EXHIBIT 10.34
AMERICA'S FAVORITE CHICKEN COMPANY
NONQUALIFIED STOCK OPTION AGREEMENT - GENERAL
THIS NONQUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is entered into
as of ________________, 1996 by and between America's Favorite Chicken Company,
a Minnesota corporation (the "Company"), and ____________ ("Optionee") pursuant
to the Company's 1996 Nonqualified Stock Option Plan dated _____________, 1996
(the "Plan").
R E C I T A L S:
- - - - - - - -
A. Optionee is an employee of the Company and/or of a direct or indirect
subsidiary of the Company (individually, a "Subsidiary," and collectively, the
"Subsidiaries") and the Company considers it desirable to give Optionee an added
incentive to advance the Company's interests.
B. The Company has determined to grant Optionee the right to purchase
certain stock of the Company pursuant to the terms and conditions of this
Agreement.
A G R E E M E N T:
- - - - - - - - -
NOW, THEREFORE, in consideration of the covenants hereinafter set forth,
and pursuant to the authority granted to the Committee (as defined in the Plan)
by the Board of Directors of the Company, the parties agree as follows:
1. Option; Number of Shares; Price. The Company hereby grants to
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Optionee the right (the "Option") to purchase up to a maximum of _______ shares
(the "Shares") of the Common Stock, $0.01 par value per share, of the Company
(the "Common Stock"), at a purchase price of $3.317 per share (the "Option
Price"), to be paid in accordance with Section 6 hereof. The Option and the
right to purchase all or any portion of the Shares is subject to the terms and
conditions stated in this Agreement and in the Plan, including, without
limitation, the provisions of Sections 4 and 11 of the Plan under which the
Option shall be subject to modification and Sections 14(b) and 15 of the Plan
and Sections 3 and 4 hereof pursuant to which the Option is subject to
acceleration and/or termination. It is intended that the Option will not
qualify for treatment as an incentive stock option under Section 422 of the
Internal Revenue Code of 1986, as amended (the "Code").
2. Exercisability. Subject to Section 3 below, the Option shall become
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exercisable as provided on Schedule A hereto.
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3. Term of Agreement. Except for the rights conferred upon the Company
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pursuant to Sections 8 and 9 below, the Option, and Optionee's right to exercise
the Option, shall terminate when the first of the following occurs:
(a) termination pursuant to Section 14(b) or Section 15 of the Plan;
(b) the expiration of seven (7) years from the date hereof;
(c) 45 days after the date of termination of Optionee's employment or
other relationship with the Company and all of the Subsidiaries, unless such
termination results from Optionee's death or disability (within the meaning of
Section 22(e)(3) of the Code) or Optionee dies within 30 days after the date of
termination (other than for cause) of Optionee's employment or other
relationship with the Company and all of the Subsidiaries;
(d) 180 days after the date of termination of Optionee's employment
or other relationship with the Company and all of the Subsidiaries, if such
termination results from Optionee's death or disability (within the meaning of
Section 22(e)(3) of the Code) or Optionee dies within 30 days after the date of
termination (other than for cause) of Optionee's employment or other
relationship with the Company and all of the Subsidiaries; or
(e) on the date of termination of Optionee's employment or other
relationship with the Company and all of the Subsidiaries, if such termination
was for cause (as determined in good faith by the Board of Directors of the
Company (the "Board")).
4. Termination of Employment or Other Relationship. The termination for
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any reason of Optionee's employment or other relationship with the Company and
all of the Subsidiaries shall not accelerate the time at with the Option becomes
exercisable or affect the number of Shares with respect to which the Option may
be exercised. The Option may only be exercised with respect to that number of
Shares which could have been purchased under the Option had the Option been
exercised by Optionee on the date of such termination.
