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$44	Preview Full Doc	2003	Supplemental Executive Retirement Plan [Amended and Restated 2003] Supplemental Executive Retirement Plan [Amended and Restated 2003] (52K) Doc #145673: Click preview link for longer preview. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the benefit of its non-crew employees. Since 1984, the Company has also maintained this Supplemental Executive Retirement Plan (the "SERP") to provide benefits in excess of those permitted in the Pension and Profit Sharing and Savings Plans under the Internal Revenue Code. The Company amended and restated the SERP effective January 1, 1989 and amended the SERP effective October 1, 2001 and June 18, 2002. The Company is again amending and restating the SERP effective January 1, 2003. The amendment and restatement of the SERP shall not in any way affect the rights of the Employees who participated in the SERP prior to the Effective Date in accordance with its provisions. All matters relating to the benefits, if any, payable to such Employees (or their Beneficiaries) based upon events occurring prior to the Effective Date shall, except as otherwise expressly provided herein, be determined in accordance with the applicable provisions of the SERP in effect at the time of the event. ARTICLE I - DEFINITIONS Whenever used herein with the initial letter capitalized and unless a different meaning is plainly required by the context, words and phrases shall have (a) the meanings stated below, (b) if not stated below, the meanings given to them in the Profit Sharing and Savings Plan, if defined under that plan, or (c) if not defined in either the SERP or the Profit Sharing and Savings Plan, the meanings given to them in the Pension Plan. All masculine terms shall include the feminine and all singular terms shall include the plural, unless the context clearly indicates the gender or the number. 1.1 ACCOUNT means a notional account established for each Participant equal to the sum of the following: (a) all supplemental contributions and interest credited under Section 3.1, (b) all supplemental target contributions and interest credited under Section 3.2, and (c) all supplemental profit sharing contributions and interest credited under Section 3.3. 1.2 ACTIVE PARTICIPANT means a Covered Employee who becomes a Participant and continues to participate in the SERP pursuant to Article II. 1.3 BENEFICIARY means any person or persons designated by a Participant to receive any death benefits that may become payable under Article IV after the death of such Participant. 1.4 BOARD means the Board of Directors of the Company, or a committee thereof. 1.5 CAUSE means the termination of a Participant's employment by reason of the Board's good faith determination that the Participant (a) willfully and continually failed to substantially perform his or her duties with the Company or Participating Employer (other than a failure resulting from the Participant's incapacity due to physical or mental illness) after a written demand for substantial performance is delivered to the Participant by the Board which specifically identifies the manner in which the Board believes that the Participant has not substantially performed his or her duties and such failure substantially to perform continues for at least fourteen (14) days, or (b) has willfully engaged in conduct which is demonstrably and materially injurious to the Company or Participating Employer, monetarily or otherwise, or (c) has otherwise materially breached the terms of his or her employment agreement with the Company or Participating Employer, if applicable (each, an "Employment Agreement") (including, without limitation, a voluntary termination of the Participant's employment by the Participant during the term of such Employment Agreement). No act, nor failure to act, on the Participant's part, shall be considered "willful" unless he or she has acted, or failed to act, with an absence of good faith and without a reasonable belief that his or her action or failure to act was in the best interest of the Company. Notwithstanding the foregoing, the Participant's employment shall not be deemed to have been terminated for Cause unless and until (1) there shall have been delivered to the Participant a copy of a written notice setting forth that the Participant was guilty of conduct set forth above in clause (a), (b) or (c) of the first sentence of this definition and specifying the particulars thereof in detail, and (2) the Participant shall have been provided an opportunity to be heard by the Board (with the assistance of Participant's counsel). 1 {PAGE} 1.6 CHANGE IN CONTROL means the occurrence during the Plan Year of: a) An acquisition (other than directly from the Company) of any common stock or other voting securities of the Company entitled to vote generally for the election of directors (the "Voting Securities") by any "Person" (as the term person is used for purposes of Section 13(d) or 14(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act")), immediately after which such Person has "Beneficial Ownership" (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of thirty percent (30%) or more of the then outstanding shares of the Company's common stock or the combined voting power of the Company's then outstanding Voting Securities; provided, however, in determining whether a Change in Control has occurred, Voting Securities which are acquired in a "Non-Control Acquisition" (as hereinafter defined) shall not constitute an acquisition which would cause a Change in Control. A "Non-Control Acquisition" shall mean an acquisition by (i) an employee benefit plan (or a trust forming a part thereof) maintained by (A) the Company or (B) any corporation or other Person of which a majority of its voting power or its voting equity securities or equity interest is owned, directly or indirectly, by the Company (for purposes of this definition, a "Subsidiary") (ii) the Company or its Subsidiaries, or (iii) any Person in connection with a "Non-Control Transaction" (as hereinafter defined); b) The individuals who, as of January 1, 2003, are members of the Board (the "Incumbent Board"), cease for any reason to constitute at least seventy percent (70%) of the members of the Board; provided, however, that if the election, or nomination for election by the Company's common stockholders, of any new director was approved by a vote of at least two-thirds of the Incumbent Board, such new director shall, for purposes of this SERP, be considered as a member of the Incumbent Board; provided further, however, that no individual shall be considered a member of the Incumbent Board if such individual initially assumed office as a result of an actual or threatened solicitation of proxies or consents by or on behalf of a Person other than the Board (a "Proxy Contest") including by reason of any agreement intended to avoid or settle any Proxy Contest; or c) The consummation of: 1) A merger, consolidation or reorganization with or into the Company, or in which securities of the Company are issued (a "Merger"), unless such Merger is a "Non-Control Transaction." A "Non-Control Transaction" shall mean a Merger if: A) the stockholders of the Company, immediately before such Merger own directly or indirectly immediately following such Merger at least seventy percent (70%) of the combined voting power of the outstanding voting securities of the corporation resulting from such Merger (the "Surviving Company") in substantially the same proportion as their ownership of the Voting Securities immediately before such Merger, B) the individuals who were members of the Incumbent Board immediately prior to the execution of the agreement providing for such Merger constitute at least two-thirds of the members of the board of directors of the Surviving Company, or a corporation beneficially directly or indirectly owning a majority of the Voting Securities of the Surviving Company, and C) no Person other than (i) the Company, (ii) any Subsidiary, (iii) any employee benefit plan (or any trust forming a part thereof) that, immediately prior to such Merger was maintained by the Company or any Subsidiary, or (iv) any Person who, immediately prior to such Merger had Beneficial Ownership of thirty percent (30%) or more of the then outstanding Voting Securities or common stock of the Company, has Beneficial Ownership of thirty percent (30%) or more of the combined voting power of the Surviving Company then outstanding voting securities or its common stock; 2) A complete liquidation or dissolution of the Company; or 3) The sale or other disposition of all or substantially all of the assets of the Company to any Person (other than a transfer to a Subsidiary). Notwithstanding the foregoing, a Change in Control shall not be deemed to occur solely because any Person (the "Subject Person") acquired Beneficial Ownership of more than the permitted amount of the then outstanding common stock or Voting Securities as a result of the acquisition of common stock or Voting Securities by the Company which, by reducing the number of shares of common stock or Voting Securities then outstanding, increases the proportional number of shares Beneficially Owned by the Subject Persons, provided that if a Change in Control would occur (but for the operation of this sentence) as a result of the acquisition of common stock or Voting Securities by the Company, and after such share acquisition by the Company, the Subject Person becomes the Beneficial Owner of any additional common stock or Voting Securities which increase the percentage of the then outstanding Voting Securities Beneficially Owned by the Subject Person, then a Change in Control shall occur. 