**Exhibit10.15**

 

NON-OFFICER ANDNON-DIRECTOR STOCK OPTION PLAN

 

OF

 

ARDEN GROUP, INC.

 

1.                                       Purpose

 

The purpose of this Non-Officer and Non-Director StockOption Plan of Arden Group, Inc. (the “Plan”) is to secure for Arden Group,Inc. (the “Company”) the benefits arising from stock ownership by selectedemployees of the Company and its subsidiary corporations, who are neitherexecutive officers nor directors of the Company and who are important to thesuccess and the growth of the business of the Company.  The Plan will provide a means whereby suchpersons will be given an opportunity to purchase shares of the Common Stock ofthe Company under stock options.

 

2.                                       Definitions

 

“Act” means the Securities Act of 1933, as amended.

 

“Board” means the Board of Directors of the Company.

 

“Committee” means the Compensation Committee of theBoard.

 

“Company” shall have the meaning set forth in Section1 hereof.

 

“Common Stock” means shares of the Company’s Class ACommon Stock, $.25 par value.

 

“Fair Market Value” means (i) if the Common Stock isthen listed on a national securities exchange, the closing sales price of theCommon Stock on the day such value is determined on the principal securitiesexchange on which such stock is then listed, or if there is no reported sale onthat day, the average of the bid and asked quotations on such exchange on thatday, or (ii) if the Common Stock is then publicly traded in the NASDAQ NationalMarket System, the closing sales price of the Common Stock as reported by theNASDAQ National Market System on the day such value is determined, or if thereis no reported sale on that day, the average of the bid and asked quotations onthat day, or (iii) if the Common Stock is then publicly traded in theover-the-counter market (other than the NASDAQ National Market System), themean between the closing bid and asked prices of the Common Stock in theover-the-counter market on the day such value is determined or, if no shareswere traded that day, on the next preceding day on which there was such atrade, or (iv) if the Common Stock is not then separately quoted or publiclytraded, the fair market value on the date such value is to be determined, asdetermined in good faith by the Committee.

 

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“Grantee” means an employee of the Company or itssubsidiary corporations to whom an Option is granted.

 

“Internal Revenue Code” means the Internal RevenueCode of 1986, as amended.

 

“Option” means any right to purchase, at a price andfor the Term fixed by the Committee in accordance with the Plan and subject tosuch other limitations and restrictions as the Committee may impose, the numberof shares of Common Stock specified by the Committee.

 

“Option Agreement” means a written agreement in a formapproved by the Committee to be entered into by the Company and the Grantee.

 

“Plan” shall have the meaning set forth in Section 1hereof.

 

“Subsidiary corporation” shall have the definition ofa subsidiary corporation contained in section 424 of the Internal Revenue Code.

 

“Successor” means the legal representative of theestate of a deceased Grantee or the person or persons who shall acquire theright to exercise an Option by bequest or inheritance or by reason of the deathof the Grantee.

 

“Term” means the period during which a particularOption may be exercised.

 

3.                                       Administrationof the Plan

 

(a)                                  ThePlan shall be administered by the Committee.

 

(b)                                 TheCommittee shall adopt such rules of procedure as it may deem proper; provided,however, that it may only take action upon the agreement of a majority of thewhole Committee.  Any action which theCommittee shall take through a written instrument signed by all of its membersshall be as effective as though taken at a meeting duly called and held.

 

(c)                                  Thepowers of the Committee shall include plenary authority to interpret the Plan,and, subject to the provisions hereof, to determine when and to whom Optionsshall be granted, the number of shares subject to each Option, the method andmedium of payment and the Term of each Option.

 

(d)                                 TheCommittee’s determinations under the Plan need not be uniform and may be madeby it selectively among persons who receive, or are eligible to receive, grantsunder the Plan (whether or not such persons are similarly situated).  Without limiting the generality of theforegoing, the Committee shall be entitled, among other things, to makenon-uniform and selective determinations, and to enter into non-uniform andselective Option Agreements as to the persons to receive Options under thePlan.

 

4.                                       Grantof Options: Number and Source of Shares Subject to the Plan

 

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(a)                                  TheCommittee may from time to time grant Options under the Plan for not more thanSeventy Thousand (70,000) shares of Common Stock (subject to adjustment asprovided in Section 11 hereof) which will be provided from authorized andunissued Common Stock and which are not reserved for some other purpose.

