FORM 10-Q
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
[ X ] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended June 30, 1996
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-6905
RUDDICK CORPORATION
(Exact name of registrant as specified in its charter)
NORTH CAROLINA 56-0905940
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2000 Two First Union Center
Charlotte, North Carolina 28282
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (704) 372-5404
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
of 1934 during the preceding 12 months (or such shorter period that the
registrant was required to file such reports), and (2) has been subject
to such filing requirements for the past 90 days.
Yes X No
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
Outstanding Shares
Class As of August 2, 1996
Common Stock 46,445,090 shares
RUDDICK CORPORATION
INDEX
PAGE NO.
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS -
JUNE 30, 1996 AND OCTOBER 1, 1995 2
CONSOLIDATED CONDENSED STATEMENTS OF
INCOME - THREE MONTHS AND NINE MONTHS
ENDED JUNE 30, 1996 AND JULY 2, 1995 3
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS - NINE MONTHS ENDED
JUNE 30, 1996 AND JULY 2, 1995 4
NOTES TO CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 6-9
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 10
SIGNATURES 10
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RUDDICK CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
June 30, October 1,
ASSETS 1996 1995
------ (Unaudited) (Unaudited)
----------- -----------
CURRENT ASSETS:
Cash and Temporary Cash Investments $ 10,485 $ 18,959
Accounts Receivable, Net 66,457 57,906
Inventories 193,818 177,395
Other 21,985 32,131
-------- --------
Total Current Assets 292,745 286,391
PROPERTY, NET 398,585 344,368
INVESTMENTS AND OTHER ASSETS 78,159 71,496
-------- --------
Total $769,489 $702,255
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes Payable $ 7,557 $ 5,852
Current Portion of Long-Term Debt 6,477 9,192
Accounts Payable 125,123 150,028
Income Taxes Payable 5,084 (253)
Other Accrued Liabilities 58,090 59,567
Net Liabilities (Assets) of
Discontinued Operations 621 (11,712)
-------- --------
Total Current Liabilities 202,952 212,674
-------- --------
LONG-TERM DEBT 171,893 119,760
DEFERRED LIABILITIES 56,291 53,585
SHAREHOLDERS' EQUITY:
Capital Stock - Common 55,456 54,816
Retained Earnings 285,337 262,921
Cumulative Translation Adjustments (2,440) (1,501)
-------- --------
Shareholders' Equity 338,353 316,236
-------- --------
Total $769,489 $702,255
======== ========
RUDDICK CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except share and per share data)
THREE MONTHS ENDED
-----------------------
June 30, July 2,
1996 1995
(Unaudited) (Unaudited)
----------- -----------
NET SALES
American & Efird $ 78,477 $ 78,304
Harris Teeter 454,074 431,888
-------- --------
Total 532,551 510,192
======== ========
OPERATING PROFIT
American & Efird 11,234 10,465
Harris Teeter 14,074 11,808
-------- --------
Total 25,308 22,273
======== ========
OTHER COSTS AND DEDUCTIONS
Interest expense, net 2,961 2,588
Other expense 2,882 2,345
-------- --------
Total 5,843 4,933
======== ========
Income from continuing operations
before income taxes 19,465 17,340
Income taxes 5,852 6,036
-------- --------
Income from continuing operations 13,613 11,304
Income (loss) from discontinued
operations before income taxes - 11
Less applicable income taxes - (8)
-------- --------
NET INCOME $13,613 $11,307
======== ========
AVERAGE NUMBER OF SHARES OF
COMMON STOCK AND COMMON STOCK
EQUIVALENTS OUTSTANDING:
Primary 46,702,716 46,351,432
Fully Diluted 46,702,924 46,360,344
NET INCOME PER SHARE -
PRIMARY AND FULLY DILUTED:
Income from continuing operations $ .29 $ .24
Income (loss) from discontinued
operations - -
-------- --------
NET INCOME PER SHARE $ .29 $ .24
DIVIDENDS DECLARED PER SHARE - Common $ .07 $ .04
RUDDICK CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except share and per share data)
NINE MONTHS ENDED
-----------------------
June 30, July 2,
1996 1995
(Unaudited) (Unaudited)
----------- -----------
NET SALES
American & Efird $ 214,310 $ 225,314
Harris Teeter 1,370,262 1,272,317
---------- ----------
Total 1,584,572 1,497,631
---------- ----------
OPERATING PROFIT
American & Efird 23,620 26,936
Harris Teeter 37,353 32,093
---------- ----------
Total 60,973 59,029
---------- ----------
OTHER COSTS AND DEDUCTIONS
Interest expense, net 9,047 7,949
Other expense 7,858 5,705
---------- ---------
Total 16,905 13,654
---------- ---------
Income from continuing operations
before income taxes 44,068 45,375
Income taxes 12,911 15,770
---------- ---------
Income from continuing operations 31,157 29,605
Income (loss) from discontinued
operations before income taxes 123 468
Less applicable income taxes (47) (198)
--------- ---------
NET INCOME $ 31,233 $ 29,875
========= =========
AVERAGE NUMBER OF SHARES OF
COMMON STOCK AND COMMON STOCK
EQUIVALENTS OUTSTANDING:
Primary 46,608,999 46,540,512
Fully Diluted 46,636,515 46,575,738
NET INCOME PER SHARE -
PRIMARY AND FULLY DILUTED:
Income from continuing operations $ .67 $ .63
Income (loss) from discontinued
operations - $ .01
--------- ---------
NET INCOME PER SHARE $ .67 $ .64
========= =========
DIVIDENDS DECLARED PER SHARE - Common $ .19 $ .11
RUDDICK CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
NINE MONTHS ENDED
-----------------------
June 30, July 2,
1996 1995
(Unaudited) (Unaudited)
----------- -----------
CASH FLOW FROM INCOME $ 71,156 $ 60,784
Decrease (Increase) in Current Assets (15,078) (14,671)
Increase (Decrease) in Current
Liabilities (19,110) 3,010
-------- --------
NET CASH PROVIDED BY OPERATING
ACTIVITIES 36,968 49,123
-------- --------
CASH PROVIDED BY (USED IN)
DISCONTINUED ACTIVITIES 12,913 (442)
INVESTING ACTIVITIES
Purchase of Assets (100,486) (81,478)
Cash Proceeds from Sale of Assets 3,572 18,512
Company Owned Life Insurance, Net (4,158) (6,272)
Other, Net 838 (2,396)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (100,234) (71,634)
-------- --------
FINANCING ACTIVITIES
Proceeds (Repayments) of
Long-Term Borrowings 56,300 37,477
Payment of Principal on Long-Term Debt (6,705) (4,053)
Dividends (8,817) (5,073)
Other, Net 1,101 (5,719)
------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 41,879 22,632
------- -------
INCREASE (DECREASE) IN BALANCE SHEET CASH (8,474) (321)
BALANCE SHEET CASH AT BEGINNING OF PERIOD 18,959 14,531
------- -------
BALANCE SHEET CASH AT END OF PERIOD $10,485 $14,210
======= =======
SUPPLEMENTAL DISCLOSURES OF
CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest $ 8,701 $ 8,752
Income Taxes $ 5,924 $17,748
RUDDICK CORPORATION
NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS
(UNAUDITED)
IN THE OPINION OF MANAGEMENT, THE INFORMATION FURNISHED REFLECTS ALL
ADJUSTMENTS (CONSISTING ONLY OF NORMAL RECURRING ACCRUALS) NECESSARY
TO PRESENT FAIRLY THE RESULTS FOR THE INTERIM PERIODS PRESENTED.
ON JANUARY 23, 1996, THE ASSETS OF JORDAN GRAPHICS, INC. WERE SOLD
TO THE REYNOLDS AND REYNOLDS COMPANY. THE REVENUES OF THE DISCONTINUED
OPERATION FOR THE FISCAL YEAR TO DATE OF SALE WERE $17.3 MILLION.
JORDAN GRAPHICS RETAINED TITLE TO TRADE ACCOUNTS RECEIVABLE, LAND AND
BUILDINGS, WHICH ASSETS HAVE BEEN VALUED AT THE LOWER OF COST OR NET
REALIZABLE VALUE. THE DISPOSITION IS EXPECTED TO HAVE NO SIGNIFICANT
IMPACT ON THE REPORTED CONSOLIDATED EARNINGS OR THE FINANCIAL
CONDITION OF RUDDICK CORPORATION. THE BUSINESS FORMS SEGMENT IS
REPORTED AS DISCONTINUED OPERATIONS.
5
ITEM 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Results of Operations
The following table shows net sales and operating profit for each of
Ruddick Corporation's operating subsidiaries for the quarters and nine
months ended June 30, 1996 and July 2, 1995:
(In Thousands) Quarter Ended Nine Months Ended
June 30, July 2, June 30, July 2,
1996 1995 1996 1995
Net Sales
American & Efird $ 78,477 $ 78,304 $ 214,310 $ 225,314
Harris Teeter 454,074 431,888 1,370,262 1,272,317
Total $532,551 $ 510,192 $1,584,572 $1,497,631
Operating Profit
American & Efird $ 11,234 $ 10,465 $ 23,620 $ 26,936
Harris Teeter 14,074 11,808 37,353 32,093
Total 25,308 $ 22,273 $ 60,973 $ 59,029
For the Three Months Ended June 30, 1996 and July 2, 1995
Consolidated sales of $533 million in the third quarter of fiscal 1996
increased 4% over the $510 million reported for the comparable period last
year. Total operating profit of $25.3 million increased 14% over last year.
Net income after taxes of $13.6 million was up 20% over the $11.3 million
reported last year.
Fully diluted and primary earnings per share from continuing operations
for the third quarter of fiscal 1996 were $.29 compared to $.24 for the prior
year quarter. The discontinued operations of the printing business segment,
the assets of which were sold in January, 1996, generated no significant
earnings or loss during the third quarter or comparable prior year period.
On June 3, 1996, A&E completed the previously announced acquisition of
certain assets of Threads USA. The assets included the plants and equipment
at four manufacturing facilities in Gastonia, N.C. and the equipment at one
manufacturing facility in Puerto Rico.
American & Efird sales in the third quarter of fiscal 1996 of $78.5
million were flat when compared to last year. Sales this year included $6.7
million resulting from the acquisition of certain assets of Threads USA,
which sales were primarily in domestic U.S.
6
markets. The U.S. textile and apparel industries have shown slight
improvement in market conditions and demand for industrial thread in weeks
just prior to quarter end. International sales and operating profit were
ahead of last year as a result of improvements in Mexico, Dominican Republic,
Great Britain and Korea. Operating profit of $11.2 million improved 7% over
the comparable period last year. Utilizing sales from the Threads
acquisition resulted in improved operating schedules which had a positive
impact on operating profit for the quarter. Significant progress has been
achieved in the operational plan for integrating Threads USA into A&E and
progress was also made in reducing costs in the Threads USA facilities.
A&E remains focused on integrating the Threads USA operations into those of
A&E.
Harris Teeter sales in the third quarter of fiscal 1996 of $454 million
increased 5% over the $432 million reported for the comparable period last
year. Net sales for stores in operation during both periods increased 2.6%.
Customer acceptance of newly opened stores, aggressive feature plans and
advertising have contributed to the increase in sales. Operating profit of
$14.1 million was up 19% from the $11.8 million reported for the comparable
period last year. The operating profit increase was largely the result of
increased sales volume, an increased percentage of the sales coming
from higher margin products and continued control of operating expenses.
At June 30, 1996, 133 stores were in operation, compared to 142 at
July 2, 1995. During the third quarter of fiscal 1996, six smaller stores
in less urban markets were sold at no significant gain or loss. Four new
larger stores were opened, one of which was a replacement for an older,
smaller store which was closed under a previously announced marketing
strategy and plan for which a restructuring reserve of $5.3 million, before
taxes, was established in fiscal 1993. Charges incurred in this quarter
against the reserve were $1.0 million. A cumulative total of $2.9 million
has been charged for all periods to date. The plan calls for the replacement
of an anticipated 12 smaller, less competitive stores with larger stores
offering increased variety and drawing from a larger marketing area, with
related store closings planned to occur during fiscal years through 1996.
Management anticipates that the remaining charges associated with the
closed stores will be incurred through fiscal year ending 2000. Management
expects that the effect on operating results of any fiscal year and on
liquidity will not be material, and that capital resources will be adequate
to complete such restructuring.
During the second fiscal 1996 quarter, the Company elected to begin
paying directly to its ESOP employee-shareholders the cash dividends on ESOP
shares instead of accumulating such dividends within the ESOP Trust.
Favorable tax treatment of the ESOP dividend pass-through under the
applicable income tax statutes along with favorable tax attributes of
Company-owned life insurance have significantly reduced the effective income
tax rate of the Company. These favorable tax attributes are subject to the
potential of adverse future tax legislation, if any.
