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EXHIBIT (d)(2)
Option No. [OPTION NUMBER]
LANTE CORPORATION
FORM OF NONQUALIFIED STOCK OPTION AGREEMENT
(Employee)
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GRANT EXPIRATION NUMBER OF OPTION PRICE
NAME DATE DATE SHARES PER SHARE
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[NAME] [OPT DATE] [EXP DATE] [SHARES] $[PRICE]
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The key employee named above (the "Employee") has been granted a nonqualified
stock option ("Option") to purchase common shares of Lante Corporation ("Lante")
on the terms and subject to the conditions described below. This option is
granted pursuant to Lante's Amended and Restated 1998 Stock Option Plan (the
"Plan"). Lante and Employee agree as follows:
1. Number of Shares Optioned; Option Price.
Lante grants to Employee the right and option to purchase, in the
aggregate, the number of Lante's $0.01 par value common shares ("Common Shares")
shown above at the option price per share shown above. The Option granted is not
intended to be treated, and will not be treated, as an incentive stock option
within the meaning of Section 422 of the Internal Revenue Code of 1986, as
amended (the "Code"). The granting of the Option shall impose no obligation on
Employee to exercise such Option.
2. Limitation on Exercise of Option.
Except as provided in the Plan or in this Option, and unless the Committee
establishes otherwise, Employee is entitled to purchase, in whole or in part,
not more than the percentage portion of the total number of Common Shares shown
above according to the percentages and subsequent years of active employment
with Lante specified below, but before a date or event of termination as
described in this Option as follows:
2.77% after one month of active employment with Lante after grant
date, plus
2.77% for each additional full month of active employment with Lante
thereafter.
Except as provided in the Plan or in this Agreement, this Option may not be
exercised before the periods specified above or after the expiration date shown
above (the "Expiration Date"). This Option may not be exercised for fractional
Common Shares.
3. Termination of Service.
If Employee ceases to be an employee of Lante for any reason other than
Disability or death, then Employee shall have until the earlier of (i) the
Expiration Date, or (ii) ninety (90) days from the date of termination of
Employee's employment to exercise this Option to the extent to which Employee
would otherwise be entitled to
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exercise this Option on or prior to the date of such termination as provided in
Paragraph 2. To the extent Employee is not entitled to exercise this Option
prior to the date of Employee's termination, such outstanding and unexercised
Option shall immediately lapse and Employee shall have no further rights with
respect to it, effective as of the date of termination of Employee's employment.
Nothing contained herein shall limit Lante's rights to terminate the employment
of Employee at any time for any reason.
4. Rights in the Event of Disability or Death.
If Employee's employment with Lante is terminated due to Disability or
death, this Option shall be exercisable until the earlier of:
(i) the Expiration Date, or
(ii) one (1) year from the date of such Disability or death
to the extent to which Employee would otherwise be entitled to exercise this
Option on or prior to the date of such termination as provided in Paragraph 2.
To the extent Employee is not entitled to exercise any portion of this Option
prior to the date of Employee's termination due to Disability or death, such
unexercised portion of the Option shall immediately lapse, effective as of the
date of termination of Employee's employment on account of Disability or death.
5. Method of Exercising Option.
Employee may exercise the Option in accordance with the terms hereof and in
the Plan by providing to Lante (i) a written notice identifying this Option and
stating the number of Common Shares which Employee desires to purchase; (ii)
payment in full of the option price per share for the Common Shares then being
acquired by certified or cashier's check payable to the order of Lante in full
payment for the Common Shares being purchased; and (iii) execution of a
counterpart of Lante's then current Shareholders Agreement in substantially the
form of Lante's current Shareholders Agreement. Subject to the foregoing, this
Option will be considered exercised with respect to the number of Common Shares
Employee desires to purchase on the date that Lante receives Employee's notice
of exercise, the certified or cashier's check in the office of Lante's
Treasurer, at the address specified in Paragraph 7, and an executed counterpart
of the Shareholders Agreement. Lante may in its discretion provide for alternate
means of exercise of this Option. Employee shall not acquire any rights or
privileges as a shareholder of Lante for any Common Shares issuable upon the
exercise of this Option until such Common Shares have been duly issued by Lante.
Lante shall have the right to delay the issue or delivery of any Common Shares
to be delivered hereunder until (i) the completion of such registration or
qualification of such shares under federal or state law, ruling or regulation as
Lante deems to be necessary or advisable; and (ii) receipt from Employee of such
documents and information as Lante deems necessary or appropriate in connection
with such registration or qualification or the issuance of Common Shares
hereunder. In the event of Employee's death, the Option may be exercised by the
personal representative, administrator or other representative of Employee's
estate, or the person to whom this Option shall pass by will or beneficiary
designation.
6. Prohibition Against Transfer, Pledge, and Attachment.
This Option, and the rights and privileges conferred by it, is personal to
Employee and may not be transferred, assigned, pledged or hypothecated in any
way (whether by operation of law or otherwise), and during Employee's lifetime
shall be exercisable only by Employee. Employee may transfer this Option, and
the rights and privileges conferred by it, upon Employee's death, either by will
or under the laws of descent and distribution, or by beneficiary designation
made in such form and subject to such limitations as may from time to time be
acceptable to the Committee and delivered to and accepted by the Committee. All
such persons shall be subject to all of the terms
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and conditions of this Agreement to the same extent as would Employee if still
alive. Notwithstanding the foregoing, Employee may transfer all or part of this
Option to Employee's immediate family members, to trusts for the benefit of
Employee and/or such immediate family members and to partnerships or other
entities in which Employee and/or such immediate family members own all the
equity interests; provided, however, Employee may not make such a transfer to
any such person without the prior written consent of Lante, which consent may be
granted or denied in the sole discretion of Lante. All such persons shall be
subject to all of the terms and conditions of this Option to the same extent as
Employee. This Option, and the rights and privileges conferred by it, may not be
subjected to execution, attachment or similar process.
7. Notices.
Any notice to be given to Lante under the terms of this Agreement shall be
addressed to the attention of Lante's Treasurer, 161 North Clark Street, Suite
4900, Chicago, Illinois 60601-3221, and any notice to be given to Employee may
be addressed to him at his address as it appears in the payroll records of
Lante, or at such other addresses as either party may designate in writing to
the other.
8. Provisions of the Plan Control.
This Option is subject to, and qualified in its entirety by reference to,
the terms and conditions of the Plan under which it is granted, a copy of which
may be examined by Employee at the office of the Treasurer, and the provisions
of the Plan shall be incorporated into and be a part of this Option. This Option
is void if not properly granted by the Committee in accordance with the Plan, or
if the terms hereof do not conform to the terms of the option so granted. The
Plan empowers the Committee to make interpretations, rules and regulations under
it. Determinations by the Committee with respect to the Plan shall be final,
binding and conclusive upon Employee. Capitalized terms not defined herein shall
have the meanings ascribed to them in the Plan.
9. Taxes.
Lante may require payment of or withhold any tax which it believes is
required to be the obligation of Employee as a result of the grant or exercise
of this Option, and Lante may defer making delivery of Common Shares or
hereunder until arrangements satisfactory to Lante have been made for such tax
obligations.
Lante has caused this Agreement to be executed and Employee has executed
the same as evidence of Employee's acceptance hereof and upon the terms and
conditions herein set forth as of the grant date shown above.
LANTE CORPORATION
By:________________________________ _____________________________________
Mark A. Tebbe, Chairman Employee
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