 

(b)                                 Thedate of grant of an Option shall be the date specified by the Committee whichdate shall not be earlier than the date the Committee action is final.

 

(c)                                  Sharesof Common Stock, as to which Options previously granted shall for any reasonlapse, shall be restored to the total number available for grant of Options.

 

5.                                       PersonsEligible to Receive Options

 

Options may be granted under the Plan to selectedemployees of the Company or one or more of its subsidiary corporations, ifany.  Executive officers or directors ofthe Company shall not be eligible to receive Options under the Plan.  Eligibility shall be determined by theCommittee and such determination shall be final and conclusive upon allpersons.

 

6.                                       OptionPrice, Payment, and Withholding

 

(a)                                  Theprice per share to be paid by the Grantee to the Company upon exercise of anOption shall be such price as determined by the Committee but shall not be lessthan 100% of the Fair Market Value of the shares of Common Stock subject to theOption on the date such Option is granted. The aggregate Option price shall be paid at the time of the exercise ofthe Option in full in cash or by check. In the sole discretion of the Committee, payment of the aggregate Optionprice may be made in whole or in part by delivery by Grantee of shares ofpreviously acquired Common Stock having a Fair Market Value (determined as ofthe date such Option was exercised) equal to all or part of the aggregateOption price and, if and to the extent applicable, cash or a check for anyremaining portion of the aggregate Option price.

 

(b)                                 Inconnection with the exercise of an Option and as a condition of delivery of theshares issuable upon exercise thereof, the Grantee shall remit or, inappropriate cases agree to remit when due, an amount sufficient to satisfy allcurrent or estimated future federal, state and local withholding taxrequirements and any federal social security or other employment tax or othertax requirements relating thereto.  Ifpermitted by the Committee in its sole discretion, the Grantee may satisfy, inwhole or in part, the foregoing withholding requirement by delivery of sharesof previously acquired Common Stock having a Fair Market Value (determined asof the date such Option was exercised) equal to all or part of the aggregatewithholding taxes and, if permissible and applicable, cash or a check payableto the Company for any remaining portion of the aggregate withholding taxes.

 

(c)                                  Ifrequested by the Committee, prior to the acceptance of shares of Common Stockas provided in subparagraph (a) or (b) of this Section 6, the Grantee shallsupply the Committee with written representations and warranties, includingwithout limitation a representation and warranty that the Grantee has good andmarketable title to such shares free and clear of liens and encumbrances.

 

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(d)                                 TheCommittee in its sole discretion may permit a Grantee to elect to pay theOption price upon exercise of an Option by authorizing a third party to sellshares of Common Stock (or a sufficient portion of the shares) acquired uponexercise of such Option and remit to the Company a sufficient portion of thesale proceeds to pay the entire Option price and any tax withholding resultingfrom such exercise.

 

7.                                       Termof Options; Exercise of Option During Life of Grantee

 

(a)                                  EachOption granted under the Plan shall not be exercisable during the first yearfrom the date the Option was granted and shall be exercisable as to (i) no morethan twenty-five percent (25%) of the total number of shares subject to theOption during the second year from the date the Option was granted, (ii) nomore than fifty percent (50%) of the total number of shares subject to theOption during the third year from the date the Option was granted, (iii) nomore than seventy-five percent (75%) of the total number of shares subject tothe option during the fourth year from the date the Option was granted and (iv)all shares subject to the Option from and after the fourth anniversary of thedate the Option was granted.  No Optiongranted hereunder shall be for a Term exceeding five (5) years.

 

(b)                                 Subsequentto the grant of an Option, the Committee may accelerate, at any time beforesuch Option becomes fully exercisable, the time or times at which such Optionmay be exercised in whole or in part.

 

(c)                                  Optionsshall be exercised by delivering or mailing to the Company, Attention: ChiefFinancial Officer:

 

(i)                                     anotice, in the form prescribed by the Committee, specifying the number ofshares to be purchased; and

 

(ii)                                  thetotal consideration therefor, as specified in the Option Agreement relatingthereto.