7
For the Nine Months Ended June 30, 1996 and July 2, 1995
Consolidated sales for the nine months ended June 30, 1996 of $1.58
billion increased 6% over the $1.5 billion reported for the first nine months
of fiscal 1995, with Harris Teeter reporting an increase and A&E reporting a
decrease. Operating profit of $61 million increased 3% over the $59 million
reported for the comparable period last year, with Harris Teeter reporting
an increase and A&E reporting a decrease. Net income from continuing
operations of $31.2 million was up 5% from $29.6 million reported last year.
Fully diluted per share earnings for the first nine months this year were
$.67 versus $.64 a year ago, and from continuing operations, $.67 versus
$.63 a year ago.
American & Efird sales of $214 million for the first nine months of fiscal
1996 declined 5% from the comparable period last year. The sales decrease
was in industrial thread in the U.S. and Canada and was the result of
continuing weakness in apparel sales at retail. This resulted in reduced
demand by apparel manufacturers for industrial thread throughout most of the
period before showing very slight improvement toward the end of the quarter.
In response, A&E's thread manufacturing plants operated on reduced schedules
which had a substantial negative impact on operating profit, down 12% from
the comparable prior year period. In more recent weeks, particularly in the
last month of the period, the slight improvement in textile and apparel
industries and more significantly the progress in integrating the acquired
Threads USA business into A&E improved operating results.
Harris Teeter sales of $1.37 billion for the nine months ended
June 30, 1996 increased 8% over the same period last year, primarily the
result of increased selling area in new and remodeled stores, customer
acceptance of newly opened stores, strong holiday sales, promotion of
feature programs and effective advertising. Operating profit was up
16%, the result of increased sales volume, a favorable product mix of
higher gross profit items, and continued control of operating expenses.
Capital Resources and Liquidity
Ruddick has an overall financial goal of earning 15% return on beginning
shareholders' equity. The Company has not met that objective in a number of
years. At the same time, Ruddick seeks to limit long-term debt so as to
constitute no more than 40% of capital employed, which includes long-term
debt and shareholders' equity. As of June 30, 1996, this percentage was
34.5% compared to 29.0% at October 1, 1995.
The Company's principal source of liquidity has been revenues from
operations. The Company also has the ability to borrow up to an aggregate
of $100 million under established revolving lines of credit with three banks.
The maximum amount outstanding under these credit facilities during the
quarter ended June 30, 1996 was $68.4 million, and $68.4 million was
outstanding at quarter end. The majority of the borrowings under Ruddick's
revolving credit facilities were used for capital expenditures, including
American & Efird's acquisition
8
of certain assets of Threads USA. Borrowings and repayments under these
revolving credit facilities are of the same nature as short-term credit
lines; however, due to the nature and terms of the agreements allowing up
to five years for repayment, all borrowings under these facilities are
classified as long-term debt.
On March 1, 1996, the Company executed an unsecured $50 million 6.48%
Senior Promissory Note, due March 1, 2011 with The Prudential Insurance
Company of America (Prudential). Proceeds from this note were used
to reduce the amount borrowed under the revolving lines of credit. Also on
March 1, 1996, a non-committed $50 million Private Shelf Facility was
executed with Prudential. Neither the Company nor Prudential is committed
or required to fulfill on the terms of the Private Shelf Facility. No
borrowings under this $50 million Private Shelf Facility had been undertaken
as of June 30, 1996.
Working capital of $89.8 million at June 30, 1996 increased $16.1
million from October 1, 1995, largely the result of the net reductions in
cash balances and accounts payable and increases in accounts receivable and
inventories. The current ratio was 1.4 at June 30, 1996 and 1.3 at
October 1, 1995.
Covenants in certain of the Company's long-term debt agreements limit
the total indebtedness that the Company may incur. Management believes that
the limit on indebtedness does not significantly restrict the Company's
liquidity and that such liquidity is adequate to meet foreseeable requirements.
The average quarterly level of capital expenditures incurred for the
three quarters to June 30, 1996, may be reasonably indicative of those
expected in the fourth fiscal quarter. Capital expenditures in the third
fiscal quarter were greater than normal due to the acquisition of certain
assets of Threads USA. Management expects that internally generated funds,
supplemented by available borrowing capacity, will be adequate to finance
such expenditures.
Since the beginning of fiscal 1996, the Company has increased its
regular quarterly dividend and therefore it does not anticipate the payment
of an extra dividend at fiscal year end.
During the third fiscal 1996 quarter, the Company implemented its
previously announced Dividend Reinvestment Plan which is available to all
shareholders of record.
9
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
Exhibit No. Description of Exhibit
10.1 Ruddick Corporation 1995 Comprehensive Stock Option
Plan, as Amended
10.2 Ruddick Corporation Nonstatutory Stock Option Agreement
Between the Registrant and Thomas M. Belk
10.3 Ruddick Corporation Nonstatutory Stock Option Agreement
Between the Registrant and Edwin B. Borden, Jr.
10.4 Ruddick Corporation Nonstatutory Stock Option Agreement
Between the Registrant and Beverly F. Dolan
10.5 Ruddick Corporation Nonstatutory Stock Option Agreement
Between the Registrant and Roddey Dowd, Sr.
10.6 Ruddick Corporation Nonstatutory Stock Option Agreement
Between the Registrant and James E.S. Hynes
10.7 Ruddick Corporation Nonstatutory Stock Option Agreement
Between the Registrant and Hugh L. McColl, Jr.
10.8 Ruddick Corporation Nonstatutory Stock Option Agreement
Between the Registrant and E. Craig Wall, Jr.
11 Statement Re: Computation of Per Share Earnings
27 Financial Data Schedule
(B) REPORTS ON FORM 8-K - None
SIGNATURES
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES EXCHANGE ACT OF 1934, THE
REGISTRANT HAS DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE
UNDERSIGNED THEREUNTO DULY AUTHORIZED.
RUDDICK CORPORATION
DATE: August 14, 1996 /s/ R. N. Brigden
R. N. BRIGDEN
VICE PRESIDENT - FINANCE
(PRINCIPAL FINANCIAL OFFICER)
10
RUDDICK CORPORATION 1995
COMPREHENSIVE STOCK OPTION PLAN
Ruddick Corporation, a North Carolina corporation (the
"Corporation"), hereby establishes the following Comprehensive
Stock Option Plan for the benefit of employees of the Corporation
and its Subsidiaries and non-employee members of the Board of
Directors of the Corporation:
1. Definitions:
(a) "Act" means the Securities Exchange Act of 1934,
as amended.
(b) "Board of Directors" means the Board of Directors
of the Corporation.
(c) "Code" means the Internal Revenue Code of 1986, as
amended.
(d) "Committee" means the Stock Option Committee
appointed by the Board of Directors of the Corporation to
administer the Plan.
(e) "Common Stock" means the common stock of the
Corporation to be issued pursuant to the Plan.
(f) "Corporation" means Ruddick Corporation.
(g) "Director" means a member of the Board of
Directors who is not a full-time employee of the Corporation
or any of its Subsidiaries.
(h) "Disabled" means the inability of an Optionee to
engage in his profession by reason of any medically
determinable physical or mental impairment which can be
expected to result in death or which is to last or can be
expected to last for a continuous period of not less than
twelve months.
(i) "Effective Date" means November 16, 1995.
(j) "Fair Market Value" means, as of a given date and
for so long as shares of the Common Stock are listed on a
national securities exchange or reported on The NASDAQ Stock
Market as a National Market security, the mean between the
high and low sales prices for the Common Stock on such date,
or, if no such shares were sold on such date, the most
recent date on which shares of such Common Stock were sold,
as reported in THE WALL STREET JOURNAL. If the Common Stock
is not listed on a national securities exchange or reported
on The NASDAQ Stock Market as a National Market security,
Fair Market Value shall mean the average of the closing bid
and asked prices for such stock in the over-the-counter
market as reported by The NASDAQ Stock Market. If the
Common Stock is not listed on a national securities exchange
or reported on The NASDAQ Stock Market as a National Market
security, or the over-the-counter market, Fair Market Value
shall be the fair value thereof determined in good faith by
the Board of Directors.
(k) "Grant Date" means (i) for purposes of Options
granted to Key Employees under Section 6, the later of
(A) the date of the Committee's authorization of such grant,
(B) the date of shareholder approval of the Plan, or
(C) such later date as may be determined by the Committee at
the time such grant is authorized; and (ii) for purposes of
Options granted to Directors under Section 9, either (A) the
Effective Date for Directors who are granted Options as of
the Effective Date, or (B) the election as Director with
respect to an individual who is not a Director on the
Effective Date but who is elected a Director within ten (10)
years after the Effective Date.
(l) "Incentive Stock Option" means an Option granted
by the Corporation to a Key Employee which is intended to
qualify as an Incentive Stock Option under Section 422 of
the Code.
(m) "Key Employee" means an active full time employee
of the Corporation or its Subsidiaries who has significant
responsibility for the growth and financial success of the
Corporation, including officers and other employees of the
Corporation and its Subsidiaries. The term "Key Employee"
does not include a Director or a person who has retired from
the active employment of the Corporation or a Subsidiary.
(n) "Nonstatutory Stock Option" means an Option
granted by the Corporation to a Key Employee or Director
which does not meet the requirements of Section 422 of the
Code, or even if meeting the requirements of Section 422 of
the Code, is not intended to be an Incentive Stock Option
and is so designated.
(o) "Option" means the right granted to a Key Employee
or Director by the Corporation pursuant to the Plan to
purchase shares of Common Stock.
(p) "Optionee" means the individual granted an Option.
(q) "Option Shares" means any of the shares of Common
Stock received by an Optionee pursuant to the exercise of
all or a portion of the Option or Options granted hereunder.
(r) "Plan" means the Ruddick Corporation 1995
Comprehensive Stock Option Plan.
(s) "Stock Option Agreement" means a formal written
agreement between the Corporation and an Optionee in such
form and containing such provisions not inconsistent with
the provisions of the Plan as the Committee shall from time
to time approve setting forth the terms and conditions of
the grant of an option to purchase shares of Common Stock
pursuant to the Plan.
(t) "Subsidiaries" means subsidiary corporations of
the Corporation as that term is defined in Section 424(f) of
the Code.
2. Purpose:
This Plan is for the purpose of securing or retaining the
services of Key Employees of the Corporation and its Subsidiaries
and non-employee members of the Board of Directors. The Board of
Directors believes the Plan will promote and increase personal
interest in the welfare of the Corporation by, and provide
incentive to, those who are primarily responsible not only for
its regular operations but also for shaping and carrying out the
long-range plans of the Corporation and aiding its continued
growth and financial success. It is intended that designated
Options issued to selected Key Employees pursuant to the Plan
will constitute Incentive Stock Options within the meaning of
Section 422 of the Code. Furthermore, with respect to persons
subject to Section 16 of the Act, transactions under this Plan
are intended to comply with all applicable conditions of
Rule 16b-3 or its successors under the Act. To the extent that
any provision of the Plan or action by the Committee fails to so
comply, it shall be deemed null and void, to the extent permitted
by law AND deemed advisable by the Committee.
3. Administration:
The Plan shall be administered by the Committee which shall
consist of not fewer than two members of the Board of Directors
who shall be appointed by the Board. Each member of the
committee shall be a "disinterested person" as defined in Rule
16b-3(c)(2)(i) under the Act, as such rule may be amended from
time to time.
The members of the Committee shall serve at the pleasure of
the Board of Directors, which may fill vacancies, however caused,
in the Committee. The Committee shall select one of its members
as its chairman and shall hold its meetings at such times and
places as it shall deem advisable. A majority of its members
shall constitute a quorum, and all actions of the Committee shall
be taken by a majority of its members. The Committee shall
appoint a secretary, who may be but need not be a member of the
Committee and who shall keep minutes of its meetings, and shall
make such rules and regulations for the conduct of its business
as it shall deem advisable.
Subject to the express provisions of the Plan, the Committee
shall have complete authority, in its discretion, to determine
(i) the Key Employees of the Corporation and of the Subsidiaries
to whom, the number of shares with respect to which, the time or
times when, and the price or prices at which, Options shall be
granted; (ii) the Option periods; (iii) the rate at which such
Options will vest and may be exercised within the appropriate
period and any vesting acceleration or exercisability provisions
in the event of a change in control, termination of employment or
termination of the Plan; and (iv) except as provided in Section
14 hereof, to modify or amend any Option or to waive any
restrictions or conditions applicable to any Option or the
exercise thereof. The Committee shall have complete authority to
determine if any Option granted to a Key Employee is an Incentive
Stock Option or a Nonstatutory Stock Option as provided in
Section 4. Except as provided in Section 14 hereof, the
Committee shall also have complete authority to interpret the
Plan, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of the
respective Stock Option Agreements of Key Employees (which need
not be identical), and to make all other determinations necessary
or advisable for the administration of the Plan. The Committee's
determinations on the matters referred to in this section shall
be conclusive and binding upon all persons including, without
limitation, the Corporation and its Subsidiaries, the Committee
and each of the members thereof, and the Directors, officers and
employees of the Corporation and its Subsidiaries, the Optionees
and their respective successors in interest.
