FORM 10-Q
U.S. 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 sixteen weeks ended January 16, 1999
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 1-12340
GREEN MOUNTAIN COFFEE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 03-0339228
------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
33 Coffee Lane, Waterbury, Vermont 05676
---------------------------------------------------
(Address of principal executive offices) (zip code)
(802) 244-5621
----------------------------------------------------
(Registrant's telephone number, including area code)
----------------------------------------------------
(Former name, former address and former fiscal year,
if changed since last report.)
Indicate by check mark whether the registrant has (1) 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 for 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 [ ]
As of February 22, 1999, 3,493,511 shares of common stock of the registrant
were outstanding.
<PAGE>
Part I. Financial Information
Item I. Financial Statements
GREEN MOUNTAIN COFFEE, INC.
Consolidated Balance Sheet
(Dollars in thousands)
<TABLE>
January 16, September 26,
1999 1998
----------- -------------
(unaudited)
<S> <C> <C>
Assets
Current assets:
Cash and cash equivalents.............................................. $ 647 $ 777
Receivables, less allowances of $270 at January 16, 1999
and $378 at September 26, 1998....................................... 5,027 4,789
Inventories............................................................ 5,145 5,636
Other current assets................................................... 454 489
Loans to officers...................................................... 339 185
Deferred income taxes, net............................................. 1,107 880
----------- -------------
Total current assets............................................. 12,719 12,756
Fixed assets, net......................................................... 10,569 10,800
Other long-term assets.................................................... 224 270
Deferred income taxes, net................................................ 497 737
----------- -------------
Total assets.............................................................. $ 24,009 $ 24,563
=========== =============
Liabilities and Stockholders' Equity
Current liabilities:
Current portion of long-term debt...................................... $ 250 $ 249
Current portion of obligation under capital lease...................... - 12
Accounts payable....................................................... 3,491 3,131
Accrued payroll........................................................ 705 827
Accrued expenses....................................................... 511 507
Accrued losses and other costs of discontinued operations, net......... 443 178
----------- -------------
Total current liabilities......................................... 5,400 4,904
----------- -------------
Long-term debt............................................................ 4,957 5,041
----------- -------------
Long-term line of credit.................................................. 3,900 5,150
----------- -------------
Commitments and contingencies
Stockholders' equity:
Common stock, $0.10 par value:
Authorized - 10,000,000 shares; issued- 3,545,841 shares at January 16,
1999 and September 26, 1998........................................... 355 355
Additional paid-in capital............................................. 13,018 13,018
Accumulated deficit.................................................... (3,327) (3,868)
Treasury shares, at cost:
52,330 shares at January 16, 1999 and 7,350 shares at
September 26, 1998, respectively..................................... (294) (37)
----------- -------------
Total stockholders' equity............................................. 9,752 9,468
----------- -------------
Total liabilities and stockholders' equity....................... $ 24,009 $ 24,563
=========== =============
<FN>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
</FN>
</TABLE>
<PAGE>
GREEN MOUNTAIN COFFEE, INC.
Consolidated Statement of Operations
(Dollars in thousands except per share data)
<TABLE>
Sixteen weeks ended
--------------------------------
January 16, January 17,
1999 1998
----------- -----------
(unaudited)
<S> <C> <C>
Net sales....................................................... $ 20,068 $ 16,977
Cost of sales................................................... 12,540 11,381
----------- -----------
Gross profit................................................ 7,528 5,596
Selling and operating expenses.................................. 4,968 3,904
General and administrative expenses............................. 1,399 1,223
----------- -----------
Operating income............................................ 1,161 469
Other income.................................................... 4 35
Interest expense................................................ (300) (214)
----------- -----------
Income from continuing operations before income taxes....... 865 290
Income tax expense............................................. (324) (110)
------------- -----------
Income from continuing operations ......................... 541 180
Discontinued operations:
Loss from discontinued retail store operations,
net of income tax benefits of $51...................... - (76)
----------- -----------
Net income ................................................. $ 541 $ 104
=========== ===========
Basic income per share:
Weighted average shares outstanding 3,515,277 3,530,818
Income from continuing operations $ 0.15 $ 0.05
Loss from discontinued operations - $ (0.02)
Net income $ 0.15 $ 0.03
Diluted income per share:
Weighted average shares outstanding 3,533,058 3,549,406
Income from continuing operations $ 0.15 $ 0.05
Loss from discontinued operations - $ (0.02)
Net income $ 0.15 $ 0.03
<FN>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
</FN>
</TABLE>
<PAGE>
GREEN MOUNTAIN COFFEE, INC.
Consolidated Statement of Cash Flows
(Dollars in thousands)
<TABLE>
Sixteen weeks ended
--------------------------------
January 16, January 17,
1999 1998
--------------------------------
(unaudited)
<S> <C> <C>
Cash flows from operating activities:
Net income................................................... $ 541 $ 104
Adjustments to reconcile net income to net cash provided
by operating activities:
Loss from discontinued operations ...................... - 76
Depreciation and amortization........................... 925 748
Gain on disposal of fixed assets........................ (2) (17)
Provision for doubtful accounts......................... 108 73
Deferred income taxes................................... 13 108
Changes in assets and liabilities:
Receivables........................................ (346) (494)
Inventories........................................ 491 (54)
Other current assets............................... (145) (87)
Other long-term assets, net........................ (4) (14)
Accounts payable................................... 360 (569)
Accrued payroll.................................... (122) (66)
Accrued expenses................................... 4 (67)
----------- -----------
Net cash provided by (used for) continuing operations 1,823 (259)
Net cash provided by (used for) discontinued operations 256 (50)
----------- -----------
Net cash provided by (used for) operating activities 2,079 (309)
Cash flows from investing activities:
Expenditures for fixed assets................................ (715) (832)
Capital expenditures for discontinued operations............. - (201)
Proceeds from disposal of discontinued operations ........... 86 -
Proceeds from disposals of fixed assets...................... 23 25
----------- -----------
Net cash used for investing activities............. (606) (1,008)
----------- -----------
Cash flows from financing activities:
Purchase of treasury shares................................ (257) -
Repayment of long-term debt.................................. (84) (313)
Principal payments under capital lease obligation............ (12) (42)
Net change in revolving line of credit....................... (1,250) 1,865
----------- -----------
Net cash provided by (used for) financing activities (1,603) 1,510
----------- -----------
Net increase (decrease) in cash and cash equivalents............ (130) 193
Cash and cash equivalents at beginning of period................ 777 831
----------- -----------
Cash and cash equivalents at end of period...................... $ 647 $ 1,024
=========== ===========
<FN>
The accompanying Notes to Consolidated Financial Statements are an integral
part of these financial statements.
</FN>
</TABLE>
<PAGE>
Green Mountain Coffee, Inc.
Notes to Consolidated Financial Statements
1. Basis of Presentation
The accompanying unaudited consolidated financial statements have been
prepared in accordance with generally accepted accounting principles
for interim financial information, the instructions to Form 10-Q, and
Rule 10-01 of Regulation S-X. Accordingly, they do not include all of
the information and footnotes required by generally accepted accounting
principles for complete consolidated financial statements.
In the opinion of management, all adjustments considered necessary for
a fair statement of the interim financial data have been included.
Results from operations for the sixteen week period ended January 16,
1999 are not necessarily indicative of the results that may be expected
for the fiscal year ending September 25, 1999.
For further information, refer to the consolidated financial statements
and the footnotes included in the annual report on Form 10-K for Green
Mountain Coffee, Inc. for the year ended September 26, 1998.
2. Inventories
Inventories consist of the following:
January 16, September 26,
1999 1998
------------- ---------------
Raw materials and supplies...... $ 2,515,000 $ 2,832,000
Finished goods................ 2,630,000 2,804,000
------------- ---------------
$ 5,145,000 $ 5,636,000
============= ===============
3. Discontinued Company-Owned Retail Store Operations
On May 29, 1998, the Company announced that it had adopted a plan to
discontinue its company-owned retail store operations. The Company has
closed ten of its retail stores as of January 16, 1999, and is planning
to close the last store in the second quarter of fiscal 1999.