1.7 CODE means the Internal Revenue Code of 1986, as amended from time to time. 1.8 COMMITTEE means the Administrative Committee established in Article V. 145673	Wendy's International Wendy's International Inc. ( Restaurants ) As referenced in this Supplemental Executive Retirement Plan [Amended and Restated 2003]: WENDY'S INTERNATIONAL, INC – {DOCUMENT} {TYPE}EX-10.F {SEQUENCE}3 {FILENAME}l99444aexv10wf.txt {DESCRIPTION}EX-10(F) RETIREMENT PLAN {TEXT} {PAGE} Exhibit 10(f) WENDY'S INTERNATIONAL, INC . SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, _____________ WENDY'S INTERNATIONAL, INC – F) RETIREMENT PLAN {TEXT} {PAGE} Exhibit 10(f) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC . SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. _____________ Wendy's International, Inc – WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc . maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the benefit _____________ Wendy's International, Inc – RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc . Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the benefit of its non-crew employees. Since _____________ Wendy's International, Inc – 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc . Profit Sharing and Savings Plan for the benefit of its non-crew employees. Since 1984, the Company has also maintained this Supplemental _____________ dt 488276 ; Wendy's Wendy's International Inc. ( Apparel ) As referenced in this Supplemental Executive Retirement Plan [Amended and Restated 2003]: WENDY'S INTERNATIONAL, INC. – {DOCUMENT} {TYPE}EX-10.F {SEQUENCE}3 {FILENAME}l99444aexv10wf.txt {DESCRIPTION}EX-10(F) RETIREMENT PLAN {TEXT} {PAGE} Exhibit 10(f) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. _____________ WENDY'S INTERNATIONAL, INC. – 3 {FILENAME}l99444aexv10wf.txt {DESCRIPTION}EX-10(F) RETIREMENT PLAN {TEXT} {PAGE} Exhibit 10(f) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the _____________ Wendy's International, Inc. – RETIREMENT PLAN {TEXT} {PAGE} Exhibit 10(f) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the benefit of its non-crew employees. Since 1984, _____________ Wendy's International, Inc. – f) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the benefit of its non-crew employees. Since 1984, the Company has also maintained this _____________ Wendy's International, Inc. – PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the benefit of its non-crew employees. Since 1984, the Company has also maintained this Supplemental Executive Retirement Plan (the "SERP") to provide _____________ dt 1440558 ;	Wendy's Wendy's International Inc. ( Apparel ) As referenced in this Supplemental Executive Retirement Plan [Amended and Restated 2003]: WENDY'S INTERNATIONAL, INC. – {DOCUMENT} {TYPE}EX-10.F {SEQUENCE}3 {FILENAME}l99444aexv10wf.txt {DESCRIPTION}EX-10(F) RETIREMENT PLAN {TEXT} {PAGE} Exhibit 10(f) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. _____________ WENDY'S INTERNATIONAL, INC. – 3 {FILENAME}l99444aexv10wf.txt {DESCRIPTION}EX-10(F) RETIREMENT PLAN {TEXT} {PAGE} Exhibit 10(f) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the _____________ Wendy's International, Inc. – RETIREMENT PLAN {TEXT} {PAGE} Exhibit 10(f) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the benefit of its non-crew employees. Since 1984, _____________ Wendy's International, Inc. – f) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the benefit of its non-crew employees. Since 1984, the Company has also maintained this _____________ Wendy's International, Inc. – PLAN (AMENDED AND RESTATED EFFECTIVE JANUARY 1, 2003) WENDY'S INTERNATIONAL, INC. SUPPLEMENTAL EXECUTIVE RETIREMENT PLAN Wendy's International, Inc. maintains the Wendy's International, Inc. Pension Plan and the Wendy's International, Inc. Profit Sharing and Savings Plan for the benefit of its non-crew employees. Since 1984, the Company has also maintained this Supplemental Executive Retirement Plan (the "SERP") to provide _____________ dt 1440567 ; Wendys International Inc
$37	Preview Full Doc	2003	Non-Statutory Stock Option Plan [1997] Non-Statutory Stock Option Plan [1997] (20K) Doc #190805: Click preview link for longer preview. CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan CEC ENTERTAINMENT, INC., a corporation organized and existing under the laws of the state of Kansas (the "Company"), hereby formulates and adopts, with respect to the shares of common stock of the Company ("Common Stock"), a non-statutory stock option plan for certain individuals who are key employees of the Company or its subsidiaries, as follows: 1. Purpose of Plan. The purpose of this 1997 Non-Statutory Option Plan (the "Plan") is to encourage certain individuals who are key employees to participate in the ownership of the Company, and to provide additional incentive for such individuals to promote the success of its business through sharing in the future growth of such business. 2. Effective Date of the Plan. The provisions of this Plan became effective on August 1, 1997. 3. Administration. This Plan shall be administered by the Stock Option Committee of the Board of Directors of the Company (the "Committee"), which shall be comprised of two (2) or more directors, each of whom shall be "Non-Employee Directors," as defined in Rule 16b-3(c), promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and who are also "Outside Directors," as defined in Section 162(m) of the Internal Revenue Code of 1986, as amended from time to time (the "Code"), and any Treasury Regulations that may be promulgated thereunder. The Committee shall have full power and authority to construe, interpret and administer this Plan, and may from time to time adopt such rules and regulations for carrying out this Plan as it may deem proper and in the best interests of the Company. Subject to the terms, provisions and conditions of this Plan, the Committee shall have the authority to select the individuals to whom options shall be granted, to determine the number of shares subject to each option, to determine the time or times when options will be granted, to determine the option price of the shares subject to each option, to determine the time when each option may be exercised, to fix such other provisions of each option agreement as the Committee may deem necessary or desirable, consistent with the terms of this Plan, and to determine all other questions relating to the administration of this Plan. The interpretation and construction of this Plan by the Committee shall be final, conclusive and binding upon all persons. 4. Eligibility. Options to purchase shares of Common Stock shall be granted under this Plan only to those individuals selected by the Committee from time to time who, in the sole discretion of the Committee, are key employees of the Company or its subsidiaries at the time of the grant and who have made material contributions in the past, or who are expected to make material contributions in the future, to the successful performance of the Company or its subsidiaries. 