Amendment No. 2 to Stock Option Agreement between Gardenburger, Inc. and Paul F. Wenner
This amendment updates the stock option agreement between Gardenburger, Inc. and Paul F. Wenner. The main change is to extend the expiration date of the stock option to January 31, 2007. It also clarifies that the option cannot be exercised after this date, even in the event of the optionee's death. All other terms of the original agreement remain unchanged.
EXHIBIT 10.4
AMENDMENT NO. 2 TO STOCK OPTION AGREEMENT
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| Gardenburger, Inc., formerly known as Wholesome & Hearty Foods, Inc., an Oregon corporation |
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| Optionee: |
| Paul F. Wenner |
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| Original Agreement: |
| That Paul F. Wenner Stock Option Agreement dated effective as of January 20, 1992, as previously amended in June 2001 |
AGREEMENT
In consideration of the mutual covenants set forth in this Amendment No. 2, Company and Optionee mutually agree as follows:
1. Section 3(a) of the Original Agreement is amended to read as follows:
“The Option shall expire January 31, 2007.”
2. Section 4(d) of the Original Agreement is amended to read as follows:
“In no event (including death of Optionee) may this Option be exercised after January 31, 2007.”
3. Except as expressly provided in this Amendment, the Original Agreement will remain in full force and effect.
Dated December 22, 2003.
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| GARDENBURGER, INC. | |
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| By: | /s/Scott C. Wallace |
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| Scott C. Wallace |
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| President and Chief Executive Officer |
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| /s/Paul F. Wenner | |
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| Paul F. Wenner | |
