EXHIBIT

10.15.1




 




FORM OF


STOCK OPTION AGREEMENT




 




THIS STOCK OPTION AGREEMENT (the “Agreement”), dated

this ______ day of ______________, ______, by and between Arden Group, Inc., a

Delaware corporation (the “Company”), and _____________________ (the “Option

Holder”), is made with reference to the following facts:




 




A.                                   The

Company is desirous of providing additional incentives to the Option Holder in

rendering services to and on behalf of the Company and, in order to accomplish

this result, has determined to grant the Option Holder the right and option to

purchase shares of the Class A Common Stock, $.25 par value per share, of the

Company pursuant to the Company’s Non-Officer and Non-Director Stock Option

Plan (the “Plan”) on the terms and conditions set forth herein.




 




B.                                     The

Option Holder is desirous of accepting said stock option on the terms and

conditions set forth herein.




 




NOW, THEREFORE, it is agreed as follows:




 




1.                                       Grant.  The Company grants to the Option Holder the

right and option to purchase, on the terms and conditions hereinafter set forth

(the “Option”), all or any part of an aggregate of _____________________

(____________) shares of the Class A Common Stock, $.25 par value per share, of

the Company (the “Class A Common Stock”) at a purchase price of

_________________ Dollars ($______) per share, exercisable from time to time in

accordance with the provisions of this Agreement and the Plan during a period

commencing on the date hereof and expiring at the close of business on the date

which is five years from the date of grant of this Option (the date of grant

being the date hereof) (the “Expiration Date”).  This Option will not be treated as an “incentive stock option” as

defined in Section 422 of the Internal Revenue Code of 1986, as amended (the “Code”),

or any regulations promulgated thereunder.




 




2.                                       Exercise

of Option.




 




(a)                                  The

Option Holder may exercise any then exercisable portion of this Option by

delivering or mailing to the Company, Attention: Chief Financial Officer, a

notice of exercise, in the form prescribed by the Company, specifying therein

the number of shares of Class A Common Stock he has elected to purchase,

accompanied by (i) payment (A) in cash or by check payable to the order of the

Company for the purchase price per share multiplied by the number of shares to

be purchased (the “Aggregate Purchase Price”) or (B) in whole or in part by

delivery by the Option Holder of shares of previously acquired Class A Common

Stock having a Fair Market Value (determined as of the date of such exercise of

this Option) equal to all or part of the Aggregate Purchase Price and, if and

to the extent applicable, cash or a check made payable to the Company for any

remaining portion of the Aggregate Exercise Price and (ii) if required, the

letter described in Paragraph 7.  No

partial exercise of this Option may be for less




 





























 




than One Hundred (100) shares and in no event shall

the Company be required to issue fractional shares.  The exercise of this Option shall not be deemed effective unless

and until the Option Holder has complied with all of the provisions of this

Paragraph 2(a).  For purposes of this

Option, “Fair Market Value” shall mean (i) if the Class A Common Stock is then

listed on a national securities exchange, the closing sales price of the Class

A Common Stock on the day such value is determined on the principal securities

exchange on which such stock is then listed, or if there is no reported sale on

that day, the average of the bid and asked quotations on such exchange on that

day, or (ii) if the Class A Common Stock is then publicly traded in the NASDAQ

National Market System, the closing sales price of the Class A Common Stock as

reported by the NASDAQ National Market System on the day such value is

determined, or if there is no reported sale on that day, the average of the bid

and asked quotations on that day, or (iii) if the Class A Common Stock is then

publicly traded in the over-the-counter market (other than the NASDAQ National

Market System), the mean between the closing bid and asked prices of the Class

A Common Stock in the over-the-counter market on the day such value is

determined or, if no shares were traded that day, on the next preceding day on

which there was such a trade, or (iv) if the Class A Common Stock is not then

separately quoted or publicly traded, the fair market value on the date such

value is to be determined, as determined in good faith by the Compensation

Committee of the Board of Directors of the Company (the “Committee”).




