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Option Agreement > CARIBOU COFFEE COMPANY, INC. 2005 EQUITY INCENTIVE PLAN STOCK OPTION GRANT AND AGREEMENT
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CARIBOU COFFEE COMPANY,
INC.
2005 EQUITY INCENTIVE
PLAN
STOCK OPTION GRANT AND
AGREEMENT
Caribou Coffee
Company, Inc., a Minnesota corporation (“Caribou”), in
accordance with the Caribou Coffee Company, Inc. 2005 Equity
Incentive Plan (“Plan”), hereby grants an Option to
Michael Tattersfield (“Optionee”) to purchase from
Caribou 500,000 shares of Stock at an Option Price per share of
$1.74. This Option is subject to all of the terms and conditions
set forth in this Option Agreement and in the Plan and is granted
effective as of August 1, 2008 (the “Grant
Date”).
§1
Plan . This Option is subject to all the terms and
conditions set forth in this Option Agreement and in the Plan,
which is herein incorporated by reference. All capitalized terms
not otherwise defined in this Option Agreement shall have the
respective meaning of such terms as defined in the Plan. If a
determination is made that any term or condition set forth in this
Option Agreement is inconsistent with the Plan, the Plan shall
control. A copy of the Plan will be made available to Optionee upon
written request to the Committee.
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(a)
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Vesting . Optionee shall vest in this Option
in accordance with the following vesting schedule:
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(1)
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Optionee shall be vested with
respect to 25% of the shares of Stock subject to this Option
(rounding down to the nearest whole number) if he remains an
Employee or Director until the first anniversary of the Grant
Date;
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(2)
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Optionee shall be vested with
respect to another 25% of the shares of Stock subject to this
Option (rounding down to the nearest whole number) if he remains an
Employee or Director until the second anniversary of the Grant
Date;
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(3)
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Optionee shall be vested with
respect to another 25% of the shares of Stock subject to this
Option (rounding down to the nearest whole number) if he remains an
Employee or Director until the third anniversary of the Grant Date;
and
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(4)
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Optionee shall be vested with
respect to the remaining shares of Stock subject to this Option
(rounding down to the
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nearest whole
number) if he remains an Employee or Director until the fourth
anniversary of the Grant Date.
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Notwithstanding the vesting schedule
set forth in this §2, Optionee shall be fully vested with
respect to 100% of the shares of Stock subject to this Option if he
remains an Employee or Director until the date of a Change in
Control. If Optionee continues to hold this Option following
termination of Optionee’s employment or status as a Director
as provided in §2(d), the vested interest in the Option shall
not be increased by the occurrence of a Change in Control that
occurs after the effective date of the termination of
Optionee’s employment or status as a Director.
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(b)
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Change in Control
. In the case of a
Change in Control, the Option shall be subject to the provisions of
§14 of the Plan with respect to such Change in
Control.
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(c)
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Life of Option
. Except for the right
to exercise the Option (to the extent vested) for the period
provided in §2(d) following the termination of
Optionee’s employment or status as a Director, Optionee shall
have the right to exercise this Option (to the extent it is vested
under the vesting schedule in §2(a) on such date) until the
earlier of (i) the date that the Option is exercised,
cancelled in full or otherwise expires, or (ii) the tenth
anniversary of the Grant Date.
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(d)
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Termination of Employment or Status
as a Director . If Optionee ceases to be an
Employee or a Director of Caribou and all of its Affiliates and
Subsidiaries for any reason prior to the date Optionee is permitted
to exercise this Option, Optionee shall retain this Option to the
extent it is vested under the vesting schedule in §2(a) as of
the date the Optionee’s employment or status as a Director
terminated, and shall be permitted to exercise this Option to the
extent vested during the ninety (90) day period following the
effective date of Optionee’s termination of employment or
status as a Director, provided, however, if the Optionee’s
employment or status as a Director is terminated due to death,
h
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