Stock Option Agreement - Green Mountain Coffee Inc. and David E. Moran
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1993 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION
November 27, 1995
AGREEMENT entered into by and between Green Mountain
Coffee, Inc. a Delaware corporation with its principal place
of business in Waterbury, Vermont (together with its
subsidiaries, the "Company"), and the undersigned director to
the Company (the "Optionee").
1. The Company desires to grant the Optionee a non-
qualified stock option under the Company's 1993 Stock Option
Plan (the "Plan") to acquire shares of the Company's Common
Stock, $.10 per share par value (the "Shares").
2. The Plan provides that each option is to be
evidenced by an option agreement, setting forth the terms
and conditions of the option.
ACCORDINGLY, in consideration of the premises and of
the mutual covenants and agreements contained herein, the
Company and the Optionee hereby agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee a non-
qualified stock option (the "Option") to purchase all or any
part of an aggregate of the number of Shares shown at the
end of this Agreement on the terms and conditions
hereinafter set forth. This option shall not be treated as
an incentive stock option under Section 422 of the Internal
Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares
covered by the Option shall be the dollar amount per Share
shown at the end of this Agreement.
3. Time of Exercise of Option.
The Option shall not be exercisable during the first
twelve (12) months after the date of grant. Thereafter, the
Option shall only be exercisable as to twenty-five percent
(25%) of the Shares covered hereby upon the expiration of
twelve (12) months after the date of grant and as to an
additional twenty-five percent (25%) of the Shares covered
hereby upon the expiration of each of the next three (3)
succeeding twelve (12) month periods; provided that the
Optionee shall be entitled to the exercise of the Option on
a pro rata basis as of the end of the month preceding the
effective date of the Optionee's termination of service with
the Company, in the event that such termination should occur
prior to the expiration of any such twelve-month period. To
the extent the Option is not exercised by the Optionee when
it becomes exercisable, it shall not expire, but shall be
carried forward and shall be exercisable, on a cumulative
basis, until the Expiration Date, as hereinafter defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date shown at
the end of this Agreement (the "Expiration Date"), as deter
mined by the Board of Directors of the Company (the
"Board"), which shall not be more than ten (10) years from
the date of the granting thereof, subject to earlier
termination as herein provided.
(ii) Except as otherwise provided in this Section
4, if the Optionee's services or employment by the Company
are terminated, the Option granted to the Optionee hereunder
shall terminate on the earlier of (i) ninety days after the
date the Optionee's services or employment by the Company
are terminated, or (ii) the date on which the Option expires
by its terms.
(iii) If the Optionee's services or employment
by the Company are terminated by the Company for cause or
because the Optionee is in breach of any employment,
consulting or similar agreement, such Option will terminate
on the date the Optionee's services or employment are
terminated by the Company.
(iv) If the Optionee's services or employment by
the Company are terminated by the Company because the
Optionee has become permanently disabled (within the meaning
of Section 22(e)(3) of the Code), such Option shall termi
nate on the earlier of (i) one year after the date such
Optionee's services or employment by the Company are
terminated, or (ii) the date on which the Option expires by
its terms.
(v) In the event of the death of the Optionee,
the Option granted to such Optionee shall terminate on the
earlier of (i) one year after the date such Optionee's
services or employment by the Company are terminated, or
(ii) the date on which the Option expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the Optionee's
services or employment by the Company are terminated, the
Option granted to the Optionee hereunder shall be exer
cisable only to the extent that the right to purchase Shares
under such Option has accrued and is in effect on the date
the Optionee's services or employment by the Company are
terminated.
(ii) If the Optionee's services or employment by
the Company are terminated by the Company because he or she
has become permanently disabled, as defined above, the
Option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of Shares
covered by such Option, whether or not under the provisions
of Section 3 hereof such Option was otherwise exercisable as
of the date of disability.
(iii) In the event of the death of the Optionee,
the Option granted to such Optionee may be exercised to the
full number of Shares covered thereby, whether or not under
the provisions of Section 3 hereof the Optionee was entitled
to do so at the date of his or her death, by the executor,
administrator or personal representative of such Optionee,
or by any person or persons who acquired the right to
exercise such Option by bequest or inheritance or by reason
of the death of such Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the
Option has accrued and is in effect, the Option may be
exercised in full or in part by giving written notice to the
Company stating the number of Shares exercised and
accompanied by payment in full for such Shares. No partial
exercise may be made for less than one hundred (100) full
shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the
person exercising the Option, valued at fair market value as
of the date of exercise; provided, however, that payment of
the exercise price by delivery of Shares already owned by
the person exercising the Option may be made only if such
payment does not result in a charge to earnings for
financial accounting purposes as determined by the Board.
Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office
of the Company to the person exercising the Option, not less
than thirty (30) and not more than ninety (90) days from the
date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the
Option reserve and keep available such number of Shares as
will be sufficient to satisfy the requirements of the
Option.
6. Non-Transferability.
The right of the Optionee to exercise the Option shall
not be assignable or transferable by the Optionee otherwise
than by will or the laws of descent and distribution, and
the Option may be exercised during the lifetime of the
Optionee only by him or her. The Option shall be null and
void and without effect upon the bankruptcy of the Optionee
or upon any attempted assignment or transfer, except as
hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of
law, pledge, hypothecation or other disposition contrary to
the provisions hereof, or levy of execution, attachment,
trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be
issued upon exercise of the Option shall not be effectively
registered under the Securities Act of 1933, as amended (the
"1933 Act"), upon any date on which the Option is exercised
in whole or in part, the person exercising the Option shall
give a written representation to the Company in the form at
tached hereto as Exhibit 1 and the Company shall place an
"investment legend", so-called, as described in Exhibit 1,
upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to
qualify Shares or to cause a registration statement or a
post-effective amendment to any registration statement to be
prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like
shall be made in accordance with the Plan, as in effect on
the date of this Agreement.