5. Death of Optionee; No Assignment. The rights of Optionee under this
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Agreement may not be assigned or transferred except by will or by the laws of
descent or distribution, and may be exercised during the lifetime of Optionee
only by such Optionee; provided, however, that in the event of disability
(within the meaning of Section 22(e)(3) of the Code) of Optionee, a designee of
Optionee, or if Optionee has not designated anyone, his or her legal
representative, may exercise the Option on behalf of Optionee (provided the
Option would have been exercisable by Optionee) until the right to exercise the
Option expires pursuant to Section 3 hereof. Any attempt to sell, pledge,
assign, hypothecate, transfer or otherwise dispose of the Option in
contravention of this Agreement or the Plan shall be void and shall have no
effect. If Optionee should die while Optionee is engaged in an employment or
other relationship with the Company and/or any Subsidiary, and provided
Optionee's rights hereunder shall have become exercisable, in whole or in part,
pursuant to Section 2 hereof, Optionee's legal representative, Optionee's
legatee or the person who acquired the right to exercise the Option by reason of
the death of Optionee (individually, a "Successor") shall succeed to Optionee's
rights under this Agreement. After the death of Optionee, only a Successor may
exercise the Option.
6. Exercise of Option. On or after time at which the Option becomes
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exercisable in accordance with Section 2 hereof and until termination of the
Option in accordance with Section 3 hereof, the Option may be exercised by
Optionee (or such other person specified in Section 5 hereof) to the extent
exercisable as determined under Section 2 hereof, upon delivery of the following
to the Company at its principal executive offices:
(a) a written notice of exercise which identifies this Agreement and
states the number of Shares (which may not be less than 100, or all of the
Shares if less than 100 Shares then remain covered by the Option) then being
purchased;
(b) a check, cash or any combination thereof in the amount of the
Option Price (or payment of the aggregate Option Price in such other form of
lawful consideration as the Committee may approve from time to time under the
provisions of Section 8 of the Plan) or payment of the Option Price by (i) the
assignment and transfer by Optionee to the Company of outstanding shares of
Common Stock theretofore held by Optionee or (ii) the surrender of that number
of exercisable Options necessary (based on the amount that the aggregate fair
market value of the Shares covered by the Options being surrendered exceeds the
aggregate Option Price with respect to such Shares), to pay the Option Price
with respect to those Options being exercised. Such shares of Common Stock
delivered or Shares covered by
2.
Options surrendered in payment of the Option Price shall be valued at fair
market value as determined by the Committee in good faith, which determination
shall be final, conclusive and binding;
(c) a check or cash in the amount reasonably requested by the Company
to satisfy the Company's withholding obligations under federal, state or other
applicable tax laws with respect to the taxable income, if any, recognized by
Optionee in connection with the exercise, in whole or in part, of the Option
(unless the Optionee elects to pay such tax by reduc ing the number of shares of
Common Stock issued upon exercise of the Option (for which purpose such shares
shall be valued at fair market value as determined in good faith by the
Committee, which determination shall be final, conclusive and binding) or unless
the Company and Optionee shall have made other arrangements for deductions or
withholding from Optionee's wages, bonus or other income paid to Optionee by the
Company or any Subsidiary, provided any arrangement set forth in this
parenthetical shall satisfy the requirements of applicable tax laws); and
(d) a written representation and undertaking, if requested by the
Company pursuant to Section 11(b) hereof, in such form and substance as the
Company may require, setting forth the investment intent of Optionee, or a
Successor, as the case may be, and such other agreements, representations and
undertakings as described in the Plan.
7. Restriction on Transfer of Shares Acquired Upon Exercise of Option.
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(a) Except as otherwise provided in paragraph (b) below, Optionee may
not sell, transfer, assign, pledge, hypothecate or otherwise dispose of
(collectively, "Transfer") any of the Shares acquired upon exercise of the
Option, or any right, title or interest therein, prior to the fifth anniversary
of the date of grant of the Option and, thereafter, any Transfer must be in
compliance with Section 9 hereof. Any purported Transfer or Transfers
(including involuntary Transfers initiated by operation of legal process), of
any of the Shares or any right, title or interest therein, except in strict
compliance with the terms and conditions of this Agreement, shall be null and
void.
