Registration No.333-
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
BEN & JERRY'S HOMEMADE, INC.
(Exact name of registrant as specified in its charter)
Vermont 2024 03-02675-43
(State or other Jurisdiction of (Primary Standard Industrial (I.R.S. Employer
Incorporation or Organization) Classification Code Number) Identification No.)
30 Community Drive
South Burlington, Vermont 05403
(Address of Principal Executive Offices, including Zip Code)
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NON-INCENTIVE STOCK OPTION AGREEMENTS FOR 261 EMPLOYEES
Perry Odak
President and Chief Executive Officer
Ben & Jerry's Homemade, Inc.
30 Community Drive
South Burlington, VT 05403
802/846-1500
(Name, Address and Telephone Number of Agent for Service)
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Please send copies of all communications to:
Howard K. Fuguet, Esquire
Ropes & Gray
One International Place
Boston, MA 02110
617-951-7000
<TABLE>
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CALCULATION OF REGISTRATION FEE
<S> <C> <C> <C> <C>
Proposed maximum Proposed maximum Amount of
Title of securities to be Amount to be offering price per aggregate offering registration
registered registered share (1) price fee
- -------------------------- ------------ ------------------- ------------------- --------------
- -------------------------- ------------ ------------------- ------------------- --------------
Class A Common Stock,
par value
$0.033 per share 200,000 (1) $21.00 $4,200,000 1,108.80
- -------------------------- ------------- -------------------- ------------------- ---------------
</TABLE>
1. Option for an aggregate of 200,000 shares of Class A Common Stock were
granted by the Compensation Committee of the Board of Directors on July 30, 1999
to 261 employees of Ben & Jerry's Homemade, Inc. by means of individual
Non-Incentive Stock Option Agreements. Exhibit 99 lists each of the 261
agreements, and indicates how many options were issued under each agreement. The
agreements are identical to the Non-Incentive Stock Option Agreement filed as an
exhibit except for the terms regarding (i) the name of the grantee of the
options and (ii) the number of options granted.
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The date of this Registration Statement is January 28, 2000 Exhibit Index on
Page 8
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
Note: The document(s) containing the information required by Item 1 of this Form
S-8 and the statement of availability of Registrant information, and other
information required by Item 2 of this Form will be sent or given to eligible
employees as specified by Rule 428(b)(1) under the Securities Act of 1933 (the
"Securities Act"). In accordance with Rule 428 and the requirements of Part I of
Form S-8, such documents are not being filed with the Securities and Exchange
Commission (the "Commission") either as part of this Registration Statement or
as prospectuses or prospectus supplements pursuant to Rule 424. The Registrant
shall maintain a file of such documents in accordance with the provisions of
Rule 428. Upon request, the Registrant will furnish to the Commission or its
staff a copy or copies of all of the documents included in such file.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
Ben & Jerry's Homemade, Inc. (the "Corporation", or the "Registrant") hereby
incorporates the following document herein by reference:
(a) The Registrant's latest annual report on Form 10-K for the fiscal year
ended December 26, 1998, filed pursuant to Section 13 of the Securities
Exchange Act of 1934 as amended (the "Exchange Act"), filed with the
Commission on March 26, 1999.
(b) Quarterly Reports on Form 10-Q for the quarters ended March 27, 1999,
June 26, 1999 and September 25, 1999 , as filed with the Commission
pursuant to Section 13 under the Exchange Act, on May 11, 1999, August
10, 1999 and November 9, 1999, respectively.
(c) The description of the Registrant's Class A Common Stock contained in
the Company's Registration Statement on Form S-1, filed pursuant to
Section 12 of the Exchange Act (No. 33-17516).
All documents subsequently filed by the Registrant pursuant to Section 13(a),
Section 13(c), Section 14 and Section 15(d) of the Exchange Act prior to the
filing of a post-effective amendment to this Registration Statement that
indicates that all securities offered have been sold or which deregisters all
securities then remaining unsold shall be deemed incorporated herein by
reference from the date of filing of such documents.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers
The Vermont Statutes Annotated, Title 8, Section 1837, as amended, regulates
indemnification by a Corporation in the following manner: a corporation may
indemnify or reimburse any person for reasonable expenses, including but not
limited to attorney fees, actually incurred by him in connection with any
action, suit or proceeding, instituted or threatened, judicial or
administrative, civil or criminal, to which he is made a party by reason of his
being or having been a director, officer or employee of an association,
provided, however, that no person can be
<PAGE>
indemnified or reimbursed, nor retain any advancement or allowance for
indemnification which may have been made by the corporation in advance of final
disposition, in relation to that action, suit or proceeding in which and to the
extent that he is found to have been guilty of a breach of good faith, to have
been negligent in the performance of his duties or to have committed an action
or failed to perform a duty for which there is common law or statutory
liability. A person, may, with the approval of the commissioner, be indemnified
or reimbursed for:
(1) Amounts paid in compromise or settlement of any action, suit or
proceeding, including reasonable expenses incurred in connection
therewith, or
(2) Reasonable expenses incurred in connection with a criminal action, suit
or proceeding in which that person has been adjudicated guilty,
negligent or liable if it shall be determined by the board of director
and by the commissioner that the person was acting in good faith and in
what he believed to be the best interests of the association and
without knowledge that the action was illegal, if the indemnification
or reimbursement is approved at an annual or special meeting of the
members by a majority of the votes eligible to be cast.
Sections 2 and 3 of the Registrant's By-laws state that the Corporation shall
indemnify an individual made a party to a proceeding because the individual is
or was a director against liability incurred in the proceeding if: (1) the
director conducted himself or herself in good faith, and (2) the director
reasonably believed: (a) in the case of conduct in the director's official
capacity with the Corporation, that the director's conduct was in its best
interests; and (b) in all other cases, that the director's conduct was at least
not opposed to its best interests, and (3) in the case of any proceeding brought
by a governmental entity, the director had no reasonable cause to believe his or
her conduct was unlawful, and the director is not finally found to have engaged
in a reckless or intentional unlawful act.
A director's conduct with respect to an employee benefit plan for a purpose the
director reasonably believed to be in the interests of the participants in and
beneficiaries of the plan is conduct that satisfies the preceding requirements.
The termination of a proceeding by judgment, order, settlement, conviction, or
upon a plea of nolo contendere or its equivalent is not, of itself,
determinative that the director did not meet the standard of conduct described
above. The Corporation may not indemnify a director: (i) in connection with a
proceeding by or in the right of the Corporation in which the director was
adjudged liable to the Corporation, or (ii) in connection with any other
proceeding charging improper personal benefit to the director, whether or not
involving action in the director's official capacity in which the director was
adjudged liable on the basis that personal benefit was improperly received by
the director. Indemnification permitted under the Registrant's by-laws in
connection with a proceeding by or in the right of the Corporation is limited to
reasonable expenses incurred in connection with the proceeding. Notwithstanding
the above, the Corporation will indemnify a director who was wholly successful,
on the merits or otherwise, in the defense of any proceeding to which the
director was a party because the director is or was a director of the
Corporation against reasonable expenses incurred by the director in connection
with the proceeding.
