EXHIBIT 10.4
FORM OF STOCK OPTION AGREEMENT FOR REDHOOK ALE BREWERY, INCORPORATED DIRECTORS
STOCK OPTION PLAN
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT (this "Agreement") is entered into, effective
as of _______________, 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 Amended and Restated Redhook Ale Brewery,
Incorporated Directors Stock Option Plan, as amended (the "Plan"), a copy of
which has been provided to the Holder (capitalized terms that are used but not
defined in this Agreement will have the meanings given those terms in the Plan).
B. The Holder is entitled to receive a stock option under the Plan.
NOW, THEREFORE, the Company and the Holder covenant and agree as follows:
1. GRANT OF THE OPTION. The Company hereby grants to the Holder a stock
option (the "Option") to acquire from the Company four thousand
(_______________) shares of the Common Stock of the Company, $.005 par value per
share (the "Common Stock"), at the price of $_______________ per share (the
"Option Price"). The Option is subject to all of the provisions of this
Agreement and the Plan.
2. TERM OF THE OPTION. Unless earlier terminated in accordance with the
provisions of the Plan, the Option will terminate on the earliest to occur of
the following: (a) the expiration of one (1) year following the demise of the
Holder; and (b) _______________.
3. VESTING. The Option will vest and become exercisable on
_______________, on and after which, but prior to its termination, the Option
may be exercised in whole or in part at any time and from time to time.
4. OTHER LIMITATIONS ON THE OPTION. The Option is subject to all of the
provisions of the Plan, including but not limited to Section 9 (which permits
adjustments to the Option upon the occurrence of certain corporate events such
as reorganizations, mergers, recapitalizations, reclassifications, stock
split-ups and other material alterations in the capital structure of the
Company) and Section 10 (which will apply upon the occurrence of certain other
corporate events).
5. 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 the form of the
attached Exhibit A, specifying the number of shares of Common Stock for which
the Option is being exercised;
(b) surrender this Agreement to the Company; and
(c) tender payment of the aggregate Option Price for the shares for
which the Option is being exercised, which amount may be paid
(i) in cash; or
(ii) 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
Option Price payable, and (B) have been held by the Holder for at least one (1)
year prior to the date of exercise.
6. DELIVERY OF SHARE CERTIFICATE. As soon as practicable after the Option
has been duly exercised, the Company will deliver to the Holder a certificate
for the shares of Common Stock for which the Option was exercised. Unless the
Option has terminated or been exercised in full, the Company and the Holder
agree to execute a new Stock Option Agreement, covering the remaining shares of
Common Stock that may be acquired upon exercise of the Option, which will be
identical to this Agreement except as to the number of shares of Common Stock
subject thereto. In lieu of replacing this Agreement in such manner, the Company
may affix to this Agreement an appropriate notation indicating the number of
shares for which the Option was exercised and return this Agreement to the
Holder.
7. NONTRANSFERABILITY. The Option is not transferable other than by will
or the laws of descent and distribution, and the Option may be exercised during
the lifetime of the Holder only by the Holder or his or her court appointed
legal representative.
8. WARRANTIES AND REPRESENTATIONS OF THE HOLDER. By executing this
Agreement, the Holder acknowledges receipt of a copy of the Plan, accepts the
Option and agrees to comply with all of the provisions of this Agreement and the
Plan.
9. RIGHTS AS SHAREHOLDER. The Holder will have no rights as a shareholder
of the Company on account of the Option or on account of shares of Common Stock
which will be acquired upon exercise of the Option (but with respect to which no
certificates have been delivered to the Holder).
10. FURTHER ASSURANCES. 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.
11. BINDING EFFECT. This Agreement shall be binding upon the Holder and
his or her heirs, successors and assigns.
12. ENTIRE AGREEMENT; MODIFICATIONS. This Agreement, together with the
Plan, constitute the entire agreement and understanding between the Company and
the Holder regarding the subject matter hereof. No modification 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 shall not be construed as
a waiver of such rights as to any continued or subsequent breach.
13. GOVERNING LAW. This Agreement shall be governed by the laws of the
State of Washington.
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"
-------------------------------------
FORM OF EXERCISE OF OPTION
To: REDHOOK ALE BREWERY, INCORPORATED
0000 Xxxxxxx Xxxxxx Xxxxx
Xxxxxxx, Xxxxxxxxxx 00000
The undersigned holds Option Number _______________ (the "Option"),
represented by a Stock Option Agreement dated effective as of _______________
(the "Agreement"), granted to the undersigned pursuant to the Amended and
Restated Redhook Ale Brewery, Incorporated Directors Stock Option Plan, as
amended (the "Plan"). The undersigned hereby exercises the Option and elects to
purchase _______________ shares (the "Shares") of Common Stock of Redhook Ale
Brewery, Incorporated pursuant to the Option. This notice is accompanied by full
payment of the Option Price for the Shares, in cash or in another manner
permitted by Section 5(c) of the Agreement.
Date:___________________________.
____________________________________
Name of Holder
EXHIBIT A
