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 DECEMBER 29, 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)
(704) 372-5404
----------------------------------------------------
Registrant's telephone number, including area code
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 FEBRUARY 7, 1997
- ---------------------- ----------------------
Common Stock 46,534,765 shares
RUDDICK CORPORATION
INDEX
PAGE NO.
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PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
CONSOLIDATED CONDENSED BALANCE SHEETS -
DECEMBER 29, 1996 AND SEPTEMBER 29, 1996 2
CONSOLIDATED CONDENSED STATEMENTS OF
INCOME - THREE MONTHS ENDED
DECEMBER 29, 1996 AND DECEMBER 31, 1995 3
CONSOLIDATED CONDENSED STATEMENTS OF
CASH FLOWS - THREE MONTHS ENDED
DECEMBER 29, 1996 AND DECEMBER 31, 1995 4
NOTES TO CONSOLIDATED CONDENSED FINANCIAL
STATEMENTS 5
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF
OPERATIONS 6-8
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K 9
SIGNATURES 9
<PAGE>
PART I. FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
RUDDICK CORPORATION
CONSOLIDATED CONDENSED BALANCE SHEETS
(in thousands)
DECEMBER 29, SEPTEMBER 29,
ASSETS 1996 1996
(UNAUDITED) (UNAUDITED)
------ ----------- ------------
CURRENT ASSETS:
Cash and Temporary Cash Investments $ 14,127 $ 21,033
Accounts Receivable, Net 68,931 70,809
Inventories 195,724 183,649
Other 26,528 22,569
Net Assets of Discontinued Operations 413
-------- --------
Total Current Assets 305,310 298,473
PROPERTY, NET 426,473 410,567
INVESTMENTS AND OTHER ASSETS 93,371 92,662
-------- --------
Total $825,154 $801,702
======== ========
LIABILITIES AND SHAREHOLDERS' EQUITY
- ------------------------------------
CURRENT LIABILITIES:
Notes Payable $ 7,007 $ 7,118
Current Portion of Long-Term Debt 7,536 5,247
Accounts Payable 139,372 138,032
Income Taxes Payable 6,341 1,945
Other Accrued Liabilities 59,464 80,997
-------- --------
Total Current Liabilities 219,720 233,339
LONG-TERM DEBT 185,539 159,188
DEFERRED LIABILITIES 64,105 62,319
SHAREHOLDERS' EQUITY:
Capital Stock - Common 56,103 55,599
Retained Earnings 301,512 293,654
Cumulative Translation Adjustments (1,825) (2,397)
-------- --------
Shareholders' Equity 355,790 346,856
-------- --------
Total $825,154 $801,702
======== ========
RUDDICK CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF INCOME
(in thousands, except share and per share data)
THREE MONTHS ENDED
-------------------------
DECEMBER 29, DECEMBER 31,
1996 1995
(UNAUDITED) (UNAUDITED)
------------ -----------
NET SALES
American & Efird $ 87,409 $ 67,114
Harris Teeter 486,704 462,555
--------- --------
Total 574,113 529,669
--------- --------
OPERATING PROFIT
American & Efird 10,087 4,952
Harris Teeter 12,954 12,071
--------- --------
Total 23,041 17,023
--------- --------
OTHER COSTS AND DEDUCTIONS
Interest expense, net 3,194 3,097
Other expense 2,434 2,378
--------- --------
Total 5,628 5,475
--------- --------
Income from continuing operations
before income taxes 17,413 11,548
Income taxes 5,834 3,505
--------- --------
Income from continuing operations 11,579 8,043
Income from operations of discontinued
operations before income taxes - 123
Less applicable income taxes - (47)
--------- --------
NET INCOME $ 11,579 $ 8,119
========= ========
AVERAGE NUMBER OF SHARES OF COMMON
STOCK AND COMMON STOCK EQUIVALENTS
OUTSTANDING:
Primary 46,723,969 46,578,843
Fully Diluted 46,763,853 46,578,843
NET INCOME PER SHARE -
PRIMARY AND FULLY DILUTED: $.25 $.17
DIVIDENDS DECLARED PER SHARE - Common $.08 $.06
RUDDICK CORPORATION
CONSOLIDATED CONDENSED STATEMENTS OF CASH FLOWS
(in thousands)
THREE MONTHS ENDED
--------------------------
DECEMBER 29, DECEMBER 31,
1996 1995
(UNAUDITED) (UNAUDITED)
----------- -----------
CASH FLOW FROM INCOME $ 27,448 $ 19,839
Decrease (Increase) in
Current Assets (12,469) (1,668)
Increase (Decrease) in
Current Liabilities (17,296) (30,797)
-------- --------
NET CASH USED IN OPERATING ACTIVITIES (2,317) (12,626)
-------- --------
CASH USED IN DISCONTINUED ACTIVITIES - (1,373)
INVESTING ACTIVITIES
Purchase of Assets (31,257) (26,593)
Cash Proceeds from Sale of Assets 42 623
Company Owned Life Insurance, Net 6,610 618
Other, Net (4,867) (2,616)
-------- --------
NET CASH USED IN INVESTING ACTIVITIES (29,472) (27,968)
-------- --------
FINANCING ACTIVITIES
Proceeds (Repayments) of
Long-Term Borrowings 29,400 37,900
Payment of Principal on
Long-Term Debt (1,272) (1,346)
Dividends (3,722) (2,783)
Other, Net 477 702
-------- --------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 24,883 34,473
-------- --------
INCREASE (DECREASE) IN
BALANCE SHEET CASH (6,906) (7,494)
BALANCE SHEET CASH AT
BEGINNING OF PERIOD 21,033 18,959
-------- --------
BALANCE SHEET CASH AT END OF PERIOD $ 14,127 $ 11,465
======== ========
SUPPLEMENTAL DISCLOSURES
OF CASH FLOW INFORMATION
Cash Paid During the Year for:
Interest $ 3,101 $ 1,546
Income Taxes $ 212 $ 213
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 THE BUSINESS FORMS SEGMENT
WERE SOLD UNDER A PLAN OF DISPOSITION ENTERED INTO DURING THE
FIRST FISCAL QUARTER ENDED DECEMBER 31, 1995. THE REVENUES OF
THE DISCONTINUED OPERATION WERE $14 MILLION FOR THE DECEMBER 31,
1995 QUARTER AND $17.3 MILLION FOR THE FISCAL YEAR TO THE DATE OF
THE SALE. OPERATING PROFIT FOR THAT PERIOD WAS $123 THOUSAND.
