AWARD NOTICE
AND
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AWARD NOTICE AND NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
effective as of the date of grant of the Option (as described below) by and
between Interstate Bakeries Corporation, a Delaware corporation (IBC"), and
Xxxxxxx X. Xxxxxxx, a non-employee director of IBC (the "Optionee").
Terms which are used in this Agreement that have not been defined have the
definitions provided in IBC's 1996 Stock Incentive Plan (the "Plan") in effect
as of the date of this Agreement. A copy of the Plan is available upon request
from IBC.
1. Award Notice.
The Optionee has been granted by IBC, subject to the terms and conditions
of the Plan and the terms and conditions of this Agreement, the right and
option to purchase from IBC, all or any part of the following (the
"Option"):
10,000 shares of the Common Stock of IBC (the "Shares")
Exercise price: $37.00 per share (the "Exercise Price")
Date of Grant: September 24, 1996
The Option is immediately exercisable.
The Option shall expire as of 11:59 p.m. on September 23, 2006 (the "Option
Expiration Date"), such date being ten (10) years from the Date of Grant
(unless previously terminated or to the extent previously exercised).
2. Tax Treatment
This Option is intended to be and will be treated as a non-qualified stock
option, and not an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
0227352.01
3. Option Exercise Procedure.
To exercise the Option the Optionee must notify IBC, prior to the
expiration or termination of this Option, of his or her desire to exercise
the Option or deliver to IBC a written Notice of Election to Exercise
Option (either such method being referred to as the "Notice"). IBC will
confirm the Notice and the Fair Market Value of the Shares on the date of
exercise (the date of exercise being the date that IBC receives the Notice,
or as soon thereafter as practicable) in correspondence to the Optionee.
The Notice must be accompanied by payment (as described below in Section 4)
of the Exercise Price for the Shares with respect to which the Option is
being exercised.
4. Payment of the Exercise Price.
The Exercise Price shall be paid, at the election of the Optionee (a) in
cash, or by check, bank draft or money order payable to the order of IBC;
(b) in shares of previously acquired Common Stock, duly endorsed and free
of any restrictions and encumbrances; or (c) in any combination of (a) or
(b). If Common Stock is to be used to pay the Exercise Price pursuant to
paragraphs (b) or (c) above, the such Common Stock must have been owned by
the Optionee for at least six (6) months.
5. Other Option Conditions.
(a) If the Optionee's directorship with IBC or a Subsidiary of IBC is
terminated before the Option Expiration Date for any reason other than
(i) death of the Optionee, or (ii) on account of any act of fraud,
intentional misrepresentation, embezzlement, misappropriation, or
conversion of assets or opportunities of IBC or any of its
Subsidiaries, (in which case the Option shall be canceled pursuant to
the Plan) then the Option must be exercised, within a period ending on
the earlier to occur of (A) the date which is three months following
the termination of the directorship, or (B) the Option Expiration
Date.
(b) If the Optionee dies before the Option Expiration Date and is a
director of IBC at the time of death, or if an Optionee dies within a
period of three months following the termination of his or her
directorship (but before the Option Expiration Date), the Option must
be exercised within a period of one year following the date of death
(if otherwise prior to the Option Expiration Date), by the executor or
the administrator
0227352.01 -2 -
of the estate of the Optionee, or by the person or persons who shall
have acquired the Option directly from the Optionee by bequest or
inheritance.
(c) Upon the occurrence of a Change of Control Event, IBC shall purchase
the Option at a purchase price equal to either (i) the difference
between the aggregate Exercise Price and the aggregate price per share
to be paid on the Shares subject to the Option in the merger or
consolidation which caused the Change of Control Event or (ii) the
difference between the aggregate Exercise Price and the aggregate Fair
Market Value of the Shares subject to the Option on the date of the
Change of Control Event, as applicable.
6. Miscellaneous.
(a) The Optionee shall have no rights as a shareholder with respect to any
shares of Common Stock subject to this Option prior to the date of
issuance to him of a certificate for such shares.
(b) The Optionee agrees to be bound by all of the terms and provisions of
the Plan. The terms of the Plan as it presently exists, and as it may
hereafter be amended, are deemed incorporated herein by reference, and
any conflict between the terms of this Agreement and the terms and
provisions of the Plan shall be resolved by the Board, whose
determination shall be final and binding on all parties. In general,
and except as otherwise determined by the Board, the provisions of the
Plan shall be deemed to supersede the provisions of this Agreement to
the extent of any conflict between the Plan and this Agreement.
(c) Any notice hereunder to IBC shall be addressed to it at Interstate
Bakeries Corporation, Compensation Committee, 00 Xxxx Xxxxxx Xxxx.,
Xxxxxx Xxxx, Xxxxxxxx 00000, attention: Corporate Secretary. Any
notice hereunder to the Optionee shall be addressed to him or her at
the address set forth below, subject to the right of either party at
any time hereafter to designate in writing a different address.
(d) The Board may at any time unilaterally amend the terms and conditions
pertaining to the Option, provided, however that any such amendment
which is adverse to the Optionee shall require the Optionee's written
consent. Any other amendment of this Agreement shall require a written
agreement executed by both parties.
0227352.01 - 3 -
IN WITNESS WHEREOF, IBC has caused this Agreement to be executed by its
duly authorized officer and the Optionee has executed this Agreement to be
effective as of the effective date of the Option.
INTERSTATE BAKERIES CORPORATION
By: Ray Xxxxx Xxxxxx
Vice President
ACCEPTED AND AGREED TO:
By: X. X. Xxxxxxx
Optionee
Address: 000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
0227352.01 - 4 -
AWARD NOTICE
AND
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS AWARD NOTICE AND NON-QUALIFIED STOCK OPTION AGREEMENT ("Agreement") is
effective as of the date of grant of the Option (as described below) by and
between Interstate Bakeries Corporation, a Delaware corporation (IBC"), and
Xxxxx X. Xxxxxxxx, a non-employee director of IBC (the "Optionee").
