exv10w10






Exhibit 10.10




NONQUALIFIED

STOCK OPTION AGREEMENT




     THIS NONQUALIFIED STOCK OPTION AGREEMENT (this “Agreement”) is entered into effective as of
_________, 20___(the “Grant Date”), by CRAFT BREWERS ALLIANCE, INC., a Washington corporation (the
“Company”), and _________(the “Holder”).



RECITALS




     A. The Company has adopted the 2002 Stock Option Plan (the “Plan”). Capitalized terms
that are used but not defined in this Agreement will have the meanings given those terms in the
Plan.



     B. The Committee has designated the Holder to receive a stock option under the Plan.



     NOW THEREFORE, the Company and the Holder agree as follows:



     1. Grant of the Option. The Company grants to the Holder a Nonqualified Stock Option (the
“Option”) to acquire from the Company ___shares of Common Stock (the “Shares”) at the price of
___per share (the “Purchase Price”). The Option is subject to all of the provisions of the
Plan and the terms and conditions specified in this Agreement.



     2. Term of the Option. Unless earlier terminated pursuant to the Plan, the Option will
terminate on the earliest to occur of the following: (a) the expiration of three (3) months
following the date of termination of the Holder’s Service for any reason other than death,
Disability or Cause; (b) the expiration of one year following the date of termination of the
Holder’s Service by reason of death or Disability; (c) the date of termination of the Holder’s
Service for Cause; and (d) the tenth anniversary of the Grant Date (_________, 20___).



     3. Exercisability. Except as specified below and in Section 7.2 of the Plan, the Option will
become exercisable (a) as to twenty-five percent (25%) of the Shares on the first anniversary of
the Grant Date, and (b) as to an additional twenty-five percent (25%) of the Shares on each of the
next three anniversaries of the Grant Date. If the Holder’s Service terminates by reason of death
or Disability, the Option will immediately become exercisable in full. Except as provided in
Section 7.2 of the Plan, if the Holder’s Service terminates for any reason other than death or
Disability, the Option thereafter will be exercisable only for the Shares as to which it was
exercisable on the date of termination.



     4. Exercise of the Option. In order to exercise the Option, the Holder must do the following:



     (a) deliver to the Company a written notice, in substantially the form of the attached Exhibit
A, specifying the number of Shares for which the Option is being exercised;



     (b) tender payment to the Company of the aggregate Purchase Price for the



 









 








Shares for which the
Option is being exercised, which amount may be paid —






                (i) by check;



                (ii) by delivery to the Company of shares of Common Stock already owned by the Holder that
have a Fair Market Value, as of the date of exercise, equal to the aggregate Purchase Price
payable;



                (iii) delivery (in a form approved by the Committee) of an irrevocable direction to a
securities broker acceptable to the Committee:




                    (A) To sell Shares subject to the Option and to deliver all or a part of the sales
proceeds to the Company in payment of all or a part of the exercise price and withholding
taxes due; or




                    (B) To pledge Shares subject to the Option to the broker as security for a loan and to
deliver all or a part of the loan proceeds to the Company in payment of all or a part of the
exercise price and withholding taxes due; or



                (iv) by such other means as the Committee, in its sole discretion, may permit at the
time of exercise;



     (c) pay, or make arrangements satisfactory to the Committee for payment to the Company
of, all taxes required to be withheld by the Company in connection with the exercise of the
Option; and



     (d) execute and deliver to the Company any other documents required from time to time
by the Committee in order to promote compliance with applicable laws, rules and regulations.



     5. Tax Withholding and Reimbursement. The Company is authorized to withhold from the Holder’s
other compensation any withholding and payroll taxes imposed on the Company in connection with or
with respect to the exercise or other settlement of the Option (the “Payroll Taxes”). In the event
the Holder is no longer an employee of the Company at the time of exercise or there is insufficient
other income from which to withhold Payroll Taxes, the Holder agrees to pay the Company an amount
sufficient to provide for payment of all Payroll Taxes.



     6. Acceptance of Option; Further Assurances. By executing this Agreement, the Holder accepts
the Option, acknowledges receipt of a copy of the Plan, and agrees to comply with and be bound by
all of the provisions of the Plan and this Agreement. The Holder agrees to from time to time
execute such additional documents as the Company may reasonably require in order to effectuate the
purposes of the Plan and this Agreement.



     7. Entire Agreement; Amendments; Binding Effect. This Agreement, together with the Plan,
constitutes the entire agreement and understanding between the Company and the Holder regarding the
subject matter hereof. Except as permitted by the Plan, no
amendment of the Option or this Agreement, or waiver of any provision of this Agreement or the



 









 





Plan, shall be valid unless in writing and duly executed by the Company and the Holder. The
failure of any party to enforce any of that party’s rights against the other party for breach of
any of the terms of this Agreement or the Plan shall not be construed as a waiver of such rights as
to any continued or subsequent breach. This Agreement shall be binding upon the Holder and his or
her heirs, successors and assigns.



     IN WITNESS WHEREOF, the parties have executed this Agreement as of the day and year first
above written.



	 	 	 	 	 
	“Company”	CRAFT BREWERS ALLIANCE, INC.

 	 
	 	By
 	 
	 	[Name] 	 
	 	[Title] 	 
	 



	 	 	 
	“Holder”

	__________________________________________