**Exhibit 10.17****STOCK OPTION AGREEMENT**     This Stock Option Agreement (the “**Agreement**”) is entered into as of August 25, 2005 byand between Calavo Growers, Inc., a California corporation (the “**Company**”), and__________________________ (the “**Option Holder**”).**RECITALS**     A.     The Company has adopted the 2005 Stock Incentive Plan (the “**Plan**”). The OptionHolder has had an opportunity to review the Plan.     B.     The Option Holder is a director, officer and/or employee of the Company and, therefore, iseligible to receive option grants under the Plan. This Agreement is intended by the parties toevidence the Company’s grant to the Option Holder of an option to purchase shares of its commonstock.     NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration,the receipt and sufficiency of which hereby are acknowledged, the Company and the Option Holderhereby agree as follows:     **1.**     **Option Grant and Exercise Price**.          **(a)**     Effective as of the date set forth in the first paragraph of this Agreement, the Companyhereby grants to the Option Holder the right and option (the “**Option**”) to purchase, on theterms and conditions set forth in this Agreement and in the Plan, ___________________ (________)shares of its common stock, par value $0.001 per share (“**Common Stock**”), at an exerciseprice of Nine Dollars and Ten Cents ($9.10) per share. The Option exercise price is equal to or inexcess of the fair market value of the Common Stock on the Option grant date as determined inaccordance with Section 6.1.9 of the Plan.          **(b)**     The Option is not intended by the Company and the Option Holder to be an incentive stockoption within the meaning of Section 422 of the Internal Revenue Code of 1986, as amended.     **2.**     **Vesting and Term of the Option**.          **(a)**     **Option Vesting****.**Subject to the terms and conditions of this Agreement, the Optionshall fully vest and become exercisable as to all _________________ (________) shares of Common Stock thatare covered by the Option on August 25, 2006, but only if the closing price of the Common Stock onthe Nasdaq National Market (or other principal market on which the Common Stock is traded) onAugust 25, 2006 is at least Eleven Dollars ($11.00) per share. If the closing price of the CommonStock is less than $11.00 per share on August 25, 2006, then the Option shall fully vest and becomeexercisable on the first date after August 25, 2006 on which the closing price of the Common Stockis at least $11.00 per share. The Option Holder shall at no time be allowed to exercise anyportion of the Option prior to its vesting date.
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          **(b)**     **Option Term**. Subject to the possibility of earlier termination as described inSection 2(c), the Option shall terminate on August 25, 2010, and no portion of the Option may beexercised on or after August 25, 2010.          **(c)**     **Early Option Termination**. If for any reason the Option Holder ceases to be adirector, officer or employee of the Company or of a subsidiary of the Company, any portion of theOption that has vested and is unexercised at the date of the termination of the Option Holder’sservice may be exercised in whole or in part at any time within ninety days after the date of theOption Holder’s service termination but not thereafter, provided that the Option may in no event beexercised on or after the Option termination date described in Section 2(b). If the Option has notvested as of the date that the Option Holder’s service terminates, the Option shall not beexercisable by the Option Holder at any time after the termination of his service. The Option isalso subject to early termination upon the occurrence of a “Corporate Transaction” that isdescribed in Section 6.1.2 of the Plan.     **3.**     **Manner of Exercising the Option**. The Option Holder may exercise the vested Optionin whole or in part prior to the Option’s termination, provided that a partial exercise of theOption may not be for fewer than one hundred (100) shares of Common Stock unless fewer than onehundred (100) shares subject to the vested Option remain unexercised, in which event the entireremaining portion of the Option must be exercised at one time. The Option shall not be exercisablewith respect to a fraction of a share of Common Stock. The Option Holder may exercise the vestedOption, in whole or in part, by delivering to the Company’s Controller written notice of exercisein the form of the notice attached to this Agreement. Such notice shall specify the number ofshares of Common Stock to be purchased and shall be accompanied by payment of the purchase priceof the shares. No shares shall be issued by the Company until full payment of the purchase pricehas been made.     **4.