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EXHIBIT 99.4
ADDENDUM
TO
STOCK OPTION AGREEMENT
The following provisions are hereby incorporated into, and are hereby
made a part of, that certain Stock Option Agreement dated (the "Option
Agreement") by and between Odwalla, Inc. (the "Corporation") and ("Optionee")
evidencing the stock option (the "Option") granted on to Optionee under the
terms of the Corporation's 1997 Stock Incentive Plan, and such provisions shall
be effective immediately. All capitalized terms in this Addendum, to the extent
not otherwise defined herein, shall have the meanings assigned to them in the
Option Agreement.
LIMITED STOCK APPRECIATION RIGHT
1. Optionee is hereby granted a limited stock appreciation right
exercisable upon the following terms and conditions:
(i) Optionee shall have the unconditional right (exercisable at
any time during the thirty (30)-day period immediately following a
Hostile Take-Over) to surrender the Option to the Corporation, to the
extent the Option is at the time exercisable for vested shares of Common
Stock. In return for the surrendered Option, Optionee shall receive a
cash distribution from the Corporation in an amount equal to the excess
of (A) the Take-Over Price of the shares of Common Stock which are at
the time vested under the surrendered Option (or surrendered portion)
over (B) the aggregate Exercise Price payable for such shares.
(ii) To exercise this limited stock appreciation right, Optionee
must, during the applicable thirty (30)-day exercise period, provide the
Corporation with written notice of the option surrender in which there
is specified the number of Option Shares as to which the Option is being
surrendered. Such notice must be accompanied by the return of Optionee's
copy of the Option Agreement, together with any written amendments to
such Agreement. The cash distribution shall be paid to Optionee within
five (5) business days following such delivery date. The exercise of the
limited stock appreciation right in accordance with the terms of this
Addendum is hereby approved by the Plan Administrator in advance of such
exercise. No further approval of the Plan Administrator shall be
required at the time of the actual option surrender and cash
distribution. Upon receipt of such cash distribution, the Option shall
be cancelled with respect to the Option Shares for which the Option has
been surrendered, and Optionee shall cease to have any further right to
acquire those Option Shares under the Option Agreement.
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The Option shall, however, remain outstanding and exercisable for the
balance of the Option Shares (if any) in accordance with the terms of
the Option Agreement, and the Corporation shall issue a new stock option
agreement (substantially in the same form of the surrendered Option
Agreement) for those remaining Option Shares.
(iii) In no event may this limited stock appreciation right be
exercised when there is not a positive spread between the Fair Market
Value of the Option Shares and the aggregate Exercise Price payable for
such shares. This limited stock appreciation right shall in all events
terminate upon the expiration or sooner termination of the option term
and may not be assigned or transferred by Optionee.
2. For purposes of this Addendum, the following definitions shall be in
effect:
(i) A HOSTILE TAKE-OVER shall be deemed to occur in the event
any person or related group of persons (other than the Corporation or a
person that directly or indirectly controls, is controlled by, or is
under common control with, the Corporation) directly or indirectly
acquires beneficial ownership (within the meaning of Rule 13d-3 of the
Securities Exchange Act of 1934, as amended) of securities possessing
more than fifty percent (50%) of the total combined voting power of the
Corporation's outstanding securities pursuant to a tender or exchange
offer made directly to the Corporation's stockholders which the Board
does not recommend such stockholders to accept.
(ii) The TAKE-OVER PRICE per share shall be deemed to be equal
to the greater of (A) the Fair Market Value per Option Share on the
option surrender date or (B) the highest reported price per share of
Common Stock paid by the tender offeror in effecting the Hostile
Take-Over. However, if the surrendered Option is designated as an
Incentive Option in the Grant Notice, then the Take-Over Price shall not
exceed the clause (A) price per share.
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