Stock Option Agreement [Non-Qualified Stock Option] - Green Mountain Coffee Inc. and David E. Moran
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
NON-QUALIFIED STOCK OPTION
April 13, 1999
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 consultant
to the Company (the "Optionee").
The Company desires to grant the Optionee a non-qualified stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
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 non-qualified stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is not intended to 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 set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 5,000 Shares on the date
of this Agreement, and 25% of the remaining Shares on each of the first four
anniversary dates of this Agreement.
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 determined by the Board of Directors of
the Company (the "Board").
(ii) 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 consultancy to the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
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 attached 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 Consultancy or Employment 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
consulting relationship of, or to employ, the Optionee for the period within
which this Option may be exercised. However, during the period of the Optionee's
consultancy, 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
requirements 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.
IN WITNESS HEREOF, 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 David E. Moran
President
7,500
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Number of Shares
$5.875
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Purchase Price Per Share
April 13, 2009
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Expiration Date