THE DISPOSITION WAS SUBSTANTIALLY COMPLETED DURING THE FISCAL
YEAR ENDED SEPTEMBER 29, 1996, AND HAD NO SIGNIFICANT IMPACT ON
CONSOLIDATED EARNINGS OR FINANCIAL CONDITION. THE BUSINESS FORMS
SEGMENT IS REPORTED AS DISCONTINUED OPERATIONS.
IN OCTOBER, 1995, THE FINANCIAL ACCOUNTING STANDARDS BOARD (FASB)
ISSUED STATEMENT NO. 123 WHICH WILL REQUIRE THAT THE COMPANY MAKE
CERTAIN ADDITIONAL DISCLOSURES RELATED TO THE GRANTS OF STOCK
OPTIONS TO ITS EMPLOYEES, SUCH DISCLOSURE REQUIREMENTS BEING
EFFECTIVE FOR THE FISCAL YEAR ENDING SEPTEMBER 28, 1997. AS
PERMITTED BY STATEMENT NO. 123, THE COMPANY INTENDS TO CONTINUE
TO APPLY FASB OPINION 25 IN ACCOUNTING FOR ITS STOCK-BASED
EMPLOYEE COMPENSATION ARRANGEMENTS AND TO ADOPT THE NEW
DISCLOSURE STANDARDS FOR PROFORMA NET INCOME AND EARNINGS PER
SHARE IN ITS ANNUAL FINANCIAL REPORTING. THE EFFECTS ON REPORTED
CONSOLIDATED EARNINGS OR THE FINANCIAL CONDITION OF THE COMPANY
ARE NOT EXPECTED TO BE MATERIAL.
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 ended December 29, 1996 and December 31, 1995:
(In Thousands) QUARTER ENDED
--------------------------
DECEMBER 29, DECEMBER 31,
1996 1995
------------ ------------
Net Sales
American & Efird $ 87,409 $ 67,114
Harris Teeter 486,704 462,555
----------- ----------
Total $ 574,113 $ 529,669
----------- ----------
Operating Profit
American & Efird $ 10,087 $ 4,952
Harris Teeter 12,954 12,071
----------- ----------
Total $ 23,041 $ 17,023
----------- ----------
Consolidated sales of $574 million in the first quarter of
fiscal 1997 increased 8% over the $530 million reported in the
comparable period last year. Total operating profit of $23
million increased 35% over the prior year quarter. Net income of
$11.6 million was 43% higher than the $8.1 million reported last
year.
On the fully diluted and primary basis, net income per share
was $.25, as compared to $.17 per share reported in the same
quarter last year.
American & Efird sales in the first quarter of fiscal 1997
of $87.4 million increased 30% over the comparable quarter last
year. The sales increase was driven by improved market
conditions for industrial sewing thread and sales to the acquired
Threads USA customer base. Threads USA sales, which were not
present in the prior year quarter, accounted for $15.3 million of
the sales increase. Operating profit of $10.1 million was more
than double that of the prior year quarter. The strong sales
volume generated improved operating schedules in manufacturing
plants which contributed significantly to the improvement in
operating profit. Management expects market conditions to remain
relatively good in the second fiscal quarter. Additionally, in
the first fiscal quarter, international sales and operating
profit improved over last year as increased demand for core
thread products and better market conditions contributed to the
improved international performance.
As the result of a joint venture agreement executed with the
Hengshui City Thread Mill, Hebei Province, China during the first
fiscal quarter, A&E owns the controlling interest in a spun
polyester spinning mill in that country effective January 2,
1997. This plant will service A&E's foreign subsidiaries.
Domestically, management remains focused on the integration plan
for Threads USA which includes the consolidation of product
brands. This consolidation begins in the second quarter and is
scheduled for completion by the end of this fiscal year. The
spinning mill modernization at the former Threads USA is near
completion.
Harris Teeter sales in the first quarter of fiscal 1997 of
$486.7 million increased 5% over the $462.6 million reported for
the comparable period last year. Net sales for stores in
operation during both periods increased 2.5%. Sales increases in
the quarter were driven by very strong demand in the holiday
periods of Thanksgiving and Christmas. Operating profit of $13
million was up 7.3% from the $12.1 million reported for the
comparable period last year. The operating profit improvement
was the result of increased sales and margin improvement while
operating expenses, as a percentage of sales, remained unchanged.
At December 29, 1996, 133 stores were in operation compared to
138 in operation December 31, 1995. Four new stores were opened
during the first fiscal quarter and five older stores were
closed.
Capital Resources and Liquidity
Ruddick has an overall financial goal of earning at least a
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 December 29, 1996, this percentage
was 35.2% compared to 32.2% at September 29, 1996.
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 December 29, 1996 was $88 million, and $78 million was
outstanding at quarter end compared to $49 million at September
29, 1996. The additional borrowings under Ruddick's revolving
credit facilities were used for capital expenditures. 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. In addition, the Company has available a
non-committed $50 million Private Shelf Facility with a major
life insurance company. No borrowings under this facility had
been undertaken as of December 29, 1996.
Working capital of $85.6 million at December 29, 1996
increased $20.5 million from September 29, 1996, primarily the
result of increases in inventories and reductions in cash
balances and accrued liabilities. The current ratio was 1.4 at
December 29, 1996 and 1.3 at September 29, 1996.
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.
In the first fiscal quarter, capital expenditures totaled
$30 million. A&E spent $11 million of the $46 million it expects
to spend in fiscal year 1997, and Harris Teeter spent $19 million
of an expected $101 million. These expenditures are for
modernization and expansion. Management expects that internally
generated funds, supplemented by available borrowing capacity,
will be adequate to finance such expenditures.
Other Matters
The foregoing discussion contains some forward-looking
statements about the Company's financial condition and results of
operations, which are subject to certain risks and uncertainties
that could cause actual results to differ materially from those
reflected in the forward-looking statements. Readers are
cautioned not to place undue reliance on these forward-looking
statements, which reflect management's judgment only as of the
date hereof. The Company undertakes no obligation to publicly
revise these forward-looking statements to reflect events and
circumstances that arise after the date hereof.
Factors that might cause actual results to differ materially
from these forward-looking statements include (1) unforeseeable
changes in the market conditions faced by the Company, (2)
management's ability to accurately predict the adequacy of the
Company's present liquidity to meet future requirements, and (3)
changes in the Company's capital expenditures, new store openings
and store closings.
