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EXHIBIT 10.4
J & J SNACK FOODS CORP.
DIRECTORS’ AND CONSULTANTS’
DEFERRED COMPENSATION PLAN
Dated as of November 21, 2005
ARTICLE ONE
Deferred Stock Accounts
1.1. Creation of Deferred Stock Accounts . J & J
Snack Foods Corp. (the "Company") shall establish for each
non-management director of the Company or consultants approved by
the Board of Directors (a "Participant") a Deferred Compensation
Stock Account.
1.2. Committee . The Deferred Compensation Plan shall be
administered by a Committee which shall be the Board of Directors
as a whole or such other committee of the Board as may be appointed
from time to time for purposes of administering the Plan.
1.3. Crediting Stock . The Company’s Board of
Directors or committee thereof may establish from time to time the
number of shares of Company stock ("Stock") that are to be credited
to each Participant’s account as full or partial payment for
the annual services of such director or consultant to the
Company.
1.4. Time of Issuance of Stock . Except as provided in
section 1.7 hereof, the Company shall issue shares to a Participant
in the Deferred Compensation Plan on the 30 th day of a
calendar quarter following the date of:
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(i) Retirement as a Director;
(ii) Termination of Board membership;
(iii) Termination of status as a consultant; or
(iv) Death.
Notwithstanding the foregoing, in no event shall any stock be
issued within six (6) months of the Stock being earned or
awarded.
1.5. Adjustment of the Number of Shares in a Deferred
Compensation Stock Account . In the event of any change in the
outstanding shares of the Common Stock by reason of a stock
dividend, stock split, combination of shares, recapitalization,
merger, consolidation, transfer of assets, reorganization,
conversion or what the Committee deems in its sole discretion to be
similar circumstances, the number and kind of shares subject to
this option and the option price of such shares will be
appropriately adjusted in a manner to be determined in the sole
discretion of the Committee.
1.6. Legends on Certificates . At the time of issuance of
Stock pursuant to the Plan, the Company may require such
restrictions, legends or other provisions as it deems necessary to
comply with any federal or state securities laws.
1.7. Delay in Issuing Stock . The Company may delay the
issuance of Stock otherwise required pursuant to Section 1.4 hereof
during any period of time in which the Company deems that the
issuance of Stock may violate a federal, state, local or
securities
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