 




(b)                                 This

Option shall not be exercisable during the first year from the date of grant

hereof and thereafter shall be exercisable in installments as to (i) no more

than twenty-five percent (25%) of the total number of shares subject to this

Option during the second year from the date hereof, (ii) no more than fifty

percent (50%) of the total number of shares subject to this Option during the

third year from the date hereof, (iii) no more than seventy-five percent (75%)

of the total number of shares subject to the option during the fourth year from

the date hereof, and (iv) all shares subject to this Option from and after the

fourth anniversary of the date hereof.




 




(c)                                  In

connection with the exercise of this Option and as a condition of delivery of

the shares issuable upon exercise thereof, the Option Holder shall remit when

due an amount sufficient to satisfy all current or estimated future federal,

state and local withholding tax requirements and any federal social security or

other employment tax or other tax requirements relating thereto.  Subject to the right of the Committee (or,

if applicable, the body or persons then administering the Plan) to disapprove

any such election and require Option Holder to pay all of the aggregate

withholding taxes in cash, the Option Holder may elect to satisfy, in whole or

in part, the foregoing withholding requirement by delivering a number of shares

of previously acquired Class A Common Stock having a Fair Market Value

(determined as of the date of exercise of this Option) equal to all or part of

the aggregate withholding taxes and, if applicable, cash or a check payable to

the Company for any remaining portion of the aggregate withholding taxes.  An election by Option Holder to pay any

portion of the aggregate withholding taxes with shares of previously acquired Class

A Common Stock must be made concurrently with the related exercise of this

Option and shall be irrevocable as to the Option Holder once such election is

made.




 




(d)                                 If

requested by the Committee, prior to the acceptance of shares of Class A Common

Stock as provided in subparagraph (a) or (c) of this Paragraph 2, the Option

Holder




 




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shall supply the Committee with written

representations and warranties, including without limitation a representation and

warranty that the Option Holder has good and marketable title to such shares

free and clear of liens and encumbrances.




 




3.                                       Termination.  The unexercised portion of this Option shall

automatically and without notice terminate and become null and void at the time

of the earliest to occur of the following:




 




(a)                                  The

Expiration Date;




 




(b)                                 The

expiration of thirty (30) days from the date of termination (other than a

termination described in subparagraph (d) and subparagraph (e) below or on

account of death) of the Option Holder’s employment with the Company or its

subsidiary corporations, provided that if the Option Holder shall die during

such thirty-day (or shorter) period, the provisions of subparagraph (c) below

shall apply; provided that no unvested portion of this Option shall vest or

become exercisable during such thirty (30) day period;




 




(c)                                  The

expiration of one (1) year following the date of the Option Holder’s death if

such death occurs during his employment with the Company or its subsidiary

corporations; provided that no unvested portion of this Option shall vest or

become exercisable during such one (1) year period;




 




(d)                                 The

expiration of one (1) year from the date of termination of the Option Holder’s

employment with the Company or its subsidiary corporations if such termination

is attributable to a disability of the Option Holder within the meaning of

Section 22(e)(3) of the Code (the Committee shall have the right to determine

whether the Grantee’s termination is attributable to a disability of the

Grantee within the meaning of Section 22(e)(3) of the Code, such determination

of the Committee to be final and conclusive); provided that no unvested portion

of this Option shall vest or become exercisable during such one (1) year

period; and




 




(e)                                  The

date of termination of the Option Holder’s employment with the Company or its

subsidiary corporations, if such termination constitutes or is attributable to

a breach by the Option Holder of an employment agreement with the Company or

its subsidiary corporations or if the Option Holder is discharged for cause

(the Committee shall have the right to determine whether the Option Holder has

been discharged for cause and the date of such discharge, such determination of

the Committee to be final and conclusive).




 




4.                                       Continued

Employment.  Nothing contained in

the Plan or in this Option shall obligate the Company or any of its subsidiary

corporations to continue to employ or engage the Option Holder as an employee

of the Company or in any other capacity with the Company or any of its

subsidiary corporations, nor confer upon the Option Holder any right to

continue in the employ or in any other capacity with the Company or its

subsidiary corporations, nor limit in any way the right of the Company or its

subsidiary corporations to amend, modify or terminate the Option Holder’s

compensation or employment agreement, if any, at any time.




