Exhibit 10.47
SECOND AMENDED AND RESTATED
FRESH CHOICE, INC.
1988 STOCK OPTION PLAN
(As Amended Through July 12, 2001)
1.
PURPOSE.
THE FRESH CHOICE, INC. 1988 STOCK OPTION PLAN (THE "INITIAL
PLAN") WAS ADOPTED ON FEBRUARY 28, 1989.
THE INITIAL PLAN WAS AMENDED FROM TIME
TO TIME AND THEN SUBSEQUENTLY AMENDED AND RESTATED EFFECTIVE AS OF SEPTEMBER 25,
1992 (THE "PRIOR PLAN").
THE PRIOR PLAN IS HEREBY AMENDED AND RESTATED ON
MARCH 20, 1993 IN ITS ENTIRETY (THE "PLAN") TO ESTABLISH A PROGRAM OF AUTOMATIC
OPTION GRANTS TO CERTAIN INDIVIDUALS WHO ARE MEMBERS OF THE BOARD OF DIRECTORS
OF FRESH CHOICE, INC. WHO ARE NOT EMPLOYEES OF FRESH CHOICE, INC.
THE PLAN IS
ESTABLISHED TO CREATE ADDITIONAL INCENTIVE FOR KEY EMPLOYEES, DIRECTORS AND
CONSULTANTS OF FRESH CHOICE, INC., A DELAWARE CORPORATION, AND ANY SUCCESSOR
CORPORATION THERETO (COLLECTIVELY REFERRED TO AS THE "COMPANY"), AND ANY PRESENT
OR FUTURE PARENT AND/OR SUBSIDIARY CORPORATIONS OF SUCH CORPORATION (ALL OF WHOM
ALONG WITH THE COMPANY BEING INDIVIDUALLY REFERRED TO AS A "PARTICIPATING
COMPANY" AND COLLECTIVELY REFERRED TO AS THE "PARTICIPATING COMPANY GROUP"), TO
PROMOTE THE FINANCIAL SUCCESS AND PROGRESS OF THE PARTICIPATING COMPANY GROUP.
FOR PURPOSES OF THE PLAN, A PARENT CORPORATION AND A SUBSIDIARY CORPORATION
SHALL BE AS DEFINED IN SECTIONS 424(E) AND 424(F) OF THE INTERNAL REVENUE CODE
OF 1986, AS AMENDED (THE "CODE").
2.
ADMINISTRATION.
(A)
ADMINISTRATION BY BOARD AND/OR COMMITTEE.
THE PLAN SHALL BE
ADMINISTERED BY THE BOARD OF DIRECTORS OF THE COMPANY (THE "BOARD") AND/OR BY A
DULY APPOINTED COMMITTEE OF THE BOARD HAVING SUCH POWERS AS SHALL BE SPECIFIED
BY THE BOARD.
ANY SUBSEQUENT REFERENCES HEREIN TO THE BOARD SHALL ALSO MEAN THE
COMMITTEE IF SUCH COMMITTEE HAS BEEN APPOINTED AND, UNLESS THE POWERS OF THE
COMMITTEE HAVE BEEN SPECIFICALLY LIMITED, THE COMMITTEE SHALL HAVE ALL OF THE
POWERS OF THE BOARD GRANTED HEREIN, INCLUDING, WITHOUT LIMITATION, THE POWER TO
TERMINATE OR AMEND THE PLAN AT ANY TIME, SUBJECT TO THE TERMS OF THE PLAN AND
ANY APPLICABLE LIMITATIONS IMPOSED BY LAW.
ALL QUESTIONS OF INTERPRETATION OF
THE PLAN OR OF ANY OPTIONS GRANTED UNDER THE PLAN (AN "OPTION") SHALL BE
DETERMINED BY THE BOARD, AND SUCH DETERMINATIONS SHALL BE FINAL AND BINDING UPON
ALL PERSONS HAVING AN INTEREST IN THE PLAN AND/OR ANY OPTION.
(B)
LIMITATION OF AUTHORITY WITH RESPECT TO DIRECTOR OPTIONS.
NOTWITHSTANDING ANY PROVISION HEREIN TO THE CONTRARY, THE BOARD SHALL HAVE NO
AUTHORITY, DISCRETION, OR POWER TO SELECT THE ELIGIBLE DIRECTORS (AS DEFINED IN
PARAGRAPH 9 BELOW) OF THE COMPANY WHO WILL RECEIVE DIRECTOR OPTIONS (AS DEFINED
IN PARAGRAPH 9 BELOW) UNDER THE PLAN, TO SET THE EXERCISE PRICE OF DIRECTOR
OPTIONS GRANTED UNDER THE PLAN, TO DETERMINE THE NUMBER OF SHARES OF STOCK TO BE
GRANTED UNDER A DIRECTOR OPTION OR THE TIME AT WHICH SUCH OPTIONS ARE TO BE
GRANTED, TO ESTABLISH THE DURATION OF DIRECTOR OPTIONS, OR ALTER ANY OTHER TERMS
OR CONDITIONS SPECIFIED IN THE PLAN WITH RESPECT TO DIRECTOR OPTIONS, EXCEPT IN
THE SENSE OF ADMINISTERING THE PLAN SUBJECT