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Item 7. Exemption for Registration Claimed
Not applicable.
Item 8. Exhibits
4 Form of the Non-Incentive Stock Option Agreement
5.1 Opinion of Ropes & Gray.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ropes & Gray (see Exhibit 5.1).
24 Power of Attorney (Included on Signature Page).
99 List of Non-Incentive Stock Option Agreements
Item 9. Undertakings
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set
forth in the Registration Statement. Notwithstanding the foregoing,
any increase or decrease in the volume of securities offered (if the
total dollar value of securities offered would not exceed that which
was registered) and any deviation from the low or high end of the
estimated maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b) if, in
the aggregate, the changes in volume and price represent no more
than 20 percent change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table in the
effective registration statement;
(iii)To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement
or any material change to such information in this Registration
Statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) above shall
not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic
reports filed with or furnished to the Securities and Exchange
Commission by the Registrant pursuant to Section 13 or Section 15(d) of
the Exchange Act that are incorporated by reference in this
Registration Statement.
(2) That, for the purposes of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the
termination of the offering.
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(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 that is incorporated by reference in
the Registration Statement shall be deemed to be a new Registration
Statement relating to the Securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona fide
offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement on Form S-8 to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Boston, State of Massachusetts, on this 27th day
of January, 2000.
BEN & JERRY'S HOMEMADE, INC.
/s/Perry D. Odak
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By: Perry D. Odak
Chief Executive Officer, President
POWER OF ATTORNEY
Dated: January 27, 2000
Each person whose signature appears below constitutes and appoints Perry D. Odak
and Frances Rathke, and each of them singly, his true and lawful
attorney-in-fact and agent with full power of substitution and resubstitution,
for him and in his name, place and stead, in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement on Form S-8 to be filed by Ben & Jerry's Homemade, Inc., and to file
the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission making such changes in
this Registration Statement as the person(s) so acting deems appropriate, hereby
ratifying and confirming all that said attorneys-in-fact and agents, or their
substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to
the requirements of the Securities Act of 1933, as amended, this Registration
Statement on Form S-8 has been signed below by the following persons in the
capacities indicated.
Signature Capacity Date
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/s/Perry D. Odak Chief Executive Officer, Director January 27, 2000
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Perry D. Odak
/s/Frances G. Rathke Chief Financial Officer, Secretary January 27. 2000
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Frances G. Rathke
/s/ Jerry Greenfield Chairman, Board of Directors January 27. 2000
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Jerry Greenfield
/s/Pierre Ferrari Director January 27. 2000
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Pierre Ferrari
/s/ Jeffrey Furman Director January 27. 2000
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Jeffrey Furman
/s/Bennett Cohen Director January 27. 2000
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Bennett Cohen
/s/ Jennifer Henderson Director January 27. 2000
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Jennifer Henderson
/s/ Frederick A. Miller Director January 27. 2000
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Frederick A. Miller
/s/Henry Morgan Director January 27. 2000
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Henry Morgan
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EXHIBIT INDEX
Number Title of Exhibit
4 Form of Non-Incentive Stock Option Agreement
5.1 Opinion of Ropes & Gray.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of Ropes & Gray (see Exhibit 5.1).
24 Power of Attorney (Included on Signature Page).
99 List of Non-Incentive Stock Option Agreements
Exhibit 5.1
(Ropes & Gray Letterhead)
January 28, 2000
Ben & Jerry's Homemade, Inc.
30 Community Drive
South Burlington, Vermont 05403-6828
Ladies and Gentlemen:
This opinion is furnished to you in connection with a registration
statement on Form S-8 (the "Registration Statement") for the Non-Incentive Stock
Option Agreements for 261 employees, to be filed with the Securities and
Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended, for the registration of 200,000 shares of Class A Common Stock, $0.33
par value per share (the "Shares"), of Ben & Jerry's Homemade, Inc., a Vermont
Corporation (the "Company").
We have acted as counsel to the Company and are familiar with the
actions taken by the Company in connection with the Non-Incentive Stock Option
Agreements listed on Exhibit 99 to the Registration Statement (the
"Agreements"), including the votes of the Board of Directors and the
Compensation Committee of the Board of Directors of the Company. For purposes of
this opinion, we have examined the Agreements and such other documents as we
deemed appropriate.
For purposes of our opinion, we have assumed that (i) any consideration
received by the Company upon the issuance or exercise of any award granted under
the Agreements will at least be equal to the par value of the Shares issuable
upon the exercise of any stock options or subject to any other award, and (ii)
the number of shares to be issued upon any such exercise or issuance, together
with the total number of shares of the Company's Common Stock previously
outstanding, will not exceed the authorized number of shares of Common Stock
specified in the Company's Articles of Association as then in effect.
<PAGE>
Based upon the foregoing, we are of the opinion that the Shares have
been duly authorized and, when the Shares have been issued and sold and
consideration received therefor by the Company in accordance with the terms of
the Agreements, will be validly issued, fully paid and non-assessable.
We hereby consent to your filing of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
Ropes & Gray
Exhibit 23.1
Consent of Ernst & Young LLP, Independent Auditors
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Non-Incentive Stock Option Agreements for 261 Employees
listed on Exhibit 99 to such Registration Statement of Ben & Jerry's Homemade,
Inc. of our report dated January 22, 1999, except for Note 17, as to which the
date is February 26, 1999, with respect to the consolidated financial statements
and schedule of Ben & Jerry's Homemade, Inc. included in its Annual Report (Form
10-K) for the year ended December 26, 1998, filed with the Securities and
Exchange Commission.
Boston, Massachusetts
January 27, 2000
Exhibit 4
BEN & JERRY'S HOMEMADE, INC.
NON-INCENTIVE STOCK OPTION AGREEMENT
1. GRANT OF OPTION
Ben & Jerry's Homemade, Inc. ("Ben & Jerry's" or the "Company"), a
Vermont corporation, hereby, by action of the Compensation Committee of the
Board of Directors of the Company, grants to [name], an employee of the Company
(the "Employee" or a "Participant"), an option to purchase [number] shares of
Class A Common Stock of the Company, $.033 par value ("Common Stock" or "Stock")
(hereinafter referred to as the "Option"), at a price of $21 per share, which is
not less than the fair market value, purchasable as set forth in and subject to
the terms and conditions of this Stock Option Agreement (the "Agreement"). The
Option is intended to be a non-statutory stock option. The date of grant of the
Option is July 30, 1999 (hereinafter referred to as the "Grant Date").
