SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(a) OF THE
SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
Filed by the Registrant /X/
Filed by a Party other than the Registrant / /
Check the appropriate box:
/ / Preliminary Proxy Statement
/ / Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/ / Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
J&J Snack Food
------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)
Payment of Filing Fee (Check the appropriate box):
/X/ No fee required
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11
(1) Title of each class of securities to which transaction applies:
(2) Aggregate number of securities to which transaction applies:
(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (set forth the amount on which the
filing fee is calculated and state how it was determined):
(4) Proposed maximum aggregate value of transaction:
(5) Total fee paid:
/ / Fee paid previously with preliminary materials.
/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
(1) Amount Previously Paid:
(2) Form, Schedule or Registration Statement No.:
(3) Filing Party:
(4) Date Filed:
[graphic omitted: J&J Snack Foods Logo]
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
February 6, 2003
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of J & J SNACK FOODS CORP. will be held
on Thursday, February 6, 2003 at 10:00 A.M., E.S.T., at The Cherry Hill
Hilton, Route 70 and Cuthbert Road, Cherry Hill, New Jersey 08034 for the
following purposes:
1. To elect one director;
2. To consider and act upon a proposal to approve a Stock Option Plan
for officers, directors and key employees which was adopted by the
Board of Directors on November 26, 2002; and
3. To consider and act upon such other matters as may properly come
before the meeting and any adjournments thereof.
The Board of Directors has fixed December 7, 2002 as the record date for the
determination of shareholders entitled to vote at the Annual Meeting. Only
shareholders of record at the close of business on that date will be entitled
to notice of, and to vote at, the Annual Meeting.
YOU ARE CORDIALLY INVITED TO ATTEND THE ANNUAL MEETING IN PERSON. WHETHER OR NOT
YOU EXPECT TO ATTEND THE ANNUAL MEETING IN PERSON, YOU ARE URGED TO SIGN, DATE
AND PROMPTLY RETURN THE ENCLOSED PROXY. A SELF- ADDRESSED, STAMPED ENVELOPE IS
ENCLOSED FOR YOUR CONVENIENCE. NO POSTAGE IS REQUIRED IF MAILED IN THE UNITED
STATES.
By Order of the Board of Directors,
Dennis G. Moore,
Secretary
December 19, 2002
[graphic omitted: J&J Snack Foods Logo]
6000 Central Highway
Pennsauken, New Jersey 08109
--------------------
PROXY STATEMENT
--------------------
The enclosed proxy is solicited by and on behalf of J & J Snack Foods Corp.
("J & J") for use at the Annual Meeting of Shareholders to be held on
Thursday, February 6, 2003 at 10:00 A.M., E.S.T., at The Cherry Hill Hilton,
Route 70 and Cuthbert Road, Cherry Hill, New Jersey 08034 and at any
postponement or adjournment thereof. The approximate date on which this Proxy
Statement and the accompanying form of proxy will first be sent or given to
shareholders is December 19, 2002. Sending a signed proxy will not affect the
shareholder's right to attend the Annual Meeting and vote in person since the
proxy is revocable. The grant of a later proxy revokes this proxy. The
presence at the meeting of a shareholder who has given a proxy does not revoke
the proxy unless the shareholder files written notice of the revocation with
the secretary of the meeting prior to the voting of proxy or votes the shares
subject to the proxy by written ballot.
The expense of the proxy solicitation will be borne by J & J. In addition to
solicitation by mail, proxies may be solicited in person or by telephone,
telegraph or teletype by directors, officers or employees of J & J without
additional compensation. J & J is required to pay the reasonable expenses
incurred by record holders of the common stock, no par value per share, of J & J
(the "Common Stock") who are brokers, dealers, banks or voting trustees, or
other nominees, for mailing proxy material and annual shareholder reports to any
beneficial owners of Common Stock they hold of record, upon request of such
record holders.
A form of proxy is enclosed. If properly executed and received in time for
voting, and not revoked, the enclosed proxy will be voted as indicated in
accordance with the instructions thereon. If no directions to the contrary are
indicated, the persons named in the enclosed proxy will vote all shares of
Common Stock for the election of the nominees for director.
The enclosed proxy confers discretionary authority to vote with respect to
any and all of the following matters that may come before the meeting: (i)
matters which J & J does not know about a reasonable time before the proxy
solicitation, and are presented at the meeting; (ii) approval of the minutes
of a prior meeting of shareholders, if such approval does not amount to
ratification of the action taken at the meeting; (iii) the election of any
person to any office for which a bona fide nominee is unable to serve or for
good cause will not serve; and (iv) matters incident to the conduct of the
meeting. In connection with such matters, the persons named in the enclosed
form of proxy will vote in accordance with their best judgment.
J & J had 8,904,680 shares of Common Stock outstanding at the close of
business on December 7, 2002 the record date. The presence, in person or by
proxy, of shareholders entitled to cast at least a majority of the votes which
all shareholders are entitled to cast on a particular matter constitutes a
quorum for the purpose of considering such matter. Each share of Common Stock
is entitled to one vote on each matter which may be brought before the
Meeting. The election of directors will be determined by a plurality vote and
the nominee receiving the most "for" votes will be elected. Approval of any
other proposal will require the affirmative vote of a majority of the shares
cast on the proposal. An abstention, withholding of authority to vote for or
broker non-vote, therefore, will not have the same legal effect as an
"against" vote and will not be counted in determining whether the proposal has
received the required shareholder vote. Shareholders do not have approval or
dissenter rights with respect to election of Directors or with respect to the
approval of the Stock Option Plan.
1
PROPOSAL 1
INFORMATION CONCERNING NOMINEE FOR ELECTION TO BOARD
One (1) director is expected to be elected at the Annual Meeting to serve on
the Board of Directors of J & J until the expiration of his term as indicated
below and until his successor is elected and has qualified.
The following table sets forth information concerning J & J's nominee for
election to the Board of Directors. If the nominee becomes unable or for good
cause will not serve, the persons named in the enclosed form of proxy will
vote in accordance with their best judgment for the election of such
substitute nominee as shall be designated by the Board of Directors. The Board
of Directors of J & J expects the nominee to be willing and able to serve.
Year of
Expiration of
Name Age Position Term as Director
-----------------------------------------------------------------------------------------------------------------------------------
Stephen N. Frankel 61 Director 2008
INFORMATION CONCERNING CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
Year of
Expiration of
Name Age Position Term as Director
-----------------------------------------------------------------------------------------------------------------------------------
Leonard M. Lodish 59 Director 2004
Dennis G. Moore 47 Senior Vice President, Chief Financial Officer, 2007
Secretary, Treasurer and Director
Robert M. Radano 53 Senior Vice President, Chief Operating Officer and Director 2006
Gerald B. Shreiber 61 Chairman, Chief Executive Officer, President and Director 2005
Peter G. Stanley 60 Director 2006
Daniel Fachner 42 President, The ICEE Company ---
Michael Karaban 56 Senior Vice President, Marketing ---
Gerald B. Shreiber is the founder of J & J and has served as its Chairman of
the Board, President, and Chief Executive Officer since its inception in 1971.