4. Eligibility:
Incentive Stock Options and Nonstatutory Stock Options may
be granted to current and future Key Employees in the discretion
of the Committee. Except as provided in Section 13 hereof, no
Key Employee shall be eligible to receive an Incentive Stock
Option if such employee would beneficially own, directly or
indirectly, capital stock of the Corporation possessing more than
ten percent of the total combined voting power of all classes of
capital stock of the Corporation. For purposes of the preceding
sentence, the rules of Section 424(d) of the Code shall apply,
and capital stock of the Corporation that an employee may
purchase under outstanding options shall not be treated as stock
owned by such employee. In determining the employees to whom
Options will be granted and the number of shares to be covered by
each Option, the Committee shall take into account the duties of
the respective employees, their current and potential
contributions to the success of the Corporation or its
Subsidiaries, the anticipated number of years of effective
service remaining, and such other factors as it shall deem
relevant in connection with accomplishing the purposes of the
Plan. Subject to the limits set forth in this Plan, a Key
Employee who has been granted an Option may be granted additional
Options if the Committee shall so determine.
Notwithstanding the foregoing provisions of the Plan, no Key
Employee may be granted an Incentive Stock Option pursuant to
which the aggregate fair market value (determined as of the time
the Incentive Stock Option is granted) of the stock with respect
to which all incentive stock options are exercisable for the
first time by such employee during any calendar year, under this
and all other incentive stock option plans (as defined in Section
422 of the Code) of the Corporation or its Subsidiaries, would
exceed $100,000.
No Director shall be eligible to receive Options pursuant to
this Section 4. Each Director of the Corporation shall be
eligible to participate in the Plan and shall receive grants of
Nonstatutory Stock Options, pursuant to the terms and conditions
as described in Section 9. Grants of Nonstatutory Stock Options
under the Plan to Directors shall be automatic as described in
Section 9.
5. Stock Subject to Option:
An aggregate of 600,000 shares of Common Stock will be
authorized and reserved for issuance for purposes of the Plan.
Such shares may consist of, as the Board of Directors of the
Corporation shall from time to time determine, authorized but
unissued shares of Common Stock and/or issued shares of Common
Stock which have been reacquired by the Corporation. If any
Option granted under the Plan shall expire or terminate for any
reason without having been exercised in full, shares subject to
the portion of the Option so expired or terminated may be
available for Options to be granted to other Key Employees or
Directors. In no event, however, may Common Stock which is
surrendered or withheld to pay the exercise price of an Option be
available for additional grants.
The total amount of shares with respect to which Options may
be granted under the Plan and outstanding option rights (both as
to the number of shares subject to Option and the Option price(s)
thereof) shall be appropriately adjusted for any increase or
decrease in the number of outstanding shares of Common Stock of
the Corporation resulting from payment of a stock dividend on the
Common Stock, a subdivision or combination of shares of the
Common Stock, or a reclassification of the Common Stock, and (in
accordance with the provisions contained in the next following
paragraph) in the event of a merger or consolidation; PROVIDED,
HOWEVER, that in the case of Incentive Stock Options, such
adjustments shall be made only to the extent permitted by
Sections 421, 422 and 424 of the Code.
After the merger of one or more corporations into the
Corporation or any Subsidiary of the Corporation, any merger of
the Corporation into another corporation, any consolidation of
the Corporation or any Subsidiary of the Corporation and one or
more corporations, or any other corporate reorganization of any
form involving the Corporation as a party thereto and involving
any exchange, conversion, adjustment or other modification of the
outstanding shares of the Corporation's Common Stock, each
Optionee shall, at no additional cost, be entitled, upon any
exercise of his or her Option, to receive, in lieu of the number
of shares as to which such Option shall then be so exercised, the
number and class of shares of stock or other securities or such
other property to which such Optionee would have been entitled to
pursuant to the terms of the agreement of merger or
consolidation, if at the time of such merger or consolidation,
such Optionee had been a holder of record of a number of shares
of Common Stock of the Corporation equal to the number of shares
as to which such Option shall then be so exercised. Comparable
rights shall accrue to each Optionee in the event of successive
mergers or consolidations of the character described above.
The foregoing adjustments and the manner of application of
the foregoing provisions shall be determined by the Committee in
its sole discretion. Any such adjustment may provide for the
elimination of any share which might otherwise become subject to
an Option.
In the event of (i) the adoption of a plan of merger or
consolidation of the Corporation with any other corporation or
association as a result of which the holders of the voting
capital stock of the Corporation as a group would receive less
than 50% of the voting capital stock of the surviving or
resulting corporation; (ii) the approval by the Board of
Directors of an agreement providing for the sale or transfer
(other than as security for obligations of the Corporation) of
substantially all the assets of the Corporation; or (iii), in the
absence of a prior expression of approval of the Board of
Directors, the acquisition of more than 20% of the Corporation's
voting capital stock by any person within the meaning of Section
13(d)(3) of the Act, other than a person, or group including a
person, who beneficially owned, as of the Effective Date hereof,
more than 7% of the Corporation's securities; then, any Option
granted hereunder shall become immediately exercisable in full,
subject to any appropriate adjustments in the number of shares
subject to the Option and the option price, and shall remain
exercisable for the remaining term of such Option, regardless of
whether such Option has been outstanding for six months or of any
provision contained in the Stock Option Agreement with respect
thereto limiting the exercisability of the Option or any portion
thereof for any length of time, subject to all of the terms
hereof and of the Stock Option Agreement with respect thereto not
inconsistent with this paragraph.
Anything contained herein to the contrary notwithstanding,
upon the dissolution or liquidation of the Corporation each
Option granted under the Plan shall terminate; PROVIDED, HOWEVER,
that following the adoption of a plan of dissolution or
liquidation, and in any event prior to such dissolution or
liquidation (and as provided above regarding certain mergers and
consolidations), each Option granted hereunder shall be
exercisable in full, regardless of whether such Option has been
outstanding for six months or of any provision contained in the
Stock Option Agreement with respect thereto limiting the
exercisability of the Option or any portion thereof for any
length of time, subject to all of the terms hereof and of the
Stock Option Agreement with respect thereto not inconsistent with
this paragraph.
The grant of an Option pursuant to this Plan shall not
affect in any way the right or power of the Corporation or any of
its Subsidiaries to make adjustments, reclassifications,
reorganizations, or changes of its capital or business structure,
or to merge or consolidate, or to dissolve, liquidate or sell, or
transfer all or any part of its business or assets.
6. Granting of Options to Key Employees:
Following the selection by the Committee of a Key Employee
to whom an Option shall be granted, the Corporation shall tender
to such Key Employee for signature a Stock Option Agreement. The
Committee may designate certain Options granted pursuant to the
Plan as Incentive Stock Options that are subject to additional
terms contained herein regarding the granting of Incentive Stock
Options. An Option granted to a Key Employee shall be deemed
granted on the Grant Date with respect thereto as that term is
defined in Section 1(k)(i) hereunder. In the event that a Key
Employee fails to sign and return the Stock Option Agreement to
the Committee or its designee within the time specified by the
Committee, the Option shall be void.
Subject to the terms of this Plan, the purchase price of the
Common Stock under each Nonstatutory Stock Option granted to a
Key Employee shall be determined by the Committee by reference to
the Fair Market Value of the Common Stock, and the purchase price
of Common Stock underlying each Incentive Stock Option shall be
no less than the Fair Market Value of the Common Stock at the
Grant Date.
7. Option Period for Key Employees:
The Options granted to Key Employees hereunder shall be
exercisable in whole or in part or in installments, from time to
time, as may be specified by the Committee as set forth in the
Stock Option Agreement, except that no Option granted to a Key
Employee under the Plan shall be exercisable within six months
of, or after ten years from, the Grant Date. Furthermore, no
Options may be granted more than ten (10) years after the
expiration of ten years from and including the Effective Date.
8. Effect of Termination of Employment or Disability of
Key Employees:
(a) If the employment of any Key Employee to whom an
Option has been granted is terminated for any reason other
than death, disability, retirement with the consent of the
Corporation or termination without cause, his or her
unexercised Option or Options shall terminate immediately.
(b) If a Key Employee retires with the consent of the
Corporation or any of its Subsidiaries, all Options held by
such Key Employee, to the extent that such Options have not
previously expired or been exercised, shall become fully
exercisable and vested, and the Key Employee may exercise
such Options in part or in full at any time within three
months after said retirement or termination, but in no event
after the expiration of ten years from the Grant Date of
such Option.
(c) If the employment of a Key Employee is terminated
without cause by the Corporation or any of its Subsidiaries,
the Key Employee may exercise his or her Option to the
extent that the Key Employee was entitled to exercise it as
of the date of such termination but only within three months
after said termination and in no event after the expiration
of ten years from the Grant Date of such Option.
(d) If a Key Employee dies or becomes Disabled while
he or she is an employee of the Corporation or any of its
Subsidiaries, or shall die within three months after
retirement (provided that such retirement is with the
consent of the Corporation or any of its Subsidiaries), all
Options held by such Key Employee, to the extent that such
Options have not previously expired or been exercised, shall
become fully exercisable and vested, and such Options may be
exercised in part or in full at any time within one year
after the date of such death or disability or, if he dies
within three months after retirement (provided that such
retirement is with the consent of the Corporation or any of
its Subsidiaries), at any time within one year after such
retirement, but in no event after the expiration of ten
years from the Grant Date of the Option. In the event of
the Key Employee's death, such Options may be exercised to
the extent otherwise provided herein by the executor or
personal representative of the Key Employee's estate or by
any person who acquired the right to exercise such Options
by bequest under the Key Employee's will or by inheritance.
In the event the Key Employee is Disabled, such Options may
be exercised to the extent otherwise provided herein by the
personal representative of the Key Employee or such other
person designated by a court of competent jurisdiction or by
power of attorney to handle the Key Employee's personal
estate or affairs. The Committee, in its sole discretion,
must determine that a Key Employee is Disabled upon
certification thereof by a qualified physician selected by
the Committee after such physician examines the Key
Employee.
(e) A temporary leave of absence approved by the
Corporation or any of its Subsidiaries shall not be deemed
to be a termination of employment, unless, under any
applicable provisions of the Code or regulations promulgated
thereunder, as then in effect, the affected Key Employee
would be accorded different tax treatment than if such Key
Employee were an active employee of the Corporation or any
of its Subsidiaries.
(f) Notwithstanding the provisions of subparagraphs
(a), (b), (c), (d) and (e) above, the Committee may, in its
sole discretion, establish different terms and conditions
pertaining to the effect of termination of employment or
disability, to the extent permitted by applicable federal
and state law.
(b) Granting of Nonstatutory Stock Options to Directors:
All Options granted under this Section 9 shall be
Nonstatutory Stock Options and shall not be entitled to special
tax treatment under Section 422 of the Code. As of the Effective
Date, each Director as of such date shall be granted a
Nonstatutory Stock Option to purchase 10,000 shares of Common
Stock. Each individual who is not a Director on the Effective
Date but who is elected a Director within ten (10) years after
the Effective Date shall be granted, as of the date of such
election as Director, a Nonstatutory Stock Option to purchase
10,000 shares of Common Stock. The Corporation shall tender to
each Director for signature a Stock Option Agreement, which Stock
Option Agreement shall comply with and be subject to the
following terms and conditions:
(c) The exercise price of shares of Common Stock
covered by the Nonstatutory Stock Option shall not be less
than 100% of the Fair Market Value of such shares on the
Grant Date (as that term is defined in Section 1(k)(ii)
hereunder).
(b) No Nonstatutory Stock Option granted pursuant to
this Section 9 may be exercised:
(i) Before the Plan is approved by the
shareholders of the Corporation;
(ii) If and to the extent required by Rule
16b-3 of the Act, within the first six months after the
date the Plan is approved by the shareholders; provided
that this six month restriction shall not apply if the
Director dies during the six month period;
(iii) After the expiration of ten (10)
years from the Grant Date; provided, however, that each
Nonstatutory Stock Option shall be subject to
termination before its date of expiration as herein
provided;
(iv) Except as set forth in Section 9(c) or
9(d) hereof, more than three months after the Director
ceases to be a Director; provided, however, that if the
Director ceases to be a Director before the lapse of
the six month period described in clause (ii) above,
more than three months after the lapse of such six-
month period.
(c) If a Director ceases to be a Director for reason
of death or becoming Disabled, the Nonstatutory Stock Option
may be exercised (subject to the limitations of Sections
9(b)(ii) and 9(b)(iii) hereof) within one year after his
death or disability by the Director or person to whom the
Director's rights under the Nonstatutory Stock Option shall
have passed by will or by the laws of dissent and
distribution.
(d) If a Director dies after he ceases to be a
Director, but within the time period during which his
outstanding Nonstatutory Stock Options are still
exercisable, the Nonstatutory Stock Option may be exercised
(subject to the limitations of Sections 9(b)(i) and
9(b)(iii) hereof) within one year after his death by the
person to whom the Director's rights under the Nonstatutory
Stock Option shall have passed by will or by the laws of
descent and distribution.