Accordingly, the retail stores are reported as discontinued operations
for all periods presented. Under generally accepted accounting
principles, the operating results of such operations are being
segregated from the continuing operations and reported separately on
the statement of operations.
The estimated loss on disposal of the retail store operations of
$1,259,000 (net of a tax benefit of $834,000) was included in the third
quarter of fiscal 1998 results. The pre-tax loss on disposal of
$2,093,000 consists of an estimated loss on disposal of the business of
$1,692,000 and a provision of $401,000 for anticipated losses from May
29, 1998 (the measurement date) until disposal. The loss on disposal
includes provisions for estimated lease termination costs, write-off of
leasehold improvements and other fixed assets, severance and employee
benefits.
Net sales from the retail store operations were $184,000 and $1,499,000
for the sixteen weeks ended January 16, 1999 and January 17, 1998,
respectively. The loss from operations of the discontinued operations
from May 29, 1998 through January 16, 1999 approximated the provision
for anticipated losses recorded in fiscal 1998. No significant income
or loss from operations is expected for the one remaining retail store
prior to closure in the second quarter. Net proceeds from the sale of
retail assets totaled $86,000 in the first fiscal quarter of 1999 and
$118,000 in fiscal 1998.
The assets and liabilities of the discontinued retail operations at
January 16, 1999 are reflected as a net current liability in the
accompanying consolidated balance sheet. The net liabilities of the
discontinued operations in the January 16, 1999 consolidated balance
sheet are summarized as follows:
Current assets, net $ 8,000
Fixed assets, net 167,000
Deferred tax assets, net 265,000
Estimated accrued losses and other costs on disposal
of discontinued operations (883,000)
---------
Net accrued losses and other costs of discontinued
operations, net $(443,000)
==========
4. Earnings per share
The following table illustrates the reconciliation of the numerator and
denominator of basic and diluted income per share from continuing
operations computations as required by SFAS No. 128 (dollars in
thousands, except share and per share data):
<TABLE>
Sixteen weeks ended
----------------------------
January 16, January 17,
1999 1998
----------- -----------
<S> <C> <C>
Numerator - basic and diluted earnings per share :
Net income from continuing operations $ 541 $ 180
=========== ===========
Denominator:
Basic earnings per share - weighted average shares outstanding 3,515,277 3,530,818
Effect of dilutive securities - employee stock options 17,781 18,588
----------- -----------
Diluted earnings per share - weighted average shares outstanding 3,533,058 3,549,406
=========== ===========
Basic earnings per share $ 0.15 $ 0.05
Diluted earnings per share $ 0.15 $ 0.05
</TABLE>
For the sixteen weeks ended January 16, 1999, options to purchase
457,579 shares of common stock at exercise prices ranging from $5.63 to
$10.00 per share were outstanding but were not included in the
computation of diluted income per share because the options' exercise
price was greater than the market price of the common shares. These
options were still outstanding at January 16, 1999.
5. Derivative instruments and hedging activities
In June 1998, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 133, "Accounting for Derivative
Instruments and Hedging Activities" ("SFAS 133"). This pronouncement
will require the Company to recognize derivatives on its balance sheet
at fair value. Changes in the fair value of derivatives are recorded
each period in current earnings or other comprehensive income,
depending on whether a derivative is designated as part of a hedge
transaction and, if it is, the type of hedge transaction. The Company
expects that this new standard will not have a significant effect on
its results of operations. SFAS 133 is effective for fiscal years
beginning after June 15, 1999, which is fiscal year 2000 for the
Company.
<PAGE>
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations
Overview
--------
For the sixteen weeks ended January 16, 1999, Green Mountain Coffee,
Inc. (the "Company" or "Green Mountain") derived approximately 93.4% of
its net sales from its wholesale operation. Green Mountain's wholesale
operation sells coffee to retailers and food service concerns including
supermarkets, restaurants, convenience stores, specialty food stores,
hotels, universities and business offices. The Company's direct mail
operation accounted for approximately 6.6% of net sales during the same
period.
Cost of sales consists of the cost of raw materials including coffee
beans, flavorings and packaging materials, a portion of the Company's
rental expense, the salaries and related expenses of production and
distribution personnel, depreciation on production equipment and
freight and delivery expenses. Selling and operating expenses consist
of expenses that directly support the sales of the Company's wholesale
or direct mail channels, including media and advertising expenses, a
portion of the Company's rental expense, and the salaries and related
expenses of employees directly supporting sales. General and
administrative expenses consist of expenses incurred for corporate
support and administration, including a portion of the Company's rental
expense and the salaries and related expenses of personnel not
elsewhere categorized.
The Company's fiscal year ends on the last Saturday in September. The
Company's fiscal year normally consists of 13 four-week periods with
the first, second and third "quarters" ending 16 weeks, 28 weeks and 40
weeks, respectively, into the fiscal year.
Coffee Prices, Availability and General Risk Factors
----------------------------------------------------
Green coffee commodity prices are subject to substantial price
fluctuations, generally caused by multiple factors including weather,
political and economic conditions in certain coffee-producing countries
and other supply-related concerns. Since May 1997, when it reached
historical highs, the "C" price of coffee (the price per pound quoted
by the Coffee, Sugar and Cocoa Exchange) has generally been declining.
In response to this decline, the Company decreased its selling prices
in the first fiscal quarter of fiscal 1998, in the fourth quarter of
fiscal 1998 and in the first quarter of fiscal 1999. Due to conflicting
factors such as the Brazilian currency crisis, high Brazilian crop
production, natural disasters in coffee producing regions and other
international economic weaknesses, the Company believes that further
decreases in green coffee costs are likely in fiscal 1999. Furthermore,
the Company believes that the "C" price of coffee will remain highly
volatile in future periods. In addition to the "C" price, coffee of the
quality sought by Green Mountain also tends to trade on a negotiated
basis at a substantial premium or "differential" above the "C" price.
These differentials are also subject to significant variations. There
can be no assurance that the Company will be successful in passing any
upward green coffee cost fluctuations on to the customers without
losses in sales volume or gross margin. Similarly, rapid sharp
decreases in the cost of green coffee could also force the Company to
lower sales prices before realizing cost reductions in its green coffee
inventory. Because Green Mountain roasts over 25 different types of
green coffee beans to produce its more than 60 varieties of coffee, if
one type of green coffee bean were to become unavailable or
prohibitively expensive, management believes Green Mountain could
substitute another type of coffee of equal or better quality, meeting a
similar taste profile, in a blend or temporarily remove that particular
coffee from its product line. However, frequent substitutions could
lead to cost increases and fluctuations in gross margins. Furthermore,
a worldwide supply shortage of the high-quality arabica coffees the
Company purchases could have an adverse impact on the Company. The
Company enters into fixed coffee purchase commitments in an attempt to
secure an adequate supply of quality coffees. To further reduce its
exposure to rising coffee costs, the Company, from time to time, enters
into futures contracts and buys options to hedge
price-to-be-established coffee purchase commitments.
Certain statements contained herein are not based on historical fact
and are "forward-looking statements" within the meaning of the
applicable securities laws and regulations. In addition, the Company's
representatives may from time to time make oral forward-looking
statements. Forward-looking statements provide current expectations of
future events based on certain assumptions and include any statements
that do not directly relate to any historical or current fact. Words
such as "anticipates", "believes", "expects", "estimates", "intends",
"plans", "projects", and similar expressions, may identify such
forward-looking statements. Owing to the uncertainties inherent in
forward-looking statements, actual results could differ materially from
those set forth in forward-looking statements. Factors that could cause
actual results to differ materially from those in the forward-looking
statements include, but are not limited to, business conditions in the
coffee industry and food industry in general, fluctuations in
availability and cost of green coffee, the impact of the loss of one or
more major customers, economic conditions, prevailing interest rates,
the management challenges of rapid growth, variances from budgeted
sales mix and growth rate, consumer acceptance of the Company's new
products, the impact of a tighter job market, Year 2000 issues, weather
and special or unusual events, as well as other risk factors described
in the Company's Annual Report on Form 10-K for the year ended
September 26, 1998, and other factors described from time to time in
the Company's filings with the Securities and Exchange Commission.