Stephen N. Frankel became a director in 1983. Since 1976 he has been the
President and sole shareholder of Stephen N. Frankel Realtor, Inc. which is
engaged in commercial and industrial real estate in the South Jersey area.
Leonard M. Lodish became a director in 1992. He is Samuel R. Harrell
Professor in the Marketing Department and Vice Dean, Wharton West of The
Wharton School at the University of Pennsylvania where he has been a professor
since 1968. He is a Director of Franklin Electronic Publishing, Inc.(maker of
portable electronic reference works) and Information Resources, Inc.
(marketing data and marketing research).
Dennis G. Moore joined J & J in 1984, and has served in various capacities
since that time. He was named Chief Financial Officer in 1992 and was elected
to the Board of Directors in 1995.
Robert M. Radano joined the Company in 1972 and in May 1996 was named Chief
Operating Officer of the Company. Prior to becoming Chief Operating Officer,
he was Senior Vice President, Sales responsible for national foodservice sales
of J & J. He was elected to the Board of Directors in 1996.
Peter G. Stanley became a director in 1983. From September 1996 to November
1999, Mr. Stanley was a self-employed business consultant. Since November 1999
he is the Vice President of Emerging Growth Equities, Ltd., an investment
banking firm.
Daniel Fachner has been an employee of The ICEE Company since 1979. Prior to
becoming President of The ICEE Company in August 1997, he had various
operational responsibilities.
2
Michael Karaban has been an employee of J & J Snack Foods Corp. in charge of
its Marketing Department since 1992, and in February 2002 was elected its
Senior Vice President, Marketing.
Board of Directors, Committees and Attendance at Meetings
The Board of Directors held 4 meetings during fiscal 2002. Each director
attended at least 75 percent of the meetings of the Board and committees of
which he was a member during fiscal 2002.
The Board of Directors has appointed a Compensation Committee consisting of
Messrs. Frankel, Lodish and Stanley to fix the compensation of the chief
executive officer. The Compensation Committee also administers the Company's
Stock Option Plan and the Nonstatutory Stock Option Plan for Non-Employee
Directors and Chief Executive Officer . The Board of Directors also has
appointed an Audit Committee consisting of Messrs. Frankel, Lodish and Stanley
to, among other things, review the reports submitted by J & J's independent
accountants and internal auditor and for reporting to the Board on the
Company's significant audit and accounting principles, practices and policies
relating to the Company. Pursuant to the recently passed federal legislation,
the role of the Audit Committee has been significantly increased. Its duties
include the appointment, compensation and overseeing of the Company's outside
auditors. The Audit Committee reviews and approves all non-audit services
which the outside auditors perform. The Committee has approved that Grant
Thornton LLP is involved in the preparation of tax returns, tax compliance as
well as special tax consulting usually involved with acquisitions. During
fiscal 2002, the Compensation Committee held one meeting and the Audit
Committee held three meetings.
The Board of Directors has not appointed a standing Nominating Committee.
Director Compensation
Each director of the Company who is not also an employee had received an
annual fee of $3,000 and a fee of $1,000 for each meeting of the Board or
committee meeting attended, plus reimbursement of expenses incurred in
attending meetings. Additionally, pursuant to the terms of the Company's
Nonstatutory Stock Option Plan for Non-Employee Directors and Chief Executive
Officer (which has expired), each director had been annually granted an option
to purchase 3,000 shares of Common Stock and the Chief Executive Officer had
been granted an option to purchase 25,000 shares of Common Stock at an
exercise price equal to the Common Stock's fair market value on May 1 each
year which would first be exercisable one year later.
Each director who is not also an executive officer of the Company had been
entitled annually to deferred compensation of 500 shares of the Company's
Common Stock under a Deferred Stock Plan. The stock will be issued to the
director on the date the director leaves the Board.
Beginning in fiscal year 2003 each director will no longer receive fees for
attendance at committee meetings and will no longer receive stock options.
Annual grants to each director under the Deferred Stock Plan have been
increased to 1,500 shares. In addition, the Chairman of the Audit Committee
will receive an annual fee of $5,000.
The annual grant to the Chief Executive Officer of non-qualified stock
options is provided for in the Stock Option Plan which is being presented to
the Shareholders under Proposal 2. As described under Proposal 2, this grant
of options is being reduced to 10,000 shares per year.
3
EXECUTIVE COMPENSATION
Summary Compensation
The following table sets forth certain information regarding the
compensation paid to the Chief Executive Officer and each of the four other
most highly compensated executive officers of the Company for services
rendered in all capacities for fiscal 2002, 2001 and 2000:
Summary Compensation Table
Long Term
Compensation
Annual Compensation Award
------------------- ------------ All Other
Name and Principal Position Year Salary Bonus All Other(1) Options Compensation(2)
--------------------------- ---- ------ ----- ------------ ------- ---------------
Gerald B. Shreiber 2002 $525,000 $400,000 $694,000 25,000 $ 6,000
Chairman of the Board, 2001 $500,000 $330,000 119,000 25,000 $ 6,000
President, Chief Executive 2000 $510,000 $300,000 -0- 25,000 $ 5,000
Officer and Director
Robert M. Radano 2002 $225,000 $100,000 $130,000 2,598 $ 6,000
Chief Operating Officer, 2001 $221,000 $100,000 $ 87,000 4,716 $ 6,000
Senior Vice President, 2000 $204,000 $100,000 $101,000 6,000 $ 5,000
Sales and Director
Dennis G. Moore 2002 $255,000 $132,000 $182,000 2,598 $ 6,000
Senior Vice President, 2001 $244,000 $120,000 $ 95,000 4,716 $ 6,000
Chief Financial Officer 2000 $238,000 $100,000 $ 56,000 7,000 $ 5,000
and Director
Daniel Fachner 2002 $245,000 $215,000 $324,000 2,598 $ 6,000
President 2001 $225,000 $150,000 $ 79,000 4,716 $ 6,000
The ICEE Company 2000 $224,000 $125,000 $ 16,000 6,000 $ 4,000
Michael Karaban 2002 $198,000 $ 25,000 $ 62,000 2,200 $ 6,000
Senior Vice President - 2001 $193,000 $ 18,000 $ 36,000 3,000 $ 5,000
Marketing 2000 $190,000 $ 16,000 $ 84,000 4,000 $ 5,000
---------------
(1) Value realized upon the exercise of stock options.
(2) 401(K) Profit Sharing Plan Contribution.
4
Equity Compensation Plan
The following table sets forth certain information regarding the Company's
Stock Option Plan as of September 28, 2002.