(b) Optionee may, at any time, Transfer any or all of the Shares: (i)
inter vivos to Optionee's spouse or issue, a trust for their or Optionee's
benefit or pursuant to any will or testamentary trust or (ii) upon Optionee's
death, to any person in accordance with the laws of descent and/or testamentary
distribution (such persons are collectively referred to herein as "Permitted
Transferees"). Notwithstanding the foregoing in this Section 7(b), Shares shall
not be Transferred pursuant to this Section 7(b) until the Permitted Transferee
executes a valid undertaking, in form and substance reasonably satisfactory to
the Company, to the effect that the Permitted Transferee and the Shares so
Transferred shall thereafter remain subject to all of the provisions of this
Agreement (including the Repurchase Option (as defined in Section 8 hereof)), as
though the Permitted Transferee were a party to this Agreement, bound in every
respect in the same way as Optionee. Transfers made in accordance with this
Section 7(b) shall not be subject to the provisions of Section 9 of this
Agreement, provided that any Shares transferred pursuant to this Section 5 shall
remain subject to the provisions of Section 4 of this Agreement.
(c) The restrictions on transfer contained in this Section 7 shall
terminate upon the Company's initial underwritten public offering of shares of
Common Stock registered under the Securities Act of 1933, as amended, on form S-
1, that results in gross proceeds to the Company in excess of $25 million from
the sale of Common Stock (an "Initial Public Offering").
8. Repurchase Option Upon Termination. In the event that Optionee's
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employment or other relationship with the Company and all of the Subsidiaries
terminates for any reason on or prior to the fifth anniversary of the date of
grant of this Option (including, without limitation, by reason of Optionee's
death, disability, retirement, voluntary resignation or dismissal by the Company
or any of its Subsidiaries, with
3.
or without cause), the Company shall have the option (the "Repurchase Option")
to purchase from Optionee all or any portion of the Shares acquired by Optionee
pursuant to this Option for a period of six months after the effective date of
such termination (the effective date of termination is hereinafter referred to
as the "Termination Date"). The purchase price (the "Repurchase Price") for each
Share to be purchased pursuant to the Repurchase Option shall equal the greater
of the Option Price and the Fair Market Value (as hereinafter defined) thereof
(subject to adjustment as set forth herein). The "Fair Market Value" of a Share
shall be the fair market value of a Share as of the Termination Date, as
determined by the Board, acting in good faith and based upon the best available
evidence, which determination shall be final and binding. The Repurchase Price
for any Shares to be purchased pursuant to the Repurchase Option shall be
increased or decreased appropriately to reflect any distribution of Shares of
capital stock or other securities of the Company or any successor or assign of
the Company which is made in respect of, in exchange for or in substitution of
the Shares by reason of any stock dividend, stock split, reverse split,
combination, recapitalization, reclassification, merger, consolidation or
otherwise. The Repurchase Option shall be exercised by the Company by delivery
to Optionee, within the six-month period specified above, of (a) a written
notice specifying the number of Shares to be purchased and (b) a check in the
amount of the Repurchase Price, calculated as provided in this Section 8, for
all Shares to be purchased. The Repurchase Option shall terminate upon (i) an
Initial Public Offering or (ii) the acquisition by any person or group (as
defined in Section 13d of the Securities Act of 1934) of beneficial ownership of
more than fifty percent (50%) of the Company's then outstanding shares of Common
Stock.
9. Right of First Refusal; Obligation to Sell
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(a) At any time on or after the fifth anniversary of the Closing Date
and after the Option shall have become exercisable and Optionee shall have
exercised all or any portion of the Option in accordance with its terms,
Optionee may sell for cash (and only for such form of consideration) any or all
of the Shares to any third party subject to the provisions of this Section 9(a).