5. Shares Subject to the Plan. Options granted under this Plan shall be granted solely with respect to shares of Common Stock. Subject to any adjustments made pursuant to the provisions of Section 12, the aggregate number of shares of Common Stock which may be issued upon exercise of all the options which may be granted under this Plan shall not exceed 6,787,500. If any option granted under this Plan shall expire or terminate for any reason without having been exercised in full, the unpurchased shares subject to such options shall be added to the number of shares otherwise available for options which may be granted in accordance with the terms of this Plan. The shares to be delivered upon exercise of the options granted under this Plan shall be made available, at the discretion of the Committee, from either the authorized but unissued shares of Common Stock or any treasury shares of Common Stock held by the Company. 6. Option Certificate or Contract. Each option granted under this Plan shall be evidenced by either a certificate or a non-statutory stock option contract which shall be signed by an officer of the Company, and by the individual to whom the option is granted (the "Optionee") in the event a contract has been issued. The terms of said contract shall be in accordance with the provisions of this Plan, but it may include such other provisions as may be approved by the Committee. The grant of an option under this Plan shall be deemed to occur on the date on which the certificate or contract evidencing such option is executed by the Company, and every Optionee shall be bound by the terms and restrictions of this Plan and such certificate or contract. 7. Option Price. The price at which shares of Common Stock may be purchased under an option granted pursuant to this Plan shall be determined by the Committee, but in no event shall the price be less than 100 190805	CEC CEC Entertainment, Inc. ( Restaurants ) As referenced in this Non-Statutory Stock Option Plan [1997]: CEC Entertainment, Inc – {DOCUMENT} {TYPE}EX-4.1 {SEQUENCE}3 {FILENAME}d07488exv4w1.txt {DESCRIPTION}1997 NON-STATUTORY STOCK OPTION {TEXT} {PAGE} EXHIBIT 4.1 CEC Entertainment, Inc . 1997 Non-Statutory Stock Option Plan CEC ENTERTAINMENT, INC., a corporation organized and existing under the laws of the state of Kansas ( _____________ CEC ENTERTAINMENT, INC – FILENAME}d07488exv4w1.txt {DESCRIPTION}1997 NON-STATUTORY STOCK OPTION {TEXT} {PAGE} EXHIBIT 4.1 CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan CEC ENTERTAINMENT, INC ., a corporation organized and existing under the laws of the state of Kansas (the "Company"), hereby formulates and adopts, with respect to _____________ dt 361738 ;	CEC CEC Entertainment, Inc. ( Restaurants ) As referenced in this Non-Statutory Stock Option Plan [1997]: CEC Entertainment, Inc – {DOCUMENT} {TYPE}EX-4.1 {SEQUENCE}3 {FILENAME}d07488exv4w1.txt {DESCRIPTION}1997 NON-STATUTORY STOCK OPTION {TEXT} {PAGE} EXHIBIT 4.1 CEC Entertainment, Inc . 1997 Non-Statutory Stock Option Plan CEC ENTERTAINMENT, INC., a corporation organized and existing under the laws of the state of Kansas ( _____________ CEC ENTERTAINMENT, INC – FILENAME}d07488exv4w1.txt {DESCRIPTION}1997 NON-STATUTORY STOCK OPTION {TEXT} {PAGE} EXHIBIT 4.1 CEC Entertainment, Inc. 1997 Non-Statutory Stock Option Plan CEC ENTERTAINMENT, INC ., a corporation organized and existing under the laws of the state of Kansas (the "Company"), hereby formulates and adopts, with respect to _____________ dt 489643
$40	Preview Full Doc	2003	Agreement and Plan of Merger and Reorganization Agreement and Plan of Merger and Reorganization (177K) Doc #384875: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among Syndicated Food Service International, Inc. (f/k/a Floridino's International Holdings, Inc.), Syndicated Food Service Group, Inc., Syndicated Transportation Service Group, Inc., Beasley Food Service, Inc., Beasley Transportation, Inc. and Charles A. Beasley and Marjorie A. Beasley * * * * * November 27, 2001 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} ARTICLE 1 THE MERGER AND REORGANIZATION........................................................... 2 1.1 The Merger ................................................................................... 2 1.2 Conversion of Shares into Company Shares and Notes............................................ 2 1.3 Tax-free Reorganization....................................................................... 2 1.4 Exchange or Consideration..................................................................... 3 1.5 Closing ...................................................................................... 3 1.6 Certificate of Incorporation and By-Laws of the Surviving Corporation......................... 3 1.7 Board of Directors and Officers .............................................................. 3 1.8 Treatment of Stock Options and Warrants....................................................... 3 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF BFS AND BTI AND THE SHAREHOLDERS...................... 4 2.1. Representations and Warranties................................................................ 4 2.2 Disclosure.................................................................................... 21 ARTICLE 3 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS........................... 21 3.1 Representations and Warranties................................................................ 21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY, SFSI AND STSI............................ 22 4.1 Representations and Warranties................................................................ 22 ARTICLE 5 COVENANTS RELATING TO CONDUCT OF BUSINESS............................................... 25 5.1 Conduct of Business by BFS and BTI Pending the Closing........................................ 25 5.2 Certain Tax Matters .......................................................................... 27 5.3 Other Actions ................................................................................ 27 ARTICLE 6 ADDITIONAL COVENANTS AND AGREEMENTS..................................................... 28 6.1 Access and Information........................................................................ 28 6.2 Employment Agreements and Agreements Not to Compete........................................... 28 6.3 Press Releases ............................................................................... 28 6.4 Negotiations ................................................................................. 28 6.5 Indemnification .............................................................................. 29 6.6 Nature and Survival of Representations........................................................ 31 6.7 Limitations on Transfer of Shares; Rights of First Refusal.................................... 33 ARTICLE 7 CONDITIONS TO CLOSING................................................................... 35 7.1 Conditions to BFS's, BTI's and Shareholders' Obligations...................................... 35 7.2 Conditions to the Obligations of the Company.................................................. 35 7.3 Closing Deliveries By BFS, BTI and Shareholders............................................... 36 7.4 Closing Deliveries By Company................................................................. 37 7.5 Real Estate Purchase Agreement................................................................ 37 ARTICLE 8 TERMINATION............................................................................. 38 8.1 Termination by Company or Shareholders........................................................ 38 8.2 Termination by Mutual Consent................................................................. 38 8.3 Termination by Any Party...................................................................... 38 8.4 Material Breach .............................................................................. 38 8.5 Lapse of Time ................................................................................ 38 8.6 Effect of Termination......................................................................... 38 {/TABLE} {PAGE} {TABLE} {S} {C} ARTICLE 9 GENERAL PROVISIONS...................................................................... 39 9.1 Notices 39 9.2 Interpretation 40 9.3 Severability . 40 9.4 Miscellaneous 40 9.5 Separate Counsel 40 9.6 Governing Law 40 9.7 Counterparts 40 9.8 Amendment 40 9.9 Parties In Interest: No Third Party Beneficiaries.............................................. 