The term "Award" shall also include the Option.
2. THE COMMITTEE
The Option shall be administered by the Compensation Committee of the
Board of Directors (the "Committee"), which shall have all of the powers here
that it has under the Ben & Jerry's 1995 Equity Incentive Plan, as if such
powers were set forth in full herein.
In granting the Option, the Committee has determined that the Option
will advance the interests of Ben & Jerry's by enhancing its ability to (a)
attract and/or retain an employee who is in a position to make significant
contributions to the success of the Company and its subsidiaries and (b)
encourage this Employee to take into account the long-term interests of the
Company through ownership of shares of the Company's Stock.
3. EXERCISE OF OPTION
Except as otherwise provided in this Agreement, this Option may be
exercised prior to July 29, 2009 (the "Expiration Date") as follows: said Option
being exercisable over a four year period, with 25% of the Option vesting at the
end of the first year anniversary of the grant date and with 1/48 of the Option
vesting at the close of each month thereafter, commencing with the month of
August 2000, such that the Option for [number] Shares would be fully vested on
July 31, 2003.
<PAGE>
4. SHARES OF STOCK
Stock delivered under this Agreement may be either authorized but
unissued or previously issued stock acquired by the Company and held in the
Treasury. No fractional shares of stock will be delivered under this Agreement.
5. INTENTIONALLY DELETED.
6. TYPES OF AWARDS
6.1. Option
Subsections (a) and (b) intentionally left blank.
(c) Duration of Option. The latest date (the Expiration Date")
on which the Option may be exercised will be the tenth anniversary of
the day immediately preceding the date the Option was granted, or such
earlier date as may have been specified by the Committee at the time
the Option was granted.
(d) Exercise of Option. The Committee may at any time and from
time to time accelerate the time at which all or any part of the Option
may be exercised. If desired, the Committee may provide for vesting
prior to the date the option becomes exercisable.
Any exercise of the Option must be in writing, signed by the
proper person and delivered or mailed to the Company, accompanied by
(1) any documents required by the Committee and (2) payment in full in
accordance with paragraph (e) below for the number of shares for which
the Option is exercised.
<PAGE>
(e) Payment for Stock. Stock purchased on exercise of the
Option must be paid for as follows: (1) in cash or by check (acceptable
to the Company in accordance with guidelines established for this
purpose), bank draft or money order payable to the order of the
Company, or (2) through the delivery of shares of Stock (which in the
case of Shares acquired from the Company have been outstanding for at
least six months) having a fair market value on the last business day
preceding the date of exercise equal to the purchase price, or (3) by
delivery of an unconditional and irrevocable undertaking by a broker to
deliver promptly to the Company sufficient funds to pay the exercise
price, or (4) if so permitted by this instrument (or by the Committee
on or after the grant of the Option), by delivery of a promissory note
by the Option holder to the Company, payable on such terms as are
specified by the Committee, or (5) by any combination of the
permissible forms of payment; provided, that if the Stock delivered
upon exercise of the Option is an original issue of authorized Stock,
at least so much of the exercise price as represents the par value of
such Stock must be paid in cash. In the event that payment of the
Option price is made under (2) above, the Committee may provide that
the Option holder be
<PAGE>
granted an additional Option covering the numbers of shares
surrendered, at an exercise price equal to the fair market value of a
share of Stock on the date of surrender.
(f) Discretionary Payments. If the market price of shares of
Stock subject to the Option exceeds the exercise price of the Option at
the time of its exercise, the Committee may cancel the Option and cause
the Company to pay in cash or in shares of Common Stock (at a price per
share equal to the fair market value per share) to the person
exercising the Option an amount equal to the difference between the
fair market value of the Stock which would have been purchased pursuant
to the exercise (determined on the date the Option is cancelled) and
the aggregate exercise price which would have been paid. The Committee
may exercise its discretion to take such action only if it has received
a written request from the person exercising the Option, but such a
request will not be binding on the Committee.
Sections 6.2 - 6.6 intentionally left blank.
7. EVENTS AFFECTING OUTSTANDING AWARDS
7.1. Death and Total or Permanent Disability.
Except as otherwise provided by the Committee, if a Participant dies or
is totally or permanently disabled as determined by the Committee, the following
will apply:
(a) All Options held by the Participant immediately prior to
death or total or permanent disability, as the case may be, shall, if
not then exercisable, be accelerated and become exercisable at such
time and then all options so held by the Participant may be exercised
by the Participant's executor or administrator or the person or persons
to whom the Option is transferred by will or the applicable laws of
descent and distribution or the Participant's guardian, at any time
within the one year period ending with the first anniversary of the
Participant's death, or total or permanent disability, as the case may
be (or such longer period as the Committee may determine), and shall
thereupon terminate. In no event, however, shall an Option or Stock
Appreciation Right remain exercisable beyond the latest date on which
it could have been exercised without regard to this Section 7. Except
as otherwise determined by the Committee, the Option held by the
Participant immediately prior to death or total permanent disability,
as the case may be, to the extent it is not then exercisable shall
terminate at the date of death or total or permanent disability as the
case may be.
(b) Intentionally left blank.
(c) Intentionally left blank.
7.2. Termination of Service (Other Than By Death or Disability).
<PAGE>
If a Participant who is an Employee ceases to be an Employee for any
reason other than death or total or permanent disability, as the case may be, or
if there is a termination (other than by reason of death or total or permanent
disability, as the case may be) of the consulting, service or similar
relationship in respect of which a non-Employee Participant was granted an Award
hereunder (such termination of the employment or other relationship being herein
referred to as a "Status Change"), the following will apply:
(a) Except as otherwise determined by the Committee, all
Options held by the Participant that were not exercisable immediately
prior to the Status Change shall terminate at the time of the Status
Change. Any Options that were exercisable immediately prior to the
Status Change will continue to be exercisable for a period of three
months (or such longer period as the Committee may determine), and
shall thereupon terminate, unless the Award provides by its terms for
immediate termination in the event of a Status Change. If the Status
Change results from a discharge for cause (gross negligence or acts
done with a malicious intent, as determined by the Committee), all
Awards will terminate if the Committee so determines in its discretion
either before or after such termination of employment. In no event,
however, shall an Option remain exercisable beyond the latest date on
which it could have been exercised without regard to this Section 7.
For purposes of this paragraph, in the case of a Participant who is an
Employee, a Status Change shall not be deemed to have resulted by
reason of (i) a sick leave or other bona fide leave of absence approved
for purposes of the Plan by the Committee, so long as the Employee's
right to reemployment is guaranteed either by statute or by contract,
or (ii) a transfer of employment between the Company and a subsidiary
or between subsidiaries, or to the employment of a corporation (or a
parent or subsidiary corporation of such corporation) issuing or
assuming an option in a transaction to which Section 424(a) of the Code
applies.