Prior to any such intended sale, Optionee shall first give at least 30 days'
advance written notice (the "Notice") to the Company specifying (i) Optionee's
bona fide intention to sell such Shares; (ii) the name(s) and address(es) of the
proposed purchaser(s); (iii) the number of Shares Optionee proposes to sell (the
"Offered Shares"); (iv) the price for which Optionee proposes to sell the
Offered Shares; and (v) all other material terms and conditions of the proposed
sale. Within 15 days of receipt of the Notice, the Company or its nominee(s) or
assignee(s) may elect to purchase any or all of the Offered Shares at the price
and on the terms and conditions set forth in the Notice by delivery of written
notice of such election to Optionee, which notice shall specify in reasonable
detail any proposed payment to any other person of any portion of the purchase
price as specified in the following sentence; provided, however, that if the
Company designates any assignee or nominee as the purchaser of such Shares, it
shall provide Optionee with reasonable assurance that such sale complies with
applicable federal and state securities laws. Within 15 days after delivery of
such notice to Optionee, the Company or its nominee(s) or assignee(s) shall
deliver to Optionee a check, payable to Optionee or to such person as Optionee
shall request, in the amount of the purchase price of the Offered Shares; pro
vided, however, that in the event that the Shares to be purchased have been
pledged to secure any indebtedness of Optionee to the Company or its
assignee(s), the Company may retain or deliver to its assignee(s) (as the case
may be) any portion of such purchase price, and/or direct its nominee(s) or
assignee(s) to deliver to the Company or its assignee(s), as the case may be,
any portion of such purchase price, necessary to satisfy such indebtedness. If
the Company or its nominee(s) or assignee(s) do not elect to purchase all of the
Offered Shares, Optionee shall be entitled to sell all or the remaining portion
of the Offered Shares to the purchaser(s) named in the Notice at the price
specified in the Notice or at a higher price and on the terms and conditions set
forth in the Notice; provided, however, that such sale must be consummated
within 90 days from the date of the Notice and any proposed sale after such 90-
day period may be made only by again complying with the procedures set forth in
this Section 9(a).
4.
(b) If FS Equity Partners III, L.P., a Delaware limited partnership,
and FS Equity Partners International, L.P., a Delaware limited partnership
(collectively, "Equity Partners"), find a third party buyer (other than an
affiliate of Equity Partners) for all of the shares of Common Stock held by
Equity Partners, then at the request of the Company or Equity Partners the
Optionee shall sell all of his or her Options and/or Shares on the same terms
and conditions as apply to the sale by Equity Partners of its shares of Common
Stock (in the case of Options, deducting the exercise price of such Options from
the consideration to be received for shares of Common Stock; if the exercise
price of such Options is greater than the consideration to be received, such
Options shall be cancelled without any payment to the Optionee). The obligation
of Optionee under this Section 9(b) shall terminate upon an Initial Public
Offering or in the event that Equity Partners hold in the aggregate a number of
shares of Common Stock which represents less than 33-1/3% of the total number of
shares of Common Stock outstanding at any time.
(c) The rights provided the Company and its nominee(s) and
assignee(s) under Section 9(a) hereof shall terminate (i) with respect to all
Options and Shares upon an Initial Public Offering, or upon the acquisition by
any person or group (as defined in Section 13d of the Securities Act of 1934) of
beneficial ownership of more than fifty percent (50%) of the Company's then
outstanding shares of Common Stock, or (ii) upon a sale of the Shares to a third
party pursuant to Section 9(a) hereof, with respect to the Shares sold.
(d) The Optionee agrees to consent to any sale, transfer,
reorganization, exchange, merger, combination or other form of transaction
described in Section 9(b) and to execute such agreements, powers of attorney,
voting proxies or other documents and instruments as may be necessary or
desirable to consummate such sale, transfer, reorganization, exchange, merger,
combination or other form of transaction. The Optionee further agrees to timely
take such other actions as the Company or Equity Partners may reasonably request
in connection with the approval of the consummation of such sale, transfer,
reorganization, exchange, merger, combination or other form of transaction,
including voting as a stockholder to approve any such sale, transfer,
reorganization, exchange, merger, combination or other form of transaction.
