As filed with the Securities and Exchange Commission on January 18, 2000
Registration No. 333
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
J & J SNACK FOODS CORP.
(Exact name of Registrant as specified in its charter)
New Jersey 2050 22-1935537
(State or other (Primary Standard (I.R.S. Employer
jurisdiction of Industrial Identification
incorporation or Classification Number)
organization) Code Number)
J & J SNACK FOODS CORP.
6000 Central Highway
Pennsauken, New Jersey 08109
(Address, including zip code of Registrant's principal executive
offices)
J & J SNACK FOODS CORP.
1992 STOCK OPTION PLAN AND THE 1992 NON-STATUTORY STOCK OPTION
PLAN
FOR NON-EMPLOYEE DIRECTORS
AND CHIEF EXECUTIVE OFFICER
(Full title of the Plan)
GERALD B. SHREIBER
Chairman, President, Chief Executive Officer
and Director
J & J Snack Foods Corp.
600 Central Highway
Pennsauken, NJ 08109
(856) 665-9533
(Name, address and telephone number,
including area code, of agent for service)
Copies to:
A. FRED RUTTENBERG, ESQUIRE
Blank Rome Comisky & McCauley LLP
A Pennsylvania LLP
210 Lake Drive East, Suite 200
Cherry Hill, New Jersey 08002
(856) 779-3600
CALCULATION OF REGISTRATION FEE
Title of each Amount Proposed
class of to be maximum Proposed Amount of
securities to be registere offering maximum registrat
registered d(1) price offering ion fee
per share price
Common Stock ... 1,100,000 $19.00 (2) $20,900,000.00 $5,517.60
(1) Pursuant to Rule 416 under the Securities Act of 1933, as
amended, this Registration Statement covers, in addition to the
number of shares set forth above, an indeterminate number of
shares which, by reason of certain events specified in the Plans,
may become subject to the Plans pursuant to the anti-dilution
provision of the Plans.
(2) Estimated in accordance with Rule 457(h), solely for the purpose
of calculating the registration fee.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
The document(s) containing the information specified in Part
I of Form S-8 will be sent or given to participants in the J & J
Snack Foods Corp. 1992 Stock Option Plan and the1992 Non-
Statutory Stock Option Plan for Non-Employee Directors and Chief
Executive Officers (the "Plans") as specified by Rule 428(b)(1)
promulgated by the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the
"Securities Act").
Such documents are not being filed with the Commission, but
constitute (along with the documents incorporated by reference
into this Registration Statement pursuant to Item 3 of Part II
hereof) a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
Item 2. Registrant Information and Employee Plan Annual
Information.
The document(s) containing the information specified in Item
2 will be sent or given to employees as specified in Rule
428(b)(1) and are not required to be filed as part of this
Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously or concurrently filed by
J & J Snack Foods Corp. ("J & J" or the "Company") with the
Commission are hereby incorporated by reference in this
Registration Statement:
(i) The Company's Annual Report on Form 10-K for the
fiscal year ended September 25, 1999 (File No. 0-14616)
filed pursuant to Rule 13a-1 of the Securities Exchange
Act of 1934, as amended (the "Exchange Act") and all
amendments thereto;
(ii)All other reports filed by the Company pursuant to
Section 13(a) or 15(d) of the Exchange Act since the
end of the fiscal year covered by the Annual Report on
Form 10-K referred to in (i) above; and
(iii)The description of the Company's Common Stock, which
is incorporated by reference to the Company's
Registration Statement on Form S-2 (File No. 33-40811)
filed with the Commission on May 24, 1991 and all
amendments or reports filed for the purpose of updating
such description.
All reports and other documents subsequently filed by the
Company with the Commission pursuant to Sections 13(a), 13(c), 14
or 15(d) of the Exchange Act, after the date hereof, and prior to
the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by
reference into this Registration Statement and to be a part
thereof from the date of the filing of such documents. Any
statement contained in the documents incorporated, or deemed to
be incorporated, be reference herein or therein shall be deemed
to be modified or superseded for purposes of this Registration
Statement and the Prospectus to the extent that a statement
contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by
reference herein or therein modifies or supersedes such
statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute
a part of this Registration Statement and the Prospectus.
The Company shall furnish without charge to each person to
whom the Prospectus is delivered, on the written or oral request
of such person, a copy of any or all of the documents
incorporated by reference, other than exhibits to such documents
(unless such exhibits are specifically incorporated by reference
to the information that is incorporated). Requests should be
directed to Dennis G. Moore, Secretary of the Company, J & J
Snack Foods Corp., 6000 Central Highway, Pennsauken, New Jersey
08109, telephone number (856) 665-9533.
All information appearing in this Registration Statement and
the Prospectus is qualified in its entirety by the detailed
information, including financial statements, appearing in the
documents incorporated herein or therein by reference.
Item 4. Description of Securities.
Not Applicable.
Item 5. Interests of Named Experts and Counsel.
Not Applicable.
Item 6. Indemnification of Directors and Officers.
Under Section 14A:3-5 of the New Jersey Business Corporation
Act (the "NJBCA"), the Company must indemnify each of its
directors and officers for his expenses (that is, reasonable
costs, disbursements and counsel fees) in connection with any
proceeding involving such person by reason of his having been an
officer or director to the extent he is successful on the merits.
The By-Laws of the Company provide that the Company shall,
to the fullest extent permitted by applicable law, indemnify its
directors and officers who were or are a party or are threatened
to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal,
administrative or investigative (whether or not such action, suit
or proceeding arises or arose by or in the right of the Company
or other entity) by reason of the fact that such director or
officer is or was a director or officer of the Company or is or
was serving at the request of the Company as a director, officer,
employee, general partner, agent or fiduciary of another
corporation, partnership, joint venture, trust or other
enterprise (including service with respect to employee benefit
plans), against expenses (including service with respect to
employee benefit plans), against expenses (including, but not
limited to, attorneys' fees and costs), judgments, fines
(including excise taxes assessed on a person with respect to any
employee benefit plan) and amounts paid in settlement actually
and reasonably incurred by such director or officer in accordance
with such action, suit or proceeding, except as otherwise
provided in the By-Laws. Expenses incurred by a director of
officer of the Company in defending a threatened, pending or
completed civil or criminal action, suit or proceeding shall be
paid by the Company in advance of the final disposition of such
action, suit or proceeding upon receipt of an undertaking by or
on behalf of such person to repay such amount if it shall
ultimately be determined that such person is not entitled to be
indemnified by the Company, except as otherwise provided in the
By-Laws. The indemnification and advancement or reimbursement of
expenses provided by, or granted pursuant to, provisions
contained in the By-Laws shall not be deemed exclusive of any
other rights to which those seeking indemnification or
advancement or reimbursement of expenses may be entitled under
the Certificate of Incorporation or any by-law, agreement, vote
of shareholders or directors of otherwise, both as to action in
such director's or officer's official capacity and as to action
in another capacity while holding that office.