Forward-looking statements reflect management's analysis as of the date
of this document. The Company does not undertake to revise these
statements to reflect subsequent developments.
Results of Operations
---------------------
<TABLE>
Sixteen weeks ended
---------------------------
January 16, January 17,
1999 1998
----------- -----------
<S> <C> <C>
Net sales................................................ 100.0 % 100.0 %
Cost of sales............................................ 62.5 % 67.0 %
----------- -----------
Gross profit........................................ 37.5 % 33.0 %
Selling and operating expenses........................... 24.7 % 23.0 %
General and administrative expenses...................... 7.0 % 7.2 %
----------- -----------
Operating income ................................... 5.8 % 2.8 %
Other income ............................................ 0.0 % 0.2 %
Interest expense......................................... (1.5)% (1.3)%
----------- -----------
Income from continuing operations before taxes...... 4.3 % 1.7 %
Income tax expense....................................... (1.6)% (0.7)%
----------- -----------
Income from continuing operations .................. 2.7 % 1.0 %
----------- -----------
Loss from discontinued operations, net of tax benefits... - (0.4)%
----------- -----------
Net income..................................... 2.7 % 0.6 %
=========== ===========
</TABLE>
Sixteen weeks ended January 16, 1999 versus sixteen weeks ended January
17, 1998
-----------------------------------------------------------------------
Net sales from continuing operations increased by $3,091,000, or 18.2%,
from $16,977,000 for the sixteen weeks ended January 17, 1998 (the
"1998 period") to $20,068,000 for the sixteen weeks ended January 16,
1999 (the "1999 period"). Coffee pounds sold from continuing operations
increased by approximately 486,000 pounds, or 21.3%, from approximately
2,286,000 pounds in the 1998 period to approximately 2,772,000 pounds
in the 1999 period. The difference between the percentage increase in
net sales and the percentage increase in coffee pounds sold relates
primarily to decreases in Green Mountain's selling prices for coffee
during fiscal 1998 and the first quarter of fiscal 1999 as a result of
lower green coffee costs.
The increase in net sales from continuing operations is attributable to
the wholesale area in which net sales increased by $2,936,000, or
18.6%, from $15,805,000 for the 1998 period to $18,741,000 for the 1999
period. The wholesale net sales increase resulted primarily from the
growth in certain large accounts in the office coffee, supermarket and
convenience store categories.
Gross profit from continuing operations increased by $1,932,000, or
34.5%, from $5,596,000 for the 1998 period to $7,528,000 for the 1999
period. As a percentage of net sales, gross profit from continuing
operations increased 4.5 percentage points from 33.0% for the 1998
period to 37.5% for the 1999 period. The increase in gross profit as a
percentage of sales was due primarily to the lower green coffee costs.
Selling and operating expenses from continuing operations increased by
$1,064,000, or 27.3%, from $3,904,000 for the 1998 period to $4,968,000
for the 1999 period. Selling and operating expenses from continuing
operations increased 1.7 percentage points as a percentage of sales
from 23.0% for the 1998 period to 24.7% for the 1999 period. However,
compared to the fourth quarter of fiscal 1998, selling and operating
expenses from continuing operations decreased 0.8 percentage points as
a percentage of sales. The increase in selling and operating expense
was primarily due to increased sales and sales support personnel
expenses, as well as increased marketing and promotional expenses.
General and administrative expenses increased by $176,000, or 14.4%,
from $1,223,000 for the 1998 period to $1,399,000 for the 1999 period,
but decreased 0.2 percentage points as a percentage of sales from 7.2%
for the 1998 period to 7.0% for the 1999 period.
As a result of the foregoing, operating income from continuing
operations increased by $692,000, or 147.5%, from $469,000 for the 1998
period to $1,161,000 for the 1999 period.
Interest expense increased by $86,000, or 40.2%, from $214,000 for the
1998 period to $300,000 for the 1999 period. The increase is due to the
increased long-term debt to finance the Company's infrastructure
investments in fiscal 1998.
Income tax expense from continuing operations increased $214,000, or
194.5%, from $110,000 for the 1998 period to $324,000 for the 1999
period. It is expected that the Company's effective tax rate will
approximate 38% for the remaining quarters of fiscal 1999.
Income from continuing operations increased by $361,000, or 200.6%,
from $180,000 for the 1998 period to $541,000 in the 1999 period.
During the 1998 period, the loss from discontinued operations was
$76,000 (net of income tax benefits of $51,000). The Company announced
in the third quarter of fiscal 1998 that it was discontinuing its
unprofitable retail store operation. As of February 15, 1999, the
Company had closed ten of its retail stores and is planning to close
its remaining store prior to the end of the Company's second fiscal
quarter.
Net income increased $437,000, or 420.2%, from $104,000 in the 1998
period to $541,000 in the 1999 period.
Liquidity and Capital Resources
-------------------------------
Working capital decreased $533,000 to $7,319,000 at January 16, 1999
from $7,852,000 at September 26, 1998. This decrease is primarily due
to higher accounts payable.
During the 1999 period, Green Mountain had capital expenditures of
$715,000, including $510,000 for equipment on loan to wholesale
customers, $74,000 for computer equipment and $84,000 for production
equipment. Cash used for capital expenditures related to continuing
operations aggregated $832,000 during the 1998 period, and included
$372,000 for equipment loaned to wholesale customers, $124,000 for
leasehold improvements and fixtures, $174,000 for production equipment,
and $162,000 for computer hardware and software. Cash used to fund the
capital expenditures in the 1999 period was obtained from net cash
provided by operating activities.
The Company currently plans to make capital expenditures in fiscal 1999
of approximately $2,500,000. Management continuously reviews capital
expenditure needs and actual amounts expended may differ from these
estimates.
The Company maintains a $9,000,000 line of credit with Fleet Bank - NH,
the availability of which is subject to the Company's accounts
receivable and inventory levels. At January 16, 1999, the outstanding
balance on the Fleet line of credit was $3,900,000 and the amount
remaining available was $2,000,000. The Fleet credit facility also
provides for $4,500,000 of term debt, all of which is outstanding at
January 16, 1999. The Fleet credit facility is subject to certain
quarterly covenants, and the Company was in compliance with these
covenants at January 16, 1999.
Management believes that cash flow from operations, existing cash and
available borrowings under its credit facility will provide sufficient
liquidity to pay all liabilities in the normal course of business, fund
capital expenditures and service debt requirements in fiscal 1999.
Year 2000
---------
The Year 2000 problem concerns the inability of information systems and
systems with embedded chip technology to properly recognize and process
date-sensitive information beyond December 31, 1999. The Company is in
the continuing process of assessing its Year 2000 readiness and has
identified its Year 2000 risk in three broad categories: internal
business software; manufacturing, facilities and embedded chip
technology; and external noncompliance by customers and suppliers.
COMPANY STATE OF READINESS
Internal business software. In early fiscal 1997, the Company began a
Company-wide business systems replacement project with an
enterprise-system from PeopleSoft, Inc. ("PeopleSoft"). The new system,
which is expected to make approximately 90% of the Company's business
computer systems Year 2000 compliant, is approximately 80% complete and
on schedule. Implementation is scheduled to be completed by the end of
September 1999. The primary motivation to implement PeopleSoft was to
reap the benefits of its enhanced functionality and features to improve
operations and customer service as the Company grows. Besides the
implementation of Peoplesoft, there were no other significant
information technology projects (IT) planned. Therefore, the Year 2000
project has not caused significant delays in other IT projects.
Besides the enterprise-wide information system, software upgrades which
take place in the normal course of business are expected to tend to the
majority of the Year 2000 problems related to internal business
software. The Company plans to migrate its direct mail operation to the
PeopleSoft system by the end of June 1999.