PART II. OTHER INFORMATION
ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K
(A) EXHIBITS
EXHIBIT NO. DESCRIPTION OF EXHIBIT
----------- ----------------------
10.1 Ruddick Corporation Nonstatutory Stock
Option Agreement Between the Registrant
and Thomas M. Belk
10.2 Ruddick Corporation Nonstatutory Stock
Option Agreement Between the Registrant
and Edwin B. Borden, Jr.
10.3 Ruddick Corporation Nonstatutory Stock
Option Agreement Between the Registrant
and Beverly F. Dolan
10.4 Ruddick Corporation Nonstatutory Stock
Option Agreement Between the Registrant
and Roddey Dowd, Sr.
10.5 Ruddick Corporation Nonstatutory Stock
Option Agreement Between the Registrant
and James E.S. Hynes
10.6 Ruddick Corporation Nonstatutory Stock
Option Agreement Between the Registrant
and Hugh L. McColl, Jr.
10.7 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: February 11, 1997 /S/ R. N. BRIGDEN
----------------------------------
R. N. BRIGDEN
VICE PRESIDENT - FINANCE
(PRINCIPAL FINANCIAL OFFICER)
RUDDICK CORPORATION
GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTION
THIS GRANT AGREEMENT is made and entered into as of the 21st day of
November, 1996, by and between Ruddick Corporation, a North Carolina
corporation (the "Corporation") and
THOMAS M. BELK of CHARLOTTE, NORTH CAROLINA (the "Optionee").
* * * * * *
WHEREAS, Optionee was a Director of the Corporation or one of its
subsidiaries (a Director ) on November 21, 1996 but was not then employed by
the Corporation or one of its subsidiaries; and
WHEREAS, all Directors of the Corporation who were not employed by the
Corporation or one of its subsidiaries on November 21, 1996 were granted
Nonstatutory Stock Options on that date by a resolution of the Board of
Directors (the Board );
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein, the
Corporation grants to Optionee, during the seven (7) year period commencing on
the date first above written and ending on the date which is seven (7) years
thereafter (hereinafter called the "Option Period"), the right to purchase
from the Corporation (hereafter referred to as the Option ) at a price of
$13.1875 per share, up to but not exceeding in the aggregate One Thousand
(1,000) shares of the Corporation's common stock (the "Common Stock"), 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 this Grant Agreement.
2. The Option granted to the Optionee hereunder may not be exercised
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;
(c) If the Optionee ceases to be a Director by reason of the
Optionee's death or Disability (defined as an injury or illness
resulting in 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), 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 Option Period, 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 Compensation and Stock Option Committee of the Board (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 (as that term is defined in
the Ruddick Corporation 1995 Comprehensive Stock Option Plan) 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 Option granted hereunder is a nonstatutory option and is not
intended to qualify for tax treatment under Section 422 of the Internal
Revenue Code of 1986 (the Code ).
6. Whenever the word "Optionee" is used in any provision of this
Grant Agreement under circumstances where the provision should logically be
construed to apply to the estate, personal representative, or beneficiary to
whom the 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 the 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 herein, 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 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, 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
date of this Grant, more than 7% of the Corporation's securities; then, the
Option granted hereunder shall remain 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 remainder of the Option
Period, unless terminated earlier pursuant to Section 3(b), 3(c) or 3(d),
regardless of any provision contained herein limiting the exercisability of
the Option or any portion thereof for any length of time, but subject to all
of the terms hereof not inconsistent with this paragraph.
The existence of the 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 Grant 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. This Grant Agreement shall be administered by the Committee which
shall consist of not fewer than two members of the Board who shall be
appointed by the Board. Subject to the express provisions of this Grant,
including the restrictions applicable to the Board as set forth in Section 14
hereof, the Committee shall have complete authority, in its discretion, to
modify or amend the Option granted hereunder or this Grant Agreement or to
waive any restrictions or conditions applicable to the Option or the exercise
thereof or to cancel or annul this Grant Agreement; provided, however, that no
such amendment, modification, cancellation or annulment may, without the
consent of the Optionee, adversely affect the Optionee s rights under the
Option and this Grant Agreement; and provided further, that the Committee may
not reduce the exercise price of the Option below the original exercise price
of such Option. The Committee shall also have complete authority to interpret
this Grant Agreement, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of this Grant Agreement,
and to make all other determinations necessary or advisable for the
administration of this Grant Agreement. 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 Optionee and their
respective successors in interest.
11. Nothing contained in this Grant Agreement shall interfere in any way
with the right of the Corporation or its shareholders, as applicable, to
release or retain the Optionee in his or her status as director or to make
additional grants to the Optionee at any time thereafter.
12. The Option granted hereunder the shall not be transferable by the
Optionee 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 Optionee's lifetime, the Option shall be
exercisable only by the Optionee.
13. 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 the Optionee, may
designate in writing from time to time; to the Optionee, at the Optionee's
address as shown herein, or at such other address as the Optionee, by notice
to the Corporation, may designate in writing from time to time.
14. This Grant Agreement may be amended, modified, discontinued or
terminated at any time by the Board as deemed in the best interests of the
Corporation; provided, however, no such amendment or modification shall (i)
materially increase the benefits accruing to the Optionee, (ii) increase the
number of shares which may be issued pursuant to the Option, or (iii) without
the consent of the Optionee, reduce the amount of any benefit or adversely
change the terms and conditions of the Option. Furthermore, to the extent
necessary and desirable to comply with any applicable law or regulation,
including the requirements of any stock exchange on which the Common Stock is
listed or quoted, shareholder approval of any amendment of this Grant
Agreement shall be obtained in such a manner and to such a degree as is
required by the applicable law or regulation.
15. This Grant Agreement represents the entire and complete agreement
between the Corporation and the Optionee.
[Signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Grant 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. BRIGDON
Title: Vice President - Finance
/S/ D. B. WILLIFORD
Title: Secretary
(Corporate Seal)
OPTIONEE:
_____________________________(SEAL)
Address
2801 W. Tyvola Road
Charlotte, NC 28217
RUDDICK CORPORATION
GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTION
THIS GRANT AGREEMENT is made and entered into as of the 21st day of
November, 1996, by and between Ruddick Corporation, a North Carolina
corporation (the "Corporation") and
Edwin B. Borden, Jr. of GOLDSBORO, NORTH CAROLINA (the "Optionee").