(b) Intentionally left blank.
(c) Intentionally left blank.
7.3 A Change in Control Provision
As used herein, a Change in Control and related definitions shall have
the meanings as set forth in Section 7.3 C below.
Immediately prior to the occurrence of a Change in Control:
(a) Each Option shall automatically become fully exercisable
unless the Committee shall otherwise expressly provide at the time of
grant.
<PAGE>
(b) Intentionally left blank.
In addition to the foregoing and Section 6.1(d), the Committee
may at any time prior to or after a Change in Control accelerate the
exercisability of any Options.
7.3 B Certain Corporate Transactions
(a) In the event of a consolidation or merger in which the
Company is not the surviving corporation or which results in the
acquisition of substantially all the Company's outstanding Stock by a
single person or entity or by a group of persons and/or entities acting
in concert, or in the event of the complete liquidation of the Company
or the sale or transfer of substantially all of the Company's assets (a
"Covered Transaction"), all outstanding options will terminate as of
the effective date of the Covered Transaction, provided that at least
twenty (20) days prior to the effective date of any such merger,
consolidation, liquidation or sale of assets, but subject to Paragraphs
(c) and (d) below, the Committee shall make all outstanding Options
exercisable immediately prior to consummation of such Covered
Transaction (to the extent that such Options are not exercisable
immediately prior to the consummation of the Covered Transaction
pursuant to Section 7.3A).
(b) Intentionally left blank.
(c) If an outstanding Option is subject to performance or
other conditions (other than conditions relating the mere passage of
time and continued employment) which will not have been satisfied at
the time of the Covered Transaction the Committee may, in its sole
discretion, remove such conditions. If it does not do so however, such
Option or Other Award will terminate, because the conditions have not
been satisfied, as of the date of the Covered Transaction
notwithstanding Paragraph (a) and (b) above.
(d) With respect to an outstanding Option or Other Award held
by the Participant who, following the Covered Transaction, will be
employed by a corporation which is a surviving or acquiring corporation
in such transaction or an affiliate of such a corporation, the
committee may, in lieu of the action of the Committee described in
Paragraphs (a) or (b) above or in addition to any Option being
exercisable immediately prior to consummation of the Covered
Transaction pursuant to Section 7.3A above, arrange to have such
surviving or acquiring corporation or affiliate assume the Option or
Other Award or grant to the Participant a replacement or substitute
Option or other Award on such terms as the Committee approves.
7.3 C Change in Control and Related Definitions
A "Change in Control" shall be deemed to have occurred if the
conditions set forth in any one of the following paragraphs shall have been
satisfied:
<PAGE>
(a) any Person is or becomes the Beneficial Owner, directly or
indirectly, of securities of the Company representing 35% or more of
the combined voting power of the Company's then outstanding securities;
or
(b) during any period of not more than two consecutive years
(not including any period prior to December 31, 1996), individuals who
at the beginning of such period constitute the Board and any new
director (other than a director designated by a Person who has entered
into an agreement with the Company to effect a transaction described in
Clause (a), (c), or (d) of Section 7.3 C) whose election by the Board
or nomination for election by the Company's stockholders was approved
by a vote of at least two-thirds (2/3) of the directors then still in
office who either were directors at the beginning of the period or
whose election or nomination for election was previously so approved,
cease for any reason to constitute a majority thereof; or
(c) the shareholders of the Company approve a merger or
consolidation of the Company with any other corporation, other than:
(1) a merger or consolidation which would result in
the voting securities of the Company outstanding immediately
prior thereto continuing to represent (either by remaining
outstanding or being converted into voting securities of the
surviving entity) 60% or more of the combined voting power of
the voting securities of the Company or such surviving entity
outstanding immediately after such merger or consolidation; or
(2) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in
which no person acquires 35% or more of the combined voting
power of the Company's then outstanding securities;
(d) the shareholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition
by the Company of all or substantially all the Company's assets.
Notwithstanding the foregoing provisions of this Section 7.3C,
a "Change in Control" will not be deemed to have occurred solely
because of (i) the ownership or acquisition of securities of the
Company (or any reporting requirement under the Securities Exchange Act
of 1934 relating thereto) by an employee benefit plan maintained by the
Company for the benefit of employees or by ownership or acquisition
(whether accomplished by merger, consolidation, purchase or otherwise)
by any of Ben Cohen, Jerry Greenfield, Jeffrey Furman and Perry Odak or
their "affiliates" or "associates" (as such terms are defined in Rule
12b-2 under the Act) or members of their families (or trusts for their
benefit) or charitable trusts established by any of them and/or other
related management group.
In the foregoing provisions of this Section 7.3, the following
terms shall have the meanings set forth below:
<PAGE>
"Person" shall have the meaning given in Section 3 (a) (9) of the
Securities Exchange Act of 1934, as modified and used in Sections 13 9D and
14(d) thereof; however, a Person shall not include:
(1) the Company or any controlled subsidiary of the Company;
(2) a trustee or other fiduciary holding securities under an
employee benefit plan of the Company; or,
(3) a corporation or other entity owned, directly or
indirectly, by the shareholders of the Company in substantially the
same proportions as their ownership of stock of the Company.
"Beneficial Owner" shall have the meaning defined in Rule 13d-3 under
the Securities Exchange Act of 1934 as amended from time to time.
8. GENERAL PROVISIONS
8.1. Documentation of Awards.
Awards will be evidenced by such written instruments, if any, as may be
prescribed by the Board from time to time. Such instruments may be in the form
of agreements to be executed by both the Participant and the Company, or
certificates, letters or similar instruments, which need not be executed by the
Participant but acceptance of which will evidence agreement to the terms
thereof.
8.2. Rights as a Stockholder, Dividend Equivalents.
Except as specifically provided by this Agreement, the receipt of an
Award will not give a Participant rights as a stockholder; the Participant will
obtain such rights, subject to any limitations imposed by this Agreement or the
instrument evidencing the Award, upon actual receipt of Stock. However, the
Committee may, on such conditions as it deems appropriate, provide that a
Participant will receive a benefit in lieu of cash dividends that would have
been payable on any or all Stock subject to the Participant's Award had such
Stock been outstanding. Without limitation, the Committee may provide for
payment to the Participant of amounts representing such dividends, either
currently or in the future, or for the investment of such amounts on behalf of
the Participant.