Manufacturing, facilities and embedded chip technology. The Company has
completed the inventory of its computer hardware, manufacturing,
security and communication systems which are vital to its daily
operations and could present a Year 2000 risk. All PC hardware
susceptible to fail after the Year 2000 was replaced in the normal
course of business over the past three years. Major vendors of
manufacturing equipment, security equipment, and communication systems
have been contacted and the Company is presently compiling information
on replacement costs of non-compliant equipment. Although the initial
information gathering phase is expected to be completed by the end of
March 1999, the Company will continue to follow closely through the
remainder of 1999 the progress of key vendors who are still in the
process of becoming Year 2000 complaint.
External noncompliance by customers and suppliers. The Company has
contacted its critical suppliers and service providers to determine the
extent to which the Company is vulnerable to those third parties'
failure to remedy their own Year 2000 issues. It is expected that all
major suppliers will have informed the Company of their Year 2000
status by the end of April 1999. To the extent that responses to Year
2000 readiness are unsatisfactory, the Company intends to change
suppliers to those who have demonstrated Year 2000 readiness but cannot
be assured that it will be successful in finding such compliant
suppliers and service providers. The Company does not currently have
any formal information concerning the Year 2000 status of its major
customers, although it has received indications that major customers
are working on Year 2000 compliance. The Company has started to contact
its key customers and is attempting to assess the Year 2000 readiness
of its customers by the end of April 1999.
ACTUAL AND ANTICIPATED COSTS
The total cost associated with required modifications to become Year
2000 compliant is not expected to be material to the Company's
financial position. The estimated total cost of the Year 2000 Project
is approximately $125,000, excluding internal costs consisting
primarily of payroll and benefits of employees working on Year 2000
issues. This estimate does not include the conversion to PeopleSoft,
since those replacement costs were not due to, or accelerated by, the
Year 2000 Project. Through January 16, 1999, the Company has not
incurred expenses directly related to the Year 2000 Project. The
estimated future costs of the Year 2000 Project is $125,000, of which
approximately (1) $100,000 relates to the replacement costs of
manufacturing, security and communication equipment and (2) $25,000
relates to replacement costs of non-compliant software.
RISKS
The failure to correct a material Year 2000 problem could result in an
interruption in, or a failure of, certain normal business activities or
operations. Such failures could materially and adversely affect the
Company's results of operations, liquidity and financial condition. Due
to the general uncertainty inherent in the Year 2000 problem, resulting
in part from the uncertainty of the Year 2000 readiness of third-party
suppliers and customers, the Company is unable to determine at this
time whether the consequences of Year 2000 failures will have a
material impact on the Company's results of operations, liquidity or
financial condition. The Company's efforts are expected to
significantly reduce the Company's level of uncertainty about the Year
2000 problem. The Company believes that, with the completion of the
implementation of PeopleSoft and the completion of the plan identified
above, the possibility of significant interruptions of normal
operations should be reduced.
CONTINGENCY PLANS
As of February 22, 1999, the Company has not developed a contingency
plan related to Year 2000. The Company is planning on developing a
contingency plan by the end of June 1999.
.
Deferred Income Taxes
---------------------
The Company had net deferred tax assets of $1,869,000 at January 16,
1999. These assets are reported net of a deferred tax asset valuation
allowance at that date of $2,355,000 (including $2,306,000 primarily
related to a Vermont investment tax credit). Presently, the Company
believes that the deferred tax assets, net of deferred tax liabilities
and the valuation allowance, are realizable and represent management's
best estimate, based on the weight of available evidence as prescribed
in SFAS 109, of the amount of deferred tax assets which most likely
will be realized. However, management will continue to evaluate the
amount of the valuation allowance based on near-term operating results
and longer-term projections.
Factors Affecting Quarterly Performance
---------------------------------------
Historically, the Company has experienced significant variations in
sales from quarter to quarter due to the holiday season and a variety
of other factors, including, but not limited to, general economic
trends, the cost of green coffee, competition, marketing programs,
weather and special or unusual events. Because of the seasonality of
the Company's business, results for any quarter are not necessarily
indicative of the results that may be achieved for the full fiscal
year. Year over year quarterly earnings comparisons will also show
significant variations due to the release in the second quarter of
fiscal 1997 of a large portion of the Company's deferred tax asset
valuation allowance and the discontinuation of the company-owned retail
store operation in the third quarter of fiscal 1998.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
There have been no material changes in information relating to market
risk since the Company's disclosure included in Item 7A of Form 10-K as
filed with the Securities and Exchange Commission on December 18, 1998.
<PAGE>
Part II. Other Information
Item 6. Exhibits and Reports on Form 8-K
(a) Exhibits:
3.1 Certificate of Incorporation(1)
3.2 Bylaws(1)
10.38 1999 Stock Option Plan
10.81 Stock Option Agreement, dated January 8, 1999 between the
Company and Robert D. Britt.
10.82 Stock Option Agreement, dated January 8, 1999 between the
Company and Paul Comey.
10.83 Stock Option Agreement, dated January 8, 1999 between the
Company and Paul Comey.
10.84 Stock Option Agreement, dated January 8, 1999 between the
Company and Jonathan C. Wettstein.
10.85 Stock Option Agreement, dated January 8, 1999 between the
Company and Jonathan C. Wettstein.
10.86 Stock Option Agreement, dated January 8, 1999 between the
Company and William L. Prost.
10.87 Stock Option Agreement, dated January 8, 1999 between the
Company and Stephen J. Sabol.
10.88 Stock Option Agreement, dated January 8, 1999 between the
Company and Dean Haller.
10.89 Stock Option Agreement, dated January 8, 1999 between the
Company and James K. Prevo.
10.90 Stock Option Agreement, dated January 8, 1999 between the
Company and James K. Prevo.
27 Financial Data Schedule.
(b) No reports on Form 8-K were filed during the sixteen weeks ended January 16,
1999.
- ----------
(1) Incorporated by reference to the corresponding exhibit number in the
Registration Statement on Form SB-2 (Registration No. 33-66646) filed on July
28, 1993, and declared effective on September 21, 1993.
<PAGE>
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.
GREEN MOUNTAIN COFFEE, INC.
Date: 2/26/99 By: /s/ Robert P. Stiller
---------------- --------------------------------------
Robert P. Stiller,
President and Chief Executive Officer
Date: 2/26/99 By: /s/ Robert D. Britt
---------------- --------------------------------------
Robert D. Britt,
Chief Financial Officer, Treasurer and
Secretary
1999 STOCK OPTION PLAN
1. Purpose of the Plan.
The purpose of the Green Mountain Coffee, Inc. 1999 Stock Option Plan
(the "Plan") is to advance the interests of Green Mountain Coffee, Inc., a
Delaware corporation (the "Company"), by providing an opportunity for ownership
of the stock of the Company by employees, agents and directors of, and
consultants to, the Company and its subsidiaries, as defined below. By providing
an opportunity for such stock ownership, the Company seeks to attract and retain
such qualified personnel, and otherwise to provide additional incentive for
optionees to promote the success of its business.
2. Stock Subject to the Plan.
(a) The total number of shares of the authorized but unissued or
Treasury shares of the common stock, $0.10 par value per share, of the Company
(the "Common Stock") for which options may be granted under the Plan (the
"Options") shall be 250,000, subject to adjustment as provided in Section 13
hereof.
(b) If an Option granted or assumed hereunder shall expire or terminate
for any reason without having been exercised in full, the unpurchased shares
subject thereto shall again be available for subsequent Option grants under the
Plan.
(c) Stock issuable upon exercise of an Option may be subject to such
restrictions on transfer, repurchase rights or other restrictions as shall be
determined by the Board of Directors of the Company (the "Board").