41 9.10 Expenses 41 9.11 Rule of Construction that Ambiguities to be Construed Against Drafter Not Applicable........... 41 9.12 STSI Signature 41 {/TABLE} ii {PAGE} AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Agreement and Plan of Merger and Reorganization, dated as of November 27, 2001, (this "Agreement"), among Syndicated Food Service International, Inc., f/k/a Floridino's International Holdings, Inc., a Florida corporation (the "Company"), Syndicated Food Service Group, Inc., a Delaware corporation ("SFSI"), Syndicated Transportation Service Group, Inc., a to-be formed Delaware corporation ("STSI"), Beasley Food Service, Inc. ("BFS"), an Indiana corporation, Beasley Transportation, Inc, ("BTI"), an Indiana corporation, Charles Beasley ("CB") and Marjorie Beasley ("MB"), both residents of Monroe County, Indiana (CB and MB are referred to herein individually and collectively, as the "Shareholders"). W I T N E S S E T H: WHEREAS, the Boards of Directors of the Company, SFSI, STSI, BFS and BTI have adopted resolutions approving and adopting this Agreement upon the terms and conditions set forth in this Agreement; WHEREAS, the Shareholders own 100% of the outstanding capital stock of BFS and BTI, and the real estate (the "Real Estate") on which they conduct their wholesale food distribution business operations and desire to enter into this Agreement to provide for the conversion of their shares of BFS and BTI stock for stock in the Company and other consideration in a statutory merger, so that after the merger BFS and BTI will be wholly owned subsidiaries of SFSI, the receipt of cash as provided below and the sale of the Real Estate by the Shareholders to Syndicated Bloomington I, LLC, a Delaware limited liability company, a subsidiary of the Company ("LLC"). WHEREAS, the Boards of Directors of the Company, SFSI, STSI, BFS and BTI have approved the proposed mergers, on the terms and conditions set forth in this Agreement, of BFS and BTI with and into SFSI and STSI, respectively (collectively, the "Merger") in accordance with the terms set forth in the Plans of Merger in the form attached hereto as Exhibits A-l and A-2 (the "Plans of Merger"), which states, among other things, the manner and basis of converting the issued and outstanding shares of BFS and BTI Common Stock, without par value ("BFS and BTI Common Stock"), into shares of Company common stock, cash and promissory notes to be issued by the Company; WHEREAS, the parties' obligations under this Agreement are conditioned upon the Merger becoming effective under the laws of the States of Delaware and Indiana. NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements herein contained in this Agreement, the legal sufficiency of which is hereby acknowledged, the parties agree as follows: ARTICLE 1 THE MERGER AND REORGANIZATION 1.1 The Merger. Subject to the terms and conditions of this Agreement and the Plans of Merger, BFS and BTI shall be merged with and into SFSI and STSI so that BFS and BTI shall become wholly owned subsidiaries of the Company, and SFSI and STSI shall be the surviving corporations in the Merger (sometimes referred to as the "Surviving Corporations") and SFSI and STSI shall continue their corporate existence under the laws of the State of Delaware. The Merger shall be consummated when properly executed and certified copies of the Plans of Merger are filed in accordance with the General Corporation Law of the State of Delaware and the Indiana Business Corporation Law with the Secretaries of State of the States of Delaware and Indiana (the date and time of such filings is the "Effective Time"). From and after the Effective Time, the Surviving Corporation in each merger shall possess all of the rights, privileges, powers and franchises of a public as well as of a private nature, and be {PAGE} subject to all the restrictions, disabilities and duties, of each of the parties to the Merger, all as set forth in the General Corporation Law of the State of Delaware. 1.2 Conversion of Shares into Company Shares and Notes. Upon effectiveness of the Merger, by virtue of the Merger and without any further action on the part of any of the Company, SFSI, STSI or the Shareholders, all of the outstanding shares of BFS and BTI Common Stock shall be exchanged for and converted into (a) 458,716 shares of Company Common Stock ("Shares"), (b) a $1,266,420.00 Promissory Note of the Company in the form attached as Exhibit B ("Note") and (3) the cash amount of $800,000. The Note will be secured pursuant to the terms of a Security Agreement in the form attached as Exhibit C ("Security Agreement"). The Shares shall be subject to the transfer restrictions provided under Sections 3.1(c) and 6.7 and held in escrow pursuant to the Pledge and Escrow Agreement to be entered into substantially in the form attached as Exhibit D. The Note shall be subject to set-off as provided below. All outstanding shares of BFS and BTI Common Stock will be cancelled in the Merger. Fractional shares will be rounded to the nearest whole number in an effort to equitably account for otherwise fractional shares. No fractional shares or cash in lieu of fractional shares will be issued. 1.3 Tax-free Reorganization. The parties intend that the Merger shall constitute a tax- free reorganization within the meaning of Section 368(a)(l)(A) and Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code"). 1.4 Exchange or Consideration. On the Closing Date, the Shareholders shall surrender all certificates representing BFS and BTI Common Stock, and the Shareholders shall then be entitled to receive the cash payment of $800,000, the number of shares of Company Common Stock provided for in Section 1.2(a) above and the Note provided in 1.2(b) above. The Shares of Company Common Stock will be delivered by the transfer agent for Company to Barnes & Thornburg, acting as escrow agent, pursuant to the Pledge and Escrow Agreement as soon as practical after the Closing Date, but in no event later than the fifth (5th) business day after the Closing. 1.5 Closing. Subject to the provisions of this Agreement, the closing (the "Closing") of the transactions contemplated by this Agreement shall take place at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036, on or before December 17, 2001 at 10:00 a.m. (the "Closing Date"), or at such other time, place or date as the Company and the Shareholders may mutually agree; provided however, that if a condition to the Closing set forth in Article 7 or elsewhere herein shall not have been fulfilled or waived at that time, any party entitled to the benefits of the condition may postpone the Closing by notice to the other parties until the condition or conditions shall have been met or waived, except that in no event shall the Closing occur after December 31, 2001 without the written agreement of all parties. Concurrently with the Closing, the Plans of Merger shall be filed with the Secretaries of State of the States of Delaware and Indiana. Closing shall be conditioned upon effectiveness of the Merger in such States. 1.6 Certificate of Incorporation and By-Laws of the Surviving Corporation. The Certificates of Incorporation and By-Laws of SFSI and STSI (when formed), as in effect immediately prior to the effective time, shall be the Certificates of Incorporation and By-Laws of the Surviving Corporations, until thereafter changed or amended as provided therein or by law. 1.7 Board of Directors and Officers. The directors and officers of SFSI and STSI (when formed) immediately prior to the Merger shall be the initial directors and officers of the Surviving Corporations, each of such directors and officers to hold office, subject to the applicable provisions of the Certificates of Incorporation and By-Laws of the Surviving Corporations, until their successors are duly elected and qualified, or their earlier death, resignation or removal. The Surviving Corporations may add such additional officers and directors on or after the Closing Date as they shall see fit. {PAGE} 1.8 Treatment of Stock Options and Warrants. Immediately prior to the effective time of the Merger, each outstanding debt obligation convertible into shares, option or warrant to purchase shares of BFS or BTI capital stock, if any, whether vested or unvested, will be cancelled as of the effective time of the Merger and releases in form and substance satisfactory to the Company and its counsel will be executed by each such option or warrant holder. ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF BFS AND BTI 384875	SFSI Syndicated Food Service International Inc. ( Restaurants ) As referenced in this Agreement and Plan of Merger and Reorganization: Syndicated Food Service International, Inc – EX-10.33 {SEQUENCE}51 {FILENAME}g85079exv10w33.txt {DESCRIPTION}EX-10.33 AGREEMENT AND PLAN OF MERGER {TEXT} {PAGE} Exhibit 10.33 * * * * * AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among Syndicated Food Service International, Inc . (f/k/a Floridino's International Holdings, Inc.), Syndicated Food Service Group, Inc., Syndicated Transportation Service Group, Inc., Beasley Food Service, Inc., Beasley Transportation, Inc. and Charles A. Beasley _____________ Syndicated Food Service International, Inc – STSI Signature 41 {/TABLE} ii {PAGE} AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Agreement and Plan of Merger and Reorganization, dated as of November 27, 2001, (this "Agreement"), among Syndicated Food Service International, Inc ., f/k/a Floridino's International Holdings, Inc., a Florida corporation (the "Company"), Syndicated Food Service Group, Inc., a Delaware corporation ("SFSI"), Syndicated Transportation Service Group, Inc., a to- _____________ Syndicated Food Service International, Inc – in any event prior to the Closing. {PAGE} [remainder of page intentionally blank] {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Syndicated Food Service International, Inc . Beasley Food Service, Inc. f/k/a Floridino's International Holdings, Inc. By: /s/ William C. Keeler By: /s/ Charles A. Beasley ---------------------------- ---------------------------- William C. Keeler, Charles A. Beasley, President _____________ dt 1323521 ;	Barnes Barnes & Thornburg ( Legal ) As referenced in this Agreement and Plan of Merger and Reorganization: Barnes & Thornburg – Section 1.2(a) above and the Note provided in 1.2(b) above. The Shares of Company Common Stock will be delivered by the transfer agent for Company to Barnes & Thornburg , acting as escrow agent, pursuant to the Pledge and Escrow Agreement as soon as practical after the Closing Date, but in no event later than the fifth (5th) business _____________ Barnes & Thornburg – Beasley, President Marjorie Beasley, Shareholder Beasley Food Service, Inc. 4863 W. Vernal Pike Bloomington, IN 47402-1938 Fax No: 812-331-6887 With a copy to: John W. Boyd, Esq. Barnes & Thornburg 11 South Meridian Street Indianapolis, IN 46204 Fax No: 317-231-7433 {PAGE} 9.2 Interpretation. The headings contained in this Agreement are for reference purposes only and shall _____________ dt 1475511
$30	Preview Full Doc	2003	Agreement and Plan of Merger and Reorganization [Amendment No. 1] Agreement and Plan of Merger and Reorganization [Amendment No. 1] (9K) Doc #384876: Click preview link for longer preview. FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Agreement"), is made this 31st day of December, 2001 ("Effective Date"), by and among Syndicated Food Service International, Inc. (f/k/a Floridino's International Holdings, Inc.) ("Company"), Syndicated Food Service Group, Inc. ("SFSI"), Syndicated Transportation Service Group, Inc. ("STSI"), Beasley Food Service, Inc. ("BFS"), Beasley Transportation, Inc. ("BTI"), Charles A. Beasley ("CB"), and Marjorie A. Beasley ("MB") (CB and MB are referred to herein individually and collectively as the "Shareholder(s)"). WITNESSETH: WHEREAS, the parties have entered into an Agreement and Plan of Merger and Reorganization, dated November 27, 2001 ("Merger Agreement"), and they desire to amend and supplement the Merger Agreement to the extent set forth in this Agreement; NOW THEREFORE, in consideration of the mutual promises set forth in the Merger Agreement and this Agreement, and other good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged by the parties, the parties hereby agree as follows: 1. DEFINED TERMS. Capitalized terms in this Agreement that are not otherwise defined shall have the meanings ascribed to them in the Merger Agreement. 2. SHAREHOLDERS' PUT RIGHT. (a) Put Right. The Shareholders shall have a right to put, at any time during the 20-day period commencing on June 30, 2003 (the "Put Date") and ending on July 20, 2003 (the "Expiration Date"), all, but not less than all, the Shares of the Shareholders to the Company ("Put Right"), in the event that the average closing asked price for common shares of the Company for the twenty (20) trading days immediately preceding the Put Date is less than Four Dollars and Thirty-Six Cents ($4.36) per common share (as adjusted to reflect any stock splits or dividends occurring after the Effective Date) (the "Put Strike Price"). The Shareholders may at any time beginning on and including the Put Date and until and including the Expiration Date exercise their Put Right by delivering written notice (the "Notice") of exercise to the Company in the manner provided in the Merger Agreement. (b) Purchase Price and Manner of Payment. The Company shall purchase the Shares, and the Shareholders shall sell the Shares, for a purchase price per Share equal to the Put Strike Price (in the 384876	SFSI Syndicated Food Service International Inc. ( Restaurants ) As referenced in this Agreement and Plan of Merger and Reorganization [Amendment No. 1]: Syndicated Food Service International, Inc – OF MERGER AND REORGANIZATION This FIRST AMENDMENT TO THE AGREEMENT AND PLAN OF MERGER AND REORGANIZATION ("Agreement"), is made this 31st day of December, 2001 ("Effective Date"), by and among Syndicated Food Service International, Inc . (f/k/a Floridino's International Holdings, Inc.) ("Company"), Syndicated Food Service Group, Inc. ("SFSI"), Syndicated Transportation Service Group, Inc. ("STSI"), Beasley Food Service, Inc. ("BFS"), Beasley Transportation, Inc. (" _____________ Syndicated Food Service International, Inc – a written instrument executed by the parties. [remainder of page intentionally blank] 2 {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Syndicated Food Service International, Inc . Beasley Food Service, Inc. f/k/a Floridino's International Holdings, Inc. By: /s/ William C. Keeler By: /s/ Charles A. Beasley ------------------------------ ----------------------------- William C. Keeler, Charles A. Beasley, President _____________ dt 1323522
$58	Preview Full Doc	2001	Agreement and Plan of Merger and Reorganization Agreement and Plan of Merger and Reorganization (176K) Doc #384956: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among Syndicated Food Service International, Inc. (f/k/a Floridino's International Holdings, Inc.), Syndicated Food Service Group, Inc., Syndicated Transportation Service Group, Inc., Beasley Food Service, Inc., Beasley Transportation, Inc. and Charles A. Beasley and Marjorie A. Beasley * * * * * November 27, 2001 {PAGE} TABLE OF CONTENTS {TABLE} {CAPTION} Page ---- {S} {C} {C} ARTICLE 1 THE MERGER AND REORGANIZATION...................................................................2 1.1 The Merger......................................................................................2 1.2 Conversion of Shares into Company Shares and Notes..............................................2 1.3 Tax-free Reorganization.........................................................................2 1.4 Exchange or Consideration.......................................................................3 1.5 Closing.........................................................................................3 1.6 Certificate of Incorporation and By-Laws of the Surviving Corporation...........................3 1.7 Board of Directors and Officers.................................................................3 1.8 Treatment of Stock Options and Warrants.........................................................3 ARTICLE 2 REPRESENTATIONS AND WARRANTIES OF BFS AND BTI AND THE SHAREHOLDERS............................................................................4 2.1. Representations and Warranties..................................................................4 2.2 Disclosure.....................................................................................21 ARTICLE 3 ADDITIONAL REPRESENTATIONS AND WARRANTIES OF THE SHAREHOLDERS............................................................................21 3.1 Representations and Warranties.................................................................21 ARTICLE 4 REPRESENTATIONS AND WARRANTIES OF THE COMPANY, SFSI AND STSI....................................................................22 