* * * * * *
WHEREAS, Optionee was a Director of the Corporation or one of its
subsidiaries (a Director ) on November 21, 1996 but was not then employed by
the Corporation or one of its subsidiaries; and
WHEREAS, all Directors of the Corporation who were not employed by the
Corporation or one of its subsidiaries on November 21, 1996 were granted
Nonstatutory Stock Options on that date by a resolution of the Board of
Directors (the Board );
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein, the
Corporation grants to Optionee, during the seven (7) year period commencing on
the date first above written and ending on the date which is seven (7) years
thereafter (hereinafter called the "Option Period"), the right to purchase
from the Corporation (hereafter referred to as the Option ) at a price of
$13.1875 per share, up to but not exceeding in the aggregate One Thousand
(1,000) shares of the Corporation's common stock (the "Common Stock"), 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 this Grant Agreement.
2. The Option granted to the Optionee hereunder may not be exercised
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;
(c) If the Optionee ceases to be a Director by reason of the
Optionee's death or Disability (defined as an injury or illness
resulting in 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), 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 Option Period, 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 Compensation and Stock Option Committee of the Board (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 (as that term is defined in
the Ruddick Corporation 1995 Comprehensive Stock Option Plan) 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 Option granted hereunder is a nonstatutory option and is not
intended to qualify for tax treatment under Section 422 of the Internal
Revenue Code of 1986 (the Code ).
6. Whenever the word "Optionee" is used in any provision of this
Grant Agreement under circumstances where the provision should logically be
construed to apply to the estate, personal representative, or beneficiary to
whom the 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 the 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 herein, 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 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, 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
date of this Grant, more than 7% of the Corporation's securities; then, the
Option granted hereunder shall remain 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 remainder of the Option
Period, unless terminated earlier pursuant to Section 3(b), 3(c) or 3(d),
regardless of any provision contained herein limiting the exercisability of
the Option or any portion thereof for any length of time, but subject to all
of the terms hereof not inconsistent with this paragraph.
The existence of the 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 Grant 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. This Grant Agreement shall be administered by the Committee which
shall consist of not fewer than two members of the Board who shall be
appointed by the Board. Subject to the express provisions of this Grant,
including the restrictions applicable to the Board as set forth in Section 14
hereof, the Committee shall have complete authority, in its discretion, to
modify or amend the Option granted hereunder or this Grant Agreement or to
waive any restrictions or conditions applicable to the Option or the exercise
thereof or to cancel or annul this Grant Agreement; provided, however, that no
such amendment, modification, cancellation or annulment may, without the
consent of the Optionee, adversely affect the Optionee s rights under the
Option and this Grant Agreement; and provided further, that the Committee may
not reduce the exercise price of the Option below the original exercise price
of such Option. The Committee shall also have complete authority to interpret
this Grant Agreement, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of this Grant Agreement,
and to make all other determinations necessary or advisable for the
administration of this Grant Agreement. 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 Optionee and their
respective successors in interest.
11. Nothing contained in this Grant Agreement shall interfere in any way
with the right of the Corporation or its shareholders, as applicable, to
release or retain the Optionee in his or her status as director or to make
additional grants to the Optionee at any time thereafter.
12. The Option granted hereunder the shall not be transferable by the
Optionee 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 Optionee's lifetime, the Option shall be
exercisable only by the Optionee.
13. 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 the Optionee, may
designate in writing from time to time; to the Optionee, at the Optionee's
address as shown herein, or at such other address as the Optionee, by notice
to the Corporation, may designate in writing from time to time.
14. This Grant Agreement may be amended, modified, discontinued or
terminated at any time by the Board as deemed in the best interests of the
Corporation; provided, however, no such amendment or modification shall (i)
materially increase the benefits accruing to the Optionee, (ii) increase the
number of shares which may be issued pursuant to the Option, or (iii) without
the consent of the Optionee, reduce the amount of any benefit or adversely
change the terms and conditions of the Option. Furthermore, to the extent
necessary and desirable to comply with any applicable law or regulation,
including the requirements of any stock exchange on which the Common Stock is
listed or quoted, shareholder approval of any amendment of this Grant
Agreement shall be obtained in such a manner and to such a degree as is
required by the applicable law or regulation.
15. This Grant Agreement represents the entire and complete agreement
between the Corporation and the Optionee.
[Signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Grant 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. BRIGDON
Title: Vice President - Finance
/S/ D. B. WILLIFORD
Title: Secretary
(Corporate Seal)
OPTIONEE:
/S/ EDWIN B. BORDEN, JR. (SEAL)
Address
801 N. William Street
Goldsboro, NC 27530
RUDDICK CORPORATION
GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTION
THIS GRANT AGREEMENT is made and entered into as of the 21st day of
November, 1996, by and between Ruddick Corporation, a North Carolina
corporation (the "Corporation") and
Beverly F. Dolan of CHARLOTTE, NORTH CAROLINA (the "Optionee").
* * * * * *
WHEREAS, Optionee was a Director of the Corporation or one of its
subsidiaries (a Director ) on November 21, 1996 but was not then employed by
the Corporation or one of its subsidiaries; and
WHEREAS, all Directors of the Corporation who were not employed by the
Corporation or one of its subsidiaries on November 21, 1996 were granted
Nonstatutory Stock Options on that date by a resolution of the Board of
Directors (the Board );
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein, the
Corporation grants to Optionee, during the seven (7) year period commencing on
the date first above written and ending on the date which is seven (7) years
thereafter (hereinafter called the "Option Period"), the right to purchase
from the Corporation (hereafter referred to as the Option ) at a price of
$13.1875 per share, up to but not exceeding in the aggregate One Thousand
(1,000) shares of the Corporation's common stock (the "Common Stock"), 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 this Grant Agreement.
2. The Option granted to the Optionee hereunder may not be exercised
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;
(c) If the Optionee ceases to be a Director by reason of the
Optionee's death or Disability (defined as an injury or illness
resulting in 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), 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 Option Period, 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 Compensation and Stock Option Committee of the Board (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 (as that term is defined in
the Ruddick Corporation 1995 Comprehensive Stock Option Plan) 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 Option granted hereunder is a nonstatutory option and is not
intended to qualify for tax treatment under Section 422 of the Internal
Revenue Code of 1986 (the Code ).