The Amended and Restated Certificate of Incorporation of the
Company provides that directors shall not be personally liable to
the Company or its shareholders for damages for breach of any
duty owed to the Company or its shareholders, except that such
provision shall not relieve a director from such liability for
any breach of duty based on an act or omission (a) in breach of
such director's duty of loyalty to the Company or its
shareholders, or (b) not in good faith or involving a knowing
violation of law, or (c) resulting in the receipt by such
director of an improper personal benefit.
The Company's directors and officers are currently insured
under a Directors and Officers Liability Including Company
Reimbursement Policy with a policy limit of $5,000,000, subject
to certain deductibles and exclusions, for any actual or alleged
error or misstatement or misleading statement or act or omission
or neglect or breach of duty by the directors and officers of the
Company in the discharge of their duties, individually or
collectively, or any matter claimed against them solely by reason
of their being directors or officers of the Company.
Item 7. Exemption from Registration Claimed.
Not Applicable.
Item 8. Exhibits.
The following exhibits are filed as part of this
Registration Statement or, where so indicated have been
previously filed and are incorporated herein by reference.
Regulation S-B
Exhibit Number Description
5.1 Opinion of counsel regarding legality
10.1 1992 Stock Option Plan
10.2 1992 Non-statutory Stock Option Plan for Non-
Employee Directors and Chief Executive Officer
23.1 Consent of Grant Thornton LLP
23.2 Consent of Counsel (included as part of Exhibit
5.1)
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;
(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
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, the
aggregate, the changes in value and price
represent no more than a 20% change in the
maximum aggregate offering price set forth in
the _Calculation of Registration Fee_ Table in
the effective Registration Statement; and
(iii) to include any additional material
information with respect to the plan of
distribution not previously disclosed in the
Registration Statement or any material change
to such information in the Registration
Statement.
2. That, for the purpose 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.
Provided, however, that paragraphs (a)(1)(i)
and (a)(1)(ii) of this section do not apply if
the Registration Statement is on Form S-3, Form
S-8 or Form F-3 and 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
Commission by the Registrant pursuant to
Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(b) The undersigned Registrant hereby undertakes
that, for purposes of determining any liability
under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a)
or Section 15(d) of the Securities Exchange Act of
1934, as amended (and, where applicable, each filing
of an employee benefit plan's annual report pursuant
to 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 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 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 Securities 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 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 Securities Act and will be governed
by the final adjudication of such issue.
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities
Act of 1933, the registrant certifies that it has reasonable
grounds to believe that it meets all of the requirements for
filing on Form S-8 and authorized this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized in the City of Cherry Hill, State of New Jersey on
January 18, 2000.
J & J SNACK FOODS CORP.
Date: January 18, 2000 By: /s/Gerald B.
Shreiber
Gerald B.
Shreiber, Chairman, President,
Chief Executive Officer and Director
(Duly Authorized Officer)
KNOW ALL MEN BY THESE PRESENTS, that each person whose
signature appears below constitutes and appoints Gerald B.
Shreiber, his true and lawful attorney-in-fact and agent with
full power of substitution or resubstitution, for him and in his
name, place and stead, in any and all capacities, to sign any and
all amendments to this Registration Statement, and to file the
same, with all exhibits thereto, and other documentation in
connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and
thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he might or
could do in person, hereby ratifying and confirming all that said
attorneys-in-fact and agents, or their substitute or substitutes,
may lawfully do or cause to be done by virtue hereof.
In accordance with the requirements of the Securities Act of
1933, this registration statement was signed by the following
persons in the capacities and on the dates stated.
SIGNATURE CAPACITY DATE
s/Gerald B. Shreiber Chairman, President, Chief January 18, 2000
Gerald B. Shreiber Executive Officer and
Director (Principal
Executive Officer)
s/Robert M. Radano Senior Vice President, January 18, 2000
Robert M. Radano Chief Operating Officer
and Director(Principal
Operating Officer)
s/Dennis G. Moore Senior Vice President, January 18, 2000
Dennis G. Moore Chief Financial Officer
and Director (Principal
Financial Officer)
s/Stephen N. Frankel Director December 30, 1999
Stephen N. Frankel
s/Leonard M. Lodish Director December 30, 1999
Leonard M. Lodish
s/Peter G. Stanley Director December 30, 1999
Peter G. Stanley
EXHIBIT INDEX
S-B Exhibit Numbers Description
5.1 Opinion of Counsel regarding legality
10.1 1992 Stock Option Plan
10.2 1992 Non-statutory Stock Option Plan for
Non-Employee Directors and Chief Executive
Officer
23.1 Consent of Grant Thornton LLP
23.2 Consent of Counsel (included as part of
Exhibit 5.1)
J & J Snack Foods Corp.
January 18, 2000
Page 1
January 18, 2000
J & J Snack Foods Corp.
6000 Central Highway
Pennsauken, NJ 08109
Gentlemen:
We have acted as counsel to J & J Snack Foods Corp. (the
"Corporation") in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement")
to be filed by the Corporation with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, and the
preparation of the prospectus (the "Prospectus") relating to the
offer and sale of up to 600,000 shares of common stock, no par
value per share (the "Common Stock"), by the Corporation pursuant
to the Corporation's 1992 Stock Option Plan and the 1992 Non-
Statutory Stock Option Plan for Non-Employee Directors and Chief
Executive Officer ("Plans"). This opinion is furnished pursuant
to the requirement of Item 601 (b)(5) of Regulation S-K.
