Exhibit 10.2
WINN-DIXIE STORES,
INC.
EQUITY INCENTIVE
PLAN
FORM OF NON-QUALIFIED STOCK
OPTION AWARD AGREEMENT
THIS AGREEMENT
is made by and between WINN-DIXIE
STORES, INC. , a Florida corporation (the
“Company”), and
, (“Optionee”), as of
, 200_.
RECITALS
A. The Company has adopted and
approved the Winn-Dixie Stores, Inc. Equity Incentive Plan (the
“Plan”), a copy of which is attached to this Agreement;
and
B. The Committee appointed to
administer the Plan has determined that Optionee is eligible to
participate in the Plan and that it would be to the advantage and
best interest of the Company and its stockholders to grant the
Option provided for herein to Optionee; and
C. This Agreement is prepared in
conjunction with and under the terms of the Plan. Terms used herein
but not otherwise defined herein shall have the meanings ascribed
to such terms in the Plan; and
D. Optionee has accepted the grant
of the Option and agreed to the terms and conditions hereinafter
stated.
NOW THEREFORE, IN CONSIDERATION
OF THE FOREGOING RECITALS AND OF THE PROMISES AND CONDITIONS HEREIN
CONTAINED, IT IS AGREED AS FOLLOWS:
ARTICLE I
GRANT OF OPTION
Section 1.1 - Grant of
Option.
Subject to the provisions of this
Agreement and the provisions of the Plan, the Company has granted
effective [INSERT GRANT DATE] (the “Effective Date”) to
Optionee the right and option to purchase all or any part of
[INSERT NUMBER OF SHARES] shares of the Company’s common
stock, par value $.001 per share (“Stock”). The Option
granted pursuant to this Agreement is not intended to qualify as an
“incentive stock option” within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended
(the “Code”).
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W INN -D IXIE S TORES , I NC .
N ON -Q UALIFIED S TOCK O PTION A WARD A GREEMENT
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P AGE 2
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Section 1.2 - Exercise
Price.
The exercise price of the Option for
each share of Stock subject to the Option shall be equal to
$[•] per share of Stock subject to the Option.
ARTICLE II
VESTING AND
EXERCISABILITY
Section 2.1 - Vesting and
Exercisability.
(a) Vesting Schedule. Except as
otherwise provided herein or in the Plan, the Option shall become
100 percent vested on June 30, 200_, if Optionee has
continuously provided services to the Company, a Subsidiary or
Affiliate or has been continuously employed by the Company, a
Subsidiary or Affiliate until such date. Prior to becoming 100
percent vested, the Option shall become exercisable in three
cumulative installments as follows and shall remain exercisable
until the seventh anniversary of the date of grant (the
“Option Term”), subject to the forfeiture provisions
set forth in Section 2.2(a):
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%
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Number of Shares
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Date First Available
For Exercise
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33%
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[ ]
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[June 30, 200_]
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33%
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[June 30, 200_]
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34%
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[June 30, 200_]
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(b) Accelerated Vesting. If during
the Option Term a Change in Control occurs, the Option shall become
100 percent vested and exercisable (regardless of the extent to
which such Option was then vested) as of the date of such Change in
Control, notwithstanding any other provisions of the Plan or this
Agreement.
(c) Post-Termination Vesting. If
during the Option Term the Optionee’s employment or service
terminates as a result the Company’s termination of the
Optionee without Cause (other than as a result of death or
Disability) or the Optionee’s resignation for Good Reason and
the Optionee continues to comply with Section 4.3 of this
Agreement, the Option shall continue to vest pursuant to
Section 2.1(a) following the date of such termination of the
Optionee’s employment or service, and the Optionee shall have
the remainder of the Option Term to exercise such Option. For
purposes of this Agreement, “Disability” means (i) the
Grantee’s inability to engage in any substantial gainful
activity by reason of any medically determinable physical or mental
impairment which can be expected to result in death or can be
expected to last for a continuous period of not less than 12
months, (ii) the Grantee is, by reason of any medically
determinable physical or mental impairment which can be expected to
result in death or can be expected to last for a continuous period
of not less than 12 months, receiving income replacement benefits
for a period of not less than three months under an accident or
health plan covering employees of the Company or (iii) the
Grantee’s inability due to any physical or mental impairment
to perform his substantial job functions for a period of 180 days
during any 365 day period. For purposes of this Agreement, Grantee
shall have the right to resign his employment for “Good
Reason” if any of the following events occur without the
Grantee’s consent: (i) a
