FIRST AMENDMENT
TO
THE STOCK OPTION AGREEMENT
BY AND AMONG XXXXXXXX X. XXXXXXXXX, XXXXXX X. XXXXXXX
AND
GREEN MOUNTAIN COFFEE, INC.
AMENDMENT, made this 26th day of July, 1996, by and
among Xxxxxxxx X. Xxxxxxxxx, (the "Executive"), XXXXXX X.
XXXXXXX, ("Xxxxxxx"), and GREEN MOUNTAIN COFFEE, INC., a
Delaware corporation (the "Corporation").
WHEREAS, GREEN MOUNTAIN COFFEE ROASTERS, INC., a
Vermont corporation formerly known as Green Mountain Coffee,
Inc. (the "Predecessor"), entered into a Stock Option
Agreement (the "Original Agreement") with the Executive on
April 15, 1993 (the "Grant Date"), pursuant to which the
Executive was granted the right to acquire 1,200 shares of
common stock of the Predecessor, par value $.10 per share
("Predecessor Common Stock"); and
WHEREAS, on or about July 21, 1993, the Predecessor
effected a recapitalization pursuant to which all of the
holders of shares of Predecessor Common Stock contributed
such shares to the Corporation in exchange for shares of the
Corporation's common stock, $.10 par value per share (the
"Common Stock"), as a result of which recapitalization the
Predecessor became a wholly owned subsidiary of the
Corporation; and
WHEREAS, the Corporation and the Executive desired to
replace the Original Agreement with the Stock Option
Agreement, effective as of July 21, 1993 (the "Agreement"),
which was intended to contain the same terms and conditions
as the Original Agreement, except that the shares subject to
the Agreement shall be shares of Common Stock rather than
Predecessor Common Stock and the number of such shares and
the price to be paid therefor will be adjusted to reflect
the recapitalization referred to in the second whereas
paragraph of the Agreement thereof, and, as so amended,
shall be interpreted as if it were the Original Agreement
with the Predecessor; and
WHEREAS, the Corporation and the Executive desire to
amend the Agreement in this First Amendment, to extend the
term of exercisability of the options set forth in Section 2
of such Agreement.
NOW THEREFORE, in consideration of the mutual covenants
and obligations herein contained, and other good and
valuable consideration, the receipt and sufficiency of which
is hereby acknowledged, the Corporation, Xxxxxxx, and the
Executive do hereby agree that Section 2 of the Agreement is
amended to read as follows:
"2. Term of Option. The Option, to the extent not
exercised, shall terminate on the earlier of the date on
which the Executive ceases to be a full-time employee of the
Corporation or on the tenth (10th) anniversary of the Grant
Date, except that: (i) in the event the Executive's employ-
ment is terminated for any reason other than death or disabi-
lity, the Option shall terminate on the thirtieth (30th) day
next following the date on which the Executive's employment
is terminated; (ii) in the event that the Executive's
employment is terminated due to the death of the Executive,
the Option shall terminate on the last day of the third
(3rd) calendar month next following the date on which the
Executive ceases to be an employee; and (iii) in the event
that the Executive's employment is terminated due to the
disability of the Executive, the Option shall terminate on
the last day of the third (3rd) year following the date on
which the Executive ceases to be an employee."
IN WITNESS WHEREOF, each of the parties hereto has
executed this First Amendment for the purposes contained
herein as of the year and day first above written.
GREEN MOUNTAIN COFFEE, INC.
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx, President
/s/ Xxxxxx X. Xxxxxxx
----------------------------
Xxxxxx X. Xxxxxxx
/s/ Xxxxxxxx X. Xxxxxxxxx
----------------------------
Xxxxxxxx X. Xxxxxxxxx