Although as counsel to the Corporation we have advised the
Corporation in connection with a variety of matters referred to
us by it, our services are limited to specific matters so
referred. Consequently, we may not have knowledge of many
transactions in which the Corporation has engaged or its day-to-
day operations.
In rendering this opinion, we have examined the following
documents: (i) the Corporation's Amended and Restated
Certificate of Incorporation and By-Laws, (ii) certain
resolutions adopted by the Board of Directors relating to the
approval of the Plan, (iii) the Plan, and (iv) the Registration
Statement and Prospectus. We have assumed and relied, as to
questions of fact and mixed questions of law and fact, on the
truth, completeness, authenticity and due authorization of all
documents and records examined and the genuineness of all
signatures.
We have not made any independent investigation in rendering
this opinion other than the document examination described. Our
opinion is therefore qualified in all respects by the scope of
that document examination. We make no representation as to the
J & J Snack Foods Corp.
January 18, 2000
Page 2
sufficiency of our investigation for your purposes. This opinion
is limited to the laws of the State of New Jersey. In rendering
this opinion we have assumed (i) compliance with all other laws,
including federal laws and (ii) compliance with all New Jersey
securities and antitrust laws.
Based upon and subject to the foregoing, we are of the
opinion that:
The shares of Common Stock of the Corporation which are
being offered and sold by the Corporation pursuant to the
Registration Statement, when sold in the manner and for the
consideration contemplated by the Registration Statement, will be
legally issued, fully paid and non-assessable.
This opinion is given as of the date hereof. We assume no
obligation to update or supplement this opinion to reflect any
facts or circumstances which may hereafter come to our attention
or any changes in laws which may hereafter occur.
This opinion is strictly limited to the matters stated
herein and no other or more extensive opinion is intended,
implied or to be inferred beyond the matters expressly stated
herein.
We consent to the filing of this opinion as an exhibit to
the Registration Statement.
Sincerely,
BLANK ROME COMISKY & McCAULEY LLP
A Pennsylvania LLP
AFR:df
EXHIBIT 10.1
J & J SNACK FOODS CORP.
STOCK OPTION PLAN
1. Purpose of Plan
The purpose of the Stock Option Plan (the "Plan")
contained herein is to provide additional incentive to officers
and key employees of J & J Snack Foods Corp. (the "Corporation")
and each present or future parent or subsidiary corporation of
the Corporation, excluding the chief executive officer and all
directors who are not employees of the Corporation, by
encouraging them to invest in shares of the Corporation's common
stock, no par value per share (the "Common Stock"), and thereby
acquire a proprietary interest in the Corporation along with an
increased personal interest in the Corporation's continued
success and progress, to the mutual benefit of directors,
employees and shareholders.
2. Aggregate Number of Shares
2,000,000 shares of Common Stock shall be the aggregate
number of shares which may be issued under this Plan.
Notwithstanding the foregoing, in the event of any change in the
outstanding shares of Common Stock by reason of a stock dividend,
stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or
what the Committee, as defined in Section 4 below, deems in its
sole discretion to be similar circumstances, the aggregate number
and kind of shares which may be issued under this Plan shall be
appropriately adjusted in a manner determined in the sole
discretion of the Committee. Reacquired shares of Common Stock,
as well as unissued shares, may be used for the purpose of this
Plan. Common Stock subject to options which have terminated
unexercised, either in whole or in part, shall be available for
future options granted under this Plan.
3. Class of Persons Eligible to Receive Options
All officers and key employees of the Corporation,
excluding the chief executive officer and all directors who are
not employees of the Corporation, and of any present or future
parent or subsidiary corporation of the Corporation are eligible
to receive an option or options under this Plan. The individuals
who shall, in fact, receive an option or options shall be
selected by the Committee, as defined in Section 4 below, in its
sole discretion, except as otherwise specified in Section 4 of
this Plan.
1
4. Administration of Plan
(a) This Plan shall be administered by a Committee
appointed by the Board of Directors (the "Committee"). The
Committee shall consist of a minimum of three and a maximum of
five members of the Board of Directors, each of whom shall be a
"disinterested person" as defined in Rule 16b-3(d)(3) under the
Securities Exchange Act of 1934, as amended, promulgated by the
Securities and Exchange Commission (hereafter the "SEC") or any
future corresponding rule. The Committee shall, in addition to
its other authority and subject to the provisions of this Plan,
determine which individuals shall in fact be granted an option or
options, whether the option shall be an incentive stock option or
a non-qualified stock option, the number of shares to be subject
to each of the options, the time or times at which the options
shall be granted, the rate of option exercisability (provided,
however, that no option shall be exercisable within one (1) year
from the date of its grant), and, subject to Section 5 of this
Plan, the price at which each of the options is exercisable and
the duration of the option.
(b) The Committee shall adopt such rules for the
conduct of its business and administration of this Plan as it
considers desirable. A majority of the members of the Committee
shall constitute a quorum for all purposes. The vote or written
consent of a majority of the members of the Committee on a
particular matter shall constitute the act of the Committee on
such matter. The Committee shall have the right to construe the
Plan and the options issued pursuant to it, to correct defects
and omissions and to reconcile inconsistencies to the extent
necessary to effectuate the Plan and the options issued pursuant
to it, and such action shall be final, binding and conclusive
upon all parties concerned. No member of the Committee or the
Board of Directors shall be liable for any act or omission
(whether or not negligent) taken or omitted in good faith, or for
the exercise of an authority or discretion granted in connection
with the Plan to the Committee or the Board of Directors, or for
the acts or omissions of any other member(s) of the Committee or
the Board of Directors. Subject to the numerical limitations on
Committee membership set forth in Section 4(a) hereof, the Board
of Directors may at any time appoint additional members of the
Committee and may at any time remove any member of the Committee
with or without cause. Vacancies on the Committee, however
caused, may be filled by the Board of Directors, if it so
desires.