Number of Securities
remaining available for
Number of Securities to Weighted average future issuance under
be issued upon exercise of exercise price of equity compensation plans
outstanding options, outstanding options, [excluding securities
Plan Category warrants and rights warrants and rights reflected in column 1] (1)
-----------------------------------------------------------------------------------------------------------------------------------
Equity
compensation plans
approved by
security holders 1,053,191 $19.44 -0-
Equity
compensation plans
not approved by
security holders N/A N/A N/A
---------------
(1) Excluding any increase in Common Shares authorized to be issued under the
Stock Option Plan resulting from the approval by the shareholders of Proposal
2 of this Proxy Statement.
Option Grants
The following table sets forth certain information concerning stock options
granted during fiscal 2002 to the Chief Executive Officer and to each of the
four other most highly compensated executive officers of the Company.
Option Grants in Last Fiscal Year
Potential Realization
Values at Assumed
Annual Rates of Stock
Price Appreciation
for
Individual Grants Option Term
--------------------------------------------------------------------------------------------------------- ---------------------
% of Total
Options Granted
Options to Employees Exercise Expiration
Name Granted in Fiscal Year Price Date 5% 10%
-----------------------------------------------------------------------------------------------------------------------------------
Gerald B. Shreiber 25,000(1) 24% $39.53 4/30/12 $621,500 $1,575,000
Robert M. Radano 2,598(2) 2% $38.48 9/27/07 $ 28,000 $ 61,000
Dennis G. Moore 2,598(2) 2% $38.48 9/27/07 $ 28,000 $ 61,000
Daniel Fachner 2,598(2) 2% $38.48 9/27/07 $ 28,000 $ 61,000
Michael Karaban 2,200(2) 2% $38.48 9/27/07 $ 23,000 $ 52,000
---------------
(1) All options granted are first exercisable on 5/1/03
(2) All options granted are first exercisable on 9/27/05
Option Exercises and Holdings
The following table summarizes exercises of stock options during fiscal year
2002 by the Chief Executive Officer and highly compensated executives and the
number of unexercised options and the value of unexercised options held at the
end of fiscal year 2002.
5
Aggregated Option Exercises in Last Fiscal Year
and Fiscal Year-End Option Values
Value of Unexercised
Number of Unexercised In-the-Money Options
Shares Options at FY-End(#) at FY-End($)
Acquired on Value Exercisable/ Exercisable/
Name Exercise (#) Realized ($) Unexercisable Unexercisable
-----------------------------------------------------------------------------------------------------------------------------------
Gerald B. Shreiber 25,000 $694,000 225,000/25,000 $4,286,000/$0
Robert M. Radano 6,349 $130,000 4,371/13,314 $ 68,000/$236,000
Dennis G. Moore 7,000 $182,000 10,720/14,314 $ 213,000/$262,000
Daniel Fachner 12,349 $324,000 4,371/13,314 $ 68,000/$236,000
Michael Karaban 3,000 $ 62,000 3,000/ 9,200 $ 51,000/$155,000
Option Repricing
The following table sets forth information concerning repricings of options
held by executive officers of the Company during the last ten completed fiscal
years:
Ten-Year Option/SAR Repricings
Length of
Number of Original
Securities Market Price Exercise Option Term
Underlying of Stock at Price at Remaining At
Options/SARs Time of Time of New Date of
Repriced or Repricing or Repricing or Exercise Repricing or
Name Date Amended (#) Amendment ($) Amendment ($) Price ($) Amendment
-----------------------------------------------------------------------------------------------------------------------------------
Robert M. Radano 8/1/96 6,000* $9.75 $12.375 $9.75 58 months
Senior Vice President,
Chief Operating
Officer
Dennis G. Moore 8/1/96 6,000* $9.75 $12.375 $9.75 58 months
Senior V.P., Chief
Financial Officer,
Secretary/Treasurer
Daniel Fachner 8/1/96 5,000* $9.75 $12.375 $9.75 58 months
President,
The ICEE Company
Michael Karaban, 8/1/96 6,000* $9.75 $12.375 $9.75 58 months
Senior Vice President -
Marketing
---------------
*Effective August 1, 1996, above referenced options to purchase shares of
Common Stock at an exercise price of $12.375 per share, granted on May 24,
1996, were canceled and replaced by options to purchase shares at an exercise
price of $9.75 per share.
401(k) Profit Sharing Plan
J & J maintains a 401(K) Profit Sharing Plan for the benefit of eligible
employees. J & J's contribution is based upon the individual employee's
contribution. During the fiscal year ended September 28, 2002 contributions in
the amount of $1,051,000 were made to the 401(K) Profit Sharing Plan.
Compensation Committee Report
The Compensation Committee of the Board of Directors is composed of
directors who are not employees of J & J and is responsible for developing and
making recommendations to the Board with respect to J & J's executive
compensation programs. In addition, the Compensation Committee, pursuant to
authority delegated by
6
the Board, determines on an annual basis the compensation to be paid to the
Chief Executive Officer. The Compensation Committee neither reviews nor
approves the decisions of the Chief Executive Officer with respect to the
compensation of the other executive officers.
J & J's compensation is comprised of base salary, bonus, long term incentive
compensation in the form of stock options, and various benefits generally
available to all full-time employees of the Company, including participation
in group medical and life insurance plans and the 401(K) Profit Sharing Plan.
Base Salary
Base salary levels for J & J's executive officers are competitively set
relative to companies in the food industry. In obtaining competitive
information, the Company informally reviews newspaper and trade journal
reports and information gathered from discussion with others in the industry.
No formal survey is undertaken.
Bonuses
Annual performance standards for each executive officer's area of
responsibility are established by the Chief Executive Officer for other
executive officers. In some cases, bonuses are linked primarily to achieving
increases from the prior year's sales and/or earnings. In other cases, bonuses
reflect a more subjective view of an individual's performance.
While the bonus for Mr. Shreiber was not linked to any specific formula, the
Compensation Committee has established a guideline of 3% of Net Earnings. It
then considers whether this guideline should be adjusted by other factors.
Other factors considered include the long term aspect of the Company's
performance and year to year results. Among the items considered by the
Committee were J & J's Sales, Operating Income, Operating Income as a percent
of sales, Net Earnings, Earnings Per Share, Return on Equity and Stock Price.
These items were reviewed for the previous year and for a five year period.
The Committee reviewed and considered published reports about the compensation
levels of the 100 largest public companies in the Delaware Valley. The
Committee also considers matters which are likely to have a long term impact
on the Company but may not be reflected on the annual financial statements.
Stock Options
The Company uses the Stock Option Plan as its long-term incentive plan for
executive officers and key employees. The objectives of this Plan are to align
the long term interests of executive officers and shareholders by creating a
direct link between executive compensation and shareholder return and to
enable executives to develop and maintain a significant long term equity
interest in J & J. Options given to the Chief Executive Officer had been fixed
according to a Nonstatutory Plan. Options given to other executive officers
are recommended by the Chief Executive Officer and approved by the
Compensation Committee. On September 27, 2002, options were awarded to various
employees at the then price of $38.48.