6. Whenever the word "Optionee" is used in any provision of this
Grant Agreement under circumstances where the provision should logically be
construed to apply to the estate, personal representative, or beneficiary to
whom the 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 the 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 herein, 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 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, 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
date of this Grant, more than 7% of the Corporation's securities; then, the
Option granted hereunder shall remain 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 remainder of the Option
Period, unless terminated earlier pursuant to Section 3(b), 3(c) or 3(d),
regardless of any provision contained herein limiting the exercisability of
the Option or any portion thereof for any length of time, but subject to all
of the terms hereof not inconsistent with this paragraph.
The existence of the 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 Grant 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. This Grant Agreement shall be administered by the Committee which
shall consist of not fewer than two members of the Board who shall be
appointed by the Board. Subject to the express provisions of this Grant,
including the restrictions applicable to the Board as set forth in Section 14
hereof, the Committee shall have complete authority, in its discretion, to
modify or amend the Option granted hereunder or this Grant Agreement or to
waive any restrictions or conditions applicable to the Option or the exercise
thereof or to cancel or annul this Grant Agreement; provided, however, that no
such amendment, modification, cancellation or annulment may, without the
consent of the Optionee, adversely affect the Optionee s rights under the
Option and this Grant Agreement; and provided further, that the Committee may
not reduce the exercise price of the Option below the original exercise price
of such Option. The Committee shall also have complete authority to interpret
this Grant Agreement, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of this Grant Agreement,
and to make all other determinations necessary or advisable for the
administration of this Grant Agreement. 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 Optionee and their
respective successors in interest.
11. Nothing contained in this Grant Agreement shall interfere in any way
with the right of the Corporation or its shareholders, as applicable, to
release or retain the Optionee in his or her status as director or to make
additional grants to the Optionee at any time thereafter.
12. The Option granted hereunder the shall not be transferable by the
Optionee 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 Optionee's lifetime, the Option shall be
exercisable only by the Optionee.
13. 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 the Optionee, may
designate in writing from time to time; to the Optionee, at the Optionee's
address as shown herein, or at such other address as the Optionee, by notice
to the Corporation, may designate in writing from time to time.
14. This Grant Agreement may be amended, modified, discontinued or
terminated at any time by the Board as deemed in the best interests of the
Corporation; provided, however, no such amendment or modification shall (i)
materially increase the benefits accruing to the Optionee, (ii) increase the
number of shares which may be issued pursuant to the Option, or (iii) without
the consent of the Optionee, reduce the amount of any benefit or adversely
change the terms and conditions of the Option. Furthermore, to the extent
necessary and desirable to comply with any applicable law or regulation,
including the requirements of any stock exchange on which the Common Stock is
listed or quoted, shareholder approval of any amendment of this Grant
Agreement shall be obtained in such a manner and to such a degree as is
required by the applicable law or regulation.
15. This Grant Agreement represents the entire and complete agreement
between the Corporation and the Optionee.
[Signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Grant 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. BRIGDON
Title: Vice President - Finance
/S/ D. B. WILLIFORD
Title: Secretary
(Corporate Seal)
OPTIONEE:
/S/ B. F. DOLAN (SEAL)
Address
1990 Two First Union Ctr.
Charlotte, NC 28282
RUDDICK CORPORATION
GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTION
THIS GRANT AGREEMENT is made and entered into as of the 21st day of
November, 1996, by and between Ruddick Corporation, a North Carolina
corporation (the "Corporation") and
Roddey Dowd, Sr. of CHARLOTTE, NORTH CAROLINA (the "Optionee").
* * * * * *
WHEREAS, Optionee was a Director of the Corporation or one of its
subsidiaries (a Director ) on November 21, 1996 but was not then employed by
the Corporation or one of its subsidiaries; and
WHEREAS, all Directors of the Corporation who were not employed by the
Corporation or one of its subsidiaries on November 21, 1996 were granted
Nonstatutory Stock Options on that date by a resolution of the Board of
Directors (the Board );
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein, the
Corporation grants to Optionee, during the seven (7) year period commencing on
the date first above written and ending on the date which is seven (7) years
thereafter (hereinafter called the "Option Period"), the right to purchase
from the Corporation (hereafter referred to as the Option ) at a price of
$13.1875 per share, up to but not exceeding in the aggregate One Thousand
(1,000) shares of the Corporation's common stock (the "Common Stock"), 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 this Grant Agreement.
2. The Option granted to the Optionee hereunder may not be exercised
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;
(c) If the Optionee ceases to be a Director by reason of the
Optionee's death or Disability (defined as an injury or illness
resulting in 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), 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 Option Period, 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 Compensation and Stock Option Committee of the Board (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 (as that term is defined in
the Ruddick Corporation 1995 Comprehensive Stock Option Plan) 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 Option granted hereunder is a nonstatutory option and is not
intended to qualify for tax treatment under Section 422 of the Internal
Revenue Code of 1986 (the Code ).
6. Whenever the word "Optionee" is used in any provision of this
Grant Agreement under circumstances where the provision should logically be
construed to apply to the estate, personal representative, or beneficiary to
whom the 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 the 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 herein, 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 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, 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
date of this Grant, more than 7% of the Corporation's securities; then, the
Option granted hereunder shall remain 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 remainder of the Option
Period, unless terminated earlier pursuant to Section 3(b), 3(c) or 3(d),
regardless of any provision contained herein limiting the exercisability of
the Option or any portion thereof for any length of time, but subject to all
of the terms hereof not inconsistent with this paragraph.
The existence of the 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 Grant 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. This Grant Agreement shall be administered by the Committee which
shall consist of not fewer than two members of the Board who shall be
appointed by the Board. Subject to the express provisions of this Grant,
including the restrictions applicable to the Board as set forth in Section 14
hereof, the Committee shall have complete authority, in its discretion, to
modify or amend the Option granted hereunder or this Grant Agreement or to
waive any restrictions or conditions applicable to the Option or the exercise
thereof or to cancel or annul this Grant Agreement; provided, however, that no
such amendment, modification, cancellation or annulment may, without the
consent of the Optionee, adversely affect the Optionee s rights under the
Option and this Grant Agreement; and provided further, that the Committee may
not reduce the exercise price of the Option below the original exercise price
of such Option. The Committee shall also have complete authority to interpret
this Grant Agreement, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of this Grant Agreement,
and to make all other determinations necessary or advisable for the
administration of this Grant Agreement. 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 Optionee and their
respective successors in interest.
