Exhibit 10.20
1998 NON-QUALIFIED STOCK OPTION AGREEMENT
Agribrands International, Inc. (the "Company"), effective September 25,
1998, grants this Non-Qualified Stock Option to ____________ ("Optionee") to
purchase a total of 5,000 shares of its $.01 par value Common Stock (the "Common
Stock") at a price of $21.69 per share pursuant to the Agribrands International,
Inc. Incentive Stock Plan (the "Plan"). Subject to the provisions of the Plan
and the following terms, Optionee may exercise this option as set forth below by
tendering to the Company written notice of exercise together with the purchase
price in either cash, or in shares of Common Stock of the Company at their fair
market value as determined by the Company's Board of Directors (the "Board"), or
in both cash and such shares.
NOW THEREFORE, the Company and Optionee agree, for and in consideration of
the terms hereof, as follows:
1. Normal Exercise. This Option becomes exercisable on September 25, 2007, and
remains exercisable through September 24, 2008, unless Optionee is no
longer a continuously serving member of the Board, in which case the Option
is exercisable only in accordance with the provisions of Section 2 below.
2. Exercise After Certain Events. Upon the occurrence of any of the events
described below, this Option shall become exercisable in full on the date
of such event and shall remain exercisable for the periods set forth below,
but, in any event, not later than September 24, 2008. Thereafter, the
unexercised portion of this Option is forfeited and may not be exercised.
a. Optionee's retirement from the Board, following expiration of term
without re-election to a subsequent term (exercisable for three
years).
b. Optionee's retirement or resignation from the Board, prior to
expiration of any term (other than due to Change of Control)
(exercisable for one year).
c. Optionee's removal or resignation due to declaration of disability
(exercisable for three years).
d. Optionee's death by beneficiary in accordance with Section V of the
Plan (exercisable for three years).
e. Change of Control of the Company (exercisable for six months).
3. Forfeiture. Notwithstanding anything to the contrary contained in the Plan,
this Option is subject to forfeiture if Optionee renders services to a
competitor or is removed from his position as a Director for cause in
accordance with the Company's Articles and Bylaws and the corporation laws
of the State of Missouri or if Optionee fails to exercise this Option
within the appropriate period set forth in Section 1, but shall not be
subject to forfeiture for any other reason. Following forfeiture, no
portion of this Option may be exercised.
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4. Severability. The invalidity or unenforceability of any provision hereof in
any jurisdiction shall not affect the validity or enforceability of the
remainder hereof in that jurisdiction, or the validity or enforceability of
this Non-Qualified Stock Option, including that provision, in any other
jurisdiction. To the extent permitted by applicable law, the Company and
Optionee each waive any provision of law that renders any provision hereof
invalid, prohibited or unenforceable in any respect. If any provision of
this Option is held to be unenforceable for any reason, it shall be
adjusted rather than voided, if possible, in order to achieve the intent of
the parties to the extent possible.
5. Adjustments. Upon any extraordinary dividend, stock split, stock dividend,
issuance of any targeted stock, recapitalization, warrant or rights
issuance or combination, exchange or reclassification with respect to any
outstanding class or series of Stock, or consolidation, merger or sale of
all or substantially all of the assets of the Company, the Committee shall
cause appropriate adjustments to be made to the terms of this Award.
ACKNOWLEDGED AGRIBRANDS INTERNATIONAL, INC.
AND ACCEPTED:
___________________________ BY: ____________________________
Optionee David R. Wenzel
Chief Financial Officer
___________________________
Date
