1
EXHIBIT 99.3
LOAN AND STOCK PURCHASE AGREEMENT
THIS LOAN AND STOCK PURCHASE AGREEMENT (as amended, supplemented or
modified from time to time, the "Loan Agreement") is dated as of February 10,
1999 and is between ________________ (the "Participant") and FRESH FOODS, INC.,
a North Carolina corporation (the "Company").
This Loan Agreement is made pursuant to the Fresh Foods, Inc.
Non-Employee Director Stock Purchase Loan Plan (the "Plan"). All terms not
otherwise defined herein shall have the meanings given such terms in the Plan.
Accordingly, the parties hereto agree as follows:
Section 1. Purchase and Loan.
(a) The Participant agrees, on the terms and conditions set
forth in this Loan Agreement, to purchase Company Stock as provided in his or
her Election To Participate And Power of Attorney. The Loan is for the purpose
of the Participant's acquiring shares of Company Stock ("Shares").
(b) The Company agrees, on the terms and conditions set forth
in this Loan Agreement, to make a loan (the "Loan") to the Participant under the
Plan. The loan shall be evidenced by, and repayable in accordance with, a single
promissory note in the form of Exhibit A hereto, appropriately completed (the
"Note").
Section 2. Participant Representations. The Participant
represents and warrants to the Company as follows:
(a) This Loan Agreement constitutes a valid and binding
agreement of the Participant, enforceable against the Participant in accordance
with its terms, except as (i) the enforceability hereof may be limited by
bankruptcy, insolvency or similar laws affecting creditors' rights generally and
(ii) the availability of equitable remedies may be limited by equitable
principles of general applicability.
(b) The Participant is aware of his or her responsibilities
under federal and state securities laws and will cooperate with the Company and
the Designated Broker-Dealer to take reasonable steps to ensure compliance
therewith at all times.
2
Section 3. Events of Default.
(a) For purposes of this Loan Agreement, each of the
following events shall constitute an Event of Default:
(i) the Participant shall be in default under the
terms of the Note, or
(ii) the Participant shall fail to observe or perform
any covenant or agreement contained in this Loan Agreement for
ten days after written notice thereof has been given to the
Participant by the Company.
(b) Upon the occurrence of an Event of Default, the Company
shall have the rights and remedies set forth in the Note. The rights and
remedies provided herein and in the Note shall be cumulative and not exclusive
of any rights or remedies provided by law.
Section 4. Miscellaneous.
(a) No failure or delay by the Company in exercising any
right, power or privilege under this Loan Agreement shall operate as a waiver
thereof, nor shall any single or partial exercise thereof preclude any other or
further exercise thereof or the exercise of any other right, power or privilege.
(b) This Loan Agreement may be amended only in a writing
signed by the Participant and the Company. Any waiver must be in a writing
signed by the waiving party.
(c) The provisions of this Loan Agreement shall be binding
upon and inure to the benefit of the parties hereto and their respective
successors and assigns. This Loan Agreement is for the benefit of the Company
and its successors and assigns. This Loan Agreement shall not be transferable by
the Participant except by will, by the laws of descent and distribution or
pursuant to a qualified domestic relations order.
(d) If any provision hereof is invalid and unenforceable in
any jurisdiction, then, to the fullest extent permitted by law, (i) the other
provisions hereof shall remain in full force and effect in such jurisdiction and
shall be liberally construed in favor of the Company in order to carry out the
intentions of the parties hereto as nearly as may be possible, and (ii) the
invalidity or unenforceability of any provision hereof in any jurisdiction shall
not affect the validity or enforceability of such provision in any other
jurisdiction.
Section 5. Governing Law. This Loan Agreement shall be
governed by and construed in accordance with the laws of the State of North
Carolina, without application of North Carolina conflict of law rules.
2
3
IN WITNESS WHEREOF, the parties hereto have caused this Loan
Agreement to be duly executed as of the day and year first above written.
PARTICIPANT:
-------------------------------------------
(Signature)
Print Name:
--------------------------------
Title:
-------------------------------------
FRESH FOODS, INC.
By:
----------------------------------------
Print Name:
--------------------------------
Title:
-------------------------------------
3