5. Incentive Stock Options and Non-Qualified Stock Options
(a) Options issued pursuant to this Plan may be either
Incentive Stock Options granted pursuant to Section 5(b) of this
Plan or Non-Qualified Stock Options granted pursuant to Section
2
5(c) of this Plan, as determined by the Committee. An "Incentive
Stock Option" is an option which satisfies all of the
requirements of Section 422 of the Internal Revenue Code of 1986,
as amended (the "Code"), and the regulations thereunder, and a
Non-Qualified Stock Option is an option which either does not
satisfy all of these requirements or the option by its terms
specifies at the time of grant that it will not be treated as an
Incentive Stock Option. The Committee may grant both an
Incentive Stock Option and a Non-Qualified Stock Option to the
same person, or more than one of each type of option to the same
person. The option price for Incentive Stock Options issued
under this Plan shall be equal to at least the "fair market
value" of the Common Stock on the date of the grant of the
option. The "fair market value" of the Common Stock on any
particular date shall mean the last reported sale price of a
share of the Common Stock on the NASDAQ National Market System,
as reported by NASDAQ, or on any stock exchange on which such
stock is then listed or admitted to trading, on such date, or if
no sale took place on such day, the last such date on which a
sale took place, or if the Common Stock is not then quoted on the
NASDAQ National Market System or listed or admitted to trading on
any stock exchange, the average of the bid and asked prices in
the over-the-counter market on such date, or if none of the
foregoing, a price determined by the Committee. The option price
for Non-Qualified Stock Options shall be determined by the
Committee.
(b) Subject to the authority of the Committee set
forth in Section 4(a) of this Plan, Incentive Stock Options
issued pursuant to this Plan shall be issued substantially in the
form set forth in Appendix "I" attached to this Plan, which form
is hereby incorporated by reference and made a part hereof, and
shall contain substantially the terms and conditions set forth
therein. Incentive Stock Options shall be exercisable for a
period determined by the Committee, but not to exceed the
expiration of ten years from the date such options are granted,
unless terminated earlier under the terms of the Option. At the
time of the grant of an Incentive Stock Option hereunder, the
Committee may, in its discretion, modify or amend any of the
option terms contained in Appendix "I" for any particular
optionee, provided that the option as modified or amended
satisfies the requirements of Section 422 of the Code and the
regulations thereunder. Each of the options granted pursuant to
this Section 5(b) is intended, if possible, to be an "Incentive
Stock Option" as that term is defined in Section 422 of the Code
and the regulations thereunder. In the event this Plan or any
option granted pursuant to this Section 5(b) is in any way
inconsistent with the applicable legal requirements of the Code
or the regulations thereunder for an Incentive Stock Option, this
Plan and such option shall be deemed automatically amended as of
the date hereof to conform to such legal requirements, if such
conformity may be achieved by amendment.
3
(c) Subject to the authority of the Committee set
forth in Section 4(a) of this Plan, Non-Qualified Stock Options
issued pursuant to this Plan shall be issued substantially in the
form set forth in Appendix "II" attached to this Plan, which form
is hereby incorporated by reference and made a part hereof, and
shall contain substantially the terms and conditions set forth
therein. Non-Qualified Stock Options shall expire as determined
by the Committee but such period shall not exceed ten years after
the date they are granted, unless terminated earlier under the
option terms. At the time of granting a Non-Qualified Stock
Option hereunder, the Committee may, in its discretion, modify or
amend any of the option terms contained in Appendix "II" for any
particular optionee, provided that the option as modified or
amended does not expire more than ten years from the date of its
grant.
(d) Neither the Corporation nor any of its current or
future parents, subsidiaries or affiliates, nor their officers,
directors, shareholders, stock option plan committees, employees
or agents shall have any liability to any optionee in the event
(i) an option granted pursuant to Section 5(b) of this Plan does
not qualify as an "Incentive Stock Option" as that term is used
in Section 422 of the Code and the regulations thereunder; (ii)
any optionee does not obtain the tax benefits of such an
Incentive Stock Option; or (iii) any option granted pursuant to
Section 5(c) of this Plan is an "Incentive Stock Option."
6. Modification, Amendment, Suspension and Termination
Options shall not be granted pursuant to this Plan
after the expiration of ten years from the date the Plan is
adopted by the Board of Directors of the Corporation. The Board
of Directors reserves the right at any time, and from time to
time, to modify or amend this Plan in any way, or to suspend or
terminate it, effective as of such date, which date may be either
before or after the taking of such action, as may be specified by
the Board of Directors; provided, however, that such action shall
not affect options granted under the Plan prior to the actual
date on which such action occurred. If a modification or
amendment of this Plan is required by the Code or the regulations
thereunder to be approved by the shareholders of the Corporation
in order to permit the granting of "Incentive Stock Options" (as
that term is defined in Section 422 of the Code and regulations
thereunder) pursuant to the modified or amended Plan, such
modification or amendment shall also be approved by the
shareholders of the Corporation in such manner as is prescribed
by the Code and the regulations thereunder. If the Board of
Directors voluntarily submits a proposed modification, amendment,
suspension or termination for shareholder approval, such
submission shall not require any future modifications, amendments
(whether or not relating to the same provision or subject
4
matter), suspensions or terminations to be similarly submitted
for shareholder approval.
7. Effectiveness of Plan
This Plan shall become effective on the date of its
adoption by the Corporation's Board of Directors, subject however
to approval by the shareholders of the Corporation in the manner
as prescribed in the Code and the regulations thereunder.
Options may be granted under this Plan prior to obtaining
shareholder approval, provided such options shall not be
exercisable until shareholder approval is obtained.
8. General Conditions
(a) Nothing contained in this Plan or any option
granted pursuant to this Plan shall confer upon any employee the
right to continue in the employ of the Corporation or any
affiliated or subsidiary corporation or interfere in any way with
the rights of the Corporation or any affiliated or subsidiary
corporation of the Corporation to terminate his employment in any
way.
(b) Action by the Corporation constituting an offer of
stock for sale to any employee under the terms of the options to
be granted hereunder shall be deemed complete as of the date when
the Committee authorizes the grant of the option to the employee,
regardless of when the option is actually delivered to the
employee or acknowledged or agreed to by him.