(e) The obligations of the Optionee pursuant to this Section 9 shall
be binding on any transferee of any of the Options or the Shares and any
transfer of any of the Options or Shares shall be void unless a written
commitment to be bound by such provisions from such transferee is delivered to
the Company and Equity Partners prior to any transfer. The obligations of the
Optionee pursuant to this Section 9 shall apply to any securities received in
substitution or exchange for the Options or the Shares, including (without
limitation) pursuant to Section 11 of the Plan.
10. Obligations of Equity Partners. If Equity Partners find a third-party
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buyer (other than an affiliate of Equity Partners), for all or part of the
shares of Common Stock held by Equity Partners (whether such sale is by way of
purchase, exchange, merger or other form of transaction), the Employee shall
have the right to sell, on the terms set forth in a written notice (the
"Offering Notice") delivered by Equity Partners to the Employee describing the
terms of the proposed sale (including the minimum sale price for the shares of
Common Stock that Equity Partners plan to sell), that amount of his or her
Shares which constitute the same percentage of his or her Shares as the
percentage of Common Stock sold by Equity Partners, in the aggregate. Each such
right shall be exercisable by delivering written notice to Equity Partners
within 15 days after receipt of the Offering Notice. Failure to exercise such
right within such 15-day period shall be regarded as a waiver of such rights.
The obligations of Equity Partners under this Section 10 shall terminate upon an
Initial Public Offering.
5.
11. Representations and Warranties of Optionee.
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(a) Optionee represents and warrants that the Option is being
acquired by Optionee for Optionee's personal account, for investment purposes
only, and not with a view to the distribution, resale or other disposition
thereof.
(b) Optionee acknowledges that the Company may issue Shares upon the
exercise of the Option without registering such Common Stock under the
Securities Act on the basis of certain exemptions from such registration
requirement. Accordingly, Optionee agrees that Optionee's exercise of the
Option may be expressly conditioned upon Optionee's delivery to the Company of
such representations and undertakings as the Company may reasonably require in
order to secure the availability of such exemptions, including a representation
that Optionee is acquiring the Shares for investment and not with a present
intention of selling or otherwise disposing of such Shares. Optionee
acknowledges that, because Shares received upon exercise of an Option may be
unregistered, Optionee may be required to hold the Shares indefinitely unless
they are subsequently registered for resale under the Securities Act or an
exemption from such registration is available.
(c) Optionee acknowledges receipt of this Agreement granting the
Option, and the Plan, and understands that all rights and liabilities connected
with the Option are set forth herein and in the Plan.
12. No Rights as Stockholder. Optionee shall have no rights as a
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stockholder of any shares of Common Stock covered by the Option until the date
an entry evidencing such ownership is made in the stock transfer books of the
Company (the "Exercise Date"). The Company will make no adjustment for
dividends (ordinary or extraordinary, whether in cash, securities or other
property) or distributions or other rights for which the record date is prior to
the Exercise Date.
13. Limitation of Company's Liability for Nonissuance. The inability of
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the Company to obtain, from any regulatory body having jurisdiction,
registration, qualification or other necessary authorization, or the
unavailability of an exemption from registration or qualification obligation
deemed by the Company's counsel to be necessary for the lawful issuance and sale
of any shares of its Common Stock hereunder and under the Plan shall suspend the
Company's obligation to permit the exercise of any affected Option or to issue
any Shares thereupon and shall relieve the Company of any liability in respect
of the nonissuance or sale of such Shares as to which such requisite authority
or exemption shall not have been obtained. In the event that exercisability of
an Option shall be suspended as provided in this Section 13, the term of such
Option shall be extended until the thirtieth (30th) day after the date on which
the Company shall have given notice that such Option may be exercised; provided
that in no event may an Option be exercised after (i) the expiration, if
applicable, of the post-employment exercise periods specified in Section 3 of
this Agreement, unless Optionee shall have delivered written notice of exercise
pursuant to Section 6(a) of this Agreement prior to the date of such expiration,
or (ii) the seventh anniversary of the date of its grant.
