Exhibit 10.7
FORM OF
NORTHLAND CRANBERRIES, INC.
NONQUALIFIED STOCK OPTION AGREEMENT
THIS AGREEMENT, made and entered into as of this day of
19__ (the "Grant Date"), by and between NORTHLAND CRANBERRIES, INC., a
Wisconsin corporation (the "Company"), and (the
"Optionee").
W I T N E S S E T H :
WHEREAS, the terms of the Northland Cranberries, Inc. 1995
Amended Stock Option Plan (the "Plan"), to the extent not stated herein,
are specifically incorporated by reference in this Agreement and defined
terms used herein which are not otherwise defined shall have the meaning
set forth in the Plan;
WHEREAS, the purpose of the Plan is to permit the grant of
options to purchase shares of the Company's Class A Common Stock, $.01 par
value ("Common Stock"), to certain key employees of the Company;
WHEREAS, the Optionee is now employed by the Company in a key
capacity and has exhibited judgment, initiative and efforts which have
contributed materially to the successful performance of the Company; and
WHEREAS, the Company desires the Optionee to remain in the
Company's employ and wishes to provide the Optionee with the opportunity
to secure or increase his stock ownership in the Company in order to
develop even a stronger incentive to put forth maximum effort for the
continued success and growth of the Company.
NOW, THEREFORE, in consideration of the premises and of the
covenants and agreements herein set forth, the parties hereby mutually
covenant and agree as follows:
1. Grant of Options. Subject to the terms and conditions of
the Plan and this Agreement, the Company grants to the Optionee this
option (the "Option") to purchase from the Company all or any part of the
aggregate number of shares of Common Stock (the "Optioned
Shares"), subject to adjustment as provided in Paragraph 7. This Option
is intended to constitute a nonqualified stock option and shall not be
treated as an incentive stock option within the meaning of Section 422A of
the Internal Revenue Code of 1986, as amended.
2. Option Price. The option price to be paid for the Optioned
Shares shall be $ per share, subject to adjustment as provided in
Paragraph 7. The per share option price has been determined by the
Compensation and Stock Option Committee (the "Committee") of the Board of
Directors of the Company (the "Board") to be not less than 100% of the
fair market value of the Common Stock on the Grant Date (i.e., the last
bid price of the Common Stock on Nasdaq on the day prior to the Grant
Date).
3. Exercise of Option.
a. Subject to the terms and conditions of the Plan and
except as otherwise provided in this Agreement, this Option may be
exercised by the Optionee while in the employ of the Company, in whole or
in part, from time to time or at any time, beginning on the Grant Date and
ending on the tenth anniversary of the Grant Date (the "Termination
Date").
b. If the Optionee is discharged or leaves the employ of
the Company for any reason (other than termination by the Company for
"cause" or the death or disability of the Optionee), prior to the
Termination Date, this Option, to the extent not theretofore exercised,
may be exercised by the Optionee or by his legal representative at any
time within three months after the date of termination of employment upon
the tender to the Company in cash or its equivalent of the full purchase
price (and not by the tender of previously acquired Common Stock), but in
no event later than the Termination Date.
c. If the Optionee dies while he is in the employ of the
Company, or if his employment is terminated by reason of his disability
prior to the Termination Date, this Option, to the extent not theretofore
exercised, may be exercised in whole or in part as follows: (i) by the
legal representative of the Optionee at any time within six months after
the date of the Optionee's death or (ii) by the Optionee or his legal
representative at any time within three months after the termination of
the Optionee's employment by reason of disability, but in no event later
than the Termination Date.
d. If the Optionee's employment is terminated by the
Company "for cause," this Option to the extent not theretofore exercised
shall terminate immediately and shall not be exercisable following such
termination of employment. For purposes of this Paragraph 3, termination
by the Company "for cause" shall mean any termination of the Optionee by
reason of any action or omission on the part of the Optionee which is
deemed contrary to the interests of the Company or not in the interests of
the Company, as determined by the Board in its sole discretion.
e. This Option may be exercised during the life of the
Optionee only by the Optionee (or his legal representative as provided in
this Paragraph 3).