(c) The term "parent corporation" and "subsidiary
corporation" as used throughout this Plan, and the options
granted pursuant to this Plan, shall (except as otherwise
provided in the option form) have the meaning that is ascribed to
that term when contained in Section 422(b) of the Code and the
regulations thereunder, and the Corporation shall be deemed to be
the grantor corporation for purposes of applying such meaning.
(d) References in this Plan to the Code shall be
deemed to also refer to the corresponding provisions of any
future United States revenue law.
(e) The use of the masculine pronoun shall include the
feminine gender whenever appropriate.
5
INCENTIVE STOCK OPTION
TO:
NAME
ADDRESS
DATE:
You are hereby granted an option, effective as of the date
hereof, to purchase ___________ shares of common stock, no par
value per share (the "Common Stock"), of
J & J Snack Foods Corp. (the "Corporation") at a price of
$__________ per share pursuant to the Corporation's Stock Option
Plan (the "Plan") adopted by the Corporation's Board of Directors,
effective November 21, 1991. Your option price is intended to
equal at least the fair market value of the Common Stock as of the
date hereof. Your option may first be exercised on and after
three years from the date of this option, but not before that
time. The Committee may approve a reduction in this waiting
period, but in no event may the option be exercised prior to one
year from the date of this option. No fractional shares shall be
issued or delivered.
Except as provided below, fifty percent (50%) of all the
stock issued upon exercise of this option (in whole or in part)
will be salable subject to applicable securities laws. The
remaining fifty percent (50%) of stock issued upon the exercise of
this option (in whole or in part) will be subject to a restriction
that the stock cannot be sold for two (2) years from date of
issuance. Certificates for the restricted stock will contain a
legend as follows:
"The shares represented by this certificate cannot
be sold, transferred or assigned until ____________."
If you have been employed by the Corporation for at least ten (10)
years and retire at normal retirement age, you will not be subject
to this restriction. Therefore, upon such retirement you will be
immediately able to sell all the stock issued to you upon exercise
of this option, subject to applicable securities laws.
This option shall terminate and is not exercisable after
______________ (the "Scheduled Termination Date"), except if
terminated earlier as hereafter provided.
You may exercise your option by giving written notice to the
Secretary of the Corporation on forms supplied by the Corporation
6
at its then principal executive office, accompanied by payment of
the option price for the total number of shares you specify that
you wish to purchase. The payment may be in any of the following
forms: (a) cash, which may be evidenced by a check; (b)
certificates representing shares of Common Stock, which will be
valued by the Secretary of the Corporation at the fair market
value per share of the Common Stock (as determined in accordance
with the Plan) on the last trading day immediately preceding the
delivery of such certificates to the Corporation, accompanied by
an assignment of the stock to the Corporation; or (c) any
combinations of cash and Common Stock valued as provided in
clause (b) Any assignment of stock shall be in a form and
substance satisfactory to the Secretary of the Corporation,
including guarantees of signature(s) and payment of all transfer
taxes if he deems such guarantees necessary or desirable. Your
option may be exercised under the so-called "cashless" exercise
provisions set forth in 12 CFR [220.3(e)(4)] if arrangements,
satisfactory in all respects to the Corporation and approved in
writing by the Corporation, are made in advance of the option
exercise. The Corporation reserves the right to limit the number
of shares of the Common Stock used for purposes of the option
exercise.
Your option will, to the extent not previously exercised by
you, terminate on the date either (i) except in the case of your
being employed by the Corporation for a period of in excess of
ten (10) years and you retire at your normal retirement age, you
cease to perform services for the Corporation or a subsidiary, or
(ii) the Corporation or a subsidiary corporation of the
Corporation delivers or receives notice of an intention to
terminate the employment relationship, regardless of whether or
not a different effective date of termination is provided in such
notice, whether such termination is voluntary or not, but not if
your termination is due to disability as defined in Section
22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), or death (but in no event later than the Scheduled
Termination Date). After the date your service or employment is
terminated, as aforesaid, you may not exercise this option. If
you are employed by a subsidiary corporation of the Corporation,
your employment shall be deemed to have terminated on the date
your employer ceases to be a subsidiary corporation of the
Corporation, unless you are on that date transferred to the
Corporation or another subsidiary corporation of the Corporation.
Your employment shall not be deemed to have terminated if you
are transferred from the Corporation to a subsidiary corporation
of the Corporation, or vice versa, or from one subsidiary
corporation of the Corporation to another subsidiary corporation
of the Corporation.
If you die while employed by the Corporation or a subsidiary
corporation of the Corporation, your legatee(s), distributee(s),
executor or administrator, as the case may be, may, at any time
7
within one year after the date of your death (but in no event
later than the Scheduled Termination Date), exercise the option
as to any shares which you had a right to purchase and did not
purchase during your lifetime. If your employment by the
Corporation or a subsidiary corporation of the Corporation is
terminated by reason of your becoming disabled (within the
meaning of Section 22(e)(3) of the Code and the regulations
thereunder), you or your legal guardian or custodian may at any
time within one year after the date of such termination (but in
no event later than the Scheduled Terminated Date), exercise the
option as to any shares which you had a right to purchase and did
not purchase prior to such termination. Your executor,
administrator, guardian or custodian must present proof of his
authority satisfactory to the Corporation prior to being allowed
to exercise this option.
In the event of any change in the outstanding shares of the
Common Stock by reason of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation,
transfer of assets, reorganization, conversion or what the
Committee deems in its sole discretion to be similar
circumstances, the number and kind of shares subject to this
option and the option price of such shares will be appropriately
adjusted in a manner to be determined in the sole discretion of
the Committee.
This option is not transferable otherwise than by will or
the laws of descent and distribution, and is exercisable during
your lifetime only by you. Until the option price has been paid
in full pursuant to due exercise of this option and the purchased
shares are delivered to you, you do not have any rights as a
shareholder of the Corporation. The Corporation reserves the
right not to deliver to you the shares purchased by virtue of the
exercise of this option during any period of time in which the
Corporation deems, in its sole discretion, that such delivery
would violate a federal, state, local or securities exchange
rule, regulation or law.