8.3. Conditions on Delivery of Stock.
The Company will not be obligated to deliver any shares of Stock
pursuant to the Plan or to remove restriction from shares previously delivered
under this Agreement (a) until all conditions of the Award have been satisfied
or removed, (b) until, in the opinion of the Company's counsel, all applicable
federal and state laws and regulation have been complied with, (c) if the
outstanding Stock is at the time listed on any stock exchange, until the shares
to be delivered have been listed or authorized to be listed on such exchange
upon official notice of notice of
<PAGE>
issuance, and (d) until all other legal matters in connection with the issuance
and delivery of such shares have been approved by the Company's counsel. If the
sale of Stock has not been registered under the Securities Act of 1933, as
amended, the Company may require, as a condition to exercise of the Award, such
representations or agreements as counsel for the Company may consider
appropriate to avoid violation of such Act and may require that the certificates
evidencing such Stock bear an appropriate legend restricting transfer.
If an Award is exercised by the Participant's legal representative, the
Company will be under no obligation to deliver Stock pursuant to such exercise
until the Company is satisfied as to the authority of such representative.
8.4. Tax Withholding.
The Company will withhold from any cash payment made pursuant to an
Award an amount sufficient to satisfy all federal, state and local withholding
tax requirements (the "withholding requirements").
In the case of an Award pursuant to which Stock may be delivered, the
Committee will have the right to require that the Participant or other
appropriate person remit to the Company an amount sufficient to satisfy the
withholding requirements, or make other arrangements satisfactory to the
Committee with regard to such requirements, prior to the delivery of any Stock.
If and to the extent that such withholding is required, the Committee may permit
the Participant or such other person to elect at such time and in such manner as
the Committee provides to have the Company hold back from the shares to be
delivered, or to deliver to the Company, Stock having a value calculated to
satisfy the withholding requirement.
8.5. Nontransferability of Awards.
No Award (other than an Award in the form of an outright transfer of
cash or Unrestricted Stock) may be transferred other than by will or by the laws
of descent and distribution, and during a Participant's lifetime an Award
requiring exercise may be exercised only by him or her (or in the event of the
Participant's incapacity, the person or persons legally appointed to act on the
Participant's behalf).
8.6. Adjustments in the Event of Certain Transactions.
(a) In the event of a stock dividend, stock split or
combination of shares, recapitalization or other change in the
Company's capitalization, or other distribution to common stockholders
other than normal cash dividends, after the effective date of this
Agreement, the Committee will make any appropriate adjustments to the
maximum number of shares that may be delivered under the Plan under
Section 4 above.
(b) In any event referred to in paragraph (a), the Committee
will also make any appropriate adjustments to the number and kind of
shares of stock or securities subject to Awards then outstanding or
subsequently granted, any exercise prices relating to Awards and any
other provision of Awards affected by such change. The Committee may
<PAGE>
also make such adjustments to take into account material changes in law
or in accounting practices or principles, mergers, consolidations,
acquisitions, dispositions or similar corporate transactions, or any
other event, if it is determined by the Committee that adjustments are
appropriate to avoid distortion in the operation of this Agreement.
8.7. Employment Rights, Etc.
Neither the execution of this Agreement nor the grant of Awards will
confer upon any person any right to continued retention by the Company or any
subsidiary as an Employee or otherwise, or affect in any way the right of the
Company or subsidiary to terminate an employment, service or similar
relationship at any time. Except as specifically provided by the Committee in
any particular case, the loss of existing or potential profit in Awards granted
under the Plan will not constitute an element of damages in the event of
termination of an employment, service or similar relationship even if the
termination is in violation of an obligation of the Company to the Participant.
8.8. Deferral of Payments.
The Committee may agree at any time, upon request of the Participant,
to defer the date on which any payment under an Award will be made.
8.9. Past Services as Consideration.
Where a Participant purchases Stock under an Award for a price equal to
the par value of the Stock the Committee may determine that such price has been
satisfied by past services rendered by the Participant.
8.10. Fair Market Value.
For purposes of this Agreement, fair market value of a share of Stock
on any date will be the closing price in the over-the-counter market with
respect to such Stock, as reported by the National Association of Securities
Dealers, Inc. Automated Quotation System or such other similar system then in
use; or, if on any such date such Stock is not quoted by any such organization,
the average of the closing bid and asked prices with respect to such Stock, as
furnished by a professional market maker making a market in such Stock selected
by the Committee; or if such prices are not available, the fair market value of
such Stock as of such date as determined in good faith by the Committee; or,
where necessary, in order to achieve the intended Federal income tax result, the
value of a share of Stock as determined by the Committee in accordance with the
applicable provisions of the Code.
<PAGE>
9. EFFECT, DISCONTINUANCE, CANCELLATION, AMENDMENT AND TERMINATION
Neither the execution of this Agreement nor the grant of Awards to the
Participant will affect the Company's right to grant to such Participant cash or
Stock awards that are not subject to this Agreement, to issue to such
Participant Stock as a bonus or otherwise, or to adopt other plans or
arrangements under which Stock be issued to Employees. The Committee may at any
time discontinue granting Awards under the Plan.
The Committee may at any time or times amend this Agreement for any
purpose which may at the time be permitted by law, or may at any time terminate
this Agreement, provided that no amendment or termination of this Agreement may
adversely affect the rights of the Participant (without the Participant's
consent).
IN WITNESS WHEREOF, each of the parties has caused the Agreement to be
executed and delivered as of July 30, 1999.
BEN & JERRY'S HOMEMADE, INC.
