-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, RznnWuP57Hy6wnGsKaoZ9Yh54rhVUVlMnhVxO/GLeQV8Cyc8pG+7S6mjVj/IBrGv zDKWtS6FC17xyTuWHfnRvw== 0000950144-97-008880.txt : 19970813 0000950144-97-008880.hdr.sgml : 19970813 ACCESSION NUMBER: 0000950144-97-008880 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 19970812 EFFECTIVENESS DATE: 19970812 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WSMP INC CENTRAL INDEX KEY: 0000067494 STANDARD INDUSTRIAL CLASSIFICATION: BAKERY PRODUCTS [2050] IRS NUMBER: 560945643 STATE OF INCORPORATION: NC FISCAL YEAR END: 0222 FILING VALUES: FORM TYPE: S-8 SEC ACT: 1933 Act SEC FILE NUMBER: 333-33439 FILM NUMBER: 97657450 BUSINESS ADDRESS: STREET 1: P O BOX 399 CITY: CLAREMONT STATE: NC ZIP: 28610 BUSINESS PHONE: 7044597626 MAIL ADDRESS: STREET 1: PO BOX 399 CITY: CLAREMONT STATE: NC ZIP: 28610 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN STEER MOM N POPS INC DATE OF NAME CHANGE: 19880719 FORMER COMPANY: FORMER CONFORMED NAME: MOM N POPS HAM HOUSE INC DATE OF NAME CHANGE: 19810827 S-8 1 WSMP, INC. S-8 1 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- WSMP, INC. (exact name of Registrant as specified in its charter) POST OFFICE BOX 399 CLAREMONT, NORTH CAROLINA 28610 (704)459-7626 (address and telephone number of Registrant's principal executive offices) NORTH CAROLINA 56-0945643 (State of Incorporation) (I.R.S. Employer Identification No.) WSMP, INC. 1997 SPECIAL STOCK OPTION PLAN (Full Title of Plan) MATTHEW V. HOLLIFIELD WSMP, INC. P. O. BOX 399 CLAREMONT, NORTH CAROLINA 28610 (704)459-7626 (Name, address, and telephone number of agent for service of process) Copy to: J. R. SIMPSON II Simpson Aycock, P.A. 204 East McDowell Street Morganton, North Carolina 28655 (704)437-9744 ---------- CALCULATION OF REGISTRATION FEE
========================================================================================================== Title of Proposed Maximum Proposed Amount of Securities to Amount to Offering Price Maximum Aggregate Registration be Registered Be Registered Per Share(1) Offering Price(1) Fee - ---------------------------------------------------------------------------------------------------------- Common Stock 500,000 $12.75 $6,375,000 $1,932 ==========================================================================================================
(1) Estimated pursuant to Rule 457(h) solely for the purpose of calculating the registration fee based upon the mean of the closing bid and asked quotations for the Common Stock on August 7, 1997, as reported by NASDAQ. 2 PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS The information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with Rule 428 under the Securities Act of 1933, as amended (the "Securities Act"). PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. The following documents filed by WSMP, Inc. ("WSMP") with the Securities and Exchange Commission are incorporated in this Registration Statement by reference, except to the extent that any statement or information therein is modified, superseded or replaced by information contained in any other subsequently filed document incorporated by reference. 1. The Registrant's latest annual report filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). 2. All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered by the annual reports referred to in (1), above. 3. The description of the common stock of the Registrant (the "Common Stock") contained in a Registration Statement filed under the Exchange Act, including any amendment or report filed for the purpose of updating such description. All documents subsequently filed by the Registrant or the Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a post-effective amendment which indicates that all shares of Common Stock offered hereby have been sold or which deregisters all shares of Common Stock then remaining unsold, shall be deemed to be incorporated by reference herein and to be part hereof from the date of the filing of such documents. ITEM 4. DESCRIPTION OF SECURITIES Not applicable 1 3 ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL Not applicable ITEM 6. INDEMNIFICATION OF OFFICERS AND DIRECTORS There are no provisions in the Registrant's Restated Articles of Incorporation, and no contracts between the Registrant and its directors and officers nor resolutions adopted by the Registrant, relating to indemnification. However, in