11. Nothing contained in this Grant Agreement shall interfere in any way
with the right of the Corporation or its shareholders, as applicable, to
release or retain the Optionee in his or her status as director or to make
additional grants to the Optionee at any time thereafter.
12. The Option granted hereunder the shall not be transferable by the
Optionee 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 Optionee's lifetime, the Option shall be
exercisable only by the Optionee.
13. 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 the Optionee, may
designate in writing from time to time; to the Optionee, at the Optionee's
address as shown herein, or at such other address as the Optionee, by notice
to the Corporation, may designate in writing from time to time.
14. This Grant Agreement may be amended, modified, discontinued or
terminated at any time by the Board as deemed in the best interests of the
Corporation; provided, however, no such amendment or modification shall (i)
materially increase the benefits accruing to the Optionee, (ii) increase the
number of shares which may be issued pursuant to the Option, or (iii) without
the consent of the Optionee, reduce the amount of any benefit or adversely
change the terms and conditions of the Option. Furthermore, to the extent
necessary and desirable to comply with any applicable law or regulation,
including the requirements of any stock exchange on which the Common Stock is
listed or quoted, shareholder approval of any amendment of this Grant
Agreement shall be obtained in such a manner and to such a degree as is
required by the applicable law or regulation.
15. This Grant Agreement represents the entire and complete agreement
between the Corporation and the Optionee.
[Signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Grant 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. D. BRIGDON
Title: Vice President - Finance
/S/ D. B. WILLIFORD
Title: Secretary
(Corporate Seal)
OPTIONEE:
/S/ RODDEY DOWD, SR. (SEAL)
Address
P. O. Box 35430
Charlotte, NC 28235
RUDDICK CORPORATION
GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTION
THIS GRANT AGREEMENT is made and entered into as of the 21st day of
November, 1996, by and between Ruddick Corporation, a North Carolina
corporation (the "Corporation") and
JAMES E. S. HYNES of CHARLOTTE, NORTH CAROLINA (the "Optionee").
* * * * * *
WHEREAS, Optionee was a Director of the Corporation or one of its
subsidiaries (a Director ) on November 21, 1996 but was not then employed by
the Corporation or one of its subsidiaries; and
WHEREAS, all Directors of the Corporation who were not employed by the
Corporation or one of its subsidiaries on November 21, 1996 were granted
Nonstatutory Stock Options on that date by a resolution of the Board of
Directors (the Board );
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein, the
Corporation grants to Optionee, during the seven (7) year period commencing on
the date first above written and ending on the date which is seven (7) years
thereafter (hereinafter called the "Option Period"), the right to purchase
from the Corporation (hereafter referred to as the Option ) at a price of
$13.1875 per share, up to but not exceeding in the aggregate One Thousand
(1,000) shares of the Corporation's common stock (the "Common Stock"), 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 this Grant Agreement.
2. The Option granted to the Optionee hereunder may not be exercised
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;
(c) If the Optionee ceases to be a Director by reason of the
Optionee's death or Disability (defined as an injury or illness
resulting in 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), 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 Option Period, 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 Compensation and Stock Option Committee of the Board (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 (as that term is defined in
the Ruddick Corporation 1995 Comprehensive Stock Option Plan) 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 Option granted hereunder is a nonstatutory option and is not
intended to qualify for tax treatment under Section 422 of the Internal
Revenue Code of 1986 (the Code ).
6. Whenever the word "Optionee" is used in any provision of this
Grant Agreement under circumstances where the provision should logically be
construed to apply to the estate, personal representative, or beneficiary to
whom the 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 the 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 herein, 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 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, 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
date of this Grant, more than 7% of the Corporation's securities; then, the
Option granted hereunder shall remain 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 remainder of the Option
Period, unless terminated earlier pursuant to Section 3(b), 3(c) or 3(d),
regardless of any provision contained herein limiting the exercisability of
the Option or any portion thereof for any length of time, but subject to all
of the terms hereof not inconsistent with this paragraph.
The existence of the 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 Grant 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. This Grant Agreement shall be administered by the Committee which
shall consist of not fewer than two members of the Board who shall be
appointed by the Board. Subject to the express provisions of this Grant,
including the restrictions applicable to the Board as set forth in Section 14
hereof, the Committee shall have complete authority, in its discretion, to
modify or amend the Option granted hereunder or this Grant Agreement or to
waive any restrictions or conditions applicable to the Option or the exercise
thereof or to cancel or annul this Grant Agreement; provided, however, that no
such amendment, modification, cancellation or annulment may, without the
consent of the Optionee, adversely affect the Optionee s rights under the
Option and this Grant Agreement; and provided further, that the Committee may
not reduce the exercise price of the Option below the original exercise price
of such Option. The Committee shall also have complete authority to interpret
this Grant Agreement, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of this Grant Agreement,
and to make all other determinations necessary or advisable for the
administration of this Grant Agreement. 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 Optionee and their
respective successors in interest.
11. Nothing contained in this Grant Agreement shall interfere in any way
with the right of the Corporation or its shareholders, as applicable, to
release or retain the Optionee in his or her status as director or to make
additional grants to the Optionee at any time thereafter.
12. The Option granted hereunder the shall not be transferable by the
Optionee 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 Optionee's lifetime, the Option shall be
exercisable only by the Optionee.
13. 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 the Optionee, may
designate in writing from time to time; to the Optionee, at the Optionee's
address as shown herein, or at such other address as the Optionee, by notice
to the Corporation, may designate in writing from time to time.
14. This Grant Agreement may be amended, modified, discontinued or
terminated at any time by the Board as deemed in the best interests of the
Corporation; provided, however, no such amendment or modification shall (i)
materially increase the benefits accruing to the Optionee, (ii) increase the
number of shares which may be issued pursuant to the Option, or (iii) without
the consent of the Optionee, reduce the amount of any benefit or adversely
change the terms and conditions of the Option. Furthermore, to the extent
necessary and desirable to comply with any applicable law or regulation,
including the requirements of any stock exchange on which the Common Stock is
listed or quoted, shareholder approval of any amendment of this Grant
Agreement shall be obtained in such a manner and to such a degree as is
required by the applicable law or regulation.
15. This Grant Agreement represents the entire and complete agreement
between the Corporation and the Optionee.
[Signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Grant 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. BRIGDON
Title: Vice President - Finance
/S/ D. B. WILLIFORD
Title: Secretary
(Corporate Seal)
OPTIONEE:
/S/ JAMES E. S. HYNES (SEAL)
Address
P. O. Box 220948
Charlotte, NC 28222
RUDDICK CORPORATION
GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTION
THIS GRANT AGREEMENT is made and entered into as of the 21st day of
November, 1996, by and between Ruddick Corporation, a North Carolina
corporation (the "Corporation") and
Hugh L. McColl, Jr. of CHARLOTTE, NORTH CAROLINA (the "Optionee").
* * * * * *
WHEREAS, Optionee was a Director of the Corporation or one of its
subsidiaries (a Director ) on November 21, 1996 but was not then employed by
the Corporation or one of its subsidiaries; and
WHEREAS, all Directors of the Corporation who were not employed by the
Corporation or one of its subsidiaries on November 21, 1996 were granted
Nonstatutory Stock Options on that date by a resolution of the Board of
Directors (the Board );
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein, the
Corporation grants to Optionee, during the seven (7) year period commencing on
the date first above written and ending on the date which is seven (7) years
thereafter (hereinafter called the "Option Period"), the right to purchase
from the Corporation (hereafter referred to as the Option ) at a price of
$13.1875 per share, up to but not exceeding in the aggregate One Thousand
(1,000) shares of the Corporation's common stock (the "Common Stock"), 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 this Grant Agreement.
2. The Option granted to the Optionee hereunder may not be exercised
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;
(c) If the Optionee ceases to be a Director by reason of the
Optionee's death or Disability (defined as an injury or illness
resulting in 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), 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 Option Period, 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 Compensation and Stock Option Committee of the Board (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 (as that term is defined in
the Ruddick Corporation 1995 Comprehensive Stock Option Plan) 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 Option granted hereunder is a nonstatutory option and is not
intended to qualify for tax treatment under Section 422 of the Internal
Revenue Code of 1986 (the Code ).
6. Whenever the word "Optionee" is used in any provision of this
Grant Agreement under circumstances where the provision should logically be
construed to apply to the estate, personal representative, or beneficiary to
whom the 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 the 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 herein, 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 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, 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
date of this Grant, more than 7% of the Corporation's securities; then, the
Option granted hereunder shall remain 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 remainder of the Option
Period, unless terminated earlier pursuant to Section 3(b), 3(c) or 3(d),
regardless of any provision contained herein limiting the exercisability of
the Option or any portion thereof for any length of time, but subject to all
of the terms hereof not inconsistent with this paragraph.
The existence of the 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 Grant 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. This Grant Agreement shall be administered by the Committee which
shall consist of not fewer than two members of the Board who shall be
appointed by the Board. Subject to the express provisions of this Grant,
including the restrictions applicable to the Board as set forth in Section 14
hereof, the Committee shall have complete authority, in its discretion, to
modify or amend the Option granted hereunder or this Grant Agreement or to
waive any restrictions or conditions applicable to the Option or the exercise
thereof or to cancel or annul this Grant Agreement; provided, however, that no
such amendment, modification, cancellation or annulment may, without the
consent of the Optionee, adversely affect the Optionee s rights under the
Option and this Grant Agreement; and provided further, that the Committee may
not reduce the exercise price of the Option below the original exercise price
of such Option. The Committee shall also have complete authority to interpret
this Grant Agreement, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of this Grant Agreement,
and to make all other determinations necessary or advisable for the
administration of this Grant Agreement. 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 Optionee and their
respective successors in interest.
11. Nothing contained in this Grant Agreement shall interfere in any way
with the right of the Corporation or its shareholders, as applicable, to
release or retain the Optionee in his or her status as director or to make
additional grants to the Optionee at any time thereafter.
12. The Option granted hereunder the shall not be transferable by the
Optionee 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 Optionee's lifetime, the Option shall be
exercisable only by the Optionee.
13. 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 the Optionee, may
designate in writing from time to time; to the Optionee, at the Optionee's
address as shown herein, or at such other address as the Optionee, by notice
to the Corporation, may designate in writing from time to time.
14. This Grant Agreement may be amended, modified, discontinued or
terminated at any time by the Board as deemed in the best interests of the
Corporation; provided, however, no such amendment or modification shall (i)
materially increase the benefits accruing to the Optionee, (ii) increase the
number of shares which may be issued pursuant to the Option, or (iii) without
the consent of the Optionee, reduce the amount of any benefit or adversely
change the terms and conditions of the Option. Furthermore, to the extent
necessary and desirable to comply with any applicable law or regulation,
including the requirements of any stock exchange on which the Common Stock is
listed or quoted, shareholder approval of any amendment of this Grant
Agreement shall be obtained in such a manner and to such a degree as is
required by the applicable law or regulation.
15. This Grant Agreement represents the entire and complete agreement
between the Corporation and the Optionee.
[Signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Grant 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. BRIGDON
Title: Vice President - Finance
/S/ D. B. WILLIFORD
Title: Secretary
(Corporate Seal)
OPTIONEE:
/S/ HUGH L. MCCOLL, JR. (SEAL)
Address
NationsBank Corporation
Charlotte, NC 28255
RUDDICK CORPORATION
GRANT AGREEMENT FOR NONSTATUTORY STOCK OPTION
THIS GRANT AGREEMENT is made and entered into as of the 21st day of
November, 1996, by and between Ruddick Corporation, a North Carolina
corporation (the "Corporation") and
E. CRAIG WALL, JR. of CONWAY, SOUTH CAROLINA (the "Optionee").
* * * * * *
WHEREAS, Optionee was a Director of the Corporation or one of its
subsidiaries (a Director ) on November 21, 1996 but was not then employed by
the Corporation or one of its subsidiaries; and
WHEREAS, all Directors of the Corporation who were not employed by the
Corporation or one of its subsidiaries on November 21, 1996 were granted
Nonstatutory Stock Options on that date by a resolution of the Board of
Directors (the Board );
NOW, THEREFORE, the Corporation and Optionee agree as follows:
1. Subject to the terms and conditions set forth herein, the
Corporation grants to Optionee, during the seven (7) year period commencing on
the date first above written and ending on the date which is seven (7) years
thereafter (hereinafter called the "Option Period"), the right to purchase
from the Corporation (hereafter referred to as the Option ) at a price of
$13.1875 per share, up to but not exceeding in the aggregate One Thousand
(1,000) shares of the Corporation's common stock (the "Common Stock"), 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 this Grant Agreement.