 

(d)                                 Uponreceipt of such notice and payment, the Company shall promptly deliver to theGrantee a certificate or certificates for the shares purchased, without chargeto the Grantee for any issue or transfer tax.

 

(e)                                  TheCommittee may postpone any exercise of an Option for such time as the Committeein its sole discretion may deem necessary or condition the exercise thereof insuch manner as the Committee may determine in order to permit the Company withreasonable diligence (i) to effect or maintain the listing of such shares onany securities exchanges or in the NASDAQ Stock Market, or (ii) to effect ormaintain registration or qualification under the Act, or any applicable statestatute, of the Plan or the shares issuable upon the exercise of the Option, or(iii) to determine that the Plan and issuance of such shares are exempt fromregistration or qualification and in connection therewith to require (x) as acondition of the issuance of shares upon exercise of the Option, that theGrantee represent and agree that the Grantee is acquiring shares of CommonStock upon exercise of such Option for investment and without a view to thedistribution or resale thereof in violation of the Act and any applicable statesecurities law and (y) that the certificates evidencing such shares bear alegend setting forth such representation. The Company shall not be obligated by virtue of any Option Agreement orany provision of the 

 

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Plan to recognize the exercise of an Option or to sell or issue sharesin violation of the Act or of the law of any state having jurisdictionthereof.  Any such postponement shallnot extend the Term of an Option; and neither the Company nor its directors orofficers shall have any obligation or liability to the Grantee of an option, orto the Grantee’s Successor, with respect to any shares as to which the Optionshall lapse because of such postponement.

 

(f)                                    Unlessthe Committee, in its sole discretion, permits otherwise, Options granted underthe Plan shall be nontransferable other than by will or by the laws of descentand distribution and an Option may be exercised during the lifetime of theGrantee only by the Grantee.

 

(g)                                 Uponthe exercise of an Option by the Grantee, the stock certificate or certificatesmay, at the request of the Grantee, be issued in the Grantee’s name and thename of another person as joint tenants with right of survivorship.

 

(h)                                 AnOption may contain such other terms, provisions and conditions not inconsistentwith the Plan as may be determined by the Committee.

 

8.                                       Terminationof Option

 

The unexercised portion of any Option granted underthe Plan shall automatically and without notice terminate and become null andvoid at the time of the earliest to occur of the following:

 

(a)                                  Theexpiration of not more than five (5) years from the date on which such Optionwas granted;

 

(b)                                 Theexpiration of thirty (30) days from the date of termination (other than atermination described in Sections 8(d) and (e) below or on account of death) ofthe Grantee’s employment with the Company or its subsidiary corporations orsuch shorter period as may be determined by the Committee upon the grantingthereof, provided that if the Grantee shall die during such thirty-day (orshorter) period, the provisions of Section 8(c) below shall apply;

 

(c)                                  Theexpiration of one (1) year or such shorter period as may be determined by theCommittee upon the granting thereof, following the date of the Grantee’s deathif such death occurs during his or her employment with the Company or itssubsidiary corporations;

 

(d)                                 Theexpiration of one (1) year or such shorter period as may be determined by theCommittee upon the granting thereof, from the date of termination of theGrantee’s employment with the Company or its subsidiary corporations if suchtermination is attributable to a disability of the Grantee within the meaningof Section 22(e)(3) of the Internal Revenue Code (the Committee shall have the rightto determine whether the Grantee’s termination is attributable to a disabilityof the Grantee within the meaning of Section 22(e)(3) of the Internal RevenueCode, such determination of the Committee to be final and conclusive);

 

(e)                                  Unlessotherwise determined by the Committee upon the granting thereof, the date oftermination of the Grantee’s employment with the Company or its subsidiary 

 

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corporations, if such termination constitutes or is attributable to abreach by the Grantee of an employment agreement with the Company or itssubsidiary corporations or if the Grantee is discharged for cause (theCommittee shall have the right to determine whether the Grantee has beendischarged for cause and the date of such discharge, such determination of theCommittee to be final and conclusive); and

 

(f)                                    Theexpiration of such period of time or the occurrence of such event as theCommittee in its sole discretion may provide upon the granting thereof.