accordance with the provisions of the North Carolina Business Corporation Act (the "Act"), the Registrant has by resolution of its Board of Directors provided that, in addition to the indemnification of directors and officers otherwise provided by the Act, the Registrant shall to the fullest extent allowed by law, indemnify its directors, executive officers and certain other designated officers against any and all liability and litigation expenses, including reasonable attorney's fees, arising out of their status or activities as directors or officers, except for liability or litigation expense incurred on account of activities that were at the time known or reasonably should have been known by such director or officer to be clearly in conflict with the best interests of the Registrant. As authorized by statute, the Registrant also maintains insurance on behalf of its directors and officers against liability asserted against such persons in such capacity whether or not such directors or officers have the right to indemnification pursuant to statute, resolution or otherwise. In addition to the above-described provisions, Section 55-8-50 through 55-8-58 of the Act contain provisions prescribing the extent to which directors and officers shall or may be indemnified. Section 55-8-51 of the Act permits a corporation, with certain exceptions, to indemnify a present or former director against liability if (i) he conducted himself in good faith, (ii) he reasonably believed that his conduct in his official capacity with the corporation was in its best interests and in all other cases his conduct was at least not opposed to the corporation's best interest, and (iii) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. A corporation may not indemnify a current or former director in connection with a proceeding by or in the right of the corporation in which the director was adjudged liable to the corporation or in connection with a proceeding charging improper personal benefit to him. The above standard of conduct is determined by the Board of Directors, or a committee thereof or special legal counsel or the shareholders as prescribed in Section 55-8-55. Sections 55-8-52 and 55-8-56 of the Act require a corporation to indemnify a director of officer in the defense of any proceeding to which he was a party because of his capacity as a director or officer against reasonable expenses when he is wholly successful in his defense, unless the articles of incorporation provide otherwise. Upon application, the court may order indemnification of the director or officer if he is adjudged fairly and reasonably 2 4 so entitled under Section 55-8-54. Section 55-8-56 allows a corporation to indemnify and advance expenses to an officer, employee or agent who is not a director to the same extent as a director or as otherwise set forth in the corporation's articles of incorporation or bylaws or by resolution of the Board of Directors. In addition, Section 55-8-57 permits a corporation to provide for indemnification of directors, officers, employees or agents, in its articles of incorporation or bylaws or by contract or resolution, against liability in various proceedings and to purchase and maintain insurance policies on behalf of these individuals. ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED. Not Applicable ITEM 8. EXHIBITS 5 Opinion and Consent of Simpson Aycock, P. A. 23.1 Consent of Deloitte & Touche. 23.2 Consent of Simpson Aycock, P.A., is included with their opinion filed as Exhibit 5. 24 Power of attorney of certain officers and directors of the Registrant. 99 WSMP, Inc. 1997 Special Stock Option Plan. ITEM 9. UNDERTAKINGS. (A) The undersigned Registrant hereby undertakes: (1) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by section 10(a)(3) of the Securities Act of 1993; (ii) to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement; (iii) to include any material information with respect to the plan of distribution 3 5 not previously disclosed in the Registration Statement or any material change to such information in the Registration Statement; (2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (B) The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant's Annual Report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of the Plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934), that is incorporated by reference in the Registration Statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. (C) Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue. 4 6 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Claremont, State of North Carolina, on this 11th day of August, 1997. WSMP, INC. By: /s/ David R. Clark* ------------------------------------ David R. Clark President Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities indicated on August 11, 1997. Signature Capacity --------- -------- /s/Richard F. Howard* Chairman of the Board of - ------------------------------ Directors, Secretary of the Corporation Richard F. Howard /s/James C. Richardson, Jr.