3. Administration of the Plan.
(a) The Plan shall be administered by the Board. No member of the Board
shall act upon any matter exclusively affecting any Option granted or to be
granted to himself or herself under the Plan. A majority of the members of the
Board shall constitute a quorum, and any action may be taken by a majority of
those present and voting at any meeting. The decision of the Board as to all
questions of interpretation and application of the Plan shall be final, binding
and conclusive on all persons. The Board, in its sole discretion, may grant
Options to purchase shares of the Common Stock, and the Board shall issue shares
upon exercise of such Options as provided in the Plan. The Board shall have
authority, subject to the express provisions of the Plan, to construe the
respective Option agreements and the Plan, to prescribe, amend and rescind rules
and regulations relating to the Plan, to determine the terms and provisions of
the respective Option agreements, which may but need not be identical, and to
make all other determinations in the judgment of the Board necessary or
desirable for the administration of the Plan. The Board may correct any defect
or supply any omission or reconcile any inconsistency in the Plan or in any
Option agreement in the manner and to the extent it shall deem expedient to
implement the Plan and shall be the sole and final judge of such expediency. No
director shall be liable for any action or determination made in good faith. The
Board, in its discretion, may delegate its power, duties and responsibilities to
a committee, consisting of two or more members of the Board, all of whom are
"disinterested persons" (as hereinafter defined). If a committee is so
appointed, all references to the Board herein shall mean and relate to such
committee, unless the context otherwise requires.
4. Type of Options.
Options granted pursuant to the Plan shall be authorized by action of
the Board and may be designated as either incentive stock options meeting the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), or non-qualified options which are not intended to meet the
requirements of such Section 422 of the Code, the designation to be in the sole
discretion of the Board. Options designated as incentive stock options that fail
to continue to meet the requirements of Section 422 of the Code shall be
redesignated as non-qualified options automatically without further action by
the Board on the date of such failure to continue to meet the requirements of
Section 422 of the Code.
5. Eligibility.
Options designated as incentive stock options may be granted to any
full-time employees of the Company or any subsidiary corporation (herein called
"subsidiary" or "subsidiaries"), as defined in Section 424(f) of the Code and
the Treasury regulations promulgated thereunder (the "Regulations"). Directors
who are not otherwise employees of the Company or a subsidiary shall not be
eligible to be granted incentive stock options pursuant to the Plan. Options
designated as non-qualified options may be granted to (i) officers and key
employees of the Company or of any of its subsidiaries, or (ii) agents,
directors of and consultants to the Company, whether or not otherwise employees
of the Company.
In determining the eligibility of an individual to be granted an
Option, as well as in determining the number of shares to be optioned to any
individual, the Board shall take into account the position and responsibilities
of the individual being considered, the nature and value to the Company or its
subsidiaries of his or her service and accomplishments, his or her present and
potential contribution to the success of the Company or its subsidiaries, and
such other factors as the Board may deem relevant.
6. Restrictions on Incentive Stock Options.
Incentive stock options (but not non-qualified options) granted under
this Plan shall be subject to the following restrictions:
(a) Limitation on Number of Shares.
Ordinarily, the aggregate fair market value of the shares of Common
Stock with respect to which incentive stock options are granted
(determined as of the date the incentive stock options are granted),
exercisable for the first time by an individual during any calendar
year shall not exceed $100,000. If an incentive stock option is granted
pursuant to which the aggregate fair market value of shares with
respect to which it first becomes exercisable in any calendar year by
an individual exceeds such $100,000 limitation, the portion of such
option which is in excess of the $100,000 limitation shall be treated
as a non-qualified option pursuant to Section 422(d)(1) of the Code. In
the event that an individual is eligible to participate in any other
stock option plan of the Company or any subsidiary of the Company which
is also intended to comply with the provisions of Section 422 of the
Code, such $100,000 limitation shall apply to the aggregate number of
shares for which incentive stock options may be granted under this Plan
and all such other plans.
(b) Ten Percent (10%) Shareholder.
If any employee to whom an incentive stock option is granted pursuant
to the provisions of this Plan is on the date of grant the owner of
stock (as determined under Section 424(d) of the Code) possessing more
than 10% of the total combined voting power of all classes of stock of
the Company or any subsidiary of the Company, then the following
special provisions shall be applicable to the incentive stock options
granted to such individual:
(i) The Option price per share subject to
such incentive stock options shall be not less than
110% of the fair market value of the stock determined
at the time such Option was granted. In determining
the fair market value under this clause (i), the
provisions of Section 8 hereof shall apply.
(ii) The incentive stock option by its terms
shall not be exercisable after the expiration of five
(5) years from the date such option is granted.
7. Option Agreement.
Each Option shall be evidenced by an Option agreement (the "Agreement")
duly executed on behalf of the Company and by the optionee to whom such Option
is granted, which Agreement shall comply with and be subject to the terms and
conditions of the Plan. The Agreement may contain such other terms, provisions
and conditions which are not inconsistent with the Plan as may be determined by
the Board; provided that Options designated as incentive stock options shall
meet all of the conditions for incentive stock options as defined in Section 422
of the Code. No Option shall be granted within the meaning of the Plan and no
purported grant of any Option shall be effective until the Agreement shall have
been duly executed on behalf of the Company and the optionee. More than one
Option may be granted to an individual.
8. Option Price.
(a) The Option price or prices of shares of the Common Stock for
Options designated as non-qualified stock options shall be as determined by the
Board; provided, however, such Option price shall be not less than 85% of the
fair market value of the stock subject to such Option, determined as of the date
of grant of such Option.
(b) Subject to the conditions set forth in Section 6(b) hereof, the
Option price or prices of shares of the Company's Common Stock for incentive
stock options shall be at least the fair market value of such Common Stock at
the time the Option is granted as determined by the Board in accordance with the
Regulations promulgated under Section 422 of the Code.
(c) If such shares are then listed on any national securities exchange,
the fair market value shall be the mean between the high and low sales prices,
if any, on the largest such exchange on the date of the grant of the Option or,
if none, shall be determined by taking a weighted average of the means between
the highest and lowest sales prices on the nearest date before and the nearest
date after the date of grant in accordance with Section 25.2512-2 of the
Regulations. If the shares are not then listed on any such exchange, the fair
market value of such shares shall be the mean between the closing "Bid" and the
closing "Ask" prices, if any, as reported in the National Association of
Securities Dealers Automated Quotation System ("NASDAQ") for the date of the
grant of the Option, or, if none, shall be determined by taking a weighted
average of the means between the highest and lowest sales prices on the nearest
date before and the nearest date after the date of grant in accordance with
Section 25.2512-2 of the Regulations. If the shares are not then either listed
on any such exchange or quoted in NASDAQ, the fair market value shall be the
mean between the average of the "Bid" and "Ask" price quotations on the National
Daily Quotation Service for the date of the grant of the Option, or, if none,
shall be determined by taking a weighted average of the means between the
highest and lowest sales prices on the nearest date before and the nearest date
after the date of grant in accordance with Section 25.2512-2 of the Regulations.
If the fair market value cannot be determined under the preceding three
sentences, it shall be determined in good faith by the Board.
9. Manner of Payment: Manner of Exercise.
(a) Options granted under the Plan may provide for the payment of the
exercise price by delivery of (i) cash or a check payable to the order of the
Company in an amount equal to the exercise price of such Options, (ii) shares of
Common Stock owned by the optionee having a fair market value equal in amount to
the exercise price of the Options being exercised, or (iii) any combination of
(i) and (ii); provided, however, that payment of the exercise price by delivery
of shares of Common Stock owned by such optionee may be made only upon the
condition that such payment does not result in a charge to earnings for
financial accounting purposes as determined by the Board, unless such condition
is waived by the Board. The fair market value of any shares of Common Stock
which may be delivered upon exercise of an Option shall be determined by the
Board in accordance with Section 8 hereof.
(b) To the extent that the right to purchase shares under an Option has
accrued and is in effect, Options may be exercised in full at one time or in
part from time to time, by giving written notice, signed by the person or
persons exercising the Option, to the Company, stating the number of shares with
respect to which the Option is being exercised, accompanied by payment in full
for such shares as provided in subparagraph (a) above. Upon such exercise,
delivery of a certificate for paid-up non-assessable shares shall be made at the
principal office of the Company to the person or persons exercising the Option
at such time, during ordinary business hours, after thirty (30) days but not
more than ninety (90) days from the date of receipt of the notice by the
Company, as shall be designated in such notice, or at such time, place and
manner as may be agreed upon by the Company and the person or persons exercising
the Option.
