EXHIBIT 10.2


 


AMENDMENT NO. 3 TO STOCK OPTION
AGREEMENT


 


	
  Company:

  	
   

  	
  Gardenburger, Inc.,
  formerly known as Wholesome & Hearty Foods, Inc., an Oregon corporation

  
	
   

  	
   

  	
   

  
	
  Optionee:

  	
   

  	
  Paul F. Wenner

  
	
   

  	
   

  	
   

  
	
  Agreement:

  	
   

  	
  Paul F. Wenner Stock
  Option Agreement dated effective as of January 20, 1992, as previously
  amended in June 2001, and by Amendment No. 2 dated December 22,
  2003

  



 


AGREEMENT


 


In consideration
of the mutual covenants set forth in this Amendment No. 3,


 


Company
and Optionee mutually agree as follows:


 


1.                                       Section
4 of the Agreement is amended to read as follows:


 


“4.                                 Termination
of Employment.  In the event that
employment of Optionee with the Company is terminated, Optionee may exercise
the Option (to the extent exercisable at the date of his termination) within
three (3) months after the date of such termination; provided, however, that:


 


“(a)                            If
Optionee’s employment is terminated because he is disabled within the meaning
of Section 422 of the Internal Revenue Code of 1986, as amended, then
Optionee shall have one (1) year rather than three (3) months to exercise the
Option (to the extent exercisable at the date of his termination).


 


“(b)                           If
the Optionee dies, then Optionee’s legal representative or a person who
acquired the right to exercise such Option by bequest or inheritance or by
reason of the death of Optionee may exercise the Option, but Optionee’s legal
representative or a person who acquired the right to exercise such Option by
bequest or inheritance or by reason of the death of Optionee must exercise the
Option prior to the expiration date of this Agreement or within one (1) year
after the date of Optionee’s death, whichever period is shorter.


 


“(c)                            If
Optionee’s employment is terminated for cause, this Option shall terminate
immediately.


 


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“(d)                           If
Optionee is a director of the Company on the date of his termination of
employment, this Option will remain exercisable until three (3) months after
the date that Optionee ceases to be a director of the Company.


 


“(e)                            In
no event (including death of Optionee) may this Option be exercised after
January 31, 2007.”


 


2.                                       Except
as expressly provided in this Amendment, the Agreement will remain in full
force and effect.


 


	
  Dated:             May 12, 2004.

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  GARDENBURGER, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  By: /S/

  	
  Scott C. Wallace

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Scott C. Wallace

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  President and Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  /s/Paul F. Wenner

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
  Paul F. Wenner

  
									



 


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