* Vice Chairman of the Board of - ------------------------------ Directors James C. Richardson, Jr. (Principal Executive Officer) /s/David R. Clark* President and Director - ------------------------------ (Principal Operating Officer) David R. Clark /s/Matthew V. Hollifield* Vice-President of Finance - ------------------------------ (Principal Financial and Accounting Officer) Matthew V. Hollifield /s/James M. Templeton* Director - ------------------------------ James M. Templeton 5 7 /s/Bobby G. Holman* Director - ------------------------------ Bobby G. Holman /s/William R. McDonald* Director - ------------------------------ William R. McDonald /s/Lewis C. Lanier* Director - ------------------------------ Lewis C. Lanier /s/Richard F. Hendrickson* Director - ------------------------------ Richard F. Hendrickson /s/E. Edwin Bradford* Director - ------------------------------ E. Edwin Bradford Pursuant to the requirements of the Securities Act of 1933, the Plan has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Claremont, State of North Carolina, on the 11th day of August, 1997. WSMP, INC. 1997 SPECIAL STOCK OPTION PLAN By: /s/ Richard F. Howard* ------------------------------ Richard F. Howard * by: /s/ J. R. Simpson II ----------------------------- J. R. Simpson II Attorney in Fact 6 8 INDEX TO EXHIBITS Exhibit Sequentially Number Exhibit Numbered Page - ------ ------- ------------- 5 Opinion and Consent of Simpson Aycock, P.A. 23.1 Consent of Deloitte & Touche. 23.2 Consent of Simpson Aycock, P. A., is included with their opinion filed as Exhibit 5. 24 Power of Attorney of certain officers and directors of the Registrant. 99 WSMP, Inc. 1997 Special Stock Option Plan 7 EX-5 2 OPINION AND CONSENT OF SIMPSON AYCOCK 1 EXHIBIT 5 [SIMPSON AYCOCK, P.A. LETTERHEAD] August 7, 1997 WSMP, Inc. P. O. Box 399 Claremont, North Carolina 28610 Re: Registration Statement on Form S-8 WSMP, Inc. 1997 Special Stock Option Plan Gentlemen: We have represented WSMP, Inc. (the "Company") in connection with the Company's offering of participation in its WSMP, Inc. 1997 Special Stock Option Plan (the "Plan") and the offer for sale thereunder of 500,000 shares of its Common Stock (such shares hereinafter being referred to collectively as the "Shares"). We have assisted the Company in the preparation of a registration statement on Form S-8 under the Securities Act of 1933, as amended (the "Act"), filed with the Securities and Exchange Commission on August 11, 1997, (the "Registration Statement"). This opinion is being rendered pursuant to the requirements of Item 8 of Form S-8 and Rule 601(a) and Rule 601(b)(5) of Regulation S-K under the Act. We have examined and are familiar with the records relating to the organization of the Company, including its certificate of incorporation, bylaws and all amendments thereto, and the records of all proceedings taken by the Board of Directors and shareholders of the Company pertinent to the rendering of this opinion. Based on the foregoing, and having regard for such legal considerations as we deem relevant it is our opinion that, when sold pursuant to the provisions of the Plan, the Shares will be legally issued, fully paid and non-assessable. We hereby consent to the filing of this opinion as Exhibit 5 to the Registration Statement. Yours very truly, SIMPSON AYCOCK, P.A. /s/ James R. Simpson II EX-23.1 3 CONSENT OF DELOITTE & TOUCHE LLP 1 EXHIBIT 23.1 INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Registration Statement of WSMP, Inc. on Form S-8 of our report dated May 19, 1997, appearing in and incorporated by reference in the Annual Report on Form 10-K of WSMP, Inc. for the year ended February 28, 1997. /s/ Deloitte & Touche LLP DELOITTE & TOUCHE LLP Hickory, North Carolina August 11, 1997 EX-24 4 POWER OF