**     **Payment of the Option Exercise Price**. Unless the Company’s Board of Directors (the“**Board**”) elects in its discretion to allow one of the alternative methods of paymentdescribed in Section 6.1.6 of the Plan (including, without limitation, a so-called cashless Optionexercise conducted through a broker), payment of the exercise price of the shares of Common Stocksubject to the exercised portion of the Option shall be made by the Option Holder’s delivery to theCompany of a check payable to the order of the Company. As provided in Section 6.1.7 of the Plan,the Company has the right to require the Option Holder to satisfy any applicable withholdingobligations at the time of the exercise of the Option.     **5.**     **Transferability of the Option****.**          **(a)**     Except as provided in this Section 5, the Option Holder may not assign or otherwisetransfer the Option, either voluntarily or by operation of law, other than by will or the laws ofdescent and distribution, and the Option shall be exercisable during the Option Holder’s lifetimeonly by the Option Holder or by the Option Holder’s legal representative. Following the death ofthe Option Holder, the Option shall be exercisable by the Option Holder’s legal representative,executor and beneficiaries.          **(b)**     The Option Holder may assign and transfer part or all of the Option to a family member orfamily trust during the Option Holder’s lifetime but only if: (i) the transfer is
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made by a gift and not for consideration; (ii) the transferee is a “family member” (including,without limitation, a family trust) as defined in General Instruction A.1(a)(5) of Form S-8 underthe Securities Act of 1933, as amended (the “**Securities Act**”); (iii) the Option Holdergives the Company at least ten days’ prior written notice of the proposed transfer; and (iv) thetransferee executes and delivers to the Company any documents requested by the Company (including,without limitation, a counterpart of this Agreement) in order to document the transfer. Any suchtransferee of all or part of the Option shall be bound by all of the terms and conditions of thePlan and this Agreement, and the Option Holder shall be personally liable to the Company for anybreach by the transferee of any of the terms of the Plan or this Agreement.     **6.**     **Securities Law Compliance**. As provided in Section 10.1 of the Plan, no shares ofCommon Stock shall be issued or delivered upon exercise of the Option unless and until the Boarddetermines that the exercise of the Option and the issuance and delivery of such shares pursuantthereto will comply with all relevant provisions of law, including, without limitation, theSecurities Act, applicable state and foreign securities laws and the requirements of any stockexchange or Nasdaq market system upon which the Common Stock may be listed.     **7.**     **Incorporation by Reference of the Plan****.**The Plan and all of its terms andconditions, as amended from time to time, are incorporated by reference into this Agreement. TheOption Holder acknowledges that he has received and reviewed a copy of the Plan. This Agreement isnot a complete restatement of all of the terms and conditions of the Plan. The Company and theOption Holder agree to be bound by the Plan, as amended from time to time, and agree that the termsand conditions of the Plan shall govern if and to the extent that there are any inconsistenciesbetween the Plan and this Agreement. If the Plan is administered by a committee as permitted bySection 4.1 of the Plan, references in this Agreement to the Board shall, as appropriate, applyinstead to such committee.     **8.**     **Option Holder’s Representations and Warranties****.**In connection with the receipt ofthe Option pursuant to this Agreement and in contemplation of the Option Holder’s purchase ofshares of Common Stock upon exercise of the Option, the Option Holder hereby agrees, represents andwarrants as follows; provided that all of the following agreements, representations and warrantiesshall be deemed to have been given again by the Option Holder as of the date that he exercises theOption:          **(a)**     **Access to Information**. The Option Holder has had a sufficient opportunity toreview (i) the Plan, (ii) the Prospectus that the Company has distributed regarding the Plan, and(iii) all registration statements, annual and periodic reports and proxy and information statementsthat the Company has filed with the Securities and Exchange Commission (the “**SEC**”) duringthe preceding twelve months. Neither the Company nor any of its officers, directors, employees orother agents has made any representation or recommendation to the Option Holder about theadvisability of the Option Holder’s purchase of the shares of Common Stock that are subject to theOption.          **(b)**     **Ability to Bear Investment Risk**. The Option Holder is aware that any purchase ofstock involves an element of risk. The Option Holder can afford to bear the risks of an investmentin the Company. The Option Holder has sufficient knowledge and experience in financial andinvestment matters to enable him to evaluate the merits and risks of the proposed
