**EXHIBIT10.14**

 

FORM OFAMENDMENT TO NON-EMPLOYEE DIRECTORPHANTOM STOCK UNIT AGREEMENT

 

This AMENDMENT TO NON-EMPLOYEE DIRECTOR PHANTOM STOCKUNIT AGREEMENT (the “Amendment”), dated as of December 9, 2002, is made by andbetween Arden Group, Inc., a Delaware corporation (the “Company”), and_____________________ (the “Unit Holder”), with reference to the followingfacts:

 

A.                                   TheCompany and the Unit Holder are parties to a Non-Employee Director PhantomStock Unit Agreement dated as of _____________ , ________ (the “Agreement”).

 

B.                                     OnDecember 9, 2002, the Board of Directors of the Company approved an amendmentto the Agreement to accelerate the vesting of the Unit Holder’s Units under theAgreement in the event of the Unit Holder’s death or disability.

 

C.                                     Theparties hereto desire to amend the Agreement as set forth herein in order tomemorialize the amendment thereto approved by the Board of Directors.

 

NOW, THEREFORE, it is agreed as follows:

 

1.                                       Amendmentof Vesting Provisions.  Paragraph2(b) of the Agreement is hereby amended to add at the end thereof the followingsentence:

 

“Notwithstanding the foregoing, if at any time priorto the vesting in full of all Units the Unit Holder’s service as a member ofthe Board is terminated due to the Unit Holder’s death or disability (asdisability is defined Paragraph 4 below), then all unexercised Units coveredhereby that have not vested and become exercisable as of the effective date ofthe Unit Holder’s termination of service due to death or disability shall be deemedto have vested and become immediately exercisable in full effective on and asof such date of termination of service.”

 

2.                                       Amendmentof Provision Regarding Payment upon Death/Disability.  Paragraph 4 of the Agreement is herebyamended to read in its entirety as follows:

 

“Upon the termination of the service of the UnitHolder as a member of the Board due to the death of the Unit Holder ordisability of the Unit Holder within the meaning of Section 22(e)(3) of theInternal Revenue Code of 1986, as amended (the Board shall have the right todetermine whether the Grantee’s termination is attributable to a disability ofthe Grantee within the meaning of Section 22(e)(3) of the Internal Revenue Codeof 1986, as amended, such determination of the Board to be final andconclusive), while serving in such capacity, all unexercised Units coveredhereby that have not vested and become exercisable as of the effective date ofthe Unit Holder’s termination of service for death or disability shall vest andbecome immediately exercisable in full effective as of such date of terminationof service and the Company shall pay such Unit Holder (or the legalrepresentative of the estate of the deceased Unit Holder or the person orpersons

 

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who acquire the right to receive payment for a Unit bybequest or inheritance or reason of the death of the Unit Holder; hereinafter“Successor”), in complete satisfaction of all unexercised Units held by suchUnit Holder on the date of such termination of such service of the Unit Holder,an amount determined in the manner set forth in Paragraph 2 above as if theUnit Holder had exercised the right and option to be paid for all thenunexercised Units held by the Unit Holder on the date of such servicetermination.  Such payment shall be madeby the Company to the Unit Holder or the Unit Holder’s Successor, as the casemay be, within 30 days after the date of such termination.”

 

3.                                       Miscellaneous.  Except as expressly provided in thisAmendment, the Agreement is not being amended or modified and shall remain infull force and effect in accordance with its terms.  This Amendment and any rights and obligations arising hereundershall be governed and construed in accordance with the laws of the State ofCalifornia.  This Amendment shall bebinding upon and shall operate for the benefit of the Company and the UnitHolder and his successors.

 

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

 
| ARDEN GROUP, INC. | UNIT HOLDER: |
|-------------------|--------------|
|              |         |
|              |         |
| By:               |         |   |   |   |
|                   |              |  |  |  |

 

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