ATTORNEY OF CERTAIN OFFICERS 1 EXHIBIT 24 NORTH CAROLINA CATAWBA COUNTY POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that the undersigned corporation, being WSMP, Inc., a North Carolina corporation, hereinafter referred to as the "Company", the WSMP, Inc. 1997 Special Stock Option Plan, hereinafter referred to as the "Plan", and the undersigned individuals, do hereby in the capacity shown below, individually appoint David R. Clark, Matthew V. Hollifield, and James R. Simpson II, and each of them, the agent and attorney-in-fact for each of the undersigned, to execute and deliver, for and on behalf of the undersigned, a Registration Statement to be filed by the Company in 1997 on Form S-8, with the Securities and Exchange Commission pursuant to the provisions of the Securities Act of 1933, as amended, and covering the Company's registration of the Plan and 500,000 shares of its common stock, and any and all amendments and post-effective amendments to such Registration Statement. This Power of Attorney may be executed in multiple counterparts, each of which shall be deemed an original, but which taken together shall constitute one instrument. IN WITNESS WHEREOF, the undersigned corporation has caused this Power of Attorney to be signed in its corporate name by its President and attested by its Secretary and its corporate seal to be hereunto affixed, the Plan has caused this Power of Attorney to be signed by a member of its administering Committee hereunto duly authorized, and the undersigned individuals have set their hands and seals to the foregoing Power of Attorney, this 15th day of May, 1997. 2 WSMP, INC. By: /s/ David R. Clark ------------------------------- President ---------- ATTEST: /s/ Richard F. Howard - ----------------------------- Secretary - -------- (corporate seal) WSMP, INC. 1997 SPECIAL STOCK OPTION PLAN By: /s/ Richard F. Howard ------------------------------------ Chairman of the Board of Directors /s/ Richard F. Howard /s/ James C. Richardson - --------------------------------- -------------------------------------- Richard F. Howard, Chairman James C. Richardson, Jr., Vice of the Board of Directors, Chairman of the Board of Directors Secretary of the Company (Principal Executive Officer) /s/ Matthew V. Hollifield /s/ David R. Clark - --------------------------------- -------------------------------------- Matthew V. Hollifield, Vice David R. Clark, President and President of Finance Director (Principal Accounting Officer, (Principal Operating Officer) Principal Financial Officer) /s/ James M. Templeton /s/ Lewis C. Lanier - --------------------------------- -------------------------------------- James M. Templeton, Director Lewis C. Lanier, Director /s/ Richard F. Hendrickson /s/ William R. McDonald - --------------------------------- -------------------------------------- Richard F. Hendrickson, William R. McDonald, Director Director /s/ E. Edwin Bradford /s/ Bobby G. Holman - --------------------------------- -------------------------------------- E. Edwin Bradford, Director Bobby G. Holman, Director 3 STATE OF NORTH CAROLINA COUNTY OF CATAWBA I, Martha J. Stewart, Notary Public for said County and State, certify that Richard F. Howard personally appeared before me this day and acknowledged that he is _______ Secretary of WSMP, Inc., a North Carolina corporation, and that by authority duly given and as the act of the corporation, the foregoing instrument was signed in its name by David R. Clark, its _______ President, sealed with its corporate seal and attested by him as its Secretary. Witness my hand and seal, this 15th the day of May, 1997. /s/ Martha J. Stewart ---------------------------- NOTARY PUBLIC My Commission Expires: June 1, 2001 STATE OF NORTH CAROLINA COUNTY OF CATAWBA I, Martha J. Stewart, a Notary Public, do hereby certify that the aforesaid individuals personally appeared before me this day and acknowledged the due execution of the foregoing instrument for the purposes therein contained. Witness my hand and seal, this 15th day of May, 1997. /s/ Martha J. Stewart ---------------------------- NOTARY PUBLIC My Commission Expires: June 1, 2001 EX-99 5 WSMP, INC. 1997 SPECIAL STOCK OPTION PLAN 1 EXHIBIT 99 WSMP, INC. 1997 SPECIAL STOCK OPTION PLAN A. PURPOSE AND SCOPE The purposes of this Plan are to provide a vehicle for the granting of nonstatutory stock options to members of management of WSMP, Inc. (herein called the "Company"),to provide an incentive for such persons to expand and improve the profits and prosperity of the Company through the grant of Options to purchase shares of the Company's common stock. B. DEFINITIONS Unless otherwise required by the context: 1. "Board" shall mean the Board of Directors of the Company. 