EXHIBIT

10.14




 




FORM OF


AMENDMENT TO NON-EMPLOYEE DIRECTOR


PHANTOM STOCK UNIT AGREEMENT




 




This AMENDMENT TO NON-EMPLOYEE DIRECTOR PHANTOM STOCK

UNIT AGREEMENT (the “Amendment”), dated as of December 9, 2002, is made by and

between Arden Group, Inc., a Delaware corporation (the “Company”), and

_____________________ (the “Unit Holder”), with reference to the following

facts:




 




A.                                   The

Company and the Unit Holder are parties to a Non-Employee Director Phantom

Stock Unit Agreement dated as of _____________ , ________ (the “Agreement”).




 




B.                                     On

December 9, 2002, the Board of Directors of the Company approved an amendment

to the Agreement to accelerate the vesting of the Unit Holder’s Units under the

Agreement in the event of the Unit Holder’s death or disability.




 




C.                                     The

parties hereto desire to amend the Agreement as set forth herein in order to

memorialize the amendment thereto approved by the Board of Directors.




 




NOW, THEREFORE, it is agreed as follows:




 




1.                                       Amendment

of Vesting Provisions.  Paragraph

2(b) of the Agreement is hereby amended to add at the end thereof the following

sentence:




 




“Notwithstanding the foregoing, if at any time prior

to the vesting in full of all Units the Unit Holder’s service as a member of

the Board is terminated due to the Unit Holder’s death or disability (as

disability is defined Paragraph 4 below), then all unexercised Units covered

hereby that have not vested and become exercisable as of the effective date of

the Unit Holder’s termination of service due to death or disability shall be deemed

to have vested and become immediately exercisable in full effective on and as

of such date of termination of service.”




 




2.                                       Amendment

of Provision Regarding Payment upon Death/Disability.  Paragraph 4 of the Agreement is hereby

amended to read in its entirety as follows:




 




“Upon the termination of the service of the Unit

Holder as a member of the Board due to the death of the Unit Holder or

disability of the Unit Holder within the meaning of Section 22(e)(3) of the

Internal Revenue Code of 1986, as amended (the Board 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 Internal Revenue Code

of 1986, as amended, such determination of the Board to be final and

conclusive), while serving in such capacity, all unexercised Units covered

hereby that have not vested and become exercisable as of the effective date of

the Unit Holder’s termination of service for death or disability shall vest and

become immediately exercisable in full effective as of such date of termination

of service and the Company shall pay such Unit Holder (or the legal

representative of the estate of the deceased Unit Holder or the person or

persons




 




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who acquire the right to receive payment for a Unit by

bequest or inheritance or reason of the death of the Unit Holder; hereinafter

“Successor”), in complete satisfaction of all unexercised Units held by such

Unit 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 the

Unit Holder had exercised the right and option to be paid for all then

unexercised Units held by the Unit Holder on the date of such service

termination.  Such payment shall be made

by the Company to the Unit Holder or the Unit Holder’s Successor, as the case

may be, within 30 days after the date of such termination.”




 




3.                                       Miscellaneous.  Except as expressly provided in this

Amendment, the Agreement is not being amended or modified and shall remain in

full force and effect in accordance with its terms.  This Amendment and any rights and obligations arising hereunder

shall be governed and construed in accordance with the laws of the State of

California.  This Amendment shall be

binding upon and shall operate for the benefit of the Company and the Unit

Holder and his successors.




 




IN WITNESS WHEREOF, the parties have executed this

Amendment as of the day and year first above written.




 




	

  ARDEN GROUP, INC.


  	

  UNIT HOLDER:


  
	

   


  	

   


  
	

   


  	

   


  
	

  By:


  	

   


  	

   


  	

   


  	

   


  
					





 




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