Notwithstanding anything to the contrary contained herein,
this option is not exercisable if the following event occurs and
during the following periods of time:
During any period of time in which the Corporation
deems that the exercisability of this option, the offer
to sell the shares optioned hereunder, or the sale
hereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may
cause the Corporation to be legally obligated to issue
or sell more shares than the Corporation is legally
entitled to issue or sell.
At the time of issuance of securities pursuant to this Plan,
8
the Corporation may require such restrictions, legends or other
provisions as it deems necessary to comply with any federal or
state securities law.
It is the intention of the Corporation and you that this
option shall, if possible, be an "incentive stock option" as that
is used in Section 422 of the Code and the regulations
thereunder. In the event this option is in any way inconsistent
with the legal requirements of the Code or the regulations
thereunder for an "incentive stock option," this option shall be
deemed automatically amended as of the date hereof to conform to
such legal requirements, if such conformity may be achieved by
amendment.
This option shall be subject to the terms of the Plan in
effect on the date this option is granted, which terms are hereby
incorporated herein by reference and made a part hereof. In the
event of any conflict between the terms of this option and the
terms of the Plan in effect on the date of this option, the terms
of the Plan shall govern. This option constitutes the entire
understanding between the Corporation and you with respect to the
subject matter hereof and no amendment, modification or waiver of
this option, in whole or in part, shall be binding upon the
Corporation unless in writing or signed by the Chief Executive
Officer of the Corporation. This option and the performances of
the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New Jersey.
This option is void unless a signed copy of the option
together with a signed copy of a "Mutual Agreement to Arbitrate
Claims" is returned to the Corporation no later than
________________.
Agreements by the Recipient
l. In addition to such other conditions as may be
established by the Committee, in consideration of the granting of
stock options under the terms of this Plan, the recipient agrees
as follows:
(a) The right to exercise any stock option shall be
conditional upon certification by the recipient at time of
exercise that the recipient intends to remain in the employ of
the Corporation or one of its subsidiaries (except in cases of
retirement or disability) for at least one (l) year following the
date of the exercise of the stock option, and
(b) In order to better protect the goodwill of the
Corporation and its subsidiaries and to prevent the disclosure of
the Corporation's or its subsidiaries' trade secrets and
confidential information and thereby help insure the long-term
9
success of the business, the recipient, without prior written
consent of the Corporation, will not engage in any activity or
provide any services, whether as a director, manager, supervisor,
employee, adviser, consultant or otherwise, for a period of three
(3) years following the date of the granting of a stock option in
connection with the manufacture, development, advertising,
promotion, or sale of any product which is the same as or similar
to or competitive with any products of the Corporation or its
subsidiaries (including both existing products as well as
products known to the recipient, as a consequence of the
recipient's employment with the Corporation or one of its
subsidiaries, to be in development):
(1) with respect to which the recipient's work
has been directly concerned at any time during the two (2) years
preceding termination of employment with the Corporation or one
of its subsidiaries or
(2) with respect to which during that period of
time the recipient, as a consequence of the recipient's job
performance and duties, acquired knowledge of trade secrets or
other confidential information of the Corporation or its
subsidiaries.
For purposes of this section, it shall be conclusively presumed
that recipients have knowledge of information they were directly
exposed to through actual receipt or review of memos or documents
containing such information, or through actual attendance at
meetings at which such information was discussed or disclosed.
(c) The provisions of this Article are not in lieu of,
but are in addition to the continuing obligation of the recipient
(which recipient hereby acknowledges) to not use or disclose the
Corporation's or its subsidiaries' trade secrets and confidential
information known to the recipient until any particular trade
secret or confidential information become generally known
(through no fault of the recipient), whereupon the restriction on
use and disclosure shall cease as to that item. Information
regarding products in development, in test marketing or being
marketed or promoted in a discrete geographic region, which
information the Corporation or one of its subsidiaries is
considering the broader use, shall not be deemed generally known
until such broader use is actually commercially implemented. As
used in this Article, "generally known" means known throughout
the domestic U.S. industry or, in the case of recipient who have
job responsibilities outside of the United States, the
appropriate foreign country or countries' industry.
(d) By acceptance of any offered stock option granted
under the terms of this Plan, the recipient acknowledges that if
the recipient were, without authority, to use or disclose the
Corporation's or any of its subsidiaries' trade secrets or
10
confidential information or threaten to do so, the Corporation or
one of its subsidiaries would be entitled to injunctive and other
appropriate relief to prevent the recipient from doing so. The
recipient acknowledges that the harm caused to the Corporation by
the breach or anticipated breach of this Article is by its nature
irreparable because, among other things, it is not readily
susceptible of proof as to the monetary harm that would ensue.
The recipient consents that any interim or final equitable relief
entered by a court of competent jurisdiction shall, at the
request of the Corporation or one of its subsidiaries, be entered
on consent and enforced by any court having jurisdiction over the
recipient, without prejudice to any rights either party may have
to appeal from the proceedings which resulted in any grant of
such relief.
(e) If any of the provisions contained in this Article
shall for any reason, whether by application of existing law or
law which may develop after the recipient's acceptance of an
offer of the granting of stock appreciation rights or stock
options, be determined by a court of competent jurisdiction to be
overly broad as to scope of activity, duration, or territory, the
recipient agrees to join the Corporation or any of its
subsidiaries in requesting such court to construe such provision
by limiting or reducing it so as to be enforceable to the extent
compatible with then applicable law. If any one or more of the
terms, provisions, covenants, or restrictions of this Article
shall be determined by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms,
provisions, covenants, and restrictions of this Article shall
remain in full force and effect and shall in no way be affected,
impaired or invalidated.
Please sign the copy of this option and return it to the
Corporation's Secretary, thereby indicating your understanding of
and agreement with its terms and conditions.
J & J SNACK FOODS CORP.
(SEAL) BY:________________________________
NAME: Gerald B. Shreiber
TITLE: President
I hereby acknowledge receipt of a copy of the foregoing
stock option and, having read it hereby signify my understanding
of, and my agreement with, its terms and conditions.