4.1 Representations and Warranties.................................................................22 ARTICLE 5 COVENANTS RELATING TO CONDUCT OF BUSINESS......................................................25 5.1 Conduct of Business by BFS and BTI Pending the Closing.........................................25 5.2 Certain Tax Matters............................................................................27 5.3 Other Actions..................................................................................27 ARTICLE 6 ADDITIONAL COVENANTS AND AGREEMENTS............................................................28 6.1 Access and Information.........................................................................28 6.2 Employment Agreements and Agreements Not to Compete............................................28 6.3 Press Releases.................................................................................28 6.4 Negotiations...................................................................................28 6.5 Indemnification................................................................................29 6.6 Nature and Survival of Representations.........................................................31 6.7 Limitations on Transfer of Shares; Rights of First Refusal.....................................33 ARTICLE 7 CONDITIONS TO CLOSING..........................................................................35 7.1 Conditions to BFS's, BTI's and Shareholders' Obligations.......................................35 {/TABLE} i {PAGE} {TABLE} {CAPTION} Page ---- {S} {C} {C} 7.2 Conditions to the Obligations of the Company...................................................35 7.3 Closing Deliveries By BFS, BTI and Shareholders................................................36 7.4 Closing Deliveries By Company..................................................................37 7.5 Real Estate Purchase Agreement.................................................................37 ARTICLE 8 TERMINATION....................................................................................38 8.1 Termination by Company or Shareholders.........................................................38 8.2 Termination by Mutual Consent..................................................................38 8.3 Termination by Any Party.......................................................................38 8.4 Material Breach................................................................................38 8.5 Lapse of Time..................................................................................38 8.6 Effect of Termination..........................................................................38 ARTICLE 9 GENERAL PROVISIONS.............................................................................39 9.1 Notices........................................................................................39 9.2 Interpretation.................................................................................40 9.3 Severability...................................................................................40 9.4 Miscellaneous..................................................................................40 9.5 Separate Counsel...............................................................................40 9.6 Governing Law..................................................................................40 9.7 Counterparts...................................................................................40 9.8 Amendment......................................................................................40 9.9 Parties In Interest: No Third Party Beneficiaries..............................................41 9.10 Expenses.......................................................................................41 9.11 Rule of Construction that Ambiguities to be Construed Against Drafter Not Applicable.....................................................................................41 9.12 STSI Signature.................................................................................41 {/TABLE} ii {PAGE} AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Agreement and Plan of Merger and Reorganization, dated as of November 27, 2001, (this "Agreement"), among Syndicated Food Service International, Inc., f/k/a Floridino's International Holdings, Inc., a Florida corporation (the "Company"), Syndicated Food Service Group, Inc., a Delaware corporation ("SFSI"), Syndicated Transportation Service Group, Inc., a to-be formed Delaware corporation ("STSI"), Beasley Food Service, Inc. ("BFS"), an Indiana corporation, Beasley Transportation, Inc, ("BTI"), an Indiana corporation, Charles Beasley ("CB") and Marjorie Beasley ("MB"), both residents of Monroe County, Indiana (CB and MB are referred to herein individually and collectively, as the "Shareholders"). W I T N E S S E T H: WHEREAS, the Boards of Directors of the Company, SFSI, STSI, BFS and BTI have adopted resolutions approving and adopting this Agreement upon the terms and conditions set forth in this Agreement; WHEREAS, the Shareholders own 100% of the outstanding capital stock of BFS and BTI, and the real estate (the "Real Estate") on which they conduct their wholesale food distribution business operations and desire to enter into this Agreement to provide for the conversion of their shares of BFS and BTI stock for stock in the Company and other consideration in a statutory merger, so that after the merger BFS and BTI will be wholly owned subsidiaries of SFSI, the receipt of cash as provided below and the sale of the Real Estate by the Shareholders to Syndicated Bloomington I, LLC, a Delaware limited liability company, a subsidiary of the Company ("LLC"). WHEREAS, the Boards of Directors of the Company, SFSI, STSI, BFS and BTI have approved the proposed mergers, on the terms and conditions set forth in this Agreement, of BFS and BTI with and into SFSI and STSI, respectively (collectively, the "Merger") in accordance with the terms set forth in the Plans of Merger in the form attached hereto as Exhibits A-1 and A-2 (the "Plans of Merger"), which states, among other things, the manner and basis of converting the issued and outstanding shares of BFS and BTI Common Stock, without par value ("BFS and BTI Common Stock"), into shares of Company common stock, cash and promissory notes to be issued by the Company; WHEREAS, the parties' obligations under this Agreement are conditioned upon the Merger becoming effective under the laws of the States of Delaware and Indiana. NOW THEREFORE, in consideration of the representations, warranties, covenants and agreements herein contained in this Agreement, the legal sufficiency of which is hereby acknowledged, the parties agree as follows: {PAGE} ARTICLE 1 THE MERGER AND REORGANIZATION 1.1 The Merger. Subject to the terms and conditions of this Agreement and the Plans of Merger, BFS and BTI shall be merged with and into SFSI and STSI so that BFS and BTI shall become wholly owned subsidiaries of the Company, and SFSI and STSI shall be the surviving corporations in the Merger (sometimes referred to as the "Surviving Corporations") and SFSI and STSI shall continue their corporate existence under the laws of the State of Delaware. The Merger shall be consummated when properly executed and certified copies of the Plans of Merger are filed in accordance with the General Corporation Law of the State of Delaware and the Indiana Business Corporation Law with the Secretaries of State of the States of Delaware and Indiana (the date and time of such filings is the "Effective Time"). From and after the Effective Time, the Surviving Corporation in each merger shall possess all of the rights, privileges, powers and franchises of a public as well as of a private nature, and be subject to all the restrictions, disabilities and duties, of each of the parties to the Merger, all as set forth in the General Corporation Law of the State of Delaware. 