COMPENSATION COMMITTEE
STEPHEN N. FRANKEL
LEONARD M. LODISH
PETER G. STANLEY
7
STOCK PERFORMANCE GRAPH
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN*
AMONG J & J SNACK FOODS CORP.
THE NASDAQ STOCK MARKET (U.S.) INDEX, AND THE S & P PACKAGED FOOD INDEX
[graphic omitted: Stock Performance Graph]
J & J SNACK FOODS CORP
Cumulative Total Return
-------------------------------------------------------------------
9/97 9/98 9/99 9/00 9/01 9/02
J & J SNACK FOODS CORPORATION 100.00 113.85 121.54 79.62 115.38 226.77
NASDAQ STOCK MARKET (U.S.) 100.00 101.58 165.95 220.33 90.05 70.90
S & P PACKAGED FOODS 100.00 106.15 102.15 96.79 116.71 116.09
* $100 invested on 9/30/97 in stock or index-including reinvestment of
dividends. Fiscal year ending September 30.
Copyright (C) 2002, Standard & Poor's, a division of The McGraw-Hill
Companies, Inc. All rights reserved.
www.researchdatagroup.com/S&P.htm
8
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 1, 2002 concerning
(i) each person or group known to J & J to be the beneficial owner of more
than 5% of Common Stock, (ii) each director and nominee for director of the
Company, (iii) each of the Company's four most highly compensated executive
officers for the 2002 fiscal year, and (iv) the beneficial ownership of Common
Stock by J & J's directors and all executive officers as a group. Except as
otherwise noted, each beneficial owner of the Common Stock listed below has
sole investment and voting power.
Shares
Name and Address Owned Percent
of Beneficial Owner Beneficially (1) of Class
--------------------------------------------------------------------------------
Directors, Nominees and Named Executive Officers
Gerald B. Shreiber .............................. 2,405,225(2) 26%
6000 Central Highway
Pennsauken, NJ 08109
Stephen N. Frankel .............................. 86,730(3)(4) *
Leonard M. Lodish ............................... 36,000(3) *
Dennis G. Moore ................................. 43,188(5) *
Robert M. Radano ................................ 54,504(6) *
Peter G. Stanley ................................ 45,661(3)(7) *
Daniel Fachner .................................. 18,326(8) *
Michael Karaban ................................. 21,820(9) *
All executive officers and directors as a group
(8 persons) ................................... 2,711,454(10) 29%
Five percent Shareholders
Dimensional Fund Advisors ....................... 492,400 6%
1299 Ocean Avenue
Santa Monica, CA 90041
EQSF Advisers, Inc. ............................. 506,845 6%
767 Third Avenue
New York, NY 10017
Systematic Financial Management ................. 510,119 6%
2 Executive Drive
Fort Lee, NJ 07024
---------------
* Less than 1%
(1) The securities "beneficially owned" by a person are determined in
accordance with the definition of "beneficial ownership" set forth in the
regulations of the Securities and Exchange Commission and, accordingly,
include securities owned by or for the spouse, children or certain other
relatives of such person as well as other securities as to which the
person has or shares voting or investment power or has the right to
acquire within 60 days of Record Date. The same shares may be beneficially
owned by more than one person. Beneficial ownership may be disclaimed as
to certain of the securities.
(2) Includes 225,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. Shreiber and exercisable within 60 days from the
date of this Proxy Statement, 68,949 shares held for the benefit of Mr.
Shreiber in J & J's 401(k) Plan and 52,000 shares owned by a charitable
foundation in which Mr. Shreiber has the right to vote and dispose of the
shares.
(3) Includes 27,000 shares of Common Stock issuable upon the exercise of
options and exercisable within 60 days from the date of this Proxy
Statement and 3,000 shares issuable under the Deferred Stock Plan.
9
(4) Includes 160 shares owned as trustee for children, and 500 shares owned by
Mr. Frankel's spouse.
(5) Includes 10,720 shares of Common Stock issuable upon the exercise of
options granted to Mr. Moore and exercisable within 60 days from the date
of this Proxy Statement and 1751 shares held for the benefit of Mr. Moore
in the Company's 401(k) Plan and 1,499 shares in the Company's Stock
Purchase Plan.
(6) Includes 4,371 shares of Common Stock issuable upon the exercise of
options granted to Mr. Radano and exercisable within 60 days from the date
of this Proxy Statement and 2,131 shares in the Company's Stock Purchase
Plan.
(7) Includes 4,308 shares owned jointly with Mr. Stanley's spouse with shared
voting and investment power.
(8) Includes 4,371 shares of Common Stock issuable upon the exercise of
options granted to Mr. Fachner and exercisable within 60 days from the
date of this Proxy Statement and 735 shares held for the benefit of Mr.
Fachner in the Company's 401(k) Plan and 946 shares in the Company's Stock
Purchase Plan.
(9) Includes 3,000 shares of Common Stock issuable upon the exercise of
options granted to Mr. Karaban and exercisable within 60 days from the
date of this Proxy Statement and 3,336 shares in the Company's Stock
Purchase Plan.
(10) Includes 328,462 shares of Common Stock issuable upon the exercise of
options granted to executive officers and directors of J & J and
exercisable within 60 days from the date of this Proxy Statement and 9,000
shares issuable under the Deferred Stock Plan.
SHAREHOLDER PROPOSALS
As to all such matters which the Company does not have notice on or prior to
December 21, 2002 discretionary authority shall be granted to the persons
designated in the Company's proxy related to the 2003 Meeting to vote on such
proposal. This procedure does not affect the Rule 14a-8 requirements
applicable to inclusion of shareholder proposals in the Company's proxy
materials related to the 2004 Meeting. A shareholder proposal regarding the
2004 Meeting must be submitted to the Company at its office located at 6000
Central Highway, Pennsauken, New Jersey 08109, by October 9, 2003 to receive
consideration for inclusion in the Company's 2004 proxy materials. Any such
proposal must also comply with the proxy rules under the Securities Exchange
Act, including Rule 14a-8.
COMPLIANCE WITH SECTION 16(A) OF THE
SECURITIES EXCHANGE ACT OF 1934
Section 16(A) of the Securities Exchange Act of 1934 requires that the
Company's directors and executive officers, and persons who beneficially own
more than ten percent of the Company's Common Stock, to file with the
Securities and Exchange Commission initial reports of ownership and reports of
changes in ownership of Common Stock and other equity securities of the
Company. Officers, directors and greater than ten-percent shareholders are
required by regulation of the Securities and Exchange Commission to furnish
the Company with copies of all Section 16(a) forms they file.
