EXHIBIT 10.11
FORM OF STOCK OPTION AGREEMENT (EXECUTIVE OFFICER GRANTS) FOR REGISTRANT'S 2002
STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of ___________ (the "Grant Date"), by REDHOOK ALE BREWERY, INCORPORATED, a
Washington corporation (the "Company"), and ______________________ (the
"Holder").
R E C I T A L S
A. The Company has adopted the Redhook Ale Brewery Incorporated 2002 Stock
Option Plan (the "Plan"). Capitalized terms that are used but not defined in
this Agreement will have the meanings given those terms in the Plan.
B. The Committee has designated the Holder to receive an option under the
Plan.
NOW, THEREFORE, the Company and the Holder agree as follows:
1. GRANT OF THE OPTION. The Company grants to the Holder an Incentive
Stock Option (the "Option") to acquire from the Company ____ shares of Common
Stock (the "Shares") at the price of $_______ per share (the "Purchase Price").
The Option is subject to all of the provisions of the Plan and this Agreement.
2. TERM OF THE OPTION. Unless earlier terminated pursuant to the Plan, the
Option will terminate on the earliest to occur of the following: (a) the
expiration of three (3) months following the date of termination of the Holder's
Service for any reason other than death, Disability or Cause; (b) the expiration
of six (6) months following the date of termination of the Holder's Service by
reason of death or Disability; (c) the date of termination of the Holder's
Service for Cause; and (d) the tenth anniversary of the Grant Date.
3. EXERCISABILITY. Except as specified below, the Option will become
exercisable (a) as to twenty percent (20%) of the Shares on the first
anniversary of the Grant Date, and (b) as to an additional twenty percent (20%)
of the Shares on each succeeding anniversary of the Grant Date. However, if the
Holder's Service terminates for any reason other than death or Disability, the
Option will not become further exercisable following such termination. If the
Holder's Service terminates by reason of death or Disability, the Option will
immediately become exercisable in full. Except as provided in Section 7.2(c) of
the Plan, after the Holder's Service terminates for any reason, the Option will
be exercisable only for the Shares for which it was exercisable on the date of
termination.
4. EXERCISE OF THE OPTION. In order to exercise the Option, the Holder
must do the following:
(a) deliver to the Company a written notice, in substantially the
form of the attached Exhibit A, specifying the number of Shares for which the
Option is being exercised;
(b) tender payment to the Company of the aggregate Purchase Price
for the Shares for which the Option is being exercised, which amount may be paid
--
(i) by check;
(ii) if approved by the Committee, in its sole discretion, at
the time of exercise, by delivery of a promissory note upon such terms
and conditions as the Committee, in its sole discretion, determines;
(iii) by delivery to the Company of shares of Common Stock
that (A) have a Fair Market Value, as of the date of exercise, equal to
the aggregate Purchase Price payable, and (B) have been held by the
Holder for at least year one (1) year prior to the date of exercise; or
(iv) by such other means as the Committee, in its sole
discretion, may permit at the time of exercise;
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(d) pay, or make arrangements satisfactory to the Committee for
payment to the Company of, all taxes, if any, required to be withheld by the
Company in connection with the exercise of the Option; and
(e) execute and deliver to the Company any other documents required
from time to time by the Committee in order to promote compliance with
applicable laws, rules and regulations.
5. ACCEPTANCE OF OPTION; FURTHER ASSURANCES. By executing this Agreement,
the Holder accepts the Option, acknowledges receipt of a copy of the Plan, and
agrees to comply with and be bound by all of the provisions of the Plan and this
Agreement. The Holder agrees to from time to time execute such additional
documents as the Company may reasonably require in order to effectuate the
purposes of the Plan and this Agreement.
6. ENTIRE AGREEMENT; AMENDMENTS; BINDING EFFECT. This Agreement, together
with the Plan, constitutes the entire agreement and understanding between the
Company and the Holder regarding the subject matter hereof. Except as permitted
by the Plan, no amendment of the Option or this Agreement, or waiver of any
provision of this Agreement or the Plan, shall be valid unless in writing and
duly executed by the Company and the Holder. The failure of any party to enforce
any of that party's rights against the other party for breach of any of the
terms of this Agreement or the Plan shall not be construed as a waiver of such
rights as to any continued or subsequent breach. This Agreement shall be binding
upon the Holder and his or her heirs, successors and assigns.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
"Company" REDHOOK ALE BREWERY,
INCORPORATED
By _________________________________
"Holder" ______________________________________
[NAME OF HOLDER]
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FORM OF EXERCISE OF OPTION
To: REDHOOK ALE BREWERY, INCORPORATED
00000 X.X. 000xx Xxxxxx
Xxxxxxxxxxx, Xxxxxxxxxx 00000
The undersigned holds Option No. SOP02-___ (the "Option"), represented by
a Stock Option Agreement dated effective as of __________, (the "Agreement"),
granted to the undersigned pursuant to the Redhook Ale Brewery Incorporated 2002
Stock Option Plan (the "Plan"). The undersigned hereby exercises the Option and
elects to purchase _______________ shares of Common Stock of Redhook Ale
Brewery, Incorporated (the "Shares") pursuant to the Option. This notice is
accompanied by full payment of the Purchase Price for the Shares by check or in
another manner permitted by Section 4(b) of the Agreement. The undersigned has
also paid, or make arrangements satisfactory to the Committee for payment of,
all taxes, if any, required to be withheld by the Company in connection with the
exercise of the Option.
Date: ____________________, 20__
______________________________________
Signature of Holder
EXHIBIT A