(e) Nonstatutory Stock Options granted pursuant to
this Section 9 may be exercised in the manner set forth in
Section 10 hereof. Notwithstanding anything herein to the
contrary, however, Nonstatutory Stock Options granted to
Directors shall be exercised in such a manner as to conform
to the provisions of Rule 16b-3 of the Act.
(f) This Section 9 shall not be amended more
frequently than once every six months, other than to comply
with changes in the Code or the Employee Retirement Income
Security Act of 1974 or the respective rules thereunder.
(10) Exercise of Options by Optionees:
An Option may be exercised by an Optionee by written notice
to the Corporation at its offices at 2000 Two First Union Center,
Charlotte, North Carolina 28282, or such other address to which
the office may be relocated, which notice shall be signed by the
Optionee or by the Optionee's successors, as described herein,
and which shall state the number of shares with respect to which
the Option is being exercised, and shall contain the
representation that it is the Optionee's current intention to
acquire the shares being purchased for investment and not for
resale. Payment in full of the option price of said shares must
be made at the time of the exercise of the Option, and payment
may be made in cash or shares of the Common Stock of the
Corporation previously held by the Optionee, or a combination of
both. Payment in shares also may be made with shares received
upon the exercise or partial exercise of an Option, whether or
not involving a series of exercises or partial exercises and
whether or not share certificates for such shares surrendered
have been delivered to the Optionee. Shares of Common Stock
previously held by the Optionee, and surrendered in accordance
with rules and regulations adopted by the Committee for the
purpose of making full or partial payment of the option price,
shall be valued for such purpose at the Fair Market Value thereof
on the date the Option is exercised. As soon as practicable
after said notice shall have been received, the Corporation shall
deliver to the Optionee a stock certificate registered in the
Optionee's name representing the Option shares.
The Optionee shall not have any rights of a shareholder of
the Corporation with respect to the shares covered by the Option
except to the extent that, and until, one or more certificates
for shares of Common Stock shall have been delivered to the
Optionee upon the due exercise of the Option. No shares shall be
required to be issued and delivered upon exercise of any Option
under the Plan unless and until all of the requirements of law
and of all regulatory agencies having jurisdiction over the
issuance and delivery of the securities shall have been fully
complied with.
The exercise of any Nonstatutory Stock Option granted under
the Plan is subject to the condition that if at any time the
Corporation shall determine, in its sole discretion, that the
satisfaction of withholding tax or other withholding liabilities
under any state or federal law is necessary or desirable as a
condition of, or in connection with, such exercise or the
delivery or purchase of shares pursuant thereto, then in such
event, the exercise of the Option shall not be effective unless
such withholding tax or other withholding liabilities shall have
been satisfied by payment to the Corporation or by having
withheld from the Optionee's compensation (if any) any amounts
necessary to satisfy the Corporation's withholding liabilities
with respect to such disposition. In the event of the
disposition by an Optionee of shares of Common Stock acquired
pursuant to the exercise of an Incentive Stock Option granted
pursuant to the Plan within two years of the granting of the
Incentive Stock Option or within one year after the exercise of
the Incentive Stock Option, the Corporation shall have the right
to require that the Optionee pay to the Corporation or have
withheld from the Optionee's compensation any amounts necessary
to satisfy the Corporation's withholding liabilities with respect
to such disposition.
11. The Right of the Corporation to Terminate Employment
and Status:
Nothing contained in the Plan or in any Option granted
pursuant to the Plan shall confer upon any Optionee, Key Employee
or Director any right to continued employment with the
Corporation or one of its Subsidiaries, or shall interfere in any
way with the right of the Corporation to release or retain the
Director in his status as director, to make additional grants to
the Key Employee at any time thereafter, or to terminate a Key
Employee's employment at any time for any reason.
12. Non-Transferability of Options:
No Option granted under the Plan shall be transferable by
the Key Employee or Director other than by will, or, if he or she
dies intestate, by the laws of descent and distribution of the
state of his or her domicile at the time of his or her death.
During the Key Employee's or Director's lifetime, the Option
shall be exercisable only by the Key Employee or Director.
13. Ten Percent Shareholders:
Notwithstanding the provisions of Section 4 hereof regarding
the ineligibility of certain ten percent owners of the
Corporation's capital stock, any such Key Employee may be granted
an Incentive Stock Option hereunder which (a) provides for an
option price of at least 110% of the fair market value of the
stock at the time of the granting of the Incentive Stock Option,
(b) is not exercisable before the expiration of six months or
after the expiration of five years from the date such Incentive
Stock Option is granted, and (c) is subject to all of the other
terms and conditions of the Plan including, without limitation,
the restrictions of Section 4 hereof regarding Incentive Stock
Options to purchase shares having a fair market value in excess
of $100,000.
14. Amendment and Termination:
Except as set forth in Section 9 hereof, the Plan may be
amended, modified, discontinued or terminated at any time by the
Board of Directors as deemed in the best interests of the
Corporation; PROVIDED, HOWEVER, no such amendment or modification
shall (i) materially increase the benefits accruing to eligible
employees, (ii) increase the number of shares which may be issued
pursuant to Options, (iii) materially modify the requirements as
to eligibility for participation, or (iv) without the consent of
the holder, reduce the amount of any benefit or adversely change
the terms and conditions of any outstanding Option. Furthermore,
to the extent necessary and desirable to comply with Rule 16b-3
under the Act or with Section 422 of the Code (or any other
applicable law or regulation, including the requirements of any
stock exchange on which the Common Stock is listed or quoted),
shareholder approval of any Plan amendment shall be obtained in
such a manner and to such a degree as is required by the
applicable law or regulation.
The Committee may make such amendments or modifications in
the terms and conditions of any Option as it may deem advisable,
or cancel or annul any grant of an Option; PROVIDED, HOWEVER,
that no such amendment, modification, cancellation or annulment
may, without the consent of the Optionee, adversely affect his or
her rights under such Option; and PROVIDED FURTHER, that the
Committee may not reduce the exercise price of any Option below
the original exercise price of such Option.
15. Effective Date and Duration of the Plan:
The Effective Date of the Plan is November 16, 1995, subject
to approval of the Plan by the shareholders of the Corporation.
Notwithstanding any other provision hereof, no Option granted
hereunder may be exercised prior to approval of the Plan by the
shareholders of the Corporation and, in the event the
shareholders do not approve the Plan within one year from the
Effective Date, all Options granted hereunder shall be void. No
Options may be granted under this Plan after the expiration of
ten years from and including the Effective Date and unless
terminated earlier pursuant to Section 14 hereof, the Plan shall
terminate on November 15, 2005.
RUDDICK CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
Pursuant to the
RUDDICK CORPORATION
1995 COMPREHENSIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 16th day of
November, 1995, by and between Ruddick Corporation, a North
Carolina corporation (the "Corporation") and Thomas M.
Belk, Director of the Corporation (the "Optionee").
WHEREAS, the Corporation has adopted the Ruddick Corporation
1995 Comprehensive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee was a Director of the Corporation or one
of its subsidiaries on the Effective Date of the Plan; and
WHEREAS, pursuant to Section 9 of the Plan, all Directors on
the Effective Date are granted Nonstatutory Stock Options under
the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as
follows:
1. Subject to the terms and conditions set forth herein
and in the Plan, the Corporation grants to Optionee, during the
ten-year period commencing on the Effective Date of the Plan and
ending on the date which is ten years thereafter (hereinafter
called the "Option Period"), the Option to purchase from the
Corporation at a price of $11.9375 per share, up to but not
exceeding in the aggregate Ten Thousand (10,000) shares of the
Corporation's Common Stock (the "Option"), which Option may be
exercised in whole or in part, from time to time during the
Option Period, subject to the terms and provisions of the Plan
and this Agreement.
2. The Option granted to the Optionee hereunder may not be
exercised:
(a) Before the Plan is approved by the shareholders of
the Corporation;
(b) If and to the extent required by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within the first six (6) months after the date the
Plan is approved by the shareholders of the Corporation;
provided that this six (6) month restriction shall not apply
if the Director dies during such period; or
(c) After the expiration of the Option Period;
provided, however, that the Option shall be subject to
termination before the expiration of the Option Period as
provided in Sections 3(b), 3(c) or 3(d) hereof.
3. The Option hereby granted shall terminate and be of no
force or effect upon the first to occur of the following events:
(a) The expiration of the Option Period;
(b) Except as set forth in Section 3(c) or 3(d)
hereof, the expiration of three months after the Optionee
ceases to be a Director; provided, however, that if the
Optionee ceases to be a Director before the lapse of the six
month period described in Section 2(b) hereof, the
expiration of three months after the lapse of such six month
period;
(c) If the Optionee ceases to be a Director by reason
of the Optionee's death or Disability, the expiration of one
(1) year after such date of death or Disability (during
which such one (1) year period the Option may be exercised
(to the extent otherwise exercisable) by the Optionee (in
the case of Disability) or the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution); or
(d) If the Optionee dies after he ceases to be a
Director but within the period that his Option are still
exercisable pursuant to this Agreement, the expiration of
one (1) year after such date of death (during which such one
(1) year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution).
4. The option hereby granted shall be exercised by an
Optionee by written notice (signed by the Optionee or the
Optionee's successors) delivered to the Corporation at its
offices at 2000 Two First Union Center, Charlotte, North Carolina
28202, from time to time, on any business day, specifying the
whole number of shares the Optionee then desires to purchase and
containing the representation that it is the Optionee's current
intention to acquire the shares being purchased for investment
and not for resale. Payment in full of the option price of such
shares must be made at the time the option is exercised and
payment may be made in cash for an amount in U.S. dollars equal
to the option price of such shares. Payment may also be made in
shares of Common Stock of the Corporation previously held by
Optionee or by combining cash and shares previously held.
Payment in shares may be made with shares received upon the
exercise or partial exercise of the Option hereby granted,
whether or not involving a series of exercises or partial
exercises and whether or not share certificates for such shares
surrendered have been delivered to Optionee. Shares of Common
Stock previously held by the Optionee, and surrendered in
accordance with rules and regulations adopted by the Committee
for the purpose of making full or partial payment of the Option
price, shall be valued for such purpose at the Fair Market Value
thereof on the date the Option is exercised. As soon as
practicable after said notice shall have been received, the
Corporation shall deliver to the Optionee a stock certificate
registered in the Optionee's name representing the Option shares.
5. The Options granted hereunder are Nonstatutory Options
and are not intended to qualify for tax treatment under Code
Section 422.
6. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where the provision should
logically be construed to apply to the estate, personal
representative, or beneficiary to whom this Option may be
transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
7. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to
which this Option shall not have been exercised and payment made
as herein provided and a stock certificate for such shares
actually issued to Optionee. No adjustment will be made for
dividends or other rights for which the record date is prior to
the date of such issuance.
8. In addition to and notwithstanding anything to the
contrary contained in the Plan, in the event of (i) the adoption
of a plan of merger or consolidation of the Corporation with any
other corporation or association as a result of which the holders
of the voting capital stock of the Corporation as a group would
receive less than 50% of the voting capital stock of the
surviving or resulting corporation; (ii) the approval by the
Board of Directors of the Corporation of an agreement providing
for the sale or transfer (other than as security for obligations
of the Corporation) of substantially all the assets of the
Corporation, or (iii) in the absence of a prior expression of
approval of the Board of Directors, the acquisition of more than
20% of the Corporation's voting capital stock by any person
within the meaning of Section 13(d)(3) of the Act, other than a
person, or group including a person, who beneficially owned, as
of the Effective Date of the Plan, more than 7% of the
Corporation's securities; then, the Option granted hereunder
shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of shares subject to the
Option and the option price, and shall remain exercisable for the
remaining term of such Option, regardless of whether such Option
has been outstanding for six months or of any provision contained
herein or in the Plan with limiting the exercisability of the
Option or any portion thereof for any length of time, but subject
to all of the terms hereof and of the Plan not inconsistent with
this paragraph.
The existence of this Option shall not affect in any way the
right or power of the Corporation or its subsidiaries to make
adjustments, reclassifications, reorganizations or other changes
in the Corporation's capital structure or its business, or to
issue any bonds, debentures, preferred or prior preference stocks
ahead of or convertible into, or otherwise affecting the Common
Stock or the rights thereof, or to merge or consolidate, or to
dissolve or liquidate, or to sell or transfer all or any part of
its assets or business, or any other corporation act or
proceeding, whether of a similar character or otherwise.
9. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issue
of shares to Optionee, any law, or any regulation or requirement
of the Securities and Exchange Commission or any other
governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in
connection with the shares then to be issued, the issue of such
shares shall be deferred until such action shall have been taken;
the Corporation shall be under no obligation to take such action;
and the Corporation shall have no liability whatsoever as a
result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the
exercise price.
10. Any dispute or disagreement which shall arise under,
or as a result of, or pursuant to, this Agreement shall be
determined by the Committee (as that term is defined in the Plan)
in its absolute and uncontrolled discretion, and the
determinations or interpretations by the Committee shall be
final, binding and conclusive on all persons affected thereby.
The Plan and Agreement may be amended, modified, discontinued or
terminated as provided in Section 14 of the Plan.
11. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as
follows: to the Secretary of the Corporation, at 2000 Two First
Union Center, Charlotte, North Carolina 28282, or at such other
address as the Corporation, by notice to Optionee, may designate
in writing from time to time; to Optionee, at Optionee's address
as shown herein, or at such other address as Optionee, by notice
to the Corporation, may designate in writing from time to time.
12. Shares of Common Stock issued pursuant to the exercise
of this Option will be issued only in the name of Optionee and
may not be transferred into the name of any agent of or nominee
for Optionee until such time as a disposition of such shares
would satisfy the holding period requirements of Section
422(a)(1) of the Internal Revenue Code of 1986, as amended.
13. This Agreement is subject in all respects to the terms
and conditions contained in the Plan, a copy of which is attached
hereto and incorporated herein by reference. All capitalized
terms used but not defined herein shall have the same meaning as
set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and
Optionee has hereunto set Optionee's hand and seal, all on the
day and year first above written.
RUDDICK CORPORATION
Attest By: /s/ R.N. Brigden
------------------------------
Title: Vice President - Finance
/s/ D.B. Willford
- -------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ Thomas M. Belk (SEAL)
--------------------------------
Address
--------------------------------
--------------------------------
--------------------------------
RUDDICK CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
Pursuant to the
RUDDICK CORPORATION
1995 COMPREHENSIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 16th day of
November, 1995, by and between Ruddick Corporation, a North
Carolina corporation (the "Corporation") and Edwin B. Borden,
Jr., Director of the Corporation (the "Optionee").
WHEREAS, the Corporation has adopted the Ruddick Corporation
1995 Comprehensive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee was a Director of the Corporation or one
of its subsidiaries on the Effective Date of the Plan; and
WHEREAS, pursuant to Section 9 of the Plan, all Directors on
the Effective Date are granted Nonstatutory Stock Options under
the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as
follows:
1. Subject to the terms and conditions set forth herein
and in the Plan, the Corporation grants to Optionee, during the
ten-year period commencing on the Effective Date of the Plan and
ending on the date which is ten years thereafter (hereinafter
called the "Option Period"), the Option to purchase from the
Corporation at a price of $11.9375 per share, up to but not
exceeding in the aggregate Ten Thousand (10,000) shares of the
Corporation's Common Stock (the "Option"), which Option may be
exercised in whole or in part, from time to time during the
Option Period, subject to the terms and provisions of the Plan
and this Agreement.
2. The Option granted to the Optionee hereunder may not be
exercised:
(a) Before the Plan is approved by the shareholders of
the Corporation;
(b) If and to the extent required by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within the first six (6) months after the date the
Plan is approved by the shareholders of the Corporation;
provided that this six (6) month restriction shall not apply
if the Director dies during such period; or
(c) After the expiration of the Option Period;
provided, however, that the Option shall be subject to
termination before the expiration of the Option Period as
provided in Sections 3(b), 3(c) or 3(d) hereof.
3. The Option hereby granted shall terminate and be of no
force or effect upon the first to occur of the following events:
(a) The expiration of the Option Period;
(b) Except as set forth in Section 3(c) or 3(d)
hereof, the expiration of three months after the Optionee
ceases to be a Director; provided, however, that if the
Optionee ceases to be a Director before the lapse of the six
month period described in Section 2(b) hereof, the
expiration of three months after the lapse of such six month
period;
(c) If the Optionee ceases to be a Director by reason
of the Optionee's death or Disability, the expiration of one
(1) year after such date of death or Disability (during
which such one (1) year period the Option may be exercised
(to the extent otherwise exercisable) by the Optionee (in
the case of Disability) or the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution); or
(d) If the Optionee dies after he ceases to be a
Director but within the period that his Option are still
exercisable pursuant to this Agreement, the expiration of
one (1) year after such date of death (during which such one
(1) year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution).
4. The option hereby granted shall be exercised by an
Optionee by written notice (signed by the Optionee or the
Optionee's successors) delivered to the Corporation at its
offices at 2000 Two First Union Center, Charlotte, North Carolina
28202, from time to time, on any business day, specifying the
whole number of shares the Optionee then desires to purchase and
containing the representation that it is the Optionee's current
intention to acquire the shares being purchased for investment
and not for resale. Payment in full of the option price of such
shares must be made at the time the option is exercised and
payment may be made in cash for an amount in U.S. dollars equal
to the option price of such shares. Payment may also be made in
shares of Common Stock of the Corporation previously held by
Optionee or by combining cash and shares previously held.
Payment in shares may be made with shares received upon the
exercise or partial exercise of the Option hereby granted,
whether or not involving a series of exercises or partial
exercises and whether or not share certificates for such shares
surrendered have been delivered to Optionee. Shares of Common
Stock previously held by the Optionee, and surrendered in
accordance with rules and regulations adopted by the Committee
for the purpose of making full or partial payment of the Option
price, shall be valued for such purpose at the Fair Market Value
thereof on the date the Option is exercised. As soon as
practicable after said notice shall have been received, the
Corporation shall deliver to the Optionee a stock certificate
registered in the Optionee's name representing the Option shares.
5. The Options granted hereunder are Nonstatutory Options
and are not intended to qualify for tax treatment under Code
Section 422.
6. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where the provision should
logically be construed to apply to the estate, personal
representative, or beneficiary to whom this Option may be
transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
7. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to
which this Option shall not have been exercised and payment made
as herein provided and a stock certificate for such shares
actually issued to Optionee. No adjustment will be made for
dividends or other rights for which the record date is prior to
the date of such issuance.
8. In addition to and notwithstanding anything to the
contrary contained in the Plan, in the event of (i) the adoption
of a plan of merger or consolidation of the Corporation with any
other corporation or association as a result of which the holders
of the voting capital stock of the Corporation as a group would
receive less than 50% of the voting capital stock of the
surviving or resulting corporation; (ii) the approval by the
Board of Directors of the Corporation of an agreement providing
for the sale or transfer (other than as security for obligations
of the Corporation) of substantially all the assets of the
Corporation, or (iii) in the absence of a prior expression of
approval of the Board of Directors, the acquisition of more than
20% of the Corporation's voting capital stock by any person
within the meaning of Section 13(d)(3) of the Act, other than a
person, or group including a person, who beneficially owned, as
of the Effective Date of the Plan, more than 7% of the
Corporation's securities; then, the Option granted hereunder
shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of shares subject to the
Option and the option price, and shall remain exercisable for the
remaining term of such Option, regardless of whether such Option
has been outstanding for six months or of any provision contained
herein or in the Plan with limiting the exercisability of the
Option or any portion thereof for any length of time, but subject
to all of the terms hereof and of the Plan not inconsistent with
this paragraph.
The existence of this Option shall not affect in any way the
right or power of the Corporation or its subsidiaries to make
adjustments, reclassifications, reorganizations or other changes
in the Corporation's capital structure or its business, or to
issue any bonds, debentures, preferred or prior preference stocks
ahead of or convertible into, or otherwise affecting the Common
Stock or the rights thereof, or to merge or consolidate, or to
dissolve or liquidate, or to sell or transfer all or any part of
its assets or business, or any other corporation act or
proceeding, whether of a similar character or otherwise.
9. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issue
of shares to Optionee, any law, or any regulation or requirement
of the Securities and Exchange Commission or any other
governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in
connection with the shares then to be issued, the issue of such
shares shall be deferred until such action shall have been taken;
the Corporation shall be under no obligation to take such action;
and the Corporation shall have no liability whatsoever as a
result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the
exercise price.
10. Any dispute or disagreement which shall arise under,
or as a result of, or pursuant to, this Agreement shall be
determined by the Committee (as that term is defined in the Plan)
in its absolute and uncontrolled discretion, and the
determinations or interpretations by the Committee shall be
final, binding and conclusive on all persons affected thereby.
The Plan and Agreement may be amended, modified, discontinued or
terminated as provided in Section 14 of the Plan.
11. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as
follows: to the Secretary of the Corporation, at 2000 Two First
Union Center, Charlotte, North Carolina 28282, or at such other
address as the Corporation, by notice to Optionee, may designate
in writing from time to time; to Optionee, at Optionee's address
as shown herein, or at such other address as Optionee, by notice
to the Corporation, may designate in writing from time to time.
12. Shares of Common Stock issued pursuant to the exercise
of this Option will be issued only in the name of Optionee and
may not be transferred into the name of any agent of or nominee
for Optionee until such time as a disposition of such shares
would satisfy the holding period requirements of Section
422(a)(1) of the Internal Revenue Code of 1986, as amended.
13. This Agreement is subject in all respects to the terms
and conditions contained in the Plan, a copy of which is attached
hereto and incorporated herein by reference. All capitalized
terms used but not defined herein shall have the same meaning as
set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and
Optionee has hereunto set Optionee's hand and seal, all on the
day and year first above written.
RUDDICK CORPORATION
Attest By: /s/ R.N. Brigden
------------------------------
Title: Vice President - Finance
/s/ D.B. Willford
- -------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ Edwin B. Borden, Jr.
(SEAL)
--------------------------------
Address
--------------------------------
--------------------------------
--------------------------------
RUDDICK CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
Pursuant to the
RUDDICK CORPORATION
1995 COMPREHENSIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 16th day of
November, 1995, by and between Ruddick Corporation, a North
Carolina corporation (the "Corporation") and Beverly F. Dolan,
Director of the Corporation (the "Optionee").
WHEREAS, the Corporation has adopted the Ruddick Corporation
1995 Comprehensive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee was a Director of the Corporation or one
of its subsidiaries on the Effective Date of the Plan; and
WHEREAS, pursuant to Section 9 of the Plan, all Directors on
the Effective Date are granted Nonstatutory Stock Options under
the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as
follows:
1. Subject to the terms and conditions set forth herein
and in the Plan, the Corporation grants to Optionee, during the
ten-year period commencing on the Effective Date of the Plan and
ending on the date which is ten years thereafter (hereinafter
called the "Option Period"), the Option to purchase from the
Corporation at a price of $11.9375 per share, up to but not
exceeding in the aggregate Ten Thousand (10,000) shares of the
Corporation's Common Stock (the "Option"), which Option may be
exercised in whole or in part, from time to time during the
Option Period, subject to the terms and provisions of the Plan
and this Agreement.
2. The Option granted to the Optionee hereunder may not be
exercised:
(a) Before the Plan is approved by the shareholders of
the Corporation;
(b) If and to the extent required by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within the first six (6) months after the date the
Plan is approved by the shareholders of the Corporation;
provided that this six (6) month restriction shall not apply
if the Director dies during such period; or
(c) After the expiration of the Option Period;
provided, however, that the Option shall be subject to
termination before the expiration of the Option Period as
provided in Sections 3(b), 3(c) or 3(d) hereof.
3. The Option hereby granted shall terminate and be of no
force or effect upon the first to occur of the following events:
(a) The expiration of the Option Period;
(b) Except as set forth in Section 3(c) or 3(d)
hereof, the expiration of three months after the Optionee
ceases to be a Director; provided, however, that if the
Optionee ceases to be a Director before the lapse of the six
month period described in Section 2(b) hereof, the
expiration of three months after the lapse of such six month
period;
(c) If the Optionee ceases to be a Director by reason
of the Optionee's death or Disability, the expiration of one
(1) year after such date of death or Disability (during
which such one (1) year period the Option may be exercised
(to the extent otherwise exercisable) by the Optionee (in
the case of Disability) or the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution); or
(d) If the Optionee dies after he ceases to be a
Director but within the period that his Option are still
exercisable pursuant to this Agreement, the expiration of
one (1) year after such date of death (during which such one
(1) year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution).
4. The option hereby granted shall be exercised by an
Optionee by written notice (signed by the Optionee or the
Optionee's successors) delivered to the Corporation at its
offices at 2000 Two First Union Center, Charlotte, North Carolina
28202, from time to time, on any business day, specifying the
whole number of shares the Optionee then desires to purchase and
containing the representation that it is the Optionee's current
intention to acquire the shares being purchased for investment
and not for resale. Payment in full of the option price of such
shares must be made at the time the option is exercised and
payment may be made in cash for an amount in U.S. dollars equal
to the option price of such shares. Payment may also be made in
shares of Common Stock of the Corporation previously held by
Optionee or by combining cash and shares previously held.
Payment in shares may be made with shares received upon the
exercise or partial exercise of the Option hereby granted,
whether or not involving a series of exercises or partial
exercises and whether or not share certificates for such shares
surrendered have been delivered to Optionee. Shares of Common
Stock previously held by the Optionee, and surrendered in
accordance with rules and regulations adopted by the Committee
for the purpose of making full or partial payment of the Option
price, shall be valued for such purpose at the Fair Market Value
thereof on the date the Option is exercised. As soon as
practicable after said notice shall have been received, the
Corporation shall deliver to the Optionee a stock certificate
registered in the Optionee's name representing the Option shares.
5. The Options granted hereunder are Nonstatutory Options
and are not intended to qualify for tax treatment under Code
Section 422.
6. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where the provision should
logically be construed to apply to the estate, personal
representative, or beneficiary to whom this Option may be
transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
7. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to
which this Option shall not have been exercised and payment made
as herein provided and a stock certificate for such shares
actually issued to Optionee. No adjustment will be made for
dividends or other rights for which the record date is prior to
the date of such issuance.
8. In addition to and notwithstanding anything to the
contrary contained in the Plan, in the event of (i) the adoption
of a plan of merger or consolidation of the Corporation with any
other corporation or association as a result of which the holders
of the voting capital stock of the Corporation as a group would
receive less than 50% of the voting capital stock of the
surviving or resulting corporation; (ii) the approval by the
Board of Directors of the Corporation of an agreement providing
for the sale or transfer (other than as security for obligations
of the Corporation) of substantially all the assets of the
Corporation, or (iii) in the absence of a prior expression of
approval of the Board of Directors, the acquisition of more than
20% of the Corporation's voting capital stock by any person
within the meaning of Section 13(d)(3) of the Act, other than a
person, or group including a person, who beneficially owned, as
of the Effective Date of the Plan, more than 7% of the
Corporation's securities; then, the Option granted hereunder
shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of shares subject to the
Option and the option price, and shall remain exercisable for the
remaining term of such Option, regardless of whether such Option
has been outstanding for six months or of any provision contained
herein or in the Plan with limiting the exercisability of the
Option or any portion thereof for any length of time, but subject
to all of the terms hereof and of the Plan not inconsistent with
this paragraph.
The existence of this Option shall not affect in any way the
right or power of the Corporation or its subsidiaries to make
adjustments, reclassifications, reorganizations or other changes
in the Corporation's capital structure or its business, or to
issue any bonds, debentures, preferred or prior preference stocks
ahead of or convertible into, or otherwise affecting the Common
Stock or the rights thereof, or to merge or consolidate, or to
dissolve or liquidate, or to sell or transfer all or any part of
its assets or business, or any other corporation act or
proceeding, whether of a similar character or otherwise.
9. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issue
of shares to Optionee, any law, or any regulation or requirement
of the Securities and Exchange Commission or any other
governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in
connection with the shares then to be issued, the issue of such
shares shall be deferred until such action shall have been taken;
the Corporation shall be under no obligation to take such action;
and the Corporation shall have no liability whatsoever as a
result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the
exercise price.
10. Any dispute or disagreement which shall arise under,
or as a result of, or pursuant to, this Agreement shall be
determined by the Committee (as that term is defined in the Plan)
in its absolute and uncontrolled discretion, and the
determinations or interpretations by the Committee shall be
final, binding and conclusive on all persons affected thereby.
The Plan and Agreement may be amended, modified, discontinued or
terminated as provided in Section 14 of the Plan.
11. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as
follows: to the Secretary of the Corporation, at 2000 Two First
Union Center, Charlotte, North Carolina 28282, or at such other
address as the Corporation, by notice to Optionee, may designate
in writing from time to time; to Optionee, at Optionee's address
as shown herein, or at such other address as Optionee, by notice
to the Corporation, may designate in writing from time to time.
12. Shares of Common Stock issued pursuant to the exercise
of this Option will be issued only in the name of Optionee and
may not be transferred into the name of any agent of or nominee
for Optionee until such time as a disposition of such shares
would satisfy the holding period requirements of Section
422(a)(1) of the Internal Revenue Code of 1986, as amended.
13. This Agreement is subject in all respects to the terms
and conditions contained in the Plan, a copy of which is attached
hereto and incorporated herein by reference. All capitalized
terms used but not defined herein shall have the same meaning as
set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and
Optionee has hereunto set Optionee's hand and seal, all on the
day and year first above written.
RUDDICK CORPORATION
Attest By: /s/ R.N. Brigden
------------------------------
Title: Vice President - Finance
/s/ D.B. Willford
- -------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ Beverly F. Dolan
(SEAL)
--------------------------------
Address
--------------------------------
--------------------------------
RUDDICK CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
Pursuant to the
RUDDICK CORPORATION
1995 COMPREHENSIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 16th day of
November, 1995, by and between Ruddick Corporation, a North
Carolina corporation (the "Corporation") and Roddey Dowd, Sr.,
Director of the Corporation (the "Optionee").
WHEREAS, the Corporation has adopted the Ruddick Corporation
1995 Comprehensive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee was a Director of the Corporation or one
of its subsidiaries on the Effective Date of the Plan; and
WHEREAS, pursuant to Section 9 of the Plan, all Directors on
the Effective Date are granted Nonstatutory Stock Options under
the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as
follows:
1. Subject to the terms and conditions set forth herein
and in the Plan, the Corporation grants to Optionee, during the
ten-year period commencing on the Effective Date of the Plan and
ending on the date which is ten years thereafter (hereinafter
called the "Option Period"), the Option to purchase from the
Corporation at a price of $11.9375 per share, up to but not
exceeding in the aggregate Ten Thousand (10,000) shares of the
Corporation's Common Stock (the "Option"), which Option may be
exercised in whole or in part, from time to time during the
Option Period, subject to the terms and provisions of the Plan
and this Agreement.
2. The Option granted to the Optionee hereunder may not be
exercised:
(a) Before the Plan is approved by the shareholders of
the Corporation;
(b) If and to the extent required by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within the first six (6) months after the date the
Plan is approved by the shareholders of the Corporation;
provided that this six (6) month restriction shall not apply
if the Director dies during such period; or
(c) After the expiration of the Option Period;
provided, however, that the Option shall be subject to
termination before the expiration of the Option Period as
provided in Sections 3(b), 3(c) or 3(d) hereof.
3. The Option hereby granted shall terminate and be of no
force or effect upon the first to occur of the following events:
(a) The expiration of the Option Period;
(b) Except as set forth in Section 3(c) or 3(d)
hereof, the expiration of three months after the Optionee
ceases to be a Director; provided, however, that if the
Optionee ceases to be a Director before the lapse of the six
month period described in Section 2(b) hereof, the
expiration of three months after the lapse of such six month
period;
(c) If the Optionee ceases to be a Director by reason
of the Optionee's death or Disability, the expiration of one
(1) year after such date of death or Disability (during
which such one (1) year period the Option may be exercised
(to the extent otherwise exercisable) by the Optionee (in
the case of Disability) or the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution); or
(d) If the Optionee dies after he ceases to be a
Director but within the period that his Option are still
exercisable pursuant to this Agreement, the expiration of
one (1) year after such date of death (during which such one
(1) year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution).
4. The option hereby granted shall be exercised by an
Optionee by written notice (signed by the Optionee or the
Optionee's successors) delivered to the Corporation at its
offices at 2000 Two First Union Center, Charlotte, North Carolina
28202, from time to time, on any business day, specifying the
whole number of shares the Optionee then desires to purchase and
containing the representation that it is the Optionee's current
intention to acquire the shares being purchased for investment
and not for resale. Payment in full of the option price of such
shares must be made at the time the option is exercised and
payment may be made in cash for an amount in U.S. dollars equal
to the option price of such shares. Payment may also be made in
shares of Common Stock of the Corporation previously held by
Optionee or by combining cash and shares previously held.
Payment in shares may be made with shares received upon the
exercise or partial exercise of the Option hereby granted,
whether or not involving a series of exercises or partial
exercises and whether or not share certificates for such shares
surrendered have been delivered to Optionee. Shares of Common
Stock previously held by the Optionee, and surrendered in
accordance with rules and regulations adopted by the Committee
for the purpose of making full or partial payment of the Option
price, shall be valued for such purpose at the Fair Market Value
thereof on the date the Option is exercised. As soon as
practicable after said notice shall have been received, the
Corporation shall deliver to the Optionee a stock certificate
registered in the Optionee's name representing the Option shares.
5. The Options granted hereunder are Nonstatutory Options
and are not intended to qualify for tax treatment under Code
Section 422.
6. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where the provision should
logically be construed to apply to the estate, personal
representative, or beneficiary to whom this Option may be
transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
7. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to
which this Option shall not have been exercised and payment made
as herein provided and a stock certificate for such shares
actually issued to Optionee. No adjustment will be made for
dividends or other rights for which the record date is prior to
the date of such issuance.
8. In addition to and notwithstanding anything to the
contrary contained in the Plan, in the event of (i) the adoption
of a plan of merger or consolidation of the Corporation with any
other corporation or association as a result of which the holders
of the voting capital stock of the Corporation as a group would
receive less than 50% of the voting capital stock of the
surviving or resulting corporation; (ii) the approval by the
Board of Directors of the Corporation of an agreement providing
for the sale or transfer (other than as security for obligations
of the Corporation) of substantially all the assets of the
Corporation, or (iii) in the absence of a prior expression of
approval of the Board of Directors, the acquisition of more than
20% of the Corporation's voting capital stock by any person
within the meaning of Section 13(d)(3) of the Act, other than a
person, or group including a person, who beneficially owned, as
of the Effective Date of the Plan, more than 7% of the
Corporation's securities; then, the Option granted hereunder
shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of shares subject to the
Option and the option price, and shall remain exercisable for the
remaining term of such Option, regardless of whether such Option
has been outstanding for six months or of any provision contained
herein or in the Plan with limiting the exercisability of the
Option or any portion thereof for any length of time, but subject
to all of the terms hereof and of the Plan not inconsistent with
this paragraph.
The existence of this Option shall not affect in any way the
right or power of the Corporation or its subsidiaries to make
adjustments, reclassifications, reorganizations or other changes
in the Corporation's capital structure or its business, or to
issue any bonds, debentures, preferred or prior preference stocks
ahead of or convertible into, or otherwise affecting the Common
Stock or the rights thereof, or to merge or consolidate, or to
dissolve or liquidate, or to sell or transfer all or any part of
its assets or business, or any other corporation act or
proceeding, whether of a similar character or otherwise.
9. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issue
of shares to Optionee, any law, or any regulation or requirement
of the Securities and Exchange Commission or any other
governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in
connection with the shares then to be issued, the issue of such
shares shall be deferred until such action shall have been taken;
the Corporation shall be under no obligation to take such action;
and the Corporation shall have no liability whatsoever as a
result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the
exercise price.
10. Any dispute or disagreement which shall arise under,
or as a result of, or pursuant to, this Agreement shall be
determined by the Committee (as that term is defined in the Plan)
in its absolute and uncontrolled discretion, and the
determinations or interpretations by the Committee shall be
final, binding and conclusive on all persons affected thereby.
The Plan and Agreement may be amended, modified, discontinued or
terminated as provided in Section 14 of the Plan.
11. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as
follows: to the Secretary of the Corporation, at 2000 Two First
Union Center, Charlotte, North Carolina 28282, or at such other
address as the Corporation, by notice to Optionee, may designate
in writing from time to time; to Optionee, at Optionee's address
as shown herein, or at such other address as Optionee, by notice
to the Corporation, may designate in writing from time to time.
12. Shares of Common Stock issued pursuant to the exercise
of this Option will be issued only in the name of Optionee and
may not be transferred into the name of any agent of or nominee
for Optionee until such time as a disposition of such shares
would satisfy the holding period requirements of Section
422(a)(1) of the Internal Revenue Code of 1986, as amended.
13. This Agreement is subject in all respects to the terms
and conditions contained in the Plan, a copy of which is attached
hereto and incorporated herein by reference. All capitalized
terms used but not defined herein shall have the same meaning as
set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and
Optionee has hereunto set Optionee's hand and seal, all on the
day and year first above written.
RUDDICK CORPORATION
Attest By: /s/ R.N. Brigden
------------------------------
Title: Vice President - Finance
/s/ D.B. Willford
- -------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ Roddey Dowd, Sr.
(SEAL)
--------------------------------
Address
--------------------------------
--------------------------------
RUDDICK CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
Pursuant to the
RUDDICK CORPORATION
1995 COMPREHENSIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 16th day of
November, 1995, by and between Ruddick Corporation, a North
Carolina corporation (the "Corporation") and James E.S. Hynes,
Director of the Corporation (the "Optionee").
WHEREAS, the Corporation has adopted the Ruddick Corporation
1995 Comprehensive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee was a Director of the Corporation or one
of its subsidiaries on the Effective Date of the Plan; and
WHEREAS, pursuant to Section 9 of the Plan, all Directors on
the Effective Date are granted Nonstatutory Stock Options under
the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as
follows:
1. Subject to the terms and conditions set forth herein
and in the Plan, the Corporation grants to Optionee, during the
ten-year period commencing on the Effective Date of the Plan and
ending on the date which is ten years thereafter (hereinafter
called the "Option Period"), the Option to purchase from the
Corporation at a price of $11.9375 per share, up to but not
exceeding in the aggregate Ten Thousand (10,000) shares of the
Corporation's Common Stock (the "Option"), which Option may be
exercised in whole or in part, from time to time during the
Option Period, subject to the terms and provisions of the Plan
and this Agreement.
2. The Option granted to the Optionee hereunder may not be
exercised:
(a) Before the Plan is approved by the shareholders of
the Corporation;
(b) If and to the extent required by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within the first six (6) months after the date the
Plan is approved by the shareholders of the Corporation;
provided that this six (6) month restriction shall not apply
if the Director dies during such period; or
(c) After the expiration of the Option Period;
provided, however, that the Option shall be subject to
termination before the expiration of the Option Period as
provided in Sections 3(b), 3(c) or 3(d) hereof.