2. The Option granted to the Optionee hereunder may not be exercised
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;
(c) If the Optionee ceases to be a Director by reason of the
Optionee's death or Disability (defined as an injury or illness
resulting in 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), 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 Option Period, 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 Compensation and Stock Option Committee of the Board (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 (as that term is defined in
the Ruddick Corporation 1995 Comprehensive Stock Option Plan) 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 Option granted hereunder is a nonstatutory option and is not
intended to qualify for tax treatment under Section 422 of the Internal
Revenue Code of 1986 (the Code ).
6. Whenever the word "Optionee" is used in any provision of this
Grant Agreement under circumstances where the provision should logically be
construed to apply to the estate, personal representative, or beneficiary to
whom the 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 the 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 herein, 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 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, 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
date of this Grant, more than 7% of the Corporation's securities; then, the
Option granted hereunder shall remain 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 remainder of the Option
Period, unless terminated earlier pursuant to Section 3(b), 3(c) or 3(d),
regardless of any provision contained herein limiting the exercisability of
the Option or any portion thereof for any length of time, but subject to all
of the terms hereof not inconsistent with this paragraph.
The existence of the 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 Grant 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. This Grant Agreement shall be administered by the Committee which
shall consist of not fewer than two members of the Board who shall be
appointed by the Board. Subject to the express provisions of this Grant,
including the restrictions applicable to the Board as set forth in Section 14
hereof, the Committee shall have complete authority, in its discretion, to
modify or amend the Option granted hereunder or this Grant Agreement or to
waive any restrictions or conditions applicable to the Option or the exercise
thereof or to cancel or annul this Grant Agreement; provided, however, that no
such amendment, modification, cancellation or annulment may, without the
consent of the Optionee, adversely affect the Optionee s rights under the
Option and this Grant Agreement; and provided further, that the Committee may
not reduce the exercise price of the Option below the original exercise price
of such Option. The Committee shall also have complete authority to interpret
this Grant Agreement, to prescribe, amend and rescind rules and regulations
relating to it, to determine the terms and provisions of this Grant Agreement,
and to make all other determinations necessary or advisable for the
administration of this Grant Agreement. 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 Optionee and their
respective successors in interest.
11. Nothing contained in this Grant Agreement shall interfere in any way
with the right of the Corporation or its shareholders, as applicable, to
release or retain the Optionee in his or her status as director or to make
additional grants to the Optionee at any time thereafter.
12. The Option granted hereunder the shall not be transferable by the
Optionee 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 Optionee's lifetime, the Option shall be
exercisable only by the Optionee.
13. 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 the Optionee, may
designate in writing from time to time; to the Optionee, at the Optionee's
address as shown herein, or at such other address as the Optionee, by notice
to the Corporation, may designate in writing from time to time.
14. This Grant Agreement may be amended, modified, discontinued or
terminated at any time by the Board as deemed in the best interests of the
Corporation; provided, however, no such amendment or modification shall (i)
materially increase the benefits accruing to the Optionee, (ii) increase the
number of shares which may be issued pursuant to the Option, or (iii) without
the consent of the Optionee, reduce the amount of any benefit or adversely
change the terms and conditions of the Option. Furthermore, to the extent
necessary and desirable to comply with any applicable law or regulation,
including the requirements of any stock exchange on which the Common Stock is
listed or quoted, shareholder approval of any amendment of this Grant
Agreement shall be obtained in such a manner and to such a degree as is
required by the applicable law or regulation.
15. This Grant Agreement represents the entire and complete agreement
between the Corporation and the Optionee.
[Signatures on following page]
<PAGE>
IN WITNESS WHEREOF, the Corporation has caused this Grant 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. BRIGDON
Title: Vice President - Finance
/S/ D. B. WILLIFORD
Title: Secretary
(Corporate Seal)
OPTIONEE:
/S/ E. CRAIG WALL, JR. (SEAL)
Address
P. O. Box 260001
Conway, SC 29526
RUDDICK CORPORATION EXHIBIT 11
STATEMENT REGARDING COMPUTATION OF PER SHARE EARNINGS
Three Months Ended
December 29, December 31,
1996 1995
Net Income Per share computed
as follows:
Primary:
1. Net Income $ 11,579,000 $ 8,119,000
2. Weighted Average Common
Shares Outstanding 46,507,152 46,386,590
3. Incremental Shares Under
Stock Options Computed
Under the Treasury Stock
Method Using the Average
Market Price of Issuer's
Stock During the Periods 216,817 192,253
4. Weighted Average Common
Shares and Common
Equivalent Shares
Outstanding 46,723,969 46,578,843
5. Net Income per Share
(Item 1 divided by Item 4) $ .25 $ .17
Fully Diluted:
1. Net Income $ 11,579,000 $ 8,119,000
2. Weighted Average Common
Shares Outstanding 46,507,152 46,386,590
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 256,701 192,253
4. Weighted Average Common
Shares and Common Equivalent
Shares Outstanding 46,763,853 46,578,843
5. Net Income Per Share
(Item 1 divided by Item 4) $ .25 $ .17
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
RUDDICK CORPORATION
Financial Data Schedule for the Three Months Ended 12/29/96
</LEGEND>
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> SEP-30-1996
<PERIOD-END> DEC-29-1996
<CASH> 14,127,000
<SECURITIES> 0
<RECEIVABLES> 70,468,000
<ALLOWANCES> 1,537,000
<INVENTORY> 195,724,000
<CURRENT-ASSETS> 305,310,000
<PP&E> 712,602,000
<DEPRECIATION> 286,571,000
<TOTAL-ASSETS> 825,154,000
<CURRENT-LIABILITIES> 219,720,000
<BONDS> 185,539,000
<COMMON> 56,103,000
0
0
<OTHER-SE> 299,687,000
<TOTAL-LIABILITY-AND-EQUITY> 825,154,000
<SALES> 574,113,000
<TOTAL-REVENUES> 574,113,000
<CGS> 418,122,000
<TOTAL-COSTS> 551,072,000
<OTHER-EXPENSES> 2,434,000
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 3,194,000
<INCOME-PRETAX> 17,413,000
<INCOME-TAX> 5,834,000
<INCOME-CONTINUING> 11,579,000
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 11,579,000
<EPS-PRIMARY> .25
<EPS-DILUTED> .25
</TABLE>
