Annual Report — Form 10-K
Filing Table of Contents
Document/Exhibit Description Pages Size
1: 10-K Odwalla, Inc. Form 10-K 61 334K
2: EX-4.1 Warrant to Purchase Common Stock, Feb. 10, 1999 9 39K
3: EX-4.2 Warrant to Purchase Common Stock, May 22, 1997 6 25K
4: EX-10.1 Form of Indemnification Agreement 14 62K
6: EX-10.19 Important Notice and Agreement 4 15K
5: EX-10.5 Business Loan Agreement, July 12, 2001 35 121K
7: EX-21.1 Subsidiaries of the Registrant 1 4K
8: EX-23.1 Consent of Independent Accountants 1 5K
EX-10.19 — Important Notice and Agreement
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Exhibit 10.19
ODWALLA, INC.
IMPORTANT NOTICE AND AGREEMENT REGARDING TREATMENT OF
VESTED AND UNVESTED OPTIONS IN TENDER OFFER
UNDER THE ODWALLA, INC.
STOCK OPTION PLAN ADOPTED IN 1993,
1994 NON-EMPLOYEE DIRECTORS' STOCK OPTION PLAN AND
AMENDED AND RESTATED 1997 STOCK OPTION/STOCK ISSUANCE PLAN
1. Attached as Exhibit A is a summary prepared by our stock plan administrator,
which specifies all outstanding options you have been granted (the
"Options") to acquire shares of Odwalla, Inc. ("Odwalla") common stock in
accordance with an Option Agreement(s) under the Odwalla Stock Option Plan
adopted in 1993, the Odwalla 1994 Non-Employee Directors' Stock Option Plan
and/or the Odwalla Amended and Restated 1997 Stock Option/Stock Issuance
Plan (as applicable, collectively and individually, the "Plan"). This Notice
and Agreement explains the effect on your Options of the tender offer by The
Coca-Cola Company ("TCCC") to purchase all outstanding Odwalla common stock
in exchange for a cash payment at a price of $15.25 per share (the "Offer"),
and the subsequent merger of a subsidiary of TCCC with and into Odwalla
resulting in Odwalla becoming a wholly-owned subsidiary of TCCC (the
"Merger"). PLEASE READ THROUGH THIS NOTICE AND AGREEMENT CAREFULLY, AS IT
PROVIDES INSTRUCTIONS FOR WHAT YOU MUST DO TO OBTAIN A CASH PAYMENT FOR YOUR
OPTIONS.
2. On October 29, 2001 the Odwalla Board of Directors, by entering into the
Agreement and Plan of Merger among TCCC, TCCC Acquisition Corp. (formerly
known as Perry Phillip Corp.) and Odwalla dated October 29, 2001 (the
"Merger Agreement") resolved to automatically accelerate and fully vest all
outstanding options under the Plan upon the completion of the Offer (the
"Expiration Date") for each option holder who executes and returns to
Odwalla this Notice and Agreement. Accordingly, all of your Options that are
not vested immediately prior to the Expiration Date will automatically
accelerate and become fully exercisable upon the Expiration Date, subject to
the conditions that you timely execute and return this Notice and Agreement
to Odwalla and the successful completion of the Offer in accordance with the
terms of the Merger Agreement. The Expiration Date is currently scheduled
for December 6, 2001, although it is possible it could be extended in
accordance with the terms of the Offer.
3. Pursuant to the terms of the Merger Agreement, the Plan and all your Options
thereunder will be cancelled and terminated in connection with the Offer and
Merger. If the Offer is completed, you will be entitled to receive a cash
payment in exchange for the cancellation and termination of your Options in
an aggregate amount equal to (A) the product of (1) the number of shares of
Odwalla common stock subject to your unexercised Options (both vested and
unvested shares) and (2) the excess, if any, of the $15.25 per share Offer
price over the applicable exercise price per share for the purchase of
Odwalla common stock of your
Options, minus (B) all applicable federal, state and local taxes required to
be withheld in respect of such payment (such aggregate amount, the
"Cash-Out"). Your right to a Cash-Out is limited by and subject to the terms
and conditions (including forfeiture) of your Options as set forth in your
Option Agreement and the Plan.