14. This Agreement Subject to Plan. This Agreement is made under the
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provisions of the Plan and shall be interpreted in a manner consistent with it.
To the extent that any provision in this Agreement is inconsistent with the
Plan, the provisions of the Plan shall control. A copy of the Plan is available
to Optionee at the Company's principal executive offices upon request and
without charge. The good faith interpretation of the Committee of any provision
of the Plan, the Option or this Agreement, and any determination with respect
thereto or hereto by the Committee, shall be final, conclusive and binding on
all parties.
6.
15. Restrictive Legends. Optionee hereby acknowledges that federal
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securities laws and the securities laws of the state in which Optionee resides
may require the placement of certain restrictive legends upon the Shares issued
upon exercise of the Option, and Optionee hereby consents to the placing of any
such legends upon certificates evidencing the Shares as the Company, or its
counsel, may reasonably deem necessary; provided, however, that any such legend
shall be removed when no longer applicable.
16. Notices. All notices, requests and other communications hereunder
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shall be in writing and, if given by telegram, telecopy or telex, shall be
deemed to have been validly served, given or delivered when sent, if given by
personal delivery, shall be deemed to have been validly served, given or
delivered upon actual delivery and, if mailed, shall be deemed to have been
validly served, given or delivered three business days after deposit in the
United States mails, as registered or certified mail, with proper postage
prepaid and addressed to the party or parties to be notified, at the following
addresses (or such other address(es) as a party may designate for itself by like
notice):
If to the Company:
America's Favorite Chicken Company
0 Xxxxxxxxx Xxxxxxx
Xxxxx 0000
Xxxxxxx, Xxxxxxx 00000
Attn: Legal Department
If to Optionee, at the address appearing on the signature page hereof.
17. Not an Employment or Other Agreement. Nothing contained in this
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Agreement shall confer, intend to confer or imply any rights to an employment or
other relationship or rights to a continued employment by, or rights to any
other relationship with, the Company and/or any Subsidiary in favor of Optionee
or limit the ability of the Company and/or any Subsidiary to terminate, with or
without cause, in its sole and absolute discretion, the employment of, or other
relationship with, Optionee, subject to the terms of any written employment or
other agreement to which Optionee is a party.
18. Governing Law. This Agreement shall be construed under and governed
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by the laws of the State of Delaware without regard to the conflict of law
provisions thereof.
19. Counterparts. This Agreement may be executed in counterparts, each of
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which shall be deemed an original and both of which together shall be deemed one
Agreement.
20. RIGHTS IN OTHER CAPACITIES; OPTIONEE'S REVIEW OF AGREEMENT.
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(a) THIS AGREEMENT (AND THE STOCK OPTION EVIDENCED HEREBY) SHALL NOT
GIVE THE OPTIONEE ANY RIGHT TO EMPLOYMENT OR CONTINUED EMPLOYMENT BY THE COMPANY
(OR BY ANY DIRECT OR INDIRECT SUBSIDIARY OR OTHER AFFILIATE OF THE COMPANY) AND
THE COMPANY (AND ANY SUCH AFFILIATE) MAY TERMINATE OPTIONEE'S EMPLOYMENT AND
OTHERWISE DEAL WITH OPTIONEE AS AN EMPLOYEE WITHOUT REGARD TO THE EFFECT ANY
SUCH ACTION MAY HAVE ON OPTIONEE'S RIGHTS UNDER THIS AGREEMENT. OPTIONEE
REPRESENTS THAT, IF OPTIONEE AT ANY TIME ACQUIRES SHARES OF THE COMPANY PURSUANT
TO EXERCISE OF HIS OR HER OPTIONS UNDER THIS AGREEMENT, OPTIONEE WILL BE
ACQUIRING THE SHARES FOR THEIR POTENTIAL AS AN EQUITY INVESTMENT AND WITHOUT ANY
EXPECTATION UNDER SECTION 302A.751 OF THE MINNESOTA BUSINESS CORPORATION ACT
7.