9. No Special Employment or Other Rights.
Nothing contained in the Plan or this Agreement shall
be construed or deemed by any person under any circumstances
to bind the Company to continue the services or employment
of the Optionee for the period within which this Option may
be exercised. However, during the period of the Optionee's
services or employment, the Optionee shall render diligently
and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive
officers of the Company and shall at no time take any action
which directly or indirectly would be inconsistent with the
best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with
respect to any Shares which may be purchased by exercise of
this Option unless and until a certificate or certificates
representing such Shares are duly issued and delivered to
the Optionee. Except as otherwise expressly provided in the
Plan, no adjustment shall be made for dividends or other
rights for which the record date is prior to the date such
stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this
Option, the Company shall have the right to require the
Optionee to remit to the Company an amount sufficient to
satisfy all Federal, state and local withholding tax require
ments prior to the delivery of any certificate or
certificates for such Shares. The Company may agree to
permit the Optionee to withhold Shares purchased upon
exercise of this Option to satisfy the above-mentioned
withholding requirement; provided, however, no such
agreement may be made by an Optionee who is an officer or
director within the meaning of Section 16 of the Securities
Exchange Act of 1934, as amended, except pursuant to a
standing election to so withhold Shares purchased upon
exercise of an Option, such election to be made in the form
set forth in Exhibit 2 hereto and to be made not less than
six (6) months prior to the date of such exercise. Such
election may be revoked by the Optionee only upon six (6)
months prior written notice to the Company.
IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed, and the Optionee has hereunto set
his or her hand and seal, all as of the day and year first
above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ David E. Moran
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Robert P. Stiller Signature
Title: President
Name: David E. Moran
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(Printed)
Address: 16 Tamarack Place
Greenwich, CT 06831
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Social Security Number
5,000
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Number of Shares
$6.25
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Purchase Price Per Share
November 27, 2000
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Expiration Date
<PAGE>
EXHIBIT 1
TO STOCK OPTION AGREEMENT
Gentlemen:
In connection with the exercise by me as to [ ]
shares of Common Stock, $.10 per share par value, of Green
Mountain Coffee, Inc. (the "Company") under the non-quali
fied stock option agreement dated __________________,
granted to me under the 1993 Stock Option Plan, I hereby
acknowledge that I have been informed as follows:
1. The shares of common stock of the Company to be
issued to me pursuant to the exercise of said option have
not been registered under the Securities Act of 1933 (the
"1933 Act"), and accordingly, must be held indefinitely
unless such shares are subsequently registered under the
1933 Act, or an exemption from such registration is
available.
2. Routine sales of securities made in reliance upon
Rule 144 under the 1933 Act can be made only after the
holding period and in limited amounts in accordance with the
terms and conditions provided by that Rule, and in any sale
to which that Rule is not applicable, registration or
compliance with some other exemption under the 1933 Act will
be required.
3. The Company is under no obligation to me to
register the shares or to comply with any such exemptions
under the 1933 Act.
4. The availability of Rule 144 is dependent upon
adequate current public information with respect to the
Company being available and, at the time that I may desire
to make a sale pursuant to the Rule, the Company may neither
wish nor be able to comply with such requirement.
In consideration of the issuance of certificates for
the shares to me, I hereby represent and warrant that I am
acquiring such shares for my own account for investment, and
that I will not sell, pledge or transfer such shares in the
absence of an effective registration statement covering the
same, except as permitted by the provisions of Rule 144, if
applicable, or some other applicable exemption under the
1933 Act. In view of this representation and warranty, I
agree that there may be affixed to the certificates for the
shares to be issued to me, and to all certificates issued
hereafter representing such shares (until in the opinion of
counsel, which opinion must be reasonably satisfactory in
form and substance to counsel for the Company, it is no
longer necessary or required) a legend as follows:
"The shares of common stock represented by this certifi
cate have not been registered under the Securities Act of
1933, as amended (the "Act"), and were acquired by the
registered holder, pursuant to a representation and warranty
that such holder was acquiring such shares for his own
account and for investment, with no intention to transfer or
dispose of the same, in violation of the registration
requirements of the Act. These shares may not be sold,
pledged, or transferred in the absence of an effective
registration statement under the Act, or an opinion of
counsel, which opinion is reasonably satisfactory to counsel
to the Company, to the effect that registration is not
required under the Act."
I further agree that the Company may place a stop order
with its Transfer Agent, prohibiting the transfer of such
shares, so long as the legend remains on the certificates
representing the shares.
Very truly yours,
<PAGE>
EXHIBIT 2
TO STOCK OPTION AGREEMENT
Gentlemen:
The undersigned Optionee hereby elects and agrees that,
whenever the undersigned exercises a stock option (including
any options which now or may hereafter be granted), the
Company shall withhold from the shares issuable upon such
exercise, such number of shares as is equal in value to the
federal and state withholding taxes due upon such exercise.
The undersigned further acknowledges and agrees that this
election may not be revoked without six (6) months prior
written notice to the Company.
OPTIONEE
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Signature
Name: David E. Moran
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(Printed)
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Social Security Number
October 23, 1995
Gentlemen:
The undersigned Optionee hereby elects and agrees that,
whenever the undersigned exercises a stock option (including
any options which now or may hereafter be granted), the
Company shall withhold from the shares issuable upon such
exercise, such number of shares as is equal in value to the
federal and state withholding taxes due upon such exercise.
The undersigned further acknowledges and agrees that this
election may not be revoked without six (6) months prior
written notice to the Company.
OPTIONEE
/s/ David E. Moran
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Signature
Name: David E.Moran
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(Printed)
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Social Security Number