10. Exercise of Options.
Each Option granted under the Plan shall, subject to Section 11 (b) and
Section 13 hereof, be exercisable at such time or times and during such period
as shall be set forth in the Agreement; provided, however, that no Option
granted under the Plan shall have a term in excess of ten (10) years from the
date of grant. To the extent that an Option to purchase shares is not exercised
by an optionee when it becomes initially exercisable, it shall not expire but
shall be carried forward and shall be exercisable, on a cumulative basis, until
the expiration of the exercise period. No partial exercise may be made for less
than one hundred (100) full shares of Common Stock.
11. Term of Options: Exercisability.
(a) Term.
(i) Each Option shall expire on a date
determined by the Board which is not more than ten
(10) years from the date of the granting thereof,
except (a) as otherwise provided pursuant to the
provisions of Section 6(b) hereof, and (b) for
earlier termination as herein provided.
(ii) Except as otherwise provided in this
Section 11, an Option granted to any optionee whose
employment, for the Company or any of its
subsidiaries, is terminated, shall terminate on the
earlier of ninety days after the date such optionee's
employment, for the Company or any such subsidiary,
is terminated, or (ii) the date on which the Option
expires by its terms.
(iii) If the employment of an optionee is
terminated by the Company or any of its subsidiaries
for cause or because the optionee is in breach of any
employment agreement, such Option will terminate on
the date the optionee's employment is terminated by
the Company or any such subsidiary.
(iv) If the employment of an optionee is
terminated by the Company or any of its subsidiaries
because the optionee has become permanently disabled
(within the meaning of Section 22(e)(3) of the Code),
such Option shall terminate on the earlier of (i) one
year after the date such optionee's employment, for
the Company or any such subsidiary, is terminated, or
(ii) the date on which the Option expires by its
terms.
(v) In the event of the death of any
optionee, any Option granted to such optionee shall
terminate one year after the date of death, or on the
date on which the Option expires by its terms,
whichever occurs first.
(b) Exercisability.
(i) Except as provided below, an Option
granted to an optionee whose employment, for the
Company or any of its subsidiaries, is terminated,
shall be exercisable only to the extent that the
right to purchase shares under such Option has
accrued and is in effect on the date such optionee's
employment, for the Company or any such subsidiary,
is terminated.
(ii) An Option granted to an optionee whose
employment is terminated by the Company or any of its
subsidiaries because he or she has become permanently
disabled, as defined above, shall be immediately
exercisable as to the full number of shares covered
by such Option, whether or not under the provisions
of Section 10 hereof such Option was otherwise
exercisable as of the date of disability.
(iii) In the event of the death of an
optionee, the Option granted to such optionee may be
exercised as to the full number of shares covered
thereby, whether or not under the provisions of
Section 10 hereof the optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
optionee.
12. Options Not Transferable.
The right of any optionee to exercise any Option granted to him or her
shall not be assignable or transferable by such optionee other than by will or
the laws of descent and distribution, and any such Option shall be exercisable
during the lifetime of such optionee only by him or her. Any Option granted
under the Plan shall be null and void and without effect upon the bankruptcy of
the optionee to whom the Option is granted, or upon any attempted assignment or
transfer, except as herein provided, including without limitation, any purported
assignment, whether voluntary or by operation of law, pledge, hypothecation or
other disposition, attachment, trustee process or similar process, whether legal
or equitable, upon such Option.
13. Recapitalization, Reorganizations and the Like.
In the event that the outstanding shares of the Common Stock are
changed into or exchanged for a different number or kind of shares or other
securities of the Company or of another corporation by reason of any
reorganization, merger, consolidation, recapitalization, reclassification, stock
split-up, combination of shares, or dividends payable in capital stock,
appropriate adjustment shall be made in the number and kind of shares as to
which Options may be granted under the Plan and as to which outstanding Options
or portions thereof then unexercised shall be exercisable, to the end that the
proportionate interest of the optionee shall be maintained as before the
occurrence of such event; such adjustment in outstanding Options shall be made
without change in the total price applicable to the unexercised portion of such
Options and with a corresponding adjustment in the Option price per share.
In addition, unless otherwise determined by the Board in its sole
discretion, in the case of any (i) sale or conveyance to another entity of all
or substantially all of the property and assets of the Company or (ii) Change in
Control (as hereinafter defined) of the Company, the purchaser(s) of the
Company's assets or stock, in his, her or its sole discretion, may deliver to
the optionee the same kind of consideration that is delivered to the
shareholders of the Company as a result of such sale, conveyance or Change in
Control, or the Board may cancel all outstanding Options in exchange for
consideration in cash or in kind, which consideration in both cases shall be
equal in value to the value of those shares of stock or other securities the
optionee would have received had the Option been exercised (but only to the
extent then exercisable) and had no disposition of the shares acquired upon such
exercise been made prior to such sale, conveyance or Change in Control, less the
Option price therefor. Upon receipt of such consideration, all Options (whether
or not then exercisable) shall immediately terminate and be of no further force
or effect. The value of the stock or other securities the optionee would have
received if the Option had been exercised shall be determined in good faith by
the Board, and in the case of shares of Common Stock, in accordance with the
provisions of Section 8 hereof.
The Board shall also have the power and right to accelerate the
exercisability of any Options, notwithstanding any limitations in this Plan or
in the Agreement upon such a sale, conveyance or Change in Control. Upon such
acceleration, any Options or portion thereof originally designated as incentive
stock options that no longer qualify as incentive stock options under Section
422 of the Code as a result of such acceleration shall be redesignated as
non-qualified stock options.
A "Change in Control" shall be deemed to have occurred if any person,
or any two or more persons acting as a group, and all affiliates of such person
or persons, who prior to such time owned less than fifty percent (50%) of the
then outstanding Common Stock, shall acquire such additional shares of Common
Stock in one or more transactions, or series of transactions, such that
following such transaction or transactions, such person or group and affiliates
beneficially own fifty percent (50%) or more of the Common Stock outstanding.
Upon dissolution or liquidation of the Company, all Options granted
under this Plan shall terminate, but each optionee (if at such time in the
employ of or otherwise associated with the Company or any of its subsidiaries as
a director, agent or consultant) shall have the right, immediately prior to such
dissolution or liquidation, to exercise his or her Option to the extent then
exercisable.
If by reason of a corporate merger, consolidation, acquisition of
property or stock, separation, reorganization, or liquidation, the Board shall
authorize the issuance or assumption of a stock option or stock options in a
transaction to which Section 424(a) of the Code applies, then, notwithstanding
any other provision of the Plan, the Board may grant an option or options upon
such terms and conditions as it may deem appropriate for the purpose of
assumption of the old Option, or substitution of a new option for the old
Option, in conformity with the provisions of such Section 424(a) of the Code and
the Regulations thereunder, and any such option shall not reduce the number of
shares otherwise available for issuance under the Plan.
No fraction of a share shall be purchasable or deliverable upon the
exercise of any Option, but in the event any adjustment hereunder in the number
of shares covered by the Option shall cause such number to include a fraction of
a share, such fraction shall be adjusted to the nearest smaller whole number of
shares.
14. No Special Employment Rights.
Nothing contained in the Plan or in any Option granted under the Plan
shall confer upon any Option holder any right with respect to the continuation
of his or her employment by the Company or any subsidiary or interfere in any
way with the right of the Company or any subsidiary, subject to the terms of any
separate employment agreement to the contrary, at any time to terminate such
employment or to increase or decrease the compensation of the Option holder from
the rate in existence at the time of the grant of an Option. Whether an
authorized leave of absence, or absence in military or government service, shall
constitute termination of employment shall be determined by the Board at the
time of such occurrence.
15. Withholding.
The Company's obligation to deliver shares upon the exercise of any
non-qualified Option granted under the Plan shall be subject to the Option
holder's satisfaction of all applicable Federal, state and local income and
employment tax withholding requirements. The Company and optionee may agree to
withhold shares of Common Stock purchased upon exercise of an Option to satisfy
the above-mentioned withholding requirements.