By: ____________________________
Senior Director of Human Resources
Richard Doran
Accepted:
- --------------------------------
Employee
Exhibit 99
================================================================================
Agreement Number of Options Granted
================================================================================
John Beuttel Non-Incentive Stock Option Agreement 9,000
================================================================================
Dennis Hughes Non-Incentive Stock Option Agreement 3,000
================================================================================
Robert Zentar Non-Incentive Stock Option Agreement 3,000
================================================================================
Michael Hughes Non-Incentive Stock Option Agreement 3,000
================================================================================
Stuart Wiles Non-Incentive Stock Option Agreement 2,000
================================================================================
Baird Wallis Non-Incentive Stock Option Agreement 3,000
================================================================================
Debra Heintz Non-Incentive Stock Option Agreement 2,000
================================================================================
Robert Aragona Non-Incentive Stock Option Agreement 2,000
================================================================================
Mary Kamm Non-Incentive Stock Option Agreement 2,000
================================================================================
Bruce Kratt Non-Incentive Stock Option Agreement 2,000
================================================================================
Lawrence Kruysman Non-Incentive Stock Option Agreement 2,000
================================================================================
Don Dennis Non-Incentive Stock Option Agreement 2,000
================================================================================
Emily Mitchell Non-Incentive Stock Option Agreement 2,000
================================================================================
Michael Dobbs Non-Incentive Stock Option Agreement 2,000
================================================================================
King BravoNon-Incentive Stock Option Agreement 2,000
================================================================================
Thomas D'Urso Non-Incentive Stock Option Agreement 2,000
================================================================================
Wendy Yoder Non-Incentive Stock Option Agreement 750
================================================================================
James Buran Non-Incentive Stock Option Agreement 1,400
================================================================================
Bogdan Boczar Non-Incentive Stock Option Agreement 900
================================================================================
Jeannette Cole Non-Incentive Stock Option Agreement 1,500
================================================================================
Michael Ziemba Non-Incentive Stock Option Agreement 1,500
================================================================================
Spencer Dunn Non-Incentive Stock Option Agreement 2,500
================================================================================
Margaret Viets Non-Incentive Stock Option Agreement 900
================================================================================
Catherine Tempesta Non-Incentive Stock Option Agreement 900
================================================================================
Sarah Forbes Non-Incentive Stock Option Agreement 900
================================================================================
Peter Gosselin Non-Incentive Stock Option Agreement 900
================================================================================
Mark Belcher Non-Incentive Stock Option Agreement 1,200
================================================================================
Susan Renaud Non-Incentive Stock Option Agreement 900
================================================================================
Gary Epright Non-Incentive Stock Option Agreement 750
================================================================================
Thomas Phillips Non-Incentive Stock Option Agreement 900
================================================================================
David Hakes Non-Incentive Stock Option Agreement 900
================================================================================
Stewart Boyd Non-Incentive Stock Option Agreement 900
================================================================================
Lucas Jenson Non-Incentive Stock Option Agreement 1,300
================================================================================
Randy Wurtsbaugh Non-Incentive Stock Option Agreement 900
================================================================================
Thomas Maxwell Non-Incentive Stock Option Agreement 900
================================================================================
Kevin Favreau Non-Incentive Stock Option Agreement 1,400
================================================================================
Janet Scarf Non-Incentive Stock Option Agreement 900
================================================================================
Chrystal Heimert Non-Incentive Stock Option Agreement 1,150
================================================================================
Elizabeth Gibbons Non-Incentive Stock Option Agreement 1,200
================================================================================
Carol Hickman Non-Incentive Stock Option Agreement 1,500
================================================================================
William Patten Non-Incentive Stock Option Agreement 1,200
================================================================================
J. Patrick Burns Non-Incentive Stock Option Agreement 900
================================================================================
Robert Sweeney Non-Incentive Stock Option Agreement 900
================================================================================
John LeBourveau Jr. Non-Incentive Stock Option Agreement 1,500
================================================================================
Debra Kilpatrick Non-Incentive Stock Option Agreement 900
================================================================================
Stephen Nooney Non-Incentive Stock Option Agreement 1,150
================================================================================
Lori Nelson Non-Incentive Stock Option Agreement 900
================================================================================
Paul Obuchowski Non-Incentive Stock Option Agreement 900
================================================================================
Alison Godard Non-Incentive Stock Option Agreement 1,150
================================================================================
Debra Royce Non-Incentive Stock Option Agreement 1,400
================================================================================
Arnold Carbone Non-Incentive Stock Option Agreement 1,400
================================================================================
Patrick Fleming Non-Incentive Stock Option Agreement 900
================================================================================
Brian Gaines Non-Incentive Stock Option Agreement 900
================================================================================
Kenneth Russack Non-Incentive Stock Option Agreement 900
================================================================================
Sandra Julius Non-Incentive Stock Option Agreement 600
================================================================================
Stuart MacDonald Non-Incentive Stock Option Agreement 900
================================================================================
Allen Goodine Non-Incentive Stock Option Agreement 900
================================================================================
Judith Erikson Non-Incentive Stock Option Agreement 1,100
================================================================================
Melita DeBellis Non-Incentive Stock Option Agreement 900
================================================================================
Jean Stetter Non-Incentive Stock Option Agreement 900
================================================================================
Joseph Wilkins Non-Incentive Stock Option Agreement 900
================================================================================
Patricia Walsten Non-Incentive Stock Option Agreement 900
================================================================================
Andrea Asch Non-Incentive Stock Option Agreement 900
================================================================================
Martha Lunbeck Non-Incentive Stock Option Agreement 900
================================================================================
Stephen Vantine Non-Incentive Stock Option Agreement 900
================================================================================
Kathleen Kennedy Non-Incentive Stock Option Agreement 900
================================================================================
Daniel Carver Non-Incentive Stock Option Agreement 900
================================================================================
Candelin Wahl Non-Incentive Stock Option Agreement 900
================================================================================
David Stever Non-Incentive Stock Option Agreement 900
================================================================================
Ellyn Ladd Non-Incentive Stock Option Agreement 900
================================================================================
Mark Barlow Non-Incentive Stock Option Agreement 900
================================================================================
Nancy Stoddard Non-Incentive Stock Option Agreement 900
================================================================================
Douglas Walter Non-Incentive Stock Option Agreement 1,400
================================================================================
Claire Doyon Non-Incentive Stock Option Agreement 900
================================================================================
Denise Sanders Non-Incentive Stock Option Agreement 900
================================================================================
Linda Johnston Non-Incentive Stock Option Agreement 900
================================================================================
Jeffrey Edwards Non-Incentive Stock Option Agreement 900
================================================================================
Diane Speakman Non-Incentive Stock Option Agreement 900
================================================================================
Robert Carlson Non-Incentive Stock Option Agreement 900
================================================================================
Jean Doyle Non-Incentive Stock Option Agreement 900
================================================================================
Rosanne Benter Non-Incentive Stock Option Agreement 900
================================================================================
David Kolby Non-Incentive Stock Option Agreement 900
================================================================================
Jesus Garcia Non-Incentive Stock Option Agreement 900
================================================================================
Peter Cooke Non-Incentive Stock Option Agreement 900
================================================================================
Joe Hanna Non-Incentive Stock Option Agreement 900
================================================================================