3. The Option hereby granted shall terminate and be of no
force or effect upon the first to occur of the following events:
(a) The expiration of the Option Period;
(b) Except as set forth in Section 3(c) or 3(d)
hereof, the expiration of three months after the Optionee
ceases to be a Director; provided, however, that if the
Optionee ceases to be a Director before the lapse of the six
month period described in Section 2(b) hereof, the
expiration of three months after the lapse of such six month
period;
(c) If the Optionee ceases to be a Director by reason
of the Optionee's death or Disability, the expiration of one
(1) year after such date of death or Disability (during
which such one (1) year period the Option may be exercised
(to the extent otherwise exercisable) by the Optionee (in
the case of Disability) or the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution); or
(d) If the Optionee dies after he ceases to be a
Director but within the period that his Option are still
exercisable pursuant to this Agreement, the expiration of
one (1) year after such date of death (during which such one
(1) year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution).
4. The option hereby granted shall be exercised by an
Optionee by written notice (signed by the Optionee or the
Optionee's successors) delivered to the Corporation at its
offices at 2000 Two First Union Center, Charlotte, North Carolina
28202, from time to time, on any business day, specifying the
whole number of shares the Optionee then desires to purchase and
containing the representation that it is the Optionee's current
intention to acquire the shares being purchased for investment
and not for resale. Payment in full of the option price of such
shares must be made at the time the option is exercised and
payment may be made in cash for an amount in U.S. dollars equal
to the option price of such shares. Payment may also be made in
shares of Common Stock of the Corporation previously held by
Optionee or by combining cash and shares previously held.
Payment in shares may be made with shares received upon the
exercise or partial exercise of the Option hereby granted,
whether or not involving a series of exercises or partial
exercises and whether or not share certificates for such shares
surrendered have been delivered to Optionee. Shares of Common
Stock previously held by the Optionee, and surrendered in
accordance with rules and regulations adopted by the Committee
for the purpose of making full or partial payment of the Option
price, shall be valued for such purpose at the Fair Market Value
thereof on the date the Option is exercised. As soon as
practicable after said notice shall have been received, the
Corporation shall deliver to the Optionee a stock certificate
registered in the Optionee's name representing the Option shares.
5. The Options granted hereunder are Nonstatutory Options
and are not intended to qualify for tax treatment under Code
Section 422.
6. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where the provision should
logically be construed to apply to the estate, personal
representative, or beneficiary to whom this Option may be
transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
7. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to
which this Option shall not have been exercised and payment made
as herein provided and a stock certificate for such shares
actually issued to Optionee. No adjustment will be made for
dividends or other rights for which the record date is prior to
the date of such issuance.
8. In addition to and notwithstanding anything to the
contrary contained in the Plan, in the event of (i) the adoption
of a plan of merger or consolidation of the Corporation with any
other corporation or association as a result of which the holders
of the voting capital stock of the Corporation as a group would
receive less than 50% of the voting capital stock of the
surviving or resulting corporation; (ii) the approval by the
Board of Directors of the Corporation of an agreement providing
for the sale or transfer (other than as security for obligations
of the Corporation) of substantially all the assets of the
Corporation, or (iii) in the absence of a prior expression of
approval of the Board of Directors, the acquisition of more than
20% of the Corporation's voting capital stock by any person
within the meaning of Section 13(d)(3) of the Act, other than a
person, or group including a person, who beneficially owned, as
of the Effective Date of the Plan, more than 7% of the
Corporation's securities; then, the Option granted hereunder
shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of shares subject to the
Option and the option price, and shall remain exercisable for the
remaining term of such Option, regardless of whether such Option
has been outstanding for six months or of any provision contained
herein or in the Plan with limiting the exercisability of the
Option or any portion thereof for any length of time, but subject
to all of the terms hereof and of the Plan not inconsistent with
this paragraph.
The existence of this Option shall not affect in any way the
right or power of the Corporation or its subsidiaries to make
adjustments, reclassifications, reorganizations or other changes
in the Corporation's capital structure or its business, or to
issue any bonds, debentures, preferred or prior preference stocks
ahead of or convertible into, or otherwise affecting the Common
Stock or the rights thereof, or to merge or consolidate, or to
dissolve or liquidate, or to sell or transfer all or any part of
its assets or business, or any other corporation act or
proceeding, whether of a similar character or otherwise.
9. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issue
of shares to Optionee, any law, or any regulation or requirement
of the Securities and Exchange Commission or any other
governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in
connection with the shares then to be issued, the issue of such
shares shall be deferred until such action shall have been taken;
the Corporation shall be under no obligation to take such action;
and the Corporation shall have no liability whatsoever as a
result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the
exercise price.
10. Any dispute or disagreement which shall arise under,
or as a result of, or pursuant to, this Agreement shall be
determined by the Committee (as that term is defined in the Plan)
in its absolute and uncontrolled discretion, and the
determinations or interpretations by the Committee shall be
final, binding and conclusive on all persons affected thereby.
The Plan and Agreement may be amended, modified, discontinued or
terminated as provided in Section 14 of the Plan.
11. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as
follows: to the Secretary of the Corporation, at 2000 Two First
Union Center, Charlotte, North Carolina 28282, or at such other
address as the Corporation, by notice to Optionee, may designate
in writing from time to time; to Optionee, at Optionee's address
as shown herein, or at such other address as Optionee, by notice
to the Corporation, may designate in writing from time to time.
12. Shares of Common Stock issued pursuant to the exercise
of this Option will be issued only in the name of Optionee and
may not be transferred into the name of any agent of or nominee
for Optionee until such time as a disposition of such shares
would satisfy the holding period requirements of Section
422(a)(1) of the Internal Revenue Code of 1986, as amended.
13. This Agreement is subject in all respects to the terms
and conditions contained in the Plan, a copy of which is attached
hereto and incorporated herein by reference. All capitalized
terms used but not defined herein shall have the same meaning as
set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and
Optionee has hereunto set Optionee's hand and seal, all on the
day and year first above written.
RUDDICK CORPORATION
Attest By: /s/ R.N. Brigden
------------------------------
Title: Vice President - Finance
/s/ D.B. Willford
- -------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ James E.S. Hynes
(SEAL)
--------------------------------
Address
--------------------------------
--------------------------------
RUDDICK CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
Pursuant to the
RUDDICK CORPORATION
1995 COMPREHENSIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 16th day of
November, 1995, by and between Ruddick Corporation, a North
Carolina corporation (the "Corporation") and Hugh L. McColl, Jr.,
Director of the Corporation (the "Optionee").
WHEREAS, the Corporation has adopted the Ruddick Corporation
1995 Comprehensive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee was a Director of the Corporation or one
of its subsidiaries on the Effective Date of the Plan; and
WHEREAS, pursuant to Section 9 of the Plan, all Directors on
the Effective Date are granted Nonstatutory Stock Options under
the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as
follows:
1. Subject to the terms and conditions set forth herein
and in the Plan, the Corporation grants to Optionee, during the
ten-year period commencing on the Effective Date of the Plan and
ending on the date which is ten years thereafter (hereinafter
called the "Option Period"), the Option to purchase from the
Corporation at a price of $11.9375 per share, up to but not
exceeding in the aggregate Ten Thousand (10,000) shares of the
Corporation's Common Stock (the "Option"), which Option may be
exercised in whole or in part, from time to time during the
Option Period, subject to the terms and provisions of the Plan
and this Agreement.
2. The Option granted to the Optionee hereunder may not be
exercised:
(a) Before the Plan is approved by the shareholders of
the Corporation;
(b) If and to the extent required by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within the first six (6) months after the date the
Plan is approved by the shareholders of the Corporation;
provided that this six (6) month restriction shall not apply
if the Director dies during such period; or
(c) After the expiration of the Option Period;
provided, however, that the Option shall be subject to
termination before the expiration of the Option Period as
provided in Sections 3(b), 3(c) or 3(d) hereof.
3. The Option hereby granted shall terminate and be of no
force or effect upon the first to occur of the following events:
(a) The expiration of the Option Period;
(b) Except as set forth in Section 3(c) or 3(d)
hereof, the expiration of three months after the Optionee
ceases to be a Director; provided, however, that if the
Optionee ceases to be a Director before the lapse of the six
month period described in Section 2(b) hereof, the
expiration of three months after the lapse of such six month
period;
(c) If the Optionee ceases to be a Director by reason
of the Optionee's death or Disability, the expiration of one
(1) year after such date of death or Disability (during
which such one (1) year period the Option may be exercised
(to the extent otherwise exercisable) by the Optionee (in
the case of Disability) or the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution); or
(d) If the Optionee dies after he ceases to be a
Director but within the period that his Option are still
exercisable pursuant to this Agreement, the expiration of
one (1) year after such date of death (during which such one
(1) year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution).
4. The option hereby granted shall be exercised by an
Optionee by written notice (signed by the Optionee or the
Optionee's successors) delivered to the Corporation at its
offices at 2000 Two First Union Center, Charlotte, North Carolina
28202, from time to time, on any business day, specifying the
whole number of shares the Optionee then desires to purchase and
containing the representation that it is the Optionee's current
intention to acquire the shares being purchased for investment
and not for resale. Payment in full of the option price of such
shares must be made at the time the option is exercised and
payment may be made in cash for an amount in U.S. dollars equal
to the option price of such shares. Payment may also be made in
shares of Common Stock of the Corporation previously held by
Optionee or by combining cash and shares previously held.
Payment in shares may be made with shares received upon the
exercise or partial exercise of the Option hereby granted,
whether or not involving a series of exercises or partial
exercises and whether or not share certificates for such shares
surrendered have been delivered to Optionee. Shares of Common
Stock previously held by the Optionee, and surrendered in
accordance with rules and regulations adopted by the Committee
for the purpose of making full or partial payment of the Option
price, shall be valued for such purpose at the Fair Market Value
thereof on the date the Option is exercised. As soon as
practicable after said notice shall have been received, the
Corporation shall deliver to the Optionee a stock certificate
registered in the Optionee's name representing the Option shares.
5. The Options granted hereunder are Nonstatutory Options
and are not intended to qualify for tax treatment under Code
Section 422.
6. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where the provision should
logically be construed to apply to the estate, personal
representative, or beneficiary to whom this Option may be
transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
7. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to
which this Option shall not have been exercised and payment made
as herein provided and a stock certificate for such shares
actually issued to Optionee. No adjustment will be made for
dividends or other rights for which the record date is prior to
the date of such issuance.
8. In addition to and notwithstanding anything to the
contrary contained in the Plan, in the event of (i) the adoption
of a plan of merger or consolidation of the Corporation with any
other corporation or association as a result of which the holders
of the voting capital stock of the Corporation as a group would
receive less than 50% of the voting capital stock of the
surviving or resulting corporation; (ii) the approval by the
Board of Directors of the Corporation of an agreement providing
for the sale or transfer (other than as security for obligations
of the Corporation) of substantially all the assets of the
Corporation, or (iii) in the absence of a prior expression of
approval of the Board of Directors, the acquisition of more than
20% of the Corporation's voting capital stock by any person
within the meaning of Section 13(d)(3) of the Act, other than a
person, or group including a person, who beneficially owned, as
of the Effective Date of the Plan, more than 7% of the
Corporation's securities; then, the Option granted hereunder
shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of shares subject to the
Option and the option price, and shall remain exercisable for the
remaining term of such Option, regardless of whether such Option
has been outstanding for six months or of any provision contained
herein or in the Plan with limiting the exercisability of the
Option or any portion thereof for any length of time, but subject
to all of the terms hereof and of the Plan not inconsistent with
this paragraph.
The existence of this Option shall not affect in any way the
right or power of the Corporation or its subsidiaries to make
adjustments, reclassifications, reorganizations or other changes
in the Corporation's capital structure or its business, or to
issue any bonds, debentures, preferred or prior preference stocks
ahead of or convertible into, or otherwise affecting the Common
Stock or the rights thereof, or to merge or consolidate, or to
dissolve or liquidate, or to sell or transfer all or any part of
its assets or business, or any other corporation act or
proceeding, whether of a similar character or otherwise.
9. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issue
of shares to Optionee, any law, or any regulation or requirement
of the Securities and Exchange Commission or any other
governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in
connection with the shares then to be issued, the issue of such
shares shall be deferred until such action shall have been taken;
the Corporation shall be under no obligation to take such action;
and the Corporation shall have no liability whatsoever as a
result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the
exercise price.
10. Any dispute or disagreement which shall arise under,
or as a result of, or pursuant to, this Agreement shall be
determined by the Committee (as that term is defined in the Plan)
in its absolute and uncontrolled discretion, and the
determinations or interpretations by the Committee shall be
final, binding and conclusive on all persons affected thereby.
The Plan and Agreement may be amended, modified, discontinued or
terminated as provided in Section 14 of the Plan.
11. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as
follows: to the Secretary of the Corporation, at 2000 Two First
Union Center, Charlotte, North Carolina 28282, or at such other
address as the Corporation, by notice to Optionee, may designate
in writing from time to time; to Optionee, at Optionee's address
as shown herein, or at such other address as Optionee, by notice
to the Corporation, may designate in writing from time to time.
12. Shares of Common Stock issued pursuant to the exercise
of this Option will be issued only in the name of Optionee and
may not be transferred into the name of any agent of or nominee
for Optionee until such time as a disposition of such shares
would satisfy the holding period requirements of Section
422(a)(1) of the Internal Revenue Code of 1986, as amended.
13. This Agreement is subject in all respects to the terms
and conditions contained in the Plan, a copy of which is attached
hereto and incorporated herein by reference. All capitalized
terms used but not defined herein shall have the same meaning as
set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and
Optionee has hereunto set Optionee's hand and seal, all on the
day and year first above written.
RUDDICK CORPORATION
Attest By: /s/ R.N. Brigden
------------------------------
Title: Vice President - Finance
/s/ D.B. Willford
- -------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ Hugh L. McColl, Jr.
(SEAL)
--------------------------------
Address
--------------------------------
--------------------------------
RUDDICK CORPORATION
NONSTATUTORY STOCK OPTION AGREEMENT
Pursuant to the
RUDDICK CORPORATION
1995 COMPREHENSIVE STOCK OPTION PLAN
THIS AGREEMENT, made and entered into as of the 16th day of
November, 1995, by and between Ruddick Corporation, a North
Carolina corporation (the "Corporation") and E. Craig Wall, Jr.,
Director of the Corporation (the "Optionee").
WHEREAS, the Corporation has adopted the Ruddick Corporation
1995 Comprehensive Stock Option Plan (the "Plan"); and
WHEREAS, Optionee was a Director of the Corporation or one
of its subsidiaries on the Effective Date of the Plan; and
WHEREAS, pursuant to Section 9 of the Plan, all Directors on
the Effective Date are granted Nonstatutory Stock Options under
the Plan;
NOW, THEREFORE, the Corporation and Optionee agree as
follows:
1. Subject to the terms and conditions set forth herein
and in the Plan, the Corporation grants to Optionee, during the
ten-year period commencing on the Effective Date of the Plan and
ending on the date which is ten years thereafter (hereinafter
called the "Option Period"), the Option to purchase from the
Corporation at a price of $11.9375 per share, up to but not
exceeding in the aggregate Ten Thousand (10,000) shares of the
Corporation's Common Stock (the "Option"), which Option may be
exercised in whole or in part, from time to time during the
Option Period, subject to the terms and provisions of the Plan
and this Agreement.
2. The Option granted to the Optionee hereunder may not be
exercised:
(a) Before the Plan is approved by the shareholders of
the Corporation;
(b) If and to the extent required by Rule 16b-3 of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act"), within the first six (6) months after the date the
Plan is approved by the shareholders of the Corporation;
provided that this six (6) month restriction shall not apply
if the Director dies during such period; or
(c) After the expiration of the Option Period;
provided, however, that the Option shall be subject to
termination before the expiration of the Option Period as
provided in Sections 3(b), 3(c) or 3(d) hereof.
3. The Option hereby granted shall terminate and be of no
force or effect upon the first to occur of the following events:
(a) The expiration of the Option Period;
(b) Except as set forth in Section 3(c) or 3(d)
hereof, the expiration of three months after the Optionee
ceases to be a Director; provided, however, that if the
Optionee ceases to be a Director before the lapse of the six
month period described in Section 2(b) hereof, the
expiration of three months after the lapse of such six month
period;
(c) If the Optionee ceases to be a Director by reason
of the Optionee's death or Disability, the expiration of one
(1) year after such date of death or Disability (during
which such one (1) year period the Option may be exercised
(to the extent otherwise exercisable) by the Optionee (in
the case of Disability) or the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution); or
(d) If the Optionee dies after he ceases to be a
Director but within the period that his Option are still
exercisable pursuant to this Agreement, the expiration of
one (1) year after such date of death (during which such one
(1) year period the Option may be exercised (to the extent
otherwise exercisable) by the person to whom the Optionee's
rights hereunder shall have passed by will or by the laws of
descent and distribution).
4. The option hereby granted shall be exercised by an
Optionee by written notice (signed by the Optionee or the
Optionee's successors) delivered to the Corporation at its
offices at 2000 Two First Union Center, Charlotte, North Carolina
28202, from time to time, on any business day, specifying the
whole number of shares the Optionee then desires to purchase and
containing the representation that it is the Optionee's current
intention to acquire the shares being purchased for investment
and not for resale. Payment in full of the option price of such
shares must be made at the time the option is exercised and
payment may be made in cash for an amount in U.S. dollars equal
to the option price of such shares. Payment may also be made in
shares of Common Stock of the Corporation previously held by
Optionee or by combining cash and shares previously held.
Payment in shares may be made with shares received upon the
exercise or partial exercise of the Option hereby granted,
whether or not involving a series of exercises or partial
exercises and whether or not share certificates for such shares
surrendered have been delivered to Optionee. Shares of Common
Stock previously held by the Optionee, and surrendered in
accordance with rules and regulations adopted by the Committee
for the purpose of making full or partial payment of the Option
price, shall be valued for such purpose at the Fair Market Value
thereof on the date the Option is exercised. As soon as
practicable after said notice shall have been received, the
Corporation shall deliver to the Optionee a stock certificate
registered in the Optionee's name representing the Option shares.
5. The Options granted hereunder are Nonstatutory Options
and are not intended to qualify for tax treatment under Code
Section 422.
6. Whenever the word "Optionee" is used in any provision
of this Agreement under circumstances where the provision should
logically be construed to apply to the estate, personal
representative, or beneficiary to whom this Option may be
transferred by will or by the laws of descent and distribution,
it shall be deemed to include such person.
7. Optionee shall not be deemed for any purpose to be a
shareholder of the Corporation with respect to any shares as to
which this Option shall not have been exercised and payment made
as herein provided and a stock certificate for such shares
actually issued to Optionee. No adjustment will be made for
dividends or other rights for which the record date is prior to
the date of such issuance.
8. In addition to and notwithstanding anything to the
contrary contained in the Plan, in the event of (i) the adoption
of a plan of merger or consolidation of the Corporation with any
other corporation or association as a result of which the holders
of the voting capital stock of the Corporation as a group would
receive less than 50% of the voting capital stock of the
surviving or resulting corporation; (ii) the approval by the
Board of Directors of the Corporation of an agreement providing
for the sale or transfer (other than as security for obligations
of the Corporation) of substantially all the assets of the
Corporation, or (iii) in the absence of a prior expression of
approval of the Board of Directors, the acquisition of more than
20% of the Corporation's voting capital stock by any person
within the meaning of Section 13(d)(3) of the Act, other than a
person, or group including a person, who beneficially owned, as
of the Effective Date of the Plan, more than 7% of the
Corporation's securities; then, the Option granted hereunder
shall become immediately exercisable in full, subject to any
appropriate adjustments in the number of shares subject to the
Option and the option price, and shall remain exercisable for the
remaining term of such Option, regardless of whether such Option
has been outstanding for six months or of any provision contained
herein or in the Plan with limiting the exercisability of the
Option or any portion thereof for any length of time, but subject
to all of the terms hereof and of the Plan not inconsistent with
this paragraph.
The existence of this Option shall not affect in any way the
right or power of the Corporation or its subsidiaries to make
adjustments, reclassifications, reorganizations or other changes
in the Corporation's capital structure or its business, or to
issue any bonds, debentures, preferred or prior preference stocks
ahead of or convertible into, or otherwise affecting the Common
Stock or the rights thereof, or to merge or consolidate, or to
dissolve or liquidate, or to sell or transfer all or any part of
its assets or business, or any other corporation act or
proceeding, whether of a similar character or otherwise.
9. Anything in this Agreement to the contrary
notwithstanding, if, at any time specified herein for the issue
of shares to Optionee, any law, or any regulation or requirement
of the Securities and Exchange Commission or any other
governmental authority having jurisdiction in the premises, shall
require either the Corporation or Optionee to take any action in
connection with the shares then to be issued, the issue of such
shares shall be deferred until such action shall have been taken;
the Corporation shall be under no obligation to take such action;
and the Corporation shall have no liability whatsoever as a
result of the non-issuance of such shares, except to refund to
the Optionee any consideration tendered in respect of the
exercise price.
10. Any dispute or disagreement which shall arise under,
or as a result of, or pursuant to, this Agreement shall be
determined by the Committee (as that term is defined in the Plan)
in its absolute and uncontrolled discretion, and the
determinations or interpretations by the Committee shall be
final, binding and conclusive on all persons affected thereby.
The Plan and Agreement may be amended, modified, discontinued or
terminated as provided in Section 14 of the Plan.
11. Any notice which either party hereto may be required or
permitted to give to the other shall be in writing, and may be
delivered personally or by mail, postage prepaid, addressed as
follows: to the Secretary of the Corporation, at 2000 Two First
Union Center, Charlotte, North Carolina 28282, or at such other
address as the Corporation, by notice to Optionee, may designate
in writing from time to time; to Optionee, at Optionee's address
as shown herein, or at such other address as Optionee, by notice
to the Corporation, may designate in writing from time to time.
12. Shares of Common Stock issued pursuant to the exercise
of this Option will be issued only in the name of Optionee and
may not be transferred into the name of any agent of or nominee
for Optionee until such time as a disposition of such shares
would satisfy the holding period requirements of Section
422(a)(1) of the Internal Revenue Code of 1986, as amended.
13. This Agreement is subject in all respects to the terms
and conditions contained in the Plan, a copy of which is attached
hereto and incorporated herein by reference. All capitalized
terms used but not defined herein shall have the same meaning as
set forth in Section 1 of the Plan, unless the context clearly
indicates otherwise.
IN WITNESS WHEREOF, the Corporation has caused this
Agreement to be executed by its duly authorized officer, and
Optionee has hereunto set Optionee's hand and seal, all on the
day and year first above written.
RUDDICK CORPORATION
Attest By: /s/ R.N. Brigden
------------------------------
Title: Vice President - Finance
/s/ D.B. Willford
- -------------------------
Title: Secretary
(Corporate Seal)
OPTIONEE:
/s/ E. Craig Wall, Jr.
(SEAL)
--------------------------------
Address
--------------------------------
--------------------------------
EXHIBIT 11
RUDDICK CORPORATION
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
NINE MONTHS ENDED
-----------------------
June 30, July 2,
1996 1995
----------- -----------
NET INCOME PER SHARE COMPUTED
AS FOLLOWS:
PRIMARY:
1. Net Income $31,233,000 $29,875,000
=========== ===========
2. Weighted Average Common Shares
Outstanding 46,409,279 46,186,990
3. Incremental Shares Under
Stock Options Computed Under
the Treasury Stock Method Using
the Average Market Price of
Issuer's Stock During the Periods 199,720 353,522
4. Weighted Average Common Shares and
Common Equivalent Shares ----------- -----------
Outstanding 46,608,999 46,540,512
=========== ===========
5. Net Income Per Share
(Item 1 divided by Item 4) $ .67 $ .64
=========== ===========
FULLY DILUTED:
1. Net Income $31,233,000 $29,875,000
=========== ===========
2. Weighted Average Common Shares
Outstanding 46,409,279 46,186,990
3. Incremental Shares Under
Stock Options Computed Under
the Treasury Stock Method Using
the Higher of the Average or
Ending Market Price of Issuer's
Stock at the End of the Periods 227,236 388,748
4. Weighted Average Common Shares and
Common Equivalent Shares ----------- -----------
Outstanding 46,636,515 46,575,738
=========== ===========
5. Net Income Per Share
(Item 1 divided by Item 4) $ .67 $ .64
=========== ===========
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
RUDDICK CORPORATION
FINANCIAL DATA SCHEDULE FOR THE THREE
MONTHS ENDED 6/30/96
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> JUN-30-1996
<CASH> 10,485,000
<SECURITIES> 0
<RECEIVABLES> 67,644,000
<ALLOWANCES> 1,187,000
<INVENTORY> 193,818,000
<CURRENT-ASSETS> 292,745,000
<PP&E> 666,811,000
<DEPRECIATION> 268,226,000
<TOTAL-ASSETS> 769,489,000
<CURRENT-LIABILITIES> 202,952,000
<BONDS> 171,893,000
<COMMON> 55,456,000
0
0
<OTHER-SE> 282,897,000
<TOTAL-LIABILITY-AND-EQUITY> 769,489,000
<SALES> 532,551,000
<TOTAL-REVENUES> 532,551,000
<CGS> 381,873,000
<TOTAL-COSTS> 507,243,000
<OTHER-EXPENSES> 2,882,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 2,961,000
<INCOME-PRETAX> 19,465,000
<INCOME-TAX> 5,852,000
<INCOME-CONTINUING> 13,613,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 13,613,000
<EPS-PRIMARY> .29
<EPS-DILUTED> .29
</TABLE>