OR OTHERWISE THAT THE OWNERSHIP OF THE SHARES WILL ENTITLE OPTIONEE TO ANY
RIGHTS AS AN EMPLOYEE, OFFICER OR DIRECTOR OF THE COMPANY (OR OF ANY SUCH
SUBSIDIARY OR OTHER AFFILIATE OF THE COMPANY) THAT WOULD NOT EXIST IF OPTIONEE
WERE NOT A SHAREHOLDER. OPTIONEE FURTHER AGREES THAT NO CHANGE IN HIS OR HER
EXPECTATIONS CONCERNING EMPLOYMENT OR CONCERNING HIS OR HER PARTICIPATION AS AN
OFFICER OR DIRECTOR, IF ANY, WILL HAVE A REASONABLE BASIS UNLESS SET FORTH IN A
WRITTEN AGREEMENT EXPRESSLY GIVING OPTIONEE ADDITIONAL RIGHTS AS TO SUCH
MATTERS. THE COMPANY HEREBY ADVISES OPTIONEE THAT THE COMPANY IS GRANTING STOCK
OPTIONS TO OPTIONEE IN RELIANCE ON THE FOREGOING REPRESENTATIONS OF OPTIONEE AND
IN THE EXPECTATION THAT OPTIONEE WILL NOT HAVE ANY RIGHT TO EMPLOYMENT BY THE
COMPANY (OR BY ANY DIRECT OR INDIRECT SUBSIDIARY OR OTHER AFFILIATE OF THE
COMPANY) OR TO CONTINUE TO BE AN OFFICER OR DIRECTOR OF THE COMPANY (OR OF ANY
SUCH SUBSIDIARY OR OTHER AFFILIATE) BY VIRTUE OF OPTIONEE'S OWNERSHIP OF ANY
SHARES, AND THAT THE COMPANY WOULD NOT GRANT THE OPTION OR ISSUE SHARES TO
OPTIONEE IF OPTIONEE HAD ANY CONTRARY EXPECTATIONS.
(b) OPTIONEE CONFIRMS THAT OPTIONEE HAS CAREFULLY REVIEWED THIS
AGREEMENT AND UNDERSTANDS IT.
IN WITNESS WHEREOF, the Company and Optionee have executed this Agreement
as of the date first above written.
THE COMPANY:
AMERICA'S FAVORITE CHICKEN COMPANY
By: ___________________________
Name: Xxxxx X. Xxxxxxx
Title: Chief Executive Officer
OPTIONEE:
______________________________
ADDRESS:
______________________________
______________________________
______________________________
8.
With respect to Section 10 only:
EQUITY PARTNERS:
FS EQUITY PARTNERS III, L.P.,
a Delaware limited partnership
By: FS Capital Partners, L.P.
Its: General Partner
By: FS Holdings, Inc.
Its: General Partner
By: ________________________________
Name:
Title:
FS EQUITY PARTNERS INTERNATIONAL, L.P.,
a Delaware limited partnership
By: FS&Co. International, L.P.
Its: General Partner
By: FS International Holdings Limited
Its: General Partner
By: ________________________________
Name:
Title:
9.
Schedule A
SCHEDULE OF EXERCISABILITY
______________________________________________________________
Twenty-five percent (25%) of the shares of Common Stock that are
subject to the Option shall become exercisable on the first anniversary of the
date hereof, and an additional twenty-five percent (25%) of the shares of Common
Stock that are subject to the Option shall become exercisable on each of the
second, third and fourth anniversaries of the date hereof.
10.