1.2 Conversion of Shares into Company Shares and Notes. Upon effectiveness of the Merger, by virtue of the Merger and without any further action on the part of any of the Company, SFSI, STSI or the Shareholders, all of the outstanding shares of BFS and BTI Common Stock shall be exchanged for and converted into (a) 458,716 shares of Company Common Stock ("Shares"), (b) a $1,266,420.00 Promissory Note of the Company in the form attached as Exhibit B ("Note") and (3) the cash amount of $800,000. The Note will be secured pursuant to the terms of a Security Agreement in the form attached as Exhibit C ("Security Agreement"). The Shares shall be subject to the transfer restrictions provided under Sections 3.1(c) and 6.7 and held in escrow pursuant to the Pledge and Escrow Agreement to be entered into substantially in the form attached as Exhibit D. The Note shall be subject to set-off as provided below. All outstanding shares of BFS and BTI Common Stock will be cancelled in the Merger. Fractional shares will be rounded to the nearest whole number in an effort to equitably account for otherwise fractional shares. No fractional shares or cash in lieu of fractional shares will be issued. 1.3 Tax-free Reorganization. The parties intend that the Merger shall constitute a tax- free reorganization within the meaning of Section 368(a)(1)(A) and Section 368(a)(2)(D) of the Internal Revenue Code of 1986, as amended (the "Code"). 2 {PAGE} 1.4 Exchange or Consideration. On the Closing Date, the Shareholders shall surrender all certificates representing BFS and BTI Common Stock, and the Shareholders shall then be entitled to receive the cash payment of $800,000, the number of shares of Company Common Stock provided for in Section 1.2(a) above and the Note provided in 1.2(b) above. The Shares of Company Common Stock will be delivered by the transfer agent for Company to Barnes & Thornburg, acting as escrow agent, pursuant to the Pledge and Escrow Agreement as soon as practical after the Closing Date, but in no event later than the fifth (5th) business day after the Closing. 1.5 Closing. Subject to the provisions of this Agreement, the closing (the "Closing") of the transactions contemplated by this Agreement shall take place at the offices of Proskauer Rose LLP, 1585 Broadway, New York, New York 10036, on or before December 17, 2001 at 10:00 a.m. (the "Closing Date"), or at such other time, place or date as the Company and the Shareholders may mutually agree; provided however, that if a condition to the Closing set forth in Article 7 or elsewhere herein shall not have been fulfilled or waived at that time, any party entitled to the benefits of the condition may postpone the Closing by notice to the other parties until the condition or conditions shall have been met or waived, except that in no event shall the Closing occur after December 31, 2001 without the written agreement of all parties. Concurrently with the Closing, the Plans of Merger shall be filed with the Secretaries of State of the States of Delaware and Indiana. Closing shall be conditioned upon effectiveness of the Merger in such States. 1.6 Certificate of Incorporation and By-Laws of the Surviving Corporation. The Certificates of Incorporation and By-Laws of SFSI and STSI (when formed), as in effect immediately prior to the effective time, shall be the Certificates of Incorporation and By-Laws of the Surviving Corporations, until thereafter changed or amended as provided therein or by law. 1.7 Board of Directors and Officers. The directors and officers of SFSI and STSI (when formed) immediately prior to the Merger shall be the initial directors and officers of the Surviving Corporations, each of such directors and officers to hold office, subject to the applicable provisions of the Certificates of Incorporation and By-Laws of the Surviving Corporations, until their successors are duly elected and qualified, or their earlier death, resignation or removal. The Surviving Corporations may add such additional officers and directors on or after the Closing Date as they shall see fit. 1.8 Treatment of Stock Options and Warrants. Immediately prior to the effective time of the Merger, each outstanding debt obligation convertible into shares, option or warrant to purchase shares of BFS or BTI capital stock, if any, whether vested or unvested, will be cancelled as of the effective time of the Merger and releases in form 3 {PAGE} and substance satisfactory to the Company and its counsel will be executed by each such option or warrant holder. ARTICLE 2 384956	SFSI Syndicated Food Service International Inc. ( Restaurants ) As referenced in this Agreement and Plan of Merger and Reorganization: Syndicated Food Service International, Inc – {DOCUMENT} {TYPE}EX-10.12 {SEQUENCE}11 {FILENAME}ex10-12.txt {DESCRIPTION}AGREEMENT AND PLAN OF MERGER {TEXT} Exhibit 10.12 * * * * * AGREEMENT AND PLAN OF MERGER AND REORGANIZATION among Syndicated Food Service International, Inc . (f/k/a Floridino's International Holdings, Inc.), Syndicated Food Service Group, Inc., Syndicated Transportation Service Group, Inc., Beasley Food Service, Inc., Beasley Transportation, Inc. and Charles A. Beasley _____________ Syndicated Food Service International, Inc – STSI Signature.................................................................................41 {/TABLE} ii {PAGE} AGREEMENT AND PLAN OF MERGER AND REORGANIZATION This Agreement and Plan of Merger and Reorganization, dated as of November 27, 2001, (this "Agreement"), among Syndicated Food Service International, Inc ., f/k/a Floridino's International Holdings, Inc., a Florida corporation (the "Company"), Syndicated Food Service Group, Inc., a Delaware corporation ("SFSI"), Syndicated Transportation Service Group, Inc., a to- _____________ Syndicated Food Service International, Inc – in any event prior to the Closing. [remainder of page intentionally blank] 41 {PAGE} IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. Syndicated Food Service International, Inc . Beasley Food Service, Inc. f/k/a Floridino's International Holdings, Inc. By: /s/ William C. Keeler By: /s/ Charles A. Beasley -------------------------------- --------------------------- William C. Keeler, Charles A. Beasley, President _____________ dt 1323543 ;	Barnes Barnes & Thornburg ( Legal ) As referenced in this Agreement and Plan of Merger and Reorganization: Barnes & Thornburg – Section 1.2(a) above and the Note provided in 1.2(b) above. The Shares of Company Common Stock will be delivered by the transfer agent for Company to Barnes & Thornburg , acting as escrow agent, pursuant to the Pledge and Escrow Agreement as soon as practical after the Closing Date, but in no event later than the fifth (5th) business _____________ Barnes & Thornburg – Marjorie Beasley, Shareholder Beasley Food Service, Inc. 4863 W. Vernal Pike Bloomington, IN 47402-1938 Fax No: 812-331-6887 39 {PAGE} With a copy to: --------------- John W. Boyd, Esq. Barnes & Thornburg 11 South Meridian Street Indianapolis, IN 46204 Fax No: 317-231-7433 9.2 Interpretation. The headings contained in this Agreement are for reference purposes only and shall not _____________ dt 1475515
$99	Preview Full Doc	2000	Agreement and Plan of Merger Agreement and Plan of Merger (351K) Doc #387005: Click preview link for longer preview. AGREEMENT AND PLAN OF MERGER by and among CADBURY SCHWEPPES PLC, CSN ACQUISITION INC., CRC ACQUISITION INC., TRIARC COMPANIES, INC., SNAPPLE BEVERAGE GROUP, INC., and ROYAL CROWN COMPANY, INC. September 15, 2000 TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS AND TERMS..................................... 1.1 Specific Definitions...................................... 1.2 Terms Defined Elsewhere in the Agreement.................. 1.3 Other Definitional Provisions............................ 1.4 References to Time....................................... ARTICLE II THE MERGER.............................. ............... 2.1 The Merger............................................... 2.2 Merger Consideration..................................... 2.3 Closing.................................................. 2.4 Effective Time........................................... 2.5 Effects of the Merger.................................... 2.6 Certificate of Incorporation and By-Laws................. 2.7 Directors................................................ 2.8 Officers................................................. 2.9 Conversion of Capital Stock.............................. 2.10 Deliveries by CS......................................... 2.11 Deliveries by Parent and Merging Companies............... ARTICLE III REPRESENTATIONS AND WARRANTIES OF PARENT AND MERGING COMPANIES.................................... 3.1 Organization and Qualification........................... 3.2 Capitalization; Subsidiaries............................. 3.3 Corporate Authorization.................................. 