Terrence Meyer Non-Incentive Stock Option Agreement 900
================================================================================
Jay Wehmeyer Non-Incentive Stock Option Agreement 900
================================================================================
Thomas Cuozzo Non-Incentive Stock Option Agreement 900
================================================================================
Sharlene Silva Non-Incentive Stock Option Agreement 900
================================================================================
Paul Stephens Non-Incentive Stock Option Agreement 900
================================================================================
Leslie Veader Non-Incentive Stock Option Agreement 900
================================================================================
Nancy French Non-Incentive Stock Option Agreement 900
================================================================================
Kimberly Steinfeld Non-Incentive Stock Option Agreement 1,200
================================================================================
Tracy Burns Non-Incentive Stock Option Agreement 900
================================================================================
Penny Tudor Non-Incentive Stock Option Agreement 900
================================================================================
Robert Ciechanowicz Non-Incentive Stock Option Agreement 900
================================================================================
Peter Nolan Non-Incentive Stock Option Agreement 900
================================================================================
Bradley Hodgdon Non-Incentive Stock Option Agreement 600
================================================================================
Richard Jenkins Non-Incentive Stock Option Agreement 600
================================================================================
Melissa Meierstein-Loomis Non-Incentive Stock Option Agreement 600
================================================================================
Joan Painter Non-Incentive Stock Option Agreement 800
================================================================================
Todd Regan Non-Incentive Stock Option Agreement 600
================================================================================
Jason Sweeney Non-Incentive Stock Option Agreement 800
================================================================================
Beecher Eurich Non-Incentive Stock Option Agreement 600
================================================================================
Gary LaRose Non-Incentive Stock Option Agreement 600
================================================================================
Todd Morse Non-Incentive Stock Option Agreement 600
================================================================================
Paul Goulart Non-Incentive Stock Option Agreement 600
================================================================================
Michael Brink Non-Incentive Stock Option Agreement 600
================================================================================
Amy Boisvert Non-Incentive Stock Option Agreement 600
================================================================================
Christopher Lamotte Non-Incentive Stock Option Agreement 800
================================================================================
John Kendrick Non-Incentive Stock Option Agreement 600
================================================================================
Walter Bouchard Non-Incentive Stock Option Agreement 600
================================================================================
Julie Atwood Non-Incentive Stock Option Agreement 600
================================================================================
Gene Steinfeld Non-Incentive Stock Option Agreement 600
================================================================================
Sarah Sparks Non-Incentive Stock Option Agreement 900
================================================================================
Clayton Lamson Non-Incentive Stock Option Agreement 600
================================================================================
David Ravenscroft Non-Incentive Stock Option Agreement 600
================================================================================
Michael Gilbert Non-Incentive Stock Option Agreement 600
================================================================================
Michael Hodulik Non-Incentive Stock Option Agreement 600
================================================================================
Roland Wilhelm Non-Incentive Stock Option Agreement 600
================================================================================
William Price Non-Incentive Stock Option Agreement 600
================================================================================
Timothy O'Meara Non-Incentive Stock Option Agreement 600
================================================================================
Eric Fredette Non-Incentive Stock Option Agreement 600
================================================================================
Dale Conoscenti Non-Incentive Stock Option Agreement 600
================================================================================
Danie Scheidt Non-Incentive Stock Option Agreement 600
================================================================================
Sara Mann Non-Incentive Stock Option Agreement 600
================================================================================
Wanda Mitchell Non-Incentive Stock Option Agreement 600
================================================================================
Margaret Brauer Non-Incentive Stock Option Agreement 900
================================================================================
Kathleen Neugold Non-Incentive Stock Option Agreement 600
================================================================================
Richard Duda Non-Incentive Stock Option Agreement 600
================================================================================
Ian Ormon Non-Incentive Stock Option Agreement 1,200
================================================================================
Todd Rexford Non-Incentive Stock Option Agreement 600
================================================================================
Thomas Burrows Non-Incentive Stock Option Agreement 600
================================================================================
Lexcy Prahl Non-Incentive Stock Option Agreement 600
================================================================================
Joel Gabert Non-Incentive Stock Option Agreement 600
================================================================================
Christopher Unrue Non-Incentive Stock Option Agreement 600
================================================================================
Robert Acree Non-Incentive Stock Option Agreement 600
================================================================================
Randy Aiken Non-Incentive Stock Option Agreement 600
================================================================================
Norman Partlow Non-Incentive Stock Option Agreement 600
================================================================================
Harvey Ingram Non-Incentive Stock Option Agreement 600
================================================================================
Richard Butler Non-Incentive Stock Option Agreement 600
================================================================================
Steven Hebert Non-Incentive Stock Option Agreement 600
================================================================================
Richard Rennie Non-Incentive Stock Option Agreement 600
================================================================================
Stephen Ferreira Non-Incentive Stock Option Agreement 850
================================================================================
Jill Bujold Non-Incentive Stock Option Agreement 600
================================================================================
Mark Dincecco Non-Incentive Stock Option Agreement 600
================================================================================
Michael Morrison Non-Incentive Stock Option Agreement 600
================================================================================
Laurie Vien Non-Incentive Stock Option Agreement 600
================================================================================
Nancy Parks Non-Incentive Stock Option Agreement 600
================================================================================
Laura Byrne Non-Incentive Stock Option Agreement 600
================================================================================
Jay King Non-Incentive Stock Option Agreement 600
================================================================================
Deborah Howard Non-Incentive Stock Option Agreement 600
================================================================================
Laurie LeBourveau Non-Incentive Stock Option Agreement 600
================================================================================
Peter Kennedy Non-Incentive Stock Option Agreement 900
================================================================================
Melody Plante Non-Incentive Stock Option Agreement 600
================================================================================
Mary Wylde Non-Incentive Stock Option Agreement 600
================================================================================
Michelle Moses Non-Incentive Stock Option Agreement 600
================================================================================
Shawna Parizo Non-Incentive Stock Option Agreement 300
================================================================================
Michael Spinelli Non-Incentive Stock Option Agreement 300
================================================================================
Rebecca Ouellette Morton Non-Incentive Stock Option Agreement 300
================================================================================
Stephen Burrington Non-Incentive Stock Option Agreement 600
================================================================================
Kathy Boutin Non-Incentive Stock Option Agreement 300
================================================================================
Gary Henderson Non-Incentive Stock Option Agreement 300
================================================================================
Gary Audy Non-Incentive Stock Option Agreement 300
================================================================================
John Shaffer Non-Incentive Stock Option Agreement 300
================================================================================
Robert Douglas II Non-Incentive Stock Option Agreement 300
================================================================================
Rebecca Golden Non-Incentive Stock Option Agreement 300
================================================================================
Danielle Mowery Non-Incentive Stock Option Agreement 300
================================================================================
Bram Kleppner Non-Incentive Stock Option Agreement 300
================================================================================
Paula Rea Non-Incentive Stock Option Agreement 600
================================================================================
Roy Cook Non-Incentive Stock Option Agreement 300
================================================================================
Thomas Noyes Non-Incentive Stock Option Agreement 300
================================================================================
Marc Kenny Non-Incentive Stock Option Agreement 300
================================================================================