Terms which are used in this Agreement that have not been defined have the
definitions provided in IBC's 1996 Stock Incentive Plan (the "Plan") in effect
as of the date of this Agreement. A copy of the Plan is available upon request
from IBC.
1. Award Notice.
The Optionee has been granted by IBC, subject to the terms and conditions
of the Plan and the terms and conditions of this Agreement, the right and
option to purchase from IBC, all or any part of the following (the
"Option"):
10,000 shares of the Common Stock of IBC (the "Shares")
Exercise price: $37.00 per share (the "Exercise Price")
Date of Grant: September 24, 1996
The Option is immediately exercisable.
The Option shall expire as of 11:59 p.m. on September 23, 2006 (the "Option
Expiration Date"), such date being ten (10) years from the Date of Grant
(unless previously terminated or to the extent previously exercised).
2. Tax Treatment
This Option is intended to be and will be treated as a non-qualified stock
option, and not an incentive stock option within the meaning of Section 422
of the Internal Revenue Code of 1986, as amended (the "Code").
0227352.01
3. Option Exercise Procedure.
To exercise the Option the Optionee must notify IBC, prior to the
expiration or termination of this Option, of his or her desire to exercise
the Option or deliver to IBC a written Notice of Election to Exercise
Option (either such method being referred to as the "Notice"). IBC will
confirm the Notice and the Fair Market Value of the Shares on the date of
exercise (the date of exercise being the date that IBC receives the Notice,
or as soon thereafter as practicable) in correspondence to the Optionee.
The Notice must be accompanied by payment (as described below in Section 4)
of the Exercise Price for the Shares with respect to which the Option is
being exercised.
4. Payment of the Exercise Price.
The Exercise Price shall be paid, at the election of the Optionee (a) in
cash, or by check, bank draft or money order payable to the order of IBC;
(b) in shares of previously acquired Common Stock, duly endorsed and free
of any restrictions and encumbrances; or (c) in any combination of (a) or
(b). If Common Stock is to be used to pay the Exercise Price pursuant to
paragraphs (b) or (c) above, the such Common Stock must have been owned by
the Optionee for at least six (6) months.
5. Other Option Conditions.
(a) If the Optionee's directorship with IBC or a Subsidiary of IBC is
terminated before the Option Expiration Date for any reason other than
(i) death of the Optionee, or (ii) on account of any act of fraud,
intentional misrepresentation, embezzlement, misappropriation, or
conversion of assets or opportunities of IBC or any of its
Subsidiaries, (in which case the Option shall be canceled pursuant to
the Plan) then the Option must be exercised, within a period ending on
the earlier to occur of (A) the date which is three months following
the termination of the directorship, or (B) the Option Expiration
Date.
(b) If the Optionee dies before the Option Expiration Date and is a
director of IBC at the time of death, or if an Optionee dies within a
period of three months following the termination of his or her
directorship (but before the Option Expiration Date), the Option must
be exercised within a period of one year following the date of death
(if otherwise prior to the Option Expiration Date), by the executor or
the administrator
0227352.01 -2 -
of the estate of the Optionee, or by the person or persons who shall
have acquired the Option directly from the Optionee by bequest or
inheritance.
(c) Upon the occurrence of a Change of Control Event, IBC shall purchase
the Option at a purchase price equal to either (i) the difference
between the aggregate Exercise Price and the aggregate price per share
to be paid on the Shares subject to the Option in the merger or
consolidation which caused the Change of Control Event or (ii) the
difference between the aggregate Exercise Price and the aggregate Fair
Market Value of the Shares subject to the Option on the date of the
Change of Control Event, as applicable.
6. Miscellaneous.
(a) The Optionee shall have no rights as a shareholder with respect to any
shares of Common Stock subject to this Option prior to the date of
issuance to him of a certificate for such shares.
(b) The Optionee agrees to be bound by all of the terms and provisions of
the Plan. The terms of the Plan as it presently exists, and as it may
hereafter be amended, are deemed incorporated herein by reference, and
any conflict between the terms of this Agreement and the terms and
provisions of the Plan shall be resolved by the Board, whose
determination shall be final and binding on all parties. In general,
and except as otherwise determined by the Board, the provisions of the
Plan shall be deemed to supersede the provisions of this Agreement to
the extent of any conflict between the Plan and this Agreement.
(c) Any notice hereunder to IBC shall be addressed to it at Interstate
Bakeries Corporation, Compensation Committee, 00 Xxxx Xxxxxx Xxxx.,
Xxxxxx Xxxx, Xxxxxxxx 00000, attention: Corporate Secretary. Any
notice hereunder to the Optionee shall be addressed to him or her at
the address set forth below, subject to the right of either party at
any time hereafter to designate in writing a different address.
(d) The Board may at any time unilaterally amend the terms and conditions
pertaining to the Option, provided, however that any such amendment
which is adverse to the Optionee shall require the Optionee's written
consent. Any other amendment of this Agreement shall require a written
agreement executed by both parties.
0227352.01 - 3 -
IN WITNESS WHEREOF, IBC has caused this Agreement to be executed by its
duly authorized officer and the Optionee has executed this Agreement to be
effective as of the effective date of the Option.
INTERSTATE BAKERIES CORPORATION
By: Ray Xxxxx Xxxxxx
Vice President
ACCEPTED AND AGREED TO:
By: Xxxxx X. Xxxxxxxx
Optionee
Address: 000 Xxxxxxxx Xxxxxx
Xx. Xxxxx, XX 00000
0227352.01 - 4 -