3.4 Consents and Approvals................................... 3.5 Non-Contravention........................................ 3.6 Binding Effect........................................... 3.7 Financial Statements; No Undisclosed Liabilities; Absence of Certain Changes...................................... 3.8 Litigation............................................... 3.9 Taxes.................................................... 3.10 Employee Benefits........................................ 3.11 Compliance with Laws..................................... 3.12 Intellectual Property.................................... 3.13 Contracts............................................. 3.14 Brokers............................................... 3.15 Title to Properties................................... 3.16 Environmental Matters................................. 3.17 Labor Relations....................................... 3.18 Business Relationships; Receivables................... 3.19 Corporate Matters..................................... 3.20 Insurance............................................. 3.21 Inventories........................................... 3.22 SEC Documents......................................... 3.23 No Other Representations or Warranties................ 3.24 Disclosure Schedule................................... 3.25 Loading............................................... ARTICLE IV REPRESENTATIONS AND WARRANTIES OF CS.................. 4.1 Organization and Qualification........................ 4.2 Corporate Authorization............................... 4.3 Consents and Approvals................................ 4.4 Non-Contravention..................................... 4.5 Binding Effect........................................ 4.6 Brokers............................................... 4.7 Purchase for Investment............................... 4.8 Sufficient Funds...................................... 4.9 No Other Representations or Warranties................ ARTICLE V COVENANTS............................................. 5.1 Conduct of Businesses Pending Closing................. 5.2 Access................................................ 5.3 Cooperation........................................... 5.4 Antitrust Notification................................ 5.5 Supplemental Disclosure............................... 5.6 Further Assurances.................................... 5.7 Announcements......................................... 5.8 Preservation of Records............................... 5.9 Related Party Payments................................ 5.10 Insurance/Employee Benefits........................... 5.11 Assumption of 2018 Debentures......................... 5.11.1 Delivery of Class A Shares; Character of Class A Shares.................... 5.11.2 Conversion Rate....................................... 5.11.3 Preservation of Conversion Rights..................... 5.11.4 Corporate Existence................................... 5.11.5 Defaults under Parent Indenture....................... 5.11.6 Execution and Delivery of Supplemental Parent Indenture..................... 5.11.7 Trustee Certificate................................... 5.11.8 Officers' Certificates; Opinion of Counsel to Parent.. 5.11.9 Registration Rights................................... 5.11.10 Survival of Covenants...................... .......... 5.11.11 Indemnities........................................... 5.11.12 Actions by CS......................................... 5.12 Assumption of 10-1/4% Notes........................... 5.12.1 Defaults under Indenture.............................. 5.12.2 Amendment of Indenture and Related Matters............ 5.12.3 Survival of Covenants................................. 5.12.4 Trustee Certificate................................... 5.12.5 Officers' Certificate; Opinion of Counsel to Parent and CS..................... 5.12.6 Actions by CS......................................... 5.12.7 Indemnities........................................... 5.13 No Solicitation....................................... 5.14 Payments for Options.................................. 5.15 Debt Agreements....................................... 5.16 Confidentiality....................................... 5.17 Securities Law Filings................................ ARTICLE VI CONDITIONS TO CLOSING................................. 6.1 Conditions to the Obligations of CS, Merger Subs, Parent and Merging Companies................................ 6.2 Conditions to the Obligations of CS and Merger Subs... 6.3 Conditions to the Obligations of Parent and Merging Companies........................................ ARTICLE VII SURVIVAL; GENERAL INDEMNIFICATION..................... 7.1 Survival of Representations and Warranties............ 7.2 Indemnification by CS and Merger Sub.................. 7.3 Indemnification by Parent and Merging Companies....... 7.4 Procedure for Indemnification......................... 7.5 Limits on Indemnification............................. 7.6 Characterization of Indemnification Payments.......... 7.7 Computation of Losses; Disputes....................... ARTICLE VIII TAX MATTERS; TAX INDEMNIFICATION...................... 8.1 Tax Indemnities....................................... 8.2 Refunds and Tax Benefits.............................. 8.3 Contests.............................................. 8.4 Preparation of Tax Returns............................ 8.5 Cooperation and Exchange of Information............... 8.6 Conveyance Taxes...................................... 8.7 FIRPTA Certificates................................... 8.8 Miscellaneous......................................... ARTICLE IX TERMINATION........................................... 9.1 Termination........................................... 9.2 Effect of Termination................................. 9.3 Termination Fee....................................... ARTICLE X NONCOMPETITION........................................ 10.1 Noncompetition Period................................. 10.2 Modification of Noncompetition Covenant............... 10.3 Equitable Remedy...................................... ARTICLE XI GENERAL PROVISIONS.................................... 11.1 Extension; Waiver..................................... 11.2 Amendment............................................. 11.3 Expenses.............................................. 11.4 Governing Law......................................... 11.5 Notices............................................... 11.6 Entire Agreement...................................... 11.7 Disclosure Schedule................................... 11.8 Headings; References.................................. 11.9 Counterparts.......................................... 11.10 Parties in Interest; Assignment....................... 11.11 No Third Party Beneficiaries.......................... 11.12 Severability; Enforcement............................. 11.13 Consent to Jurisdiction............................... EXHIBITS Exhibit A -- Form of Promissory Note Exhibit B -- Form of Custody Agreement Exhibit C -- Form of Indemnity Agreement Exhibit D -- Form of Registration Rights Agreement AGREEMENT AND PLAN OF MERGER AGREEMENT AND PLAN OF MERGER, dated as of September 15, 2000 (the "AGREEMENT"), by and among CADBURY SCHWEPPES PLC, an English public limited company ("CS"), CSN ACQUISITION INC., a Delaware corporation and an Affiliate of CS ("MERGER SUB SB"), CRC ACQUISITION INC., a Delaware corporation and an Affiliate of CS ("MERGER SUB RC" and, collectively with Merger Sub SB, the "MERGERS SUBS"), TRIARC COMPANIES, INC., a Delaware corporation ("PARENT"), SNAPPLE BEVERAGE GROUP, INC., a Delaware corporation ("SBG"), and ROYAL CROWN COMPANY, INC., a Delaware corporation ("RC" and, together with SBG, collectively, the "MERGING COMPANIES"). W I T N E S S E T H: WHEREAS, (i) the respective boards of directors of CS, Merger Sub SB and SBG have determined that the merger of Merger Sub SB with and into SBG with SBG surviving as a wholly owned subsidiary of CS (the "SBG MERGER") and (ii) the respective boards of directors of CS, Merger Sub RC, and RC have determined that the merger of Merger Sub RC with and into RC with RC surviving as a wholly owned subsidiary of CS (the "RC MERGER" and, collectively with the SBG Merger, the "MERGERS"), is advisable and in the best interest of their respective corporations and stockholders and consequently have approved and adopted the Mergers (as applicable) and this Agreement.