 




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5.                                       Non-Assignability.  The Option Holder shall not transfer,

assign, pledge or hypothecate in any manner this Option or any of the rights

and privileges granted hereby other than by will or by the laws of descent and

distribution.  This Option is

exercisable during the Option Holder’s lifetime only by the Option Holder.  Upon any attempt by the Option Holder to

transfer this Option or any right or privilege granted hereby other than by

will or by the laws of descent and distribution and contrary to the provisions

hereof, this Option and said rights and privileges shall immediately become null

and void.




 




6.                                       Anti-Dilution.




 




(a)                                  In

the event that the shares of Class A Common Stock subject to this Option shall

be changed into or exchanged for a different number or kind of shares 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 the number of such shares of Class A

Common Stock shall be increased solely through the payment of a stock dividend,

then there shall be substituted for or added to, each share of stock of the

Company theretofore appropriated or thereafter subject to this Option the

number and kind of shares of stock or other securities into which each

outstanding share of stock of the Company 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.  This

Option shall also be appropriately amended as to price and other terms as may

be necessary to reflect the foregoing events. 

In the event there shall be any other change in the number or kind of

the outstanding shares of stock of the Company subject to this Option, or of

any stock or other securities into which such stock shall have been changed, or

for which it shall have been exchanged, then if the Committee, in its sole

discretion, determines that such change equitably requires an adjustment in

this Option, such adjustments shall be made in accordance with such

determination.




 




(b)                                 Fractional

shares resulting from any adjustment in this Option pursuant to this Paragraph

6 shall be eliminated.  Notice of any

adjustment shall be given by the Company to the Option Holder and such

adjustment (whether or not such notice is given) shall be final and conclusive

for all purposes hereof.




 




7.                                       Securities

Law.




 




(a)                                  The

Option Holder agrees that the Committee may postpone any exercise of this

Option for such time as the Committee in its sole discretion may deem necessary

or condition the exercise thereof in such manner as the Committee may determine

in order to permit the Company with reasonable diligence (i) to effect or

maintain the listing of such shares on any securities exchanges or in the

NASDAQ Stock Market, or (ii) to effect or maintain registration or

qualification under the Securities Act of 1933, as amended (the “Act”), or any

applicable state statute, of the shares issuable upon the exercise of this

Option, or (iii) to determine that such shares are exempt from registration or

qualification and in connection therewith to require (x) as a condition of the

issuance of shares upon exercise of the Option, that the Option Holder

represent and agree that the Option Holder is acquiring shares of Class A

Common Stock upon exercise of this Option for investment and without a view to

the distribution or resale thereof in violation of the Act and/or any

applicable state securities law and (y) that the certificates




 




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evidencing such shares bear a legend setting forth

such representation.  The Company shall

not be obligated by virtue of this Agreement or any provision of the Plan to

recognize the exercise of this Option or to sell or issue shares in violation

of the Act or of the law of any state having jurisdiction thereof.  Any such postponement shall not extend the

term of this Option; and neither the Company nor its directors or officers

shall have any obligation or liability to the Option Holder, or to the Option

Holder’s legal representative of his estate or the person(s) who acquire the

right to exercise this Option by bequest or inheritance or by reason of the

death of Option Holder, with respect to any shares as to which this Option

shall lapse because of such postponement.




 




(b)                                 If

upon the date hereof neither this Option or the shares of Class A Common Stock

issuable upon exercise hereof are registered under the Act and/or any

applicable state securities laws, the Option Holder represents that he is

acquiring this Option and shall acquire any shares of Class A Common Stock upon

the exercise hereof in good faith for purposes of investment and without a view

to any distribution thereof in violation of the Act and the rules and

regulations promulgated thereunder or of any applicable state securities laws.  Under such circumstances, the Option Holder

understands that the Company is and will be relying upon the truth and accuracy

of the foregoing representation in granting this Option and issuing the Class A

Common Stock without first registering the issuance thereof under the Act or

applicable state securities laws.  The

Option Holder acknowledges that, if the shares of Class A Common Stock issuable

upon exercise hereof are not so registered, then, until such shares have been

so registered (and the Company is not obligated to register such shares), such

shares must be held indefinitely or until such time, if any, as herein provided

and until such shares are either registered under the Act and/or applicable

state securities laws or transfers may be made pursuant to an exemption from such

registration as is accorded by the Act or the rules and regulations promulgated

thereunder and/or applicable state securities laws.  If such shares are not so registered, the Option Holder agrees

that at the time of any exercise hereunder, he will provide the Company with a

letter embodying the aforementioned expressions of understanding and intent

(and any representations as may be required under federal or state law) and

agrees that any shares issued to him following the exercise of any option arising

hereunder may bear such restrictive legend as the Company may deem necessary to

reflect the status of such shares under the Act and/or applicable state

securities laws.  Before consenting to

the removal of such legend and the transfer of any such shares, the Company may

insist upon the delivery to it of an opinion from counsel, satisfactory to it,

that the contemplated transfer does not constitute a violation of the Act

and/or applicable state securities laws.




