EX-10.1 Amendment to Special Stock Option Plan






EXHIBIT 10.1




Amendment to the

National Beverage Corp.

Special Stock Option Plan




     This Amendment (the “Amendment”) is made this 31st day of December, 2008, by
National Beverage Corp. (the “Corporation”) and is effective January 1, 2005 to the extent
necessary to comply with Section 409A of the Internal Revenue Code of 1986, as amended (the
“Code”) and otherwise effective December 31, 2008.



W I T N E S S E T H:




     WHEREAS, the Corporation previously adopted the National Beverage Corp. Special Stock Option
Plan (the “Plan”);



     WHEREAS, the Corporation has been administering the Plan in compliance with Section 409A of
the Code; and



     WHEREAS, the Corporation now desires to amend the Plan in the manner herein provided to comply
with the requirements of Section 409A of the Code.



     NOW, THEREFORE, BE IT RESOLVED that the Plan be amended as follows:




	1.	 	The Plan is hereby amended by adding the following as a new Section 9:





     “9. Compliance with Section 409A.




     9.1 In General. The Plan is intended to comply in form and operation with the
requirements of Section 409A of the Code and the applicable regulations and other guidance
of general applicability that is issued thereunder (“Section 409A”). It is the intention
of the Corporation that any amounts considered deferred compensation pursuant to this Plan
shall not be included in the gross income of the participants or their beneficiaries until
such time as the deferred amounts are distributed from the Plan. At all times, this Plan
shall be interpreted and operated (i) in accordance with the requirements of Section 409A,
unless an exemption from Section 409A is available and applicable, and (ii) to maintain the
exemption from Section 409A of Awards designed to meet the short-term deferral exception
under Section 409A, and (iii) to preserve the status of deferrals made prior to the
effective date of Section 409A as exempt from Section 409A (i.e., to preserve the
grandfathered status of Awards that were vested as of, and not modified after, December 31,
2004).



 









 






     Any discretionary authority with respect to an Award, which may exist under the terms
of the Award or the other terms of this Plan, shall not be applicable to an Award that is
subject to Section 409A to the extent such discretionary authority would conflict with
Section 409A. In the event that any Award shall be deemed not to comply with
Section 409A, then neither the Corporation, the Board, the Board Committee nor its or their
designees or agents, nor any of their affiliates, assigns or successors (each a “protected
party”) shall be liable to any participant or other person for actions, inactions,
decisions, indecisions or any other role in relation to the Plan by a protected party if
made or undertaken in good faith or in reliance on the advice of counsel (who may be
counsel for the Corporation), or made or undertaken by someone other than a protected
party.




     9.2 Specified Employees. With respect to participants who are “specified
employees” under Section 409A, a payment due to “separation from service” (within the
meaning of Section 409A) may not be made before the date that is six months after the date
of separation from service (or, if earlier, the date of death of the participant), except
as may be otherwise permitted pursuant to Section 409A.”



     Except as hereby amended, the Plan shall remain in full force and effect.



     IN WITNESS WHEREOF, the undersigned has executed this Amendment as of the date first written
above.



	 	 	 	 	 
	 	NATIONAL BEVERAGE CORP.

 	 
	 	By:  	/s/
George R. Bracken
 	 
	 	 	George R. Bracken 	 
	 	 	Senior Vice President — Finance