4. Manner of Exercise and Payment. This Option may be
exercised only by written notice to the Company by the Optionee (or his
legal representative as provided in Paragraph 3) of the Optionee's (or
such legal representative's) intent to exercise all or part of this
Option, served upon the Secretary of the Company at its office at
Wisconsin Rapids, Wisconsin, specifying the number of Optioned Shares in
respect to which this Option is being exercised, accompanied by payment of
the aggregate option price for such Optioned Shares, at the Optionee's (or
such legal representative's) election (except as limited in Paragraph 3):
(a) in cash or its equivalent; (b) by delivering previously acquired
shares of Common Stock, duly endorsed in blank or accompanied by stock
powers duly endorsed in blank, valued at their fair market value at the
time of exercise as determined by the Committee; or (c) by any combination
of (a) and (b). For purposes of (b) and (c) above, the term "previously
acquired shares of Common Stock" shall only include Common Stock owned by
the Optionee prior to the exercise of this Option and shall not include
shares of Common Stock which are being acquired pursuant to the exercise
of this Option. Upon receipt of the payment of the aggregate option price
for all of the Optioned Shares so purchased, certificates for such
Optioned Shares shall be issued by or on behalf of the Company to the
Optionee. The Optioned Shares so acquired, upon payment in full of the
aggregate option price, shall be fully paid and nonassessable, except as
provided by Section 180.0622(2) (b) of the Wisconsin Statutes.
5. Nontransferability of Option. This Option shall not be
transferable by the Optionee otherwise than by will or the laws of descent
and distribution.
6. Tax Withholding. (a) The Company may require as a
condition precedent to the issuance or transfer of any shares of Common
Stock upon exercise of this Option that the Optionee pay to the Company,
upon its demand, or otherwise make arrangements satisfactory to the
Company for payment of, such amount as may be requested by the Company for
the purpose of satisfying the Company's tax withholding requirement. If
the amount so requested is not so paid or if such arrangements are not
made, the Company may refuse to issue or transfer any Optioned Shares upon
exercise of this Option.
(b) The Optionee shall be permitted to satisfy the
Company's tax withholding requirements by delivering shares of previously
owned Common Stock having a fair market value (as determined by the
Committee) on the date income is recognized by the Optionee (the "Tax
Date") pursuant to the exercise of this Option equal to the minimum amount
required to be withheld. If the number of shares of Common Stock
determined pursuant to the preceding sentence shall include a fractional
share, the number of shares delivered shall be reduced to the next lower
whole number and the Optionee shall deliver to the Company cash in lieu of
such fractional share, in an amount equal to the Common Stock's then fair
market value as determined by the Committee, or otherwise make
arrangements satisfactory to the Company for payment of such amount
7. Adjustment to Optioned Shares and Option Price. In the
event of a capital adjustment resulting from a stock dividend (other than
a stock dividend in lieu of an ordinary cash dividend), stock split,
reorganization, spin-off, split-up or distribution of assets to
shareholders, recapitalization, merger, consolidation, combination or
exchange of shares or the like, the Optioned Shares and the per share
option price (but not the aggregate option price for all Optioned Shares,
as adjusted) shall be adjusted in a manner consistent with such capital
adjustment and in accordance with the Plan; provided, however, that no
such adjustment shall require the Company to issue any fractional shares
and the adjustment shall be limited accordingly as determined by the
Committee. The determination of the Committee as to any adjustment shall
be final.
8. Transfer Restrictions. The Optioned Shares to be acquired
upon exercise of this Option may not be sold or offered for sale except
pursuant to an effective registration statement under the Securities Act
of 1933, as amended ("Act"), or in a transaction which, in the opinion of
legal counsel for the Company, is exempt from the registration provisions
of the Act.
9. Status of Optionee. The Optionee shall not be deemed for
any purposes to be a shareholder of the Company with respect to any of the
Optioned Shares except to the extent that this Option shall have been
exercised, the aggregate option price for the Optioned Shares purchased
shall have been fully paid and a stock certificate shall have been issued
by or on behalf of the Company therefor.
10. Employment. It is fully understood that nothing contained
in this Agreement or the Plan shall be deemed to confer upon the Optionee
any right to continue in the employ of the Company, nor to interfere in
any way with the right of the Company to terminate the employment of the
Optionee at any time.
11. Interpretation by Committee. As a condition of the
granting of this Option, the Optionee agrees, for himself and his legal
representatives, that the Plan and this Agreement shall be subject to
discretionary interpretation by the Committee and that any interpretation
by the Committee of the terms of the Plan and this Agreement shall be
final, binding and conclusive on the Optionee and his legal
representatives in all respects and shall not be subject to challenge or
dispute by the Optionee or his legal representatives.
12. Modification. At any time and from time to time the
Committee may direct execution of an instrument providing for the
modification, extension or renewal of this Option; provided, however, that
no such modification, extension or renewal shall (a) confer on the
Optionee any right or benefit which could not be conferred on him by the
grant of a new option under the Plan at such time or (b) alter, impair or
adversely affect this Option or Agreement without the written consent of
the Optionee.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
executed by its duly authorized officer and the Optionee has hereunto
affixed his signature as of the day and year first above written.
NORTHLAND CRANBERRIES, INC.
By: ___________________________
Xxxx Xxxxxxxxxxx
President
_____________________________
, Optionee