16. Restrictions on Issuance of Shares.
(a) Notwithstanding the provisions of Section 9, the Company may delay
the issuance of shares covered by the exercise of an Option and the
delivery of a certificate for such shares until one of the following
conditions shall be satisfied:
(i) The shares with respect to which such
Option has been exercised are at the time of the
issue of such shares effectively registered or
qualified under applicable Federal and state
securities acts now in force or as hereafter amended;
or
(ii) Counsel for the Company shall have
given an opinion, which opinion shall not be
unreasonably conditioned or withheld, that such
shares are exempt from registration and qualification
under applicable Federal and state securities acts
now in force or as hereafter amended.
(b) It is intended that all exercises of Options shall be effective,
and the Company shall use its best efforts to bring about compliance with the
above conditions within a reasonable time, except that the Company shall be
under no obligation to qualify shares or to cause a registration statement or a
post-effective amendment to any registration statement to be prepared for the
purpose of covering the issue of shares in respect of which any Option may be
exercised, except as otherwise agreed to by the Company in writing in its sole
discretion.
17. Purchase for Investment: Rights of Holder on Subsequent
Registration.
Unless and until the shares to be issued upon exercise of an Option
granted under the Plan have been effectively registered under the 1933 Act, as
now in force or hereafter amended, the Company shall be under no obligation to
issue any shares covered by any Option unless the person who exercises such
Option, in whole or in part, shall give a written representation and undertaking
to the Company which is satisfactory in form and scope to counsel for the
Company and upon which, in the opinion of such counsel, the Company may
reasonably rely, that he or she is acquiring the shares issued pursuant to such
exercise of the Option for his or her own account as an investment and not with
a view to, or for sale in connection with, the distribution of any such shares,
and that he or she will make no transfer of the same except in compliance with
any rules and regulations in force at the time of such transfer under the 1933
Act, or any other applicable law, and that if shares are issued without such
registration, a legend to this effect may be endorsed upon the securities so
issued.
In the event that the Company shall, nevertheless, deem it necessary or
desirable to register under the 1933 Act or other applicable statutes any shares
with respect to which an Option shall have been exercised, or to qualify any
such shares for exemption from the 1933 Act or other applicable statutes, then
the Company may take such action and may require from each optionee such
information in writing for use in any registration statement, supplementary
registration statement, prospectus, preliminary prospectus or offering circular
as is reasonably necessary for such purpose and may require reasonable indemnity
to the Company and its officers and directors from such holder against all
losses, claims, damages and liabilities arising from such use of the information
so furnished and caused by any untrue statement of any material fact therein or
caused by the omission to state a material fact required to be stated therein or
necessary to make the statements therein not misleading in the light of the
circumstances under which they were made.
18. Loans.
At the discretion of the Board, the Company may loan to the optionee
some or all of the purchase price of the shares acquired upon exercise of an
Option.
19. Modification of Outstanding Options.
Subject to any applicable limitations contained herein, the Board may
authorize the amendment of any outstanding Option with the consent of the
optionee when and subject to such conditions as are deemed to be in the best
interests of the Company and in accordance with the purposes of the Plan.
20. Approval of Stockholders.
The Plan shall become effective upon adoption by the Board; provided,
however, that the Plan shall be submitted for approval by the stockholders of
the Company no later than twelve (12) months after the date of adoption of the
Plan by the Board. Should the stockholders of the Company fail to approve the
Plan within such twelve-month period, all Options granted thereunder shall be
and become null and void. Notwithstanding anything else to the contrary in this
Plan, no option may be exercised until the stockholders have approved this Plan.
21. Termination and Amendment of Plan.
Unless sooner terminated as herein provided, the Plan shall terminate
ten (10) years from the date upon which the Plan was duly adopted by the Board
of the Company. The Board may at any time terminate the Plan or make such
modification or amendment thereof as it deems advisable; provided, however, (i)
the Board may not, without the approval of the stockholders of the Company
obtained in the manner stated in Section 20, increase the maximum number of
shares for which Options may be granted or change the designation of the class
of persons eligible to receive Options under the Plan, and (ii) any such
modification or amendment of the Plan shall be approved by a majority of the
stockholders of the Company to the extent that such stockholder approval is
necessary to comply with applicable provisions of the Code, rules promulgated
pursuant to Section 16 of the Exchange Act, applicable state law, or applicable
NASD or exchange listing requirements. Termination or any modification or
amendment of the Plan shall not, without the consent of an optionee, affect his
or her rights under an Option theretofore granted to him or her.
22. Limitation of Rights in the Option Shares.
An optionee shall not be deemed for any purpose to be a stockholder of
the Company with respect to any of the Options except to the extent that the
Option shall have been exercised with respect thereto and, in addition, a
certificate shall have been issued theretofore and delivered to the optionee.
23. Notices.
Any communication or notice required or permitted to be given under the
Plan shall be in writing, and mailed by registered or certified mail or
delivered by hand, if to the Company, to the attention of the President at the
Company's principal place of business; and, if to an optionee, to his or her
address as it appears on the records of the Company.
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ Robert D. Britt
_____________________ ________________________
Robert P. Stiller Robert D. Britt
President
10,000
________________________
Number of Shares
$5.625
________________________
Purchase Price Per Share
January 8, 2009
________________________
Expiration Date
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ Paul Comey
_____________________ ________________________
Robert P. Stiller Paul Comey
President
10,000
________________________
Number of Shares
$5.625
________________________
Purchase Price Per Share
January 8, 2009
________________________
Expiration Date
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ Paul Comey
_____________________ ________________________
Robert P. Stiller Paul Comey
President
7,500
________________________
Number of Shares
$5.625
________________________
Purchase Price Per Share
January 8, 2009
________________________
Expiration Date
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ Jonathan C. Wettstein
_____________________ _________________________
Robert P. Stiller Jonathan C. Wettstein
President
10,000
_________________________
Number of Shares
$5.625
_________________________
Purchase Price Per Share
January 8, 2009
_________________________
Expiration Date
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ Jonathan C. Wettstein
_____________________ _________________________
Robert P. Stiller Jonathan C. Wettstein
President
6,000
_________________________
Number of Shares
$5.625
_________________________
Purchase Price Per Share
January 8, 2009
_________________________
Expiration Date
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ William L. Prost
_____________________ ________________________
Robert P. Stiller William L. Prost
President
10,000
________________________
Number of Shares
$5.625
________________________
Purchase Price Per Share
January 8, 2009
________________________
Expiration Date
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ Stephen J. Sabol
_____________________ ________________________
Robert P. Stiller Stephen J. Sabol
President
10,000
________________________
Number of Shares
$5.625
________________________
Purchase Price Per Share
January 8, 2009
________________________
Expiration Date
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ Dean Haller
_____________________ ________________________
Robert P. Stiller Dean Haller
President
10,000
________________________
Number of Shares
$5.625
________________________
Purchase Price Per Share
January 8, 2009
________________________
Expiration Date
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ James K. Prevo
_____________________ ________________________
Robert P. Stiller James K. Prevo
President
10,000
________________________
Number of Shares
$5.625
________________________
Purchase Price Per Share
January 8, 2009
________________________
Expiration Date
GREEN MOUNTAIN COFFEE, INC.
STOCK OPTION AGREEMENT
UNDER 1999 STOCK OPTION PLAN
INCENTIVE STOCK OPTION
January 8, 1999
AGREEMENT entered into by and between Green Mountain Coffee, Inc., a
Delaware corporation with its principal place of business in Waterbury, Vermont
(together with its subsidiaries, the "Company"), and the undersigned employee of
the Company (the "Optionee").
The Company desires to grant, the Optionee an incentive stock option
under the Company's 1999 Stock Option Plan, as amended (the "Plan") to acquire
shares of the Company's Common Stock, par value $.10 per share (the "Shares").
The Plan provides that each option is to be evidenced by an option
agreement, setting forth the terms and conditions of the option.
ACCORDINGLY, in consideration of the premises and of the mutual
covenants and agreements contained herein, the Company and the Optionee hereby
agree as follows:
1. Grant of Option.
The Company hereby grants to the Optionee incentive stock options
(collectively, the "Option") to purchase all or any part of the number of Shares
shown at the end of this Agreement on the terms and conditions hereinafter set
forth. This Option is intended to be treated as an incentive stock option under
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code").