 

9.                                       Rightto Terminate Employment or other Relationship

 

Nothing contained in the Plan or in any Option grantedpursuant to the Plan shall obligate the Company or its subsidiary corporationsto continue to employ or engage any employee in such or in any other capacitywith the Company or its subsidiary corporations, nor confer upon any employee,any right to continue in the employ of or in any other capacity with theCompany or its subsidiary corporations, nor limit in any way the right of theCompany or its subsidiary corporations to amend, modify or terminate anyperson’s compensation or employment agreement, if any, at any time.

 

10.                                 Stockholders’Rights

 

No person shall have any rights of a stockholder byvirtue of a grant of an Option except with respect to shares actually issued tothat person upon the exercise thereof.

 

11.                                 Adjustments

 

In the event that the shares of stock subject to thePlan shall be changed into or exchanged for a different number or kind ofshares of stock or other securities of the Company or of another corporation(whether by reason of merger, consolidation, recapitalization,reclassification, split-up, combination of shares, or otherwise) or if thenumber of such shares of stock shall be increased solely through the payment ofa stock dividend, then there shall be substituted for, or added to, each shareof stock of the Company theretofore appropriated or thereafter subject or whichmay become subject to an option under the Plan, the number and kind of sharesof stock or other securities into which each outstanding share of stock of theCompany shall be so changed, or for which each such share shall be exchanged,or to which each such share shall be entitled, as the case may be.  Outstanding Options shall also beappropriately amended as to price and other terms as may be necessary toreflect the foregoing events.  In theevent there shall be any other change in the number or kind of the outstandingshares of stock of the Company subject to the Plan, or of any stock or othersecurities into which such stock shall have been changed, or for which it shallhave been exchanged, then if the Committee, in its sole discretion, determinesthat such change equitably requires an adjustment in any Option theretoforegranted or which may be granted under the Plan or the terms, such adjustmentsshall be made in accordance with such determination.

 

Fractional shares resulting from any adjustment inOptions pursuant to this Section 11 shall be eliminated.  Notice of any adjustment shall be given bythe Company to each holder of an Option which shall have been so adjusted andsuch adjustment (whether or not such notice is given) shall be final andconclusive for all purposes of the Plan.

 

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The Committee shall have the power, in the event ofany merger or consolidation of the Company with or into any other corporation,the merger or consolidation of any other corporation into the Company, or thesale of all or substantially all of the assets and business of the Company toanother corporation, to amend all outstanding Options to permit the exercise ofall such Options prior to the effectiveness of any such merger, consolidationor sale of assets and to terminate such Options as of such effectiveness.  In such event, the Company shall givewritten notice of such amendment and termination to the Grantees of suchOptions and such Options shall terminate on such date as may be specified bythe Committee in its discretion, provided, however, that such date shall not beless than fifteen (15) days after the date of such written notice.  If the Committee shall exercise such power,all Options then outstanding and subject to such requirement shall be deemed tohave been amended to permit the exercise thereof in whole or in part by theGrantee at any time or from time to time as determined by the Committee priorto the effectiveness of such merger, consolidation or sale of assets and suchOptions shall be deemed to terminate as specified in the preceding sentence.

 

12.                                 Proceedsfrom Sale of Stock

 

Proceeds from the sale of stock pursuant to Optionsgranted under the Plan shall be added to the general funds of the Company.

 

13.                                 Termination,Suspension or Modification of Plan

 

The Board may at any time terminate, suspend, or modifythe Plan.  No termination, suspension,or modification of the Plan shall adversely affect any right acquired by anyGrantee or any Successor under the terms of an Option granted before the dateof such termination, suspension, or modification, unless such Grantee orSuccessor shall consent; but it shall be conclusively presumed that anyadjustment for changes in capitalization as provided in Section 11 shall notadversely affect any such right. Subject to the foregoing provisions of this Section 13, the Boardexpressly reserves the right, in its sole discretion, to amend or modify theterms and provisions of the Plan and of any outstanding Options thereunder tothe extent necessary to qualify any or all Options for such favorable federalincome tax treatment (including deferral of taxation upon exercise) as may beafforded employee stock options under the Internal Revenue Code or anyamendment thereto or other statutes or regulations which become effective afterthe effective date of the Plan.

 

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