______________________________ ______________________________
(Signature) (Date)
11
NON-QUALIFIED STOCK OPTION
TO:
NAME
ADDRESS
DATE:
You are hereby granted an option, effective as of the date
hereof, to purchase ________ shares of Common Stock, no par
value per share (the "Common Stock"), of J & J Snack Foods Corp.
(the "Corporation") at a price of $______ per share pursuant to the
Corporation's Stock Option Plan (the "Plan") adopted by the
Corporation's Board of Directors, effective November 21, 1991.
Your option may first be exercised on and after one year from the
date of this option but not before that time. This option shall
terminate and is not exercisable after ______________ (the
"Scheduled Termination Date"), except if terminated earlier as
hereafter provided.
You may exercise your option by giving written notice to the
Secretary of the Corporation on forms supplied by the Corporation
at its then principal executive office, accompanied by payment of
the option price for the total number of shares you specify that
you wish to purchase. The payment may be in any of the following
forms: (a) cash, which may be evidenced by a check; (b)
certificates representing Common Stock which will be valued by
the Secretary of the Corporation at the fair market value per
share of the Common Stock (as determined in accordance with the
Plan) on the last trading day immediately preceding the delivery
of such certificates to the Corporation, accompanied by an
assignment of the stock to the Corporation; or (c) any
combination of cash and Common Stock valued as provided in clause
(b). Any assignment of stock shall be in a form and substance
satisfactory to the Secretary of the Corporation, including
12
guarantees of signature(s) and payment of all transfer taxes if
he deems such guarantees necessary or desirable. Your option may
be exercised under the so-called "cashless" exercise provisions
set forth in 12 CFR [220.3(e)(4)] if arrangements, satisfactory
in all respects to the Corporation and approved in writing by the
Corporation, are made in advance of the option exercise. The
Corporation reserves the right to limit the number of shares of
the Common Stock used for purposes of the option exercise.
In the event of any change in the outstanding shares of the
Common Stock by reason of a stock dividend, stock split,
combination of shares, recapitalization, merger, consolidation,
transfer of assets, reorganization, conversion or what the
Committee deems in its sole discretion to be similar
circumstances, the number and kind of shares subject to this
option and the option price for such shares will be appropriately
adjusted in a manner to be determined in the sole discretion of
the Committee.
This option is not transferable otherwise than by will or
the laws of descent and distribution, and is exercisable during
your lifetime only by you. Until the option price has been paid
in full pursuant to due exercise of this option and the purchased
shares are delivered to you, you do not have any rights as a
shareholder of the Corporation. The Corporation reserves the
right not to deliver to you the shares purchased by virtue of
exercise of this option during any period of time in which the
Corporation deems, in its sole discretion, that such delivery
would violate a federal, state, local or securities exchange
rule, regulation or law.
Notwithstanding anything to the contrary contained herein,
this option is not exercisable if the following event occurs and
during the following periods of time:
During any period of time in which the Corporation
deems that the exercisability of this option, the offer
to sell the shares optioned hereunder, or the sale
thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may
cause the Corporation to be legally obligated to issue
or sell more shares than the Corporation is legally
entitled to issue or sell.
At the time of issuance of securities pursuant to this Plan,
the Corporation may require such restrictions, legends or other
provisions as it deems necessary to comply with any federal or
state securities law.
It is the intention of the Corporation and you that this
option shall not be an "incentive stock option" as that term is
used in Section 422 of the Code and the regulations thereunder.
13
This option shall be subject to the terms of the Plan in
effect on the date this option is granted, which terms are hereby
incorporated herein by reference and made a part hereof. In the
event of any conflict between the terms of this option and the
terms of the Plan in effect on the date of this option, the terms
of the Plan shall govern. This option constitutes the entire
understanding between the Corporation and you with respect to the
subject matter hereof and no amendment, modification or waiver of
this option, in whole or in part, shall be binding upon the
Corporation unless in writing and signed by the Chief Executive
Officer of the Corporation. This option and the performances of
the parties hereunder shall be construed in accordance with and
governed by the laws of the State of New Jersey.
Please sign the copy of this option and return it to the
Corporation's Secretary, thereby indicating your understanding of
and agreement with its terms and conditions.
J&J SNACK FOODS CORP.
(SEAL) BY:__________________________________
NAME: Gerald B. Shreiber
TITLE: President
I hereby acknowledge receipt of a copy of the foregoing stock
option and, having read it hereby signify my understanding of,
and my agreement with, its terms and conditions.
______________________________ ______________________________
(Signature) (Date)
14
J & J SNACK FOODS CORP.
NONSTATUTORY STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS AND CHIEF EXECUTIVE OFFICER
1. Purpose of Plan. The purpose of the J & J Snack Foods
Corp. Nonstatutory Stock Option Plan for Non-Employee Directors
and Chief Executive Officer (the "Plan") contained herein is to
enhance the ability of J & J Snack Foods Corp. (the
"Corporation") to attract, retain and motivate its Chief
Executive Officer ("CEO") and non-employee members of its Board
of Directors and to provide additional incentive to the CEO and
such members of the Board of Directors by encouraging them to
invest in shares of the Corporation's common stock and thereby
acquire a proprietary interest in the Corporation and an
increased personal interest in the Corporation's continued
success and progress, to the mutual benefit of the Corporation
and its shareholders.
2. Aggregate Number of Shares. 440,000 shares of the
Corporation's common stock, no par value per share (the _Common
Stock_), shall be the aggregate number of shares which may be
issued under this Plan. Notwithstanding the foregoing, in the
event of any change in the capitalization of the Corporation,
such as by stock dividend, stock split or what the Board of
Directors of the Corporation deems in its sole discretion to be
similar circumstances, the aggregate number and kind of shares
which may be issued under this Plan shall be automatically
adjusted by the Board of Directors of the Corporation.
Reacquired shares of the Corporation's Common Stock as well as
unissued shares, may be used for the purpose of this Plan.
Common Stock of the Corporation subject to options which have
terminated unexercised, either in whole or in part, shall be
available for future options granted under this Plan.