2. "Committee" shall mean the Executive Compensation Committee, which is appointed by the Board, and which shall be composed of three members of the Board. 3. "Company" shall mean WSMP, Inc., a North Carolina corporation. 4. "Code" shall mean the Internal Revenue Code of 1954, as amended. 5. "Option" shall mean a right to purchase Stock, granted pursuant to the Plan. 6. "Option Price" shall mean the purchase price for Stock under an Option, as determined in Section F below. 7. "Participant" shall mean an employee of the Company, or of any Subsidiary of the Company, to whom an Option is granted under the Plan. 8. "Plan" shall mean this WSMP, Inc. 1997 Special Stock Option Plan. 9. "Stock" shall mean the common stock of the Company. C. STOCK TO BE OPTIONED Subject to the provisions of Section K of the Plan, the maximum number of shares of Stock that may be optioned or sold 2 under the Plan is 500,000 shares. Such shares may be authorized, but unissued, shares of Stock of the Company. D. ADMINISTRATION The Plan shall be administered by the Committee. Two members of the Committee shall constitute a quorum for the transaction of business. The Committee shall be responsible to the Board for the operation of the Plan, and shall make recommendations to the Board with respect to the granting of options to management and others in special situations. The interpretation and construction of any provision of the Plan by the Committee shall be final, unless otherwise determined by the Board. No member of the Board or the Committee shall be liable for any action or determination made by him in good faith. E. ELIGIBILITY The Board, upon recommendation of the Committee, may grant Options to any key management employee (including an employee who is a director or an officer) of the Company or any other person who may not be an employee but may be substantially involved in the operation and anticipated successes of the Company. Options may be awarded by the Board at any time and from time to time as the Board, upon recommendation by the Committee, shall determine. Options granted at different times need not contain similar provisions. F. OPTION PRICE The purchase price for Stock under each Option shall be one hundred percent (100%) of the fair market value of the Stock at the time the Option is granted. G. TERMS AND CONDITIONS OF OPTIONS Options granted pursuant to the Plan shall be authorized by the Board and shall be evidenced by agreement in such form as the Board, upon recommendation of the Committee, shall from time to Page 2 3 time approve. Such agreements shall comply with and be subject to the following terms and conditions: 1. TIME AND METHOD OF PAYMENT. The Option Price shall be paid in full in cash at the time an Option is exercised under the Plan. Otherwise, an exercise of any Option granted under the Plan shall be invalid and of no effect. Promptly after the exercise of an Option and the payment of the full Option Price, the Participant shall be entitled to the issuance of a stock certificate evidencing his ownership of such of Stock. A Participant shall have none of the rights of a shareholder until shares are issued to him, and no adjustment will be made for dividends or other rights for which the record date is prior to the date such stock certificate is issued. 2. NUMBER OF SHARES. Each Option shall state the total number of shares of Stock to which it pertains. 3. STOCK PERIOD AND LIMITATIONS ON EXERCISE OF OPTIONS. The Board may, in its discretion, provide that an Option may not be exercised in whole or in part for any period or periods of time specified in the Option Agreement. Except as may be provided in the Option Agreement, an Option may be exercised in whole in part at any time during its term. No Option may be exercised after the expiration of ten years from date it is granted. No option may be exercised for a fractional shares of Stock. 