Pamela VanDeursen Non-Incentive Stock Option Agreement 300
================================================================================
Carrie LaPine-Walker Non-Incentive Stock Option Agreement 300
================================================================================
Jon Meyers Non-Incentive Stock Option Agreement 300
================================================================================
Janet Norcross Non-Incentive Stock Option Agreement 300
================================================================================
David Fitzgerald Non-Incentive Stock Option Agreement 300
================================================================================
Cynthia Boros Non-Incentive Stock Option Agreement 300
================================================================================
Charles Billingsley Non-Incentive Stock Option Agreement 300
================================================================================
Marianne Corcoran Non-Incentive Stock Option Agreement 300
================================================================================
Daron Byerly Non-Incentive Stock Option Agreement 300
================================================================================
Dian Elliott Non-Incentive Stock Option Agreement 300
================================================================================
Pamela Root Non-Incentive Stock Option Agreement 300
================================================================================
Claudine Cole Non-Incentive Stock Option Agreement 300
================================================================================
Lynda Blouin-English Non-Incentive Stock Option Agreement 400
================================================================================
Denise Dean Non-Incentive Stock Option Agreement 300
================================================================================
Kim Schaefer Non-Incentive Stock Option Agreement 300
================================================================================
Ruaidrhi Carroll Non-Incentive Stock Option Agreement 300
================================================================================
Albert Menard Non-Incentive Stock Option Agreement 300
================================================================================
Eric Hale Non-Incentive Stock Option Agreement 300
================================================================================
Gary Buealmont Non-Incentive Stock Option Agreement 300
================================================================================
Sue Hudson Non-Incentive Stock Option Agreement 300
================================================================================
Gail Cummings Non-Incentive Stock Option Agreement 300
================================================================================
Catherine Dinsmore Non-Incentive Stock Option Agreement 300
================================================================================
Todd Logan Non-Incentive Stock Option Agreement 300
================================================================================
Amy Pfeiffer Non-Incentive Stock Option Agreement 300
================================================================================
Lee Holden Non-Incentive Stock Option Agreement 300
================================================================================
Stacy Riley Non-Incentive Stock Option Agreement 300
================================================================================
Susan Scheer Non-Incentive Stock Option Agreement 300
================================================================================
Mildred Badger Non-Incentive Stock Option Agreement 300
================================================================================
Rickey Rouleau Non-Incentive Stock Option Agreement 600
================================================================================
Michelle Malaney Non-Incentive Stock Option Agreement 600
================================================================================
Scott Reed Non-Incentive Stock Option Agreement 300
================================================================================
Brent Campbell Non-Incentive Stock Option Agreement 300
================================================================================
Susan Bittermann Non-Incentive Stock Option Agreement 300
================================================================================
Lauri Thurber Non-Incentive Stock Option Agreement 300
================================================================================
Michael Atwood Non-Incentive Stock Option Agreement 300
================================================================================
Theresa Dennis Non-Incentive Stock Option Agreement 600
================================================================================
Linda Schwarm Non-Incentive Stock Option Agreement 300
================================================================================
Dorothy Stirk Non-Incentive Stock Option Agreement 300
================================================================================
Amy Caldwell Non-Incentive Stock Option Agreement 300
================================================================================
Eugene Gratton Non-Incentive Stock Option Agreement 300
================================================================================
Tania Badeau Non-Incentive Stock Option Agreement 300
================================================================================
Jeanne Satink Non-Incentive Stock Option Agreement 300
================================================================================
Lynn Ronci Non-Incentive Stock Option Agreement 300
================================================================================
Kristen Gedeon Non-Incentive Stock Option Agreement 300
================================================================================
Kettiluigina Cicco Non-Incentive Stock Option Agreement 300
================================================================================
Robert Stilson Non-Incentive Stock Option Agreement 300
================================================================================
Robert Schofield Non-Incentive Stock Option Agreement 300
================================================================================
Beverly Hammond Non-Incentive Stock Option Agreement 300
================================================================================
Patricia Walton Non-Incentive Stock Option Agreement 300
================================================================================
Cindy Houston Non-Incentive Stock Option Agreement 300
================================================================================
Carol O'Neill Non-Incentive Stock Option Agreement 300
================================================================================
Alicia Poquette Non-Incentive Stock Option Agreement 300
================================================================================
Robert McCarthy Non-Incentive Stock Option Agreement 300
================================================================================
Timothy Steward Non-Incentive Stock Option Agreement 300
================================================================================
Scott Beaudin Non-Incentive Stock Option Agreement 300
================================================================================
Angela Sanderson Non-Incentive Stock Option Agreement 300
================================================================================
Michele Curren Non-Incentive Stock Option Agreement 300
================================================================================
Jeanne Victoria Orner Non-Incentive Stock Option Agreement 300
================================================================================
Kate Warwick Non-Incentive Stock Option Agreement 500
================================================================================
Tonnette Pratt Non-Incentive Stock Option Agreement 300
================================================================================
Eric Masterton-Mott Non-Incentive Stock Option Agreement 300
================================================================================
Heather York Non-Incentive Stock Option Agreement 300
================================================================================
Alain Beliveau Non-Incentive Stock Option Agreement 300
================================================================================
Marguerite Sayah Non-Incentive Stock Option Agreement 300
================================================================================
Tracy Knight Non-Incentive Stock Option Agreement 300
================================================================================
Valerie White Non-Incentive Stock Option Agreement 300
================================================================================
Sean Greenwood Non-Incentive Stock Option Agreement 300
================================================================================
Katharina Frazier Non-Incentive Stock Option Agreement 300
================================================================================
Alan Aitken Non-Incentive Stock Option Agreement 300
================================================================================
Amy Weller Non-Incentive Stock Option Agreement 300
================================================================================
Justin Worthley Non-Incentive Stock Option Agreement 400
================================================================================
Karin Thomas Non-Incentive Stock Option Agreement 300
================================================================================
John Murray Non-Incentive Stock Option Agreement 300
================================================================================
Ian Hills Non-Incentive Stock Option Agreement 900
================================================================================
Mathew Fulbrook Non-Incentive Stock Option Agreement 900
================================================================================
Naigee Gopal Non-Incentive Stock Option Agreement 900
================================================================================
Roy West Non-Incentive Stock Option Agreement 900
================================================================================
Mark Dayton Non-Incentive Stock Option Agreement 200
================================================================================
Michelle Sinclair Non-Incentive Stock Option Agreement 200
================================================================================
Amanda Smyth Non-Incentive Stock Option Agreement 200
================================================================================
Paula Cox Non-Incentive Stock Option Agreement 300
================================================================================
Marie Anne Echevard Non-Incentive Stock Option Agreement 900
================================================================================
Loic Drapeau Non-Incentive Stock Option Agreement 900
================================================================================
Ludovic Schelling Non-Incentive Stock Option Agreement 500
================================================================================
Philippe LeBras Non-Incentive Stock Option Agreement 500
================================================================================
Fabrice Costantini Non-Incentive Stock Option Agreement 800
================================================================================
David Dupry Non-Incentive Stock Option Agreement 300
================================================================================
Christopher Dolinsek Non-Incentive Stock Option Agreement 300
================================================================================
