recapitalization, extraordinary cash dividend, stock dividend, stock split, or other change in corporate structure affecting the Common Stock (a "Capital Transaction"), the Committee shall substitute or adjust (i) the aggregate number of shares reserved and available for issuance under the Program, (ii) the maximum number of Options which may be granted to any eligible person under the Program, and (iii) the number and price (if applicable) of shares subject


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to outstanding Options granted under the Program, so as to provide each holder of an award under this Program with the same rights on exercise or distribution of the benefits of such award that such holder would have received if such holder had exercised or received a distribution of the benefits of such award immediately prior to the occurrence of such Capital Transaction; provided, however, that the number of shares subject to any award shall always be a whole number. In the event of any dispute as to any substitution or adjustment made under this Section 3(b), the decision of the Committee shall be final and binding on all persons, including the Corporation and Program participants.


(c) Change in Control. Notwithstanding anything in this Program to the contrary, any Options granted hereunder and then outstanding shall become immediately exercisable in full at the then applicable exercise price if any of the following events (each of which shall be deemed a "Change in Control") shall occur:


(i) any "person" within the meaning of Section 14(d) of the
Exchange Act becomes the "beneficial owner" as defined in Rule 13d-3
thereunder, directly or indirectly, of more than 50% of the issued and
outstanding shares of Common Stock (provided, however, that this
provision shall not apply to any person who on the date of adoption of
the Program is the "beneficial owner" as defined in Rule 13d-3 of the
Exchange
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