4. CONTINUED EMPLOYMENT OR DEALING. No such agreement shall impose upon the Company any obligation to employ a Participant for any period of time or continue such participant's substantial involvement with the Company for any period of time. Page 3 4 H. RIGHTS IN EVENT OF DEATH. If a Participant dies without having fully exercised his Options, the executors or administrators, or legatees or heirs, of his estate shall have the right to exercise such Options to the extent that such deceased Participant was entitled to exercise the Options on the date of his death; provided, however, that in no event shall the Options be exercisable more than ten years from the date they were granted. I. NO OBLIGATIONS TO EXERCISE OPTION. The granting of an Option shall impose no obligation upon the Participant to exercise such Option. J. ASSIGNABILITY Options may be transferred by a Participant during that Participant's lifetime, with the prior written consent of the Board. Options may be transferable by will or by the laws of descent and distribution as set out elsewhere herein. K. EFFECTS OF CHANGE IN STOCK SUBJECT TO THE PLAN The aggregate number of shares of Stock available for Options under the Plan, the shares subject to any Option, and the price per share shall all be proportionately adjusted for any increase or decrease in the number of issued shares of Stock subsequent to the effective date of the Plan resulting from (1) a subdivision or consolidation of shares or any other capital adjustment, (2) the payment of a stock dividend, or (3) other increase or decrease in such shares effected without receipt of consideration by the Company. If the Company shall be the surviving corporation in any merger or consolidation, any option shall pertain, apply, and relate to the securities to which a holder of the number of shares of Stock subject to the Option would have been entitled after the merger or consolidation. Upon dissolution or liquidation of the Company, or upon a merger or consolidation in which the Company is not the surviving corporation, all Options outstanding under the Page 4 5 Plan shall terminate; provided, however, that each Participant (and each other person entitled under Section H to exercise an Option) shall have the right, immediately prior to such dissolution or liquidation, or such merger or consolidation, to exercise such Participant's Options in whole or in part, but only to the extent that such Options are otherwise exercisable under the terms of the Plan. L. AMENDMENT AND TERMINATION The Board, by resolution, may terminate, amend, or revise the Plan with respect to any shares as to which Options have not been granted. Neither the Board nor the Committee may, without the consent of the holder of an Option, alter or impair any Option previously granted under the Plan, except as authorized herein. Unless sooner terminated, the Plan shall remain in effect for a period of ten years from the date of the Plan's adoption by the Board. Termination of the Plan shall not affect any Option previously granted. M. AGREEMENT AND REPRESENTATION OF PARTICIPANTS As a condition to the exercise of any portion of an Option, the Company may require the person exercising such Option to represent and warrant at the time of such exercise that any shares of Stock acquired at exercise are being acquired only for investment and without any present intention to sell or distribute such shares, if, in the opinion of counsel for the Company, such a representation is required under the Securities Act of 1933 or any other applicable law, regulation, or rule of any governmental agency. N. RESERVATION OF SHARES OF STOCK The Company, during the term of this Plan, will at all times reserve and keep available, and will seek or obtain from any regulatory body having jurisdiction any requisite authority necessary to issue and to sell, the number of shares of Stock that Page 5 6 shall be sufficient to satisfy the requirements of this Plan. The inability of the Company to obtain from any regulatory body having jurisdiction the authority deemed necessary by counsel for the Company for the lawful issuance and sale of its Stock hereunder shall relieve the Company of any liability in respect of the failure to issue or sell Stock as to which the requisite authority has not been obtained. O. EFFECTIVE DATE OF PLAN The Plan shall be effective from the date that the Plan is approved by the Board. WSMP, INC. By: /s/ David R. Clark ------------------------------- President ATTEST: /s/ Richard F. Howard - ------------------------------ Secretary (corporate seal) Page 6 -----END PRIVACY-ENHANCED MESSAGE-----