2. Purchase Price.
The purchase price ("Purchase Price") for the Shares covered by the
Option shall be the dollar amount per Share set forth at the end of this
Agreement.
3. Time of Exercise of Option.
This Option shall be first exercisable as to 25% of the Shares on each
of the first four anniversary dates of this Agreement.
To the extent the Option is not exercised by the Optionee when it
becomes exercisable, it shall not expire, but shall be carried forward and shall
be exercisable, on a cumulative basis, until the Expiration Date, as hereinafter
defined.
4. Term of Options; Exercisability.
(a) Term.
(i) Each Option shall expire on the date
shown at the end of this Agreement (the "Expiration
Date"), as determined by the Board of Directors of
the Company (the "Board").
(ii) Except as otherwise provided in this
Section 4, if the Optionee's employment by the
Company is terminated, the Option granted to the
Optionee hereunder shall terminate on the earlier of
ninety days after the date the Optionee's employment
by the Company is terminated, or (ii) the date on
which the Option expires by its terms.
(iii) If the Optionee's employment is
terminated by the Company for cause or because the
Optionee is in breach of any employment agreement,
such Option will terminate on the date the Optionee's
employment is terminated by the Company.
(iv) If the Optionee's employment is
terminated by the Company because the Optionee has
become permanently disabled (within the meaning of
Section 22(e)(3) of the Code), such Option shall
terminate on the earlier of (i) one year after the
date such Optionee's employment by the Company is
terminated, or (ii) the date on which the option
expires by its terms.
(v) In the event of the death of the
Optionee, the Option granted to such Optionee shall
terminate on the earlier of (i) one year after the
date such optionee's employment by the Company is
terminated; or (ii) the date on which the option
expires by its terms.
(b) Exercisability.
(i) Except as provided below, if the
Optionee's employment by the Company is terminated,
the Option granted to the Optionee hereunder shall be
exercisable only to the extent that the right to
purchase shares under such Option has accrued and is
in effect on the date the Optionee's employment by
the Company is terminated.
(ii) If the Optionee's employment is
terminated by the Company because he or she has
become permanently disabled, as defined above, the
option granted to the Optionee hereunder shall be
immediately exercisable as to the full number of
Shares covered by such Option, whether or not under
the provisions of Section 3 hereof such Option was
otherwise exercisable as of the date of disability.
(iii) In the event of the death of the
Optionee, the Option granted to such Optionee may be
exercised to the full number of Shares covered
thereby, whether or not under the provisions of
Section 3 hereof the Optionee was entitled to do so
at the date of his or her death, by the executor,
administrator or personal representative of such
Optionee, or by any person or persons who acquired
the right to exercise such Option by bequest or
inheritance or by reason of the death of such
Optionee.
5. Manner of Exercise of Option.
(a) To the extent that the right to exercise the Option has accrued and
is in effect, the option may be exercised in full or in part by giving written
notice to the Company stating the number of Shares exercised and accompanied by
payment in full for such Shares. No partial exercise may be made for less than
one hundred (100) full shares of Common Stock. Payment may be either wholly in
cash or in whole or in part in Shares already owned by the person exercising the
Option, valued at fair market value as of the date of exercise; provided,
however, that payment of the exercise price by delivery of Shares already owned
by the person exercising the Option may be made only if such payment does not
result in a charge to earnings for financial accounting purposes as determined
by the Board. Upon such exercise, delivery of a certificate for paid-up,
non-assessable Shares shall be made at the principal office of the Company to
the person exercising the option, not less than thirty (30) and not more than
ninety (90) days from the date of receipt of the notice by the Company.
(b) The Company shall at all times during the term of the Option
reserve and keep available such number of Shares as will be sufficient to
satisfy the requirements of the Option.
6. Non-Transferability.
The right of the Optionee to exercise the option shall not be
assignable or transferable by the Optionee otherwise than by will or the laws of
descent and distribution, and the Option may be exercised during the lifetime of
the Optionee only by him or her. The Option shall be null and void and without
effect upon the bankruptcy of the Optionee or upon any attempted assignment or
transfer, except as hereinabove provided, including without limitation any
purported assignment, whether voluntary or by operation of law, pledge,
hypothecation or other disposition contrary to the provisions hereof, or levy of
execution, attachment, trustee process or similar process, whether legal or
equitable, upon the Option.
7. Representation Letter and Investment Legend.
(a) In the event that for any reason the Shares to be issued upon
exercise of the Option shall not be effectively registered under the Securities
Act of 1933, as amended (the "1933 Act"), upon any date on which the option is
exercised in whole or in part, the person exercising the Option shall give a
written representation to the Company in the form attached hereto as Exhibit 1
and the Company shall place an "investment legend", so-called, as described in
Exhibit 1, upon any certificate for the Shares issued by reason of such
exercise.
(b) The Company shall be under no obligation to qualify Shares or to
cause a registration statement or a post-effective amendment to any registration
statement to be prepared for the purposes of covering the issue of Shares.
8. Adjustments on Changes in Capitalization.
Adjustments on changes in capitalization and the like shall be made in
accordance with the Plan, as in effect on the date of this Agreement.
9. No Special Employment Rights.
Nothing contained in the Plan or this Agreement shall be construed or
deemed by any person under any circumstances to bind the Company to continue the
employment of the Optionee for the period within which this Option may be
exercised. However, during the period of the Optionee's employment, the Optionee
shall render diligently and faithfully the services which are assigned to the
Optionee from time to time by the Board or by the executive officers of the
Company and shall at no time take any action which directly or indirectly would
be inconsistent with the best interests of the Company.
10. Rights as a Shareholder.
The Optionee shall have no rights as a shareholder with respect to any
Shares which may be purchased by exercise of this option unless and until a
certificate or certificates representing such Shares are duly issued and
delivered to the Optionee. Except as otherwise expressly provided in the Plan,
no adjustment shall be made for dividends or other rights for which the record
date is prior to the date such stock certificate is issued.
11. Withholding Taxes.
Whenever Shares are to be issued upon exercise of this Option, the
Company shall have the right to require the Optionee to remit to the Company an
amount sufficient to satisfy all Federal, state and local withholding tax
requirements prior to the delivery of any certificate or certificates for such
Shares. The Company may agree to permit the Optionee to withhold Shares
purchased upon exercise of this Option to satisfy the above-mentioned
withholding requirement.
IN WITNESS HEREOF, the Company has caused this Agreement to be
executed, and the optionee has hereunto set his or her hand and seal, all as of
the day and year first above written.
GREEN MOUNTAIN COFFEE, INC. OPTIONEE
By: /s/ Robert P. Stiller /s/ James K. Prevo
_____________________ ________________________
Robert P. Stiller James K. Prevo
President
7,000
________________________
Number of Shares
$5.625
________________________
Purchase Price Per Share
January 8, 2009
________________________
Expiration Date
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Balance Sheet dated 1/16/99 and the Statement of Operations for the
sixteen weeks ended 1/16/99 and is qualified in its entirety by reference
to such financial statements.
</LEGEND>
<CIK> 0000909954
<NAME> Green Mountain Coffee, Inc.
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> OTHER
<FISCAL-YEAR-END> SEP-25-1999
<PERIOD-START> SEP-27-1998
<PERIOD-END> JAN-16-1999
<CASH> 647
<SECURITIES> 0
<RECEIVABLES> 5,297
<ALLOWANCES> 270
<INVENTORY> 5,145
<CURRENT-ASSETS> 12,719
<PP&E> 20,995
<DEPRECIATION> 10,426
<TOTAL-ASSETS> 24,009
<CURRENT-LIABILITIES> 5,400
<BONDS> 8,857
0
0
<COMMON> 355
<OTHER-SE> 9,691
<TOTAL-LIABILITY-AND-EQUITY> 24,009
<SALES> 20,068
<TOTAL-REVENUES> 20,068
<CGS> 12,540
<TOTAL-COSTS> 12,540
<OTHER-EXPENSES> 4,968
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 300
<INCOME-PRETAX> 865
<INCOME-TAX> 324
<INCOME-CONTINUING> 541
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 541
<EPS-BASIC> 0.15
<EPS-DILUTED> 0.15
</TABLE>
