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EXHIBIT (c)(3)
FORM OF
OPTION SURRENDER AGREEMENT,
RELEASE AND WAIVER
NOTE: SIGNATURE MUST BE PROVIDED BELOW AND ON
THE SCHEDULE OF OWNERSHIP.
PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY.
To Grist Mill Co., a Delaware corporation (the "Company"):
The undersigned acknowledges that pursuant to Section 3.5 of the
Agreement and Plan of Merger by and among IHF/GM Holding Corporation, IHF/GM
Acquisition Corporation ("Acquiror"), the Company and, for limited purposes,
International Home Foods, Inc., dated as of March 10, 1998 (the "Merger
Agreement"), the Company will be canceling Options (as defined below) in return
for cash consideration effective at the time the proposed merger of Acquiror
with and into the Company (the "Merger") becomes effective (the "Effective
Time"). Receipt of such consideration by the undersigned will be subject to the
receipt by the Company of this Option Surrender Agreement, Release and Waiver
(the "Surrender Agreement") surrendering Options for such cancellation.
Subject to, and effective upon, acceptance of the surrender of the
Options surrendered herewith, the undersigned hereby surrenders for cancellation
to the Company all of his rights, title and interest in and to all options
(whether vested or unvested) to purchase shares of common stock, par value $0.10
per share (the "Shares"), of the Company pursuant to the Company's 1986
NonQualified Stock Option Plan or otherwise (such options, the "Options" and
such plan, the "Option Plan"), listed on the attached Schedule of Ownership (the
"Ownership Schedule"), for a per Share amount equal to the Merger Consideration
(as defined in the Merger Agreement), minus the exercise price per Share,
multiplied by the number of Shares subject to such Options, upon the terms and
subject to the conditions set forth in this Surrender Agreement.
The undersigned hereby represents and warrants that the undersigned
holds the Options surrendered hereby free and clear of all claims, liens,
restrictions, charges, encumbrances, security interests, voting agreements and
commitments of any kind and has full power and authority to surrender for
cancellation such Options, subject to other agreements involving the Merger
being executed simultaneously herewith.
This surrender is irrevocable by the undersigned but will not be
effective if the merger is not consummated if the Merger Agreement is
terminated.
The undersigned, on behalf of himself or herself, and on behalf of all
spouses, heirs, predecessors, successors, assigns, representatives or agents of
the undersigned (including without limitation any trust of which the undersigned
is the trustee or which is for the benefit of the undersigned or a member of his
or her family), to the greatest extent permitted by law, hereby
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acknowledges that the payments made pursuant to the Surrender Agreement are in
full satisfaction of any and all rights the undersigned may have under the
Option Plans with respect to Options being surrendered hereby.
The undersigned hereby acknowledges that the Ownership Schedule
enclosed herewith correctly and completely sets forth the Options held by the
undersigned being surrendered hereunder, and that except as set forth therein
the undersigned does not have the right to acquire any stock in the Company or
any options, warrants or other rights to acquire shares of capital stock of or
equity interests in the Company, or similar securities or contractual
obligations the value of which is derived from the value of an equity interest
in the Company, or securities convertible into or exchangeable for capital stock
of or equity interests in, or similar securities or contractual obligations of,
the Company.
The undersigned also acknowledges that all payments to be made pursuant
to the Surrender Agreement are expected to be paid by check at the Effective
Time. The undersigned also acknowledges that the Company is not required to make
any payments to the undersigned pursuant to the Surrender Agreement unless his
or her Options are outstanding at the Effective Time.
The undersigned also acknowledges that all payments to be made pursuant
to the Surrender Agreement may be subject to applicable withholding taxes and
other similar charges.
The undersigned, upon request, will execute and deliver any additional
documents deemed by the Company to be reasonably necessary or desirable to
complete the surrender of the Options surrendered hereby.
The undersigned agrees that he will not exercise any of the Options
during the five day period beginning upon the acceptance for payment of Shares
pursuant to the tender offer contemplated by the Merger Agreement.
The undersigned recognizes that the Merger is subject to various
conditions and the Company may not be required to accept the surrender of any of
the Options surrendered hereby.
It is understood that the Surrender Agreement only shall apply to
Options that are outstanding at the Effective Time.
INSTRUCTIONS
a. EXECUTION OF THE SURRENDER AGREEMENT AND THE OWNERSHIP
SCHEDULE. This Surrender Agreement is to be completed by the optionholder. In
order to validly surrender such Options, an optionholder must complete and sign
this Surrender Agreement and the Ownership Schedule in accordance with the
instructions herein and mail or deliver them in the enclosed
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envelope to the Company prior to the Effective Time. Please return executed
Surrender Agreements and Ownership Schedules prior to March 25, 1998.
THE OWNERSHIP SCHEDULE MUST BE SIGNED BY THE OPTIONHOLDER AS EVIDENCE
OF SUCH ACKNOWLEDGMENT AND RETURNED TOGETHER WITH THIS SURRENDER AGREEMENT. A
second copy of the Ownership Schedule for the optionholder's records has also
been included herewith.
1. DELIVERY. This Surrender Agreement and the enclosed Ownership
Schedule, when executed, should be mailed or delivered to:
Grist Mill Co.
00000 Xxxxx Xxxxxx
Xxxxxxxxx, Xxxxxxxxx 00000-0000
Attn: Xxxx X. Xxxxxxxx
The method of delivery of the Surrender Agreement and the Ownership
Schedule is at the option and risk of the surrendering optionholder. Delivery by
hand, expedited mail, courier or other similar service is recommended. In all
cases, sufficient time should be allowed to ensure timely delivery.
Optionholders are also advised to retain a copy of all documents delivered.
2. SIGNATURE ON THE SURRENDER AGREEMENT. The signature on this
Surrender Agreement must correspond exactly with the optionholder's name in the
records of the Company.
3. REQUESTS FOR ASSISTANCE. If you have questions or need
assistance please call _________ at ____________.
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IMPORTANT:
OPTIONHOLDER: (1) SIGN HERE; AND (2) CONFIRM AND SIGN THE
ENCLOSED OWNERSHIP SCHEDULE.
(Signature of Optionholder)
Dated:___________________
Name:
(Please Type or Print)
Address:
(Include Zip Code)
Area Code and Telephone Number:
(Home)
(Business)
Taxpayer Identification or Social Security No.:
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March 10, 1998
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SCHEDULE OF OWNERSHIP
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