3. Participation. Each person who is not an employee of
the Corporation or any Corporation subsidiary corporation and who
a director of the Corporation as of May 1 of each year, shall
automatically be granted an option to purchase 3000 shares of the
Corporation's Common Stock. Notwithstanding anything to the
contrary in this Plan, the Chief Executive Officer of the
Corporation shall, as of May 1 of each year, automatically also
be granted an option to purchase 10,000 shares of the
Corporation's Common Stock in addition to 3,000 shares of the
Corporation's Common Stock for every full calendar year the CEO
held such office since the Corporation held its initial public
stock offering in 1986 (treating 1986 as a full calendar year);
provided, however, that (i) the CEO of the Corporation shall not
-1-
receive an option or options to purchase more than 25,000 shares
of Common Stock in any calendar year; and (ii) the maximum number
of shares as to which options may be granted to the CEO of the
Corporation under this Plan shall be 250,000 shares. For
example, in 1991, the CEO would be granted 25,000 shares (10,000
+ (3000 x 5)), since five full years have elapsed.
Notwithstanding the foregoing, in the event of any change in the
capitalization of the Corporation, such as by stock dividend,
stock split, or what the Board of Directors of the Corporation
deems in its sole discretion to be similar circumstances, the
number and kind of shares which may be issued under this Plan
shall be automatically adjusted by the Board of Directors of the
Corporation.
4. Administration of Plan. This Plan shall be
administered by the Compensation Committee appointed by the Board
of Directors of the Corporation. The Compensation Committee
shall consist of a minimum of two Directors, each of whom must be
"an outside director" as defined in Treas. Reg. S1.162-27(e)(3).
The Compensation Committee shall adopt such rules for the conduct
of its business and administration of this Plan as it considers
desirable. The Compensation Committee shall have the exclusive
right to construe the Plan and the options issued pursuant to it,
to correct defects and omissions and to reconcile inconsistencies
to the extent necessary to effectuate the purpose of this Plan
and the options issued pursuant to it, and such action shall be
final, binding and conclusive upon all parties concerned. No
member of the Compensation Committee shall be liable for any act
or omission (whether or not negligent) taken or omitted in good
faith, or for the exercise of any authority or discretion granted
in connection with the Plan to the Compensation Committee, or for
the acts or omissions of any other members of the Board of
Directors.
5. Non-Qualified Stock Options, Option Price and Term.
(a) Options issued pursuant to this Plan shall be nonstatutory or
non-qualified stock options. A non-qualified option is an option
which does not satisfy the requirements of Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"). The
option price for the non-qualified stock options issued under
this Plan shall be equal to the fair market value, as determined
by the Board of Directors, of the Corporation's Common Stock on
the date of the grant of the option.
(b) Options issued pursuant to this Plan shall be issued
substantially in the form set forth in Appendix I hereof, which
form is hereby incorporated by reference and made a part hereof,
and shall contain substantially the terms and conditions set
forth herein. Options shall expire ten years after the date they
are granted, unless terminated earlier as provided herein.
-2-
6. Modification, Amendment, Suspension and Termination.
Options shall not be granted pursuant to this Plan after the
expiration of ten years from and after April 9, 1991, the date
this Plan was approved by the Board of Directors of the
Corporation. This Plan must be subject to approval by the
shareholders of the Corporation as provided in Section 7(e) of
this Plan. The Board of Directors of the Corporation reserves
the right at any time, and from time to time, to modify or amend
this Plan in any way, or to suspend or terminate it, effective as
of such date, which date may be either before or after the taking
of such action, as may be specified by the Board of Directors of
the Corporation; provided, however, that (a) such action shall
not affect options granted under the Plan prior to the actual
date on which such action occurred, (b) the Plan provisions
described in Rule 16b-3(c)(2)(ii) of the Securities Exchange Act
of 1934, as amended (the "1934 Act") may not be amended more than
once ever six (6) months (other than to comport with changes in
the Code, the Employee Retirement Income Security Act or the
rules thereunder), and (c) any amendment to the Plan which is
described in (A), (B) or (C) of Rule 16b-3(b)(2)(ii) of the 1934
Act shall be approved by the shareholders of the Corporation in
the manner described in Section 7(e) hereof. If the Board of
Directors voluntarily submits a proposed modification, amendment,
suspension or termination for shareholder approval, such
submission shall not require any future modifications, amendments
(whether or not relating to the same provision or subject
matter), suspensions or terminations to be similarly submitted
for shareholder approval.
7. General Conditions. (a) Nothing contained in this Plan
or any option granted pursuant to this Plan shall confer upon any
director the right to continue as a director of the Corporation
or interfere in any way with the right of the Corporation to
terminate him as a director.
(b) Corporate action constituting an offer of stock for sale
to any director under the terms of the options to be granted
hereunder shall be deemed complete as of the date when the
actions of the shareholder(s) in electing or reelecting a non-
employee director are completed, regardless of when the option is
actually delivered to the non-employee director or CEO or
acknowledged or agreed to by him.
(c) The term "subsidiary corporation" as used throughout
this Plan shall mean a corporation in which the Corporation owns,
directly or indirectly, shares of stock representing fifty
percent or more of the outstanding voting power of all classes of
stock of such corporation at the time of the granting of an
option under this Plan.
(d) The use of the masculine pronoun shall include the
feminine gender whenever appropriate.
-3-
(e) This Plan was approved by the Board of Directors of the
Corporation on April 9, 1991, and it shall be effective as of
such date. However, if the Plan is not approved by the
Corporation's shareholders who represent a majority of the voting
power, at the next regular meeting of the shareholders of the
Corporation, and if the Plan is not approved by such shareholders
prior to December 31, 1992, it shall automatically terminate and
all options granted hereunder shall be void.
(f) Notwithstanding anything to the contrary in this Plan,
options issued hereunder during calendar year 1991 shall be
issued as of the date of this Plan and not as of May 1.
-4-
Exhibit 23.1
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We have issued our report dated November 2, 1999
accompanying the consolidated financial statements included
in the Annual Report of J&J Snack Foods Corp. on Form 10-K
for the fiscal year ended September 25, 1999, which is
incorporated by reference in this Registration Statement.
We consent to the incorporation by reference in the
Registration Statement of the aforementioned report.
/s/GRANT THORNTON LLP
Philadelphia, Pennsylvania
January 10, 2000