To the Company's knowledge, based solely on a review of the copies of such
reports furnished to the Company and written representations that no other
reports were required, all Section 16(a) filing requirements applicable to the
Company's officers, directors and greater than ten-percent beneficial owners
were complied with during fiscal 2002, except that Michael Karaban, Senior
Vice President filed a Form 4 reporting the sale of 200 shares of Company
stock 20 days late.
AUDIT COMMITTEE REPORT
In November, 2002 the Audit Committee met with management to review and
discuss the audited financial statements. The Audit Committee also conducted
discussions with the Company's independent auditors, Grant Thornton LLP,
regarding the matters required by the Statement on Auditing Standards No. 61.
As required by Independence Standards Board Standard No. 1, "Independence
discussion with Audit Committees", the Audit Committee has discussed with and
received the required written disclosures and confirming letter from Grant
Thornton LLP regarding its independence and has discussed with Grant Thornton
LLP its independence. Based upon the review and discussions referred to above,
the Audit committee recommended to the Board of Directors
10
that the audited financial statements be included in the Company's Annual
Report on Form 10-K for the year ended September 28, 2002.
This Audit Committee Report shall not be deemed incorporated by reference in
any document previously or subsequently filed with the Securities and Exchange
Commission that incorporates by reference all or any portion of this proxy
statement except to the extent that the Company specifically requests that the
report be specifically incorporated by reference.
The Audit Committee of the Board of Directors has selected Grant Thornton
LLP to be employed as J & J's independent certified public accountants to make
the annual audit and to report on, as may be required, the consolidated
financial statements which may be filed by J & J with the Securities and
Exchange Commission during the ensuing year.
A representative of Grant Thornton LLP is expected to be present at the
Annual Meeting of Shareholders and to have the opportunity to make a
statement, if he or she desires to do so, and is expected to be available to
respond to appropriate questions.
The Board of Directors has adopted a written Charter of the Audit Committee.
All members of the Audit Committee are independent as that term is defined in
Rule 4200(a)(15) of the National Association of Securities Dealers listing
standards.
AUDIT COMMITTEE
PETER G. STANLEY
STEPHEN N. FRANKEL
LEONARD M. LODISH
11
AUDIT FEES AND RELATED MATTERS
Audit Fees
The Company was billed $190,000 for the audit of the Company's annual
financial statements for the fiscal year ended September 28, 2002 and for the
review of the financial statements included in the Company's Quarterly Reports
on Form 10-Q filed during fiscal 2002.
All Other Fees
The Company was billed $109,000 for non-audit services rendered by the
Company's principal accountant during the fiscal year ended September 28,
2002. Such non-audit services consist of preparation of tax returns and tax
compliance.
Other Matters
The Audit Committee of the Board of Directors has considered whether the
provision of tax services described above is compatible with maintaining the
independence of the Company's principal accountant. The Audit Committee has
approved the performance of these services by Grant Thornton LLP.
Of the time expended by the Company's principal accountant to audit the
Company's financial statements for the fiscal year ended September 28, 2002,
less than 50% of such time involved work performed by persons other than the
principal accountant's full-time, permanent employees.
12
PROPOSAL 2
PROPOSAL TO APPROVE COMPANY'S STOCK OPTION PLAN
The Board of Directors has adopted the Company's 2002 Stock Option Plan
("Stock Option Plan"), a copy of which is attached hereto as Exhibit "A". The
Company's previous Plan, approved in 1992, has expired other than to
administer options previously granted under the Plan. The Company also
previously had a Nonstatutory Stock Option Plan for Non-Employee Directors and
Chief Executive Officer. This Nonstatutory Stock Option Plan has expired other
than to administer options previously granted under the Plan. Under the
provisions of the Nonstatutory Stock Option Plan on May 1 of each year the
Chief Executive Officer was automatically granted options for 25,000 shares of
the Company's Common Stock and each Non-Employee Director was automatically
granted options for 3,000 shares of the Company's Common Stock.
Authorized Shares under Stock Option Plan
Options for a total of 400,000 shares may be issued under the Stock Option
Plan. No options have been issued to date from said shares. No optionee shall
be granted options to acquire shares other than 25,000 shares of Common stock
during any calendar year under the Plan.
The purpose of the Stock Option Plan is to provide additional incentive to
officers, directors and other key employees of the Company, and each present
or future parent or subsidiary corporation, by encouraging them to invest in
shares of the Company's Common Stock, and thereby acquire a proprietary
interest in the Company and an increased personal interest in the Company's
continued success and progress. The Board of Directors believes that the
Company and its shareholders significantly benefit from having the Company's
key management employees receive options to purchase the Company's Common
Stock and that the opportunity thus afforded these employees to acquire Common
Stock is an essential element of an effective management incentive program.
The Board of Directors also believes that stock options are very valuable in
attracting and retaining highly qualified management personnel and in
providing additional motivation to management to use their best efforts on
behalf of the Company.
Set forth below is a summary of certain significant portions of the Stock
Option Plan.
Eligibility and Administration. All officers, directors and key employees of
the Company or any current or future subsidiary (the "Subsidiary"), are
eligible to receive options under the Stock Option Plan. The Stock Option Plan
currently is administered by the Compensation Committee (the "Committee"). The
Committee determines, among other things, which officers, directors and key
employees of the Company and any Subsidiary will be granted options under the
Stock Option Plan, whether options granted will be Incentive Options or Non-
Qualified Options, the number of shares subject to an option, the time at
which an option is granted, the duration of an option and the exercise price
of an option. The Committee has the exclusive right to adopt or rescind rules
for the administration of the Stock Option Plan, correct defects and omissions
in, reconcile inconsistencies in, and construe the Stock Option Plan.
Non-Qualified Options to the Chief Executive Officer. The Stock Option Plan
provides that the Corporation shall issue annually on the last day of its
fiscal year to the Chief Executive Officer options to acquire 10,000 shares of
Common Stock. The number of shares to be issued to the Chief Executive Officer
shall be changed in the event of any change in the capitalization of J & J,
such as stock dividend, stock split, or what the Compensation Committee deems
in its sole discretion to be similar circumstances. The exercise price for
these options shall be the fair market value, as determined by the
Compensation Committee of the Corporation's Common Stock on the date of grant
of such options. The option will be for ten (10) years. This automatic award
is in addition to any other option grant that may be awarded under the Stock
Option Plan.