 




8.                                       Termination

and Acceleration upon Merger.  The

Committee shall have the power, in the event of any merger or consolidation of

the Company with or into any other corporation, the merger or consolidation of

any other corporation into the Company, or the sale of all or substantially all

of the assets and business of the Company to another corporation, to amend this

Option to permit the exercise of this Option prior to the effectiveness of such

merger, consolidation or sale of assets and to terminate this Option as of such

effectiveness.  In such event, the

Company shall give written notice of such amendment and termination to the

Option Holder and this Option shall terminate on such date as may be specified

by the Committee in its discretion, provided, however, that such date shall not

be less than fifteen (15) days after the date of such written notice.  If the Committee shall exercise such power,

this Option shall be deemed




 




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to have been amended to permit the exercise hereof in whole or in part

as determined by the Committee prior to the effectiveness of such merger,

consolidation or sale of assets and this Option shall be deemed to terminate as

specified in the preceding sentence.




 




9.                                       Rights

as a Stockholder.  Neither the

Option Holder nor any other person legally entitled to exercise this Option

shall be entitled to any of the rights or privileges of a stockholder of the

Company in respect to any shares issuable upon any exercise of this Option

unless and until a certificate or certificates representing such shares shall

have been actually issued and delivered to such person.




 




10.                                 Notices.  Whenever under this Agreement notice is

required to be given in writing, it shall be deemed to have been duly given

upon personal delivery, upon deposit with an air courier guaranteeing overnight

delivery, or two (2) days after deposit in mail if mailed by registered or

certified mail, postage prepaid, to the Company at the address set forth below

or to Option Holder at the address set forth on the last page hereof (or to

such other address as either party shall have indicated to the other party by

notice in accordance with this Paragraph):




 




Company:                                          Arden

Group, Inc.




2020 South Central Avenue




Compton, California 90220




Attention: Chief Financial Officer




 




11.                                 Benefit.  Except as otherwise specifically provided

herein, this Agreement shall be binding upon and shall operate for the benefit

of the Company and the Option Holder and his successors.




 




12.                                 Governing

Law.  This Agreement and any rights

and obligations arising hereunder shall be governed and construed in accordance

with the laws of the State of California.




 




13.                                 Entire

Agreement.  This Agreement

represents the entire agreement between the parties hereto regarding options on

the Company’s Class A Common Stock and supersedes any and all prior or

contemporaneous written or oral agreements or discussions between the parties

and any other person or legal entity concerning the transactions contemplated

herein.  Except as otherwise expressly

provided herein, this Agreement cannot be amended or modified except by a

written instrument executed by the parties hereto.




 




14.                                 Construction.  The headings of the Paragraphs are for

reference purposes only and shall not affect in any way the meaning or

interpretation of this Agreement.  If

any of the provisions of this Agreement shall be unlawful, void or for any

reason unenforceable, they shall be deemed separable from, and shall in no way

affect the validity or enforceability of, the remaining provisions of this

Agreement.




 




15.                                 Further

Acts.  The parties hereto agree to

execute and deliver such further instruments as may be reasonably necessary to

carry out the intent of this Option.




 




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IN WITNESS WHEREOF, the parties have executed this

Stock Option Agreement as of the day and year first above written.




 




	

  ARDEN GROUP, INC.


  	

  OPTION HOLDER:


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

  Address for Notice:


  
	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  
						





 




 




The undersigned, the

spouse of Option Holder, does hereby agree to be bound by the terms of the

foregoing Stock Option Agreement.




 




	

  Dated 


  	

   


  	

   


  	

   


  	

  ,


  	

   


  	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  
	

   


  	

   


  	

   


  





 




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