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purchase of the shares of Common Stock subject to the Option and to make an informedinvestment decision. The Option Holder has had a sufficient opportunity to consult with hisadvisers about the merits and legal implications of the proposed transaction.          **(c)**     **Resale Restrictions**. The Option Holder understands that: (i) neither the SEC norany state or other regulatory authority has made any recommendation or finding concerning the valueof the shares of Common Stock subject to the Option; and (ii) the shares may be offered, sold orotherwise transferred by the Option Holder only if the transaction is registered and qualifiedunder the applicable provisions of federal and state securities laws or if the shares can be soldunder Rule 144 of the Securities Act or if another exemption from such registration andqualification is available. The Option Holder agrees not to sell, pledge or otherwise transfer anyof the shares of Common Stock acquired upon exercise of the Option except in full compliance withall applicable federal and state securities laws, rules and regulations.          **(d)**     **Applicability to Transferees**. If the Option Holder transfers part or all of theOption to a family member or family trust pursuant to Section 5(b), the transferee shall be deemedto have made all of the representations, warranties and agreements that are set forth in thisSection 8, and the Option Holder shall be personally liable to the Company for any and all losses,damages, expenses and liabilities (including, but not limited to, court costs and reasonableattorneys’ fees) that the Company may incur as a result of any breach of such representations,warranties and agreements by the transferee.          **(e)**     **No Continuing Employment Right**. The Option Holder understands that nothing in thePlan or this Agreement gives the Option Holder a right to continue in the employment of the Companyor a subsidiary and that, if the Option Holder is a director, nothing in the Plan or this Agreementgives the Option Holder a right to continue to serve as a director of the Company.     **9.**     **Miscellaneous Provisions****.**          **(a)**     **Further Instruments**. The Company and the Option Holder agree to execute suchfurther instruments and to take such further actions as may be reasonably necessary to carry outthe intent of this Agreement.          **(b)**     **Provisions Subject to Applicable Law**. If any provision of this Agreement is heldby an arbitrator or a court of competent jurisdiction to be invalid, void or unenforceable, theremaining provisions shall nevertheless continue in full force and effect without being impaired orinvalidated in any way and shall be construed in accordance with the purposes and intent of thisAgreement.          **(c)**     **Complete Agreement**. This Agreement and the Plan constitute the complete andexclusive agreement between the Company and the Option Holder with respect to the subject matterherein and replace and supersede any and all other prior written and oral agreements or statementsby the parties relating to such subject matter.          **(d)**     **Successors and Assigns**. Subject to the provisions of this Agreement and the Planrelating to the transferability of the Option and the shares of Common Stock acquired
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upon exercise of the Option, this Agreement shall be binding upon and inure to the benefit ofthe Company and the Option Holder and their respective successors and assigns. Wheneverappropriate in this Agreement, references to the Company or the Option Holder shall be deemed torefer to such person’s legal representative, estate or other transferees, successors or assigns, asapplicable.          **(e)**     **Notices**. Any notice required or permitted to be given to the Company or theOption Holder must be in writing and personally delivered or sent by registered or certified UnitedStates mail (postage prepaid and return receipt requested), by overnight delivery service or byfacsimile transmission, addressed to the address hereinafter shown below such party’s signature orto such other address as the party may designate in the foregoing manner to the other party. Anysuch notice that is sent by the Company or the Option Holder in the foregoing manner shall bedeemed to have been delivered upon (i) personal delivery, (ii) actual receipt by facsimiletransmission, (iii) three days after deposit in the United States mail, or (iv) one day afterdelivery to an overnight delivery service.          **(f)**     **Amendment and Termination**. This Agreement may be amended or terminated only by awriting executed by both the Company and the Option Holder.          **(g)**     **Counterparts**. This Agreement may be executed by facsimile and in twocounterparts, each of which shall be deemed an original, but both of which shall constitute one andthe same instrument.          **(h)**     **Governing Law; Enforcement of this Agreement****.**               (i)     This Agreement shall be governed by, and construed and enforced in accordance with, theinternal laws of the State of California without giving effect to such state’s conflict-of-lawprinciples.               (ii)     To the fullest extent permitted by applicable law, all disputes concerning theinterpretation or enforcement of this Agreement shall be submitted to final and bindingconfidential arbitration, before one arbitrator, in accordance with the applicable ComprehensiveArbitration Rules and Procedures of JAMS in effect on the date of such arbitration including,without limitation, the discovery rights that are expressly provided by the ComprehensiveArbitration Rules and Procedures of JAMS. All arbitration proceedings shall be conducted in LosAngeles, California or Ventura, California and shall be administered by JAMS. Each party consentsto such venue and jurisdiction and agrees that personal jurisdiction over such party for purposesof the arbitration proceeding or for any court action that is permitted by this Agreement may beeffected by service of process addressed and delivered as provided above in Section 9(e).               (iii)      A party shall be entitled to initiate an arbitration proceeding if a dispute cannot beresolved amicably within thirty days after the other party has been notified in writing of theexistence of the dispute. The parties shall attempt to agree upon the arbitrator, who shall be aretired California state or federal court judge who is on the JAMS panel of arbitrators. If theparties cannot agree upon an arbitrator within fifteen days after the matter is submitted forarbitration, a retired California state or federal court judge from the JAMS panel of
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arbitrators promptly shall be appointed in accordance with the applicable rules of JAMS toserve as the sole arbitrator. Each party shall have the right to be represented by counsel in thearbitration proceeding and, if required by JAMS, the arbitration proceeding shall comply with theJAMS “Minimum Standards of Procedural Fairness for Employment Arbitration.”               (iv)     The arbitrator is instructed to interpret and enforce this Agreement in strict accordancewith its terms, and the arbitrator shall not have the right or power to alter or amend any term ofthis Agreement except to the limited extent expressly provided above in Section 9(b), entitledProvisions Subject to Applicable Law. The arbitrator is required to apply applicable substantivelaw in making an award, and the arbitrator is required to issue a written decision that summarizesthe findings and conclusions upon which the award is based. An award of the arbitrator that is inviolation of the requirements of either of the two immediately preceding sentences shall constitutean action that exceeds the arbitrator’s power under this Agreement and, as such, may be vacated bya court of competent jurisdiction. The arbitrator’s award may be enforced in any court havingjurisdiction over the matter. Notwithstanding the preceding provisions of this Section 9(h), eachparty is entitled to bring an action for temporary or preliminary injunctive relief at any time inany court of competent jurisdiction in order to prevent immeasurable and irreparable injury thatmight result from a breach of this Agreement. Each party agrees that all rights to a trial bya jury of any claim arising out of or relating to this Agreement are forever and absolutelywaived.               (v)     To the fullest extent permitted by applicable law, the unsuccessful party to anyarbitration proceeding or to any court action that is permitted by this Agreement shall pay to theprevailing party all costs and expenses, including, without limitation, reasonable attorneys’ fees,incurred in the arbitration proceeding or the court action by the successful party, all of whichshall be included in and as a part of the award rendered in the proceeding or action. For purposesof this paragraph, attorneys’ fees shall include, without limitation, fees incurred in connectionwith post-judgment and post-award actions. Notwithstanding the preceding provisions of thisparagraph, if required by applicable California law, the Company shall pay the fees of thearbitrator and all other fees that are charged by JAMS in connection with the arbitrationproceeding.[signature page follows]
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     IN WITNESS WHEREOF, the Company and the Option Holder have executed and delivered thisAgreement as of the day and year first written above.      CALAVO GROWERS, INC.