Amendment and Termination. Options may not be granted pursuant to the Stock
Option Plan after November 26, 2012. The Board of Directors reserves the right
at any time, and from time to time, to modify or amend the Stock Option Plan
in any way, or to suspend or terminate it, effective as of such date, which
date may be either before or after the taking of such action, as may be
specified by the Board of Directors; provided, however, that such action shall
not affect options granted under the Stock Option Plan prior to the actual
date on which such action occurred. If a modification or amendment of the
Stock Option Plan is required by the Code or the regulations thereunder to be
approved by the shareholders of the Company in order to permit the granting of
13
"Incentive Stock Options" (as that term is defined in Section 422 of the Code
and regulations thereunder) pursuant to modified or amended Stock Option Plan,
such modification or amendment shall also be approved by the shareholders of
the Company in such manner as is prescribed by the Code and the regulations
thereunder. If the Board of Directors voluntarily submits a proposed
modification, amendment, suspension or termination for shareholder approval,
such submission shall not require any future modifications, amendments
(whether or not relating to the same provision or subject matter), suspensions
or terminations to be similarly submitted for shareholder approval.
Number of Shares and Adjustment. The aggregate number of shares which may
presently be issued upon the exercise of options granted under the Stock
Option Plan is 400,000 shares of Common Stock. The aggregate number and kind
of shares issuable under the Stock Option Plan is subject to appropriate
adjustment to reflect changes in the capitalization of the Company, such as by
stock dividend, stock split or other circumstances deemed by the Committee to
be similar. Any shares of Common Stock subject to options that terminate
unexercised will be available for future options granted under the Stock
Option Plan.
Exercise Price and Terms. The exercise price for Options granted under the
Stock Option Plan shall be equal to at least the fair market value of the
Common Stock as of the date of the grant of the option, except that the option
exercise price of Incentive Options granted to an individual owning shares of
the Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company must not be less than 110% of the fair market
value as of the date of the grant of the option. The market value of a share
of Common Stock on December 9, 2002 was $37.50.
The aggregate fair market value of the stock determined on the date of grant
with respect to which Incentive Options are exercisable for the first time by
an optionee during any calendar year cannot exceed $100,000.
Unless terminated earlier by the option's terms, Options granted under the
Stock Option Plan will expire ten years after the date they are granted except
that if Incentive Options are granted to an individual owning shares of the
Company possessing more than 10% of the total combined voting power of all
classes of stock of the Company on the date of the grant, Section 422 of the
Code requires that such options expire five years after the date they are
granted.
Payment of Exercise Price. Payment of the option price on exercise of
Incentive Options and Non-Qualified Options may be made in cash, shares of
Common Stock of the Company or a combination of both. Under the terms of the
Stock Option Plan, the Committee could interpret the provision of the Stock
Option Plan which allows payment of the option price in shares of Common Stock
to permit the "pyramiding" of shares in successive, simultaneous exercises. As
a result, an optionee could initially exercise an option in part, acquiring a
small number of shares of Common Stock and immediately thereafter effect
further exercises of the option, using the shares of Common stock acquired
upon earlier exercises to pay for an increasingly greater number of shares
received on each successive exercise. This procedure could permit an optionee
to pay the option price by using a single share of Common stock or a small
number of shares of Common Stock to acquire a number of shares of Common
Stock.
Termination of Service; Death; Non-Transferabiliiy. All unexercised options
will terminate such number of days (not to exceed 90) as determined by the
Compensation Committee after the date either (i) other than an optionee who
retires at his normal retirement age with at least 10 years of service, the
optionee ceases to perform services for the Company or a Subsidiary, or (ii)
the Company or a Subsidiary delivers or receives notice of an intention to
terminate the employment relationship, regardless of whether or not a
different effective date of termination is provided in such notice, but this
termination date shall not apply in the cases of disability or death of the
optionee (but in no event later than the expiration date). An optionee who
ceases to be an employee because of a disability must exercise the option
within one year after he or she ceases to be an employee (but in no event
later than the expiration date). The heirs or personal representative of a
deceased employee who could have exercised an option while alive may exercise
such option within one year following the employee's death (but in no event
later than the expiration date). The Committee can provide that the options
may be transferred to descendants or trusts for the benefits of such
descendants. Otherwise, no option granted under the Stock Option Plan is
transferable except in the event of death by will or the laws of descent and
distribution. An employee who retires at normal retirement age with at least
10 years of service, may exercise options after retirement according to the
terms of such options.
14
Federal Income Tax Consequences of the Stock Option Plan. Set forth below is
a description of the federal income tax consequences to the recipient of
options and the Company under the Internal Revenue Code of 1986, as amended,
of the grant and exercise of options awarded under the Stock Option Plan.
Incentive Stock Options Under the Stock Option Plan. Generally, under the
Code, an optionee will not realize taxable income by reason of the grant or
the exercise of an Incentive Option (see however, discussion of Alternative
Minimum Tax below). If an optionee exercises an Incentive Option and does not
dispose of the shares until the later of (i) two years from the date the
option was granted and (ii) one year from the date of exercise, the entire
gain, if any, realized upon disposition of such shares will be taxable to the
optionee as long-term capital gain, and the Corporation will not be entitled
to any deduction. If an optionee disposes of the shares within the period of
two years from the date of grant or one year from the date of exercise (a
"disqualifying disposition"), the optionee generally will realize ordinary
income in the year of disposition and the Corporation will receive a
corresponding deduction, in an amount equal to the excess of (1) the lesser of
(a) the amount, if any, realized on the disposition and (b) the fair market
value of the shares on the date the option was exercised over (2) the option
price. Any additional gain realized on the disposition will be long-term or
short-term capital gain and any loss will be long-term or short-term capital
loss. The optionee will be considered to have disposed of a share if he sells,
exchanges, makes a gift of or transfers legal title to the share (except
transfers, among others, by pledge, on death or to spouses). If the
disposition is by sale or exchange, the optionee's tax basis will equal the
amount paid for the share plus any ordinary income realized as a result of the
disqualifying disposition.
The exercise of an Incentive Option may subject the optionee to the
alternative minimum tax. The amount by which the fair market value of the
shares purchased at the time of the exercise exceeds the option exercise price
is an adjustment for purposes of computing the so-called alternative minimum
tax. In the event of a disqualifying disposition of the shares in the same
taxable year as exercise of the Incentive Option, no adjustment is then
required for purposes of the alternative minimum tax, but regular income tax,
as described above, may result from such disqualifying disposition.
An optionee who surrenders shares as payment of the exercise price of his
Incentive Option generally will not recognize gain or loss on his surrender of
such shares. The surrender of shares previously acquired upon exercise of an
Incentive Option in payment of the exercise price of another Incentive Option
is, however, a "disposition" of such stock. If the incentive stock option
holding period requirements described above have not been satisfied with
respect to such stock, such disposition will be a disqualifying disposition
that may cause the optionee to recognize ordinary income as discussed above.
Under the Code, all of the shares received by an optionee upon exercise of
an Incentive Option by surrendering shares will be subject to the incentive
stock option holding period requirements. Of those shares, a number of shares
(the "Exchange Shares") equal to the number of shares surrendered by the
optionee will have the same tax basis for capital gains purposes (increased by
an ordinary income recognized as a result of any disqualifying disposition of
the surrendered shares if they were incentive stock option shares) and the
same capital gains holding period as the shares surrendered. The balance of
the shares received by the optionee will have a tax basis (and a deemed
purchase price) of zero and a capital gains holding period beginning on the
date of exercise. The Incentive Stock Option holding period for all shares
will be the same as if the option had been exercised for cash.