4. When you receive the Cash-Out depends upon whether you properly execute this
Notice and Agreement. If you execute and return this Notice and Agreement in
the enclosed envelope at any time prior to the Expiration Date, your
Cash-Out will be paid to you in a lump sum as soon as administratively
practical after the Expiration Date. However, if you do not execute and
return this Notice and Agreement before the Expiration Date, you will not be
entitled to receive your Cash-Out until the Merger is completed. It is
possible that the completion of the Merger will not occur until several
months after the Expiration Date. THUS, IN ORDER FOR YOU TO RECEIVE YOUR
CASH-OUT AS SOON AS POSSIBLE, YOU MUST EXECUTE AND RETURN THIS NOTICE AND
AGREEMENT BEFORE THE EXPIRATION DATE.
5. If you are an employee or former employee, the Internal Revenue Service will
consider your Cash-Out as the payment of wages for tax purposes, and you
will be taxed at ordinary income rates. As with regular wages or
supplemental wage payments, Odwalla will be required to withhold from your
Cash-Out an amount based on the ordinary income you will recognize. This
paragraph pertaining to the federal income tax consequences resulting from
your receipt of a Cash-Out does not purport to be complete and you should
refer to the applicable provisions of the Code. The tax rules relating to
Options are complex and subject to change, and your personal situation may
be such that some variation of the described consequences applies.
Furthermore, the summary does not address other taxes that may affect you
such as state and local income taxes, state estate, inheritance and gift
taxes and foreign taxes. You are strongly urged to consult with your own tax
advisors before participating in the Cash-Out, exercising any vested Options
or disposing of any shares acquired upon the exercise of your Option.
6. Again, by executing and returning this Notice and Agreement to Odwalla, you
are agreeing to the cancellation and termination of your Options in exchange
for the right to receive a Cash-Out following the Expiration Date, subject
to the completion of the Offer. After returning this Notice and Agreement,
you will have no further rights to acquire the Odwalla common stock
represented by your Options if the Offer is completed. Regardless of whether
or not you execute this Notice and Agreement, any unexercised Options will
automatically expire upon the closing of the Merger and you will be paid the
Cash-Out as soon as administratively practical after either the Expiration
Date (if you execute and return this Notice and Agreement before the
Expiration Date) or the closing of the Merger (if you do not).
7. Any questions about this Notice and Agreement or the effect of the Offer and
Merger on your Options should be directed to Jim Steichen, Chief Financial
Officer, 650-712-5517 or jsteiche@odwalla.com.
Odwalla, Inc.,
a California corporation
By: James R. Steichen
Its: Chief Financial Officer
I acknowledge receipt of a copy of this Notice and Agreement, and represent that
I am familiar with the terms and provisions hereof. I have reviewed this Notice
and Agreement in its entirety, have had an opportunity to obtain the advice of
counsel prior to executing this Notice and Agreement, and fully understand all
provisions of this Notice and Agreement. I hereby accept this Notice and
Agreement subject to all of the terms and provisions hereof, and hereby agree to
accept as binding, conclusive and final all decisions or interpretations of the
Odwalla stock plan administrator upon any questions arising under this Notice
and Agreement. I further agree to notify Odwalla upon any change in my residence
address indicated in this Notice and Agreement if such change should occur prior
to my receipt of the Cash-Out.
Dated: Signed:
----------------------------- -----------------------------
Optionee
PRINT NAME:
-------------------------------------
EXHIBIT A
SUMMARY OF OUTSTANDING OPTIONS TO PURCHASE ODWALLA COMMON STOCK:
[Enlarge/Download Table]
Applicable
Name of Optionee Outstanding Options Option Plan(1) Exercise Price
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(1) The Odwalla, Inc. Stock Option Plan adopted in 1993 is referred to as "Plan
1." The Odwalla, Inc. 1994 Non-Employee Directors' Stock Option Plan is
referred to as "Plan 2." The Odwalla, Inc. Amended and Restated 1997 Stock
Option/Stock Issuance Plan is referred to as "Plan 3."
Dates Referenced Herein
| Referenced-On Page |
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This ‘10-K’ Filing | | Date | | First | | Last | | | Other Filings |
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| | |
| | 12/6/01 | | 1 | | | | | None on these Dates |
Filed on: | | 11/29/01 |
| | 10/29/01 | | 1 |
For Period End: | | 9/1/01 |
| List all Filings |
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