Non-Qualified Options. Generally, there will be no federal income tax
consequences to either the optionee or the Corporation on the grant of Non-
Qualified Options. On the exercise of a Non-Qualified Option, the optionee has
taxable ordinary income equal to the excess of the fair market value of the
shares acquired on the exercise date over the option price of the shares. The
Corporation will be entitled to a federal income tax deduction (subject to the
limitations contained in Section 162 of the Code and satisfaction of certain
reporting requirements) in an amount equal to such excess.
Upon the sale of stock acquired by exercise of a Non-Qualified Option,
optionees will realize long-term, or short-term capital gain or loss depending
upon their holding period for such stock. Capital losses are deductible only
to the extent of capital gains for the year plus $3,000 for individuals.
An optionee who surrenders shares in payment of the exercise price of a Non-
Qualified Option will not recognize gain or loss with respect to the shares so
delivered unless such shares were acquired pursuant to the
15
exercise of an Incentive Option and the delivery of such shares is a
disqualifying disposition. The optionee will recognize ordinary income on the
exercise of the Non-Qualified Option as described above. Of the shares
received in such an exchange, that number of shares equal to the number of
shares surrendered will have the same tax basis and capital gains holding
period as the shares surrendered. The balance of the shares received will have
a tax basis equal to their fair market value on the date of exercise and the
capital gains holding period will begin on the date of exercise.
Limitation on Corporation's Deduction. Section 162(m) of the Code will
generally limit to $1.0 million the Corporation's federal income tax deduction
for compensation paid in any year to its chief executive officer and its four
highest paid executive officers, to the extent that such compensation is not
"performance based". Under Treasury regulations, and subject to certain
transition rules, a stock option will, in general, qualify as "performance
based" compensation if it (i) has an exercise price of not less than the fair
market value of the underlying stock on the date of grant, (ii) is granted
under a plan that limits the number of shares for which options may be granted
to an employee during a specified period, which plan is approved by a majority
of the shareholders entitled to vote thereon, and (iii) is granted by a
compensation committee consisting solely of at least two independent
directors. If a stock option to an executive referred to above is not
"performance based", the amount that would otherwise be deductible by the
Corporation in respect of such stock option will be disallowed to the extent
that the executive's aggregate non-performance based compensation paid in the
relevant year exceeds $1.0 million.
New Plan Benefits Table. The amount, if any, of stock options to be awarded
to key employees is determined on an annual basis by the Committee and is not
presently determinable. Information regarding awards to the Named Officers in
2002 is provided elsewhere in this Proxy Statement. See "Executive
Compensation". There would not have been any difference in the amount of these
grants had they been made under the Stock Option Plan if the Plan was
approved, except that the Chief Executive Officer would have received options
for 10,000 shares of the Corporation's Common Stock.
OTHER MATTERS
The Company is not presently aware of any matters (other than procedural
matters) which will be brought before the Meeting which are not reflected in
the attached Notice of the Meeting. The enclosed proxy confers discretionary
authority to vote with respect to any and all of the following matters that
may come before the Meeting: (i) matters which the Company does not know, a
reasonable time before the proxy solicitation, are to be presented at the
Meeting; (ii) approval of the minutes of a prior meeting of shareholders, if
such approval does not amount to ratification of the action taken at the
meeting; (iii) the election of any person to any office for which a bona fide
nominee named in this Proxy Statement is unable to serve or for good cause
will not serve; (iv) any proposal omitted from this Proxy Statement and the
form of proxy pursuant to Rules 14a-8 or 14a-9 under the Securities Exchange
Act of 1934; and (v) matters incident to the conduct of the Meeting. In
connection with such matters, the persons named in the enclosed proxy will
vote in accordance with their best judgment.
ANNUAL REPORT TO SHAREHOLDERS AND FORM 10-K
This Proxy Statement is accompanied by the Company's Annual Report to
Shareholders for fiscal 2002.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF J & J'S ANNUAL REPORT
ON FORM 10-K FOR FISCAL 2002 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED SEPTEMBER 28, 2002, WITHOUT CHARGE, BY SENDING A
WRITTEN REQUEST TO J & J SNACK FOODS CORP., 6000 CENTRAL HIGHWAY, PENNSAUKEN,
NEW JERSEY 08109, ATTENTION: DENNIS G. MOORE.
By Order of the Board of Directors,
Dennis G. Moore, Secretary
16
EXHIBIT "A"
J & J SNACK FOODS CORP.
STOCK OPTION PLAN
1. Purpose of Plan
The purpose of the Stock Option Plan (the "Plan") contained herein is to
provide additional incentive to officers, directors and key employees of J & J
Snack Foods Corp. (the "Corporation") and each present or future parent or
subsidiary corporation of the Corporation by encouraging them to invest in
shares of the Corporation's common stock, no par value per share (the "Common
Stock") and thereby acquire a proprietary interest in the Corporation along
with an increased personal interest in the Corporation's continued success and
progress, to the mutual benefit of directors, employees and shareholders.
2. Aggregate Number of Shares
400,000 shares of Common Stock shall be the aggregate number of shares
which may be issued under this Plan. Notwithstanding the foregoing, in the
event of any change in the outstanding shares of Common Stock by reason of a
stock dividend, stock split, combination of shares, recapitalization, merger,
consolidation, transfer of assets, reorganization, conversion or what the
Committee, as defined in Section 4 below, deems in its sole discretion to be
similar circumstances, the aggregate number and kind of shares which may be
issued under this Plan shall be appropriately adjusted in a manner determined
in the sole discretion of the Committee. Reacquired shares of Common Stock, as
well as unissued shares, may be used for the purpose of this Plan. Common
Stock subject to options which have terminated unexercised, either in whole or
in part, shall be available for future options granted under this Plan. No
optionee shall be granted options to acquire more than 25,000 shares of Common
Stock during any calendar year under the Plan.
3. Class of Persons Eligible to Receive Options
All officers, directors and key employees of the Corporation and of any
present or future parent or subsidiary corporation of the Corporation are
eligible to receive an option or options under this Plan. The individuals who
shall, in fact, receive an option or options shall be selected by the
Committee, as defined in Section 4 below, in its sole discretion, except as
otherwise specified in Sections 4 and 5 of this Plan.
4. Administration of Plan
(a) This Plan shall be administered by a Committee appointed by the
Board of Directors (the "Committee"). The Committee shall consist of a minimum
of three and a maximum of five members of the Board of Directors, each of whom
shall be a "disinterested person" as defined in Rule 16b-3(d)(3) under the
Securities Exchange Act of 1934, as amended, promulgated by the Securities and
Exchange Commission (hereafter the "SEC") or any future corresponding rule.
The Committee shall, in addition to its other authority and subject to the
provisions of this Plan, determine which individuals shall in fact be granted
an option or options, whether the option shall be an incentive stock option or
a non-qualified stock option, the number of shares to be subject to each of
the options, the time or times at which the options shall be granted, the rate
of option exercisability (provided, however, that no option shall be
exercisable within one (1) year from the date of its grant), and, subject to
Section 5 of this Plan, the price at which each of the options is exercisable
and the duration of the option.
(b) The Committee shall adopt such rules for the conduct of its business
and administration of this Plan as it considers desirable. A majority of the
members of the Committee shall constitute a quorum for all purposes. The vote
or written consent of a majority of the members of the Committee on a
particular matter shall constitute the act of the Committee on such matter.
The Committee shall have the right to construe the Plan and the options issued
pursuant to it, to correct defects and omissions and to reconcile
inconsistencies to the extent necessary to effectuate the Plan and the options
issued pursuant to it, and such action shall be final, binding and conclusive
upon all parties concerned. No member of the Committee or the Board of
Directors shall be liable for any act or omission (whether or not negligent)
taken or omitted in good faith, or for the exercise of an authority or
discretion granted in connection with the Plan to the Committee or the Board
of Directors, or for the acts or omissions of any other member(s) of the
Committee or the Board of Directors. Subject to the numerical
17
limitations on Committee membership set forth in Section 4(a) hereof, the
Board of Directors may at any time appoint additional members of the Committee
and may at any time remove any member of the Committee with or without cause.
Vacancies on the Committee, however caused, may be filled by the Board of
Directors, if it so desires.
5. Incentive Stock Options and Non-Qualified Stock Options
(a) Options issued pursuant to this Plan may be either Incentive Stock
Options granted pursuant to Section 5(b) of this Plan or Non-Qualified Stock
Options granted pursuant to Section 5(c) of this Plan, as determined by the
Committee. An "Incentive Stock Option" is an option which satisfies all of the
requirements of Section 422 of the Internal Revenue Code of 1986, as amended
(the "Code"), and the regulations thereunder, and a Non-Qualified Stock Option
is an option which either does not satisfy all of these requirements or the
option by its terms specifies at the time of grant that it will not be treated
as an Incentive Stock Option. The Committee may grant both an Incentive Stock
Option and a Non-Qualified Stock Option to the same person, or more than one
of each type of option to the same person. The option price for Incentive
Stock Options issued under this Plan shall be equal to at least the "fair
market value" of the Common Stock on the date of the grant of the option. The
"fair market value" of the Common Stock on any particular date shall mean the
last reported sale price of a share of the Common Stock on the NASDAQ National
Market System, as reported by NASDAQ, or on any stock exchange on which such
stock is then listed or admitted to trading, on such date, or if no sale took
place on such day, the last such date on which a sale took place, or if the
Common Stock is not then quoted on the NASDAQ National Market System or listed
or admitted to trading on any stock exchange, the average of the bid and asked
prices in the over-the-counter market on such date, or if none of the
foregoing, a price determined by the Committee. The option price for Non-
Qualified Stock Options shall be determined by the Committee.
(b) Subject to the authority of the Committee set forth in Section 4(a)
of this Plan, Incentive Stock Options issued pursuant to this Plan shall be
issued substantially in the form set forth in Appendix "I" attached to this
Plan, which form is hereby incorporated by reference and made a part hereof,
and shall contain substantially the terms and conditions set forth therein.
Incentive Stock Options shall be exercisable for a period determined by the
Committee, but not to exceed the expiration of ten years from the date such
options are granted, unless terminated earlier under the terms of the Option.
At the time of the grant of an Incentive Stock Option hereunder, the Committee
may, in its discretion, modify or amend any of the option terms contained in
Appendix "I" for any particular optionee, provided that the option as modified
or amended satisfies the requirements of Section 422 of the Code and the
regulations thereunder. Each of the options granted pursuant to this Section
5(b) is intended, if possible, to be an "Incentive Stock Option" as that term
is defined in Section 422 of the Code and the regulations thereunder. In the
event this Plan or any option granted pursuant to this Section 5(b) is in any
way inconsistent with the applicable legal requirements of the Code or the
regulations thereunder for an Incentive Stock Option, this Plan and such
option shall be deemed automatically amended as of the date hereof to conform
to such legal requirements, if such conformity may be achieved by amendment.
(c) Subject to the authority of the Committee set forth in Section 4(a)
of this Plan, Non-Qualified Stock Options issued pursuant to this Plan shall
be issued substantially in the form set forth in Appendix "II" attached to
this Plan, which form is hereby incorporated by reference and made a part
hereof, and shall contain substantially the terms and conditions set forth
therein. Non-Qualified Stock Options shall expire as determined by the
Committee but such period shall not exceed ten years after the date they are
granted, unless terminated earlier under the option terms. At the time of
granting a Non-Qualified Stock Option hereunder, the Committee may in its
discretion, modify or amend any of the option terms contained in Appendix "II"
for any particular optionee, provided that the option as modified or amended
does not expire more than ten years from the date of its grant.
(d) Neither the Corporation nor any of its current or future parents,
subsidiaries or affiliates, nor their officers, directors, shareholders, stock
option plan committees, employees or agents shall have any liability to any
optionee in the event (i) an option granted pursuant to Section 5(b) of this
Plan does not qualify as an "Incentive Stock Option" as that term is used in
Section 422 of the Code and the regulations thereunder; (ii) any optionee does
not obtain the tax benefits of such an Incentive Stock Option; or (iii) any
option granted pursuant to Section 5(c) of this Plan is an "Incentive Stock
Option".
18
(e) Notwithstanding any other provision of this Plan, and without
limiting the ability to receive additional options under this Plan, on the
last day of the Company's fiscal year the Chief Executive Officer of the
corporation shall be granted an option to purchase 10,000 shares of the
Corporation's Common Stock. Such option shall be for a period of ten (10)
years and shall be issued at the fair market value, as determined by the
Compensation Committee, of the Corporation's Common Stock on the date of grant
of such options. In the event of any change in the capitalization of the
Corporation, such as by stock dividend, stock split or what the Board of
Directors of the Corporation deems in its sole discretion to be similar
circumstances, the number and kind of shares which may be issued under this
paragraph shall be automatically adjusted by the Board of Directors of the
Corporation.
6. Modification, Amendment, Suspension and Termination
Options shall not be granted pursuant to this Plan after the expiration
of ten years from the date the Plan is adopted by the Board of Directors of
the Corporation. The Board of Directors reserves the right at any time, and
from time to time, to modify or amend this Plan in any way, and from time to
time, to modify or amend this Plan in any way, or to suspend or terminate it,
effective as of such date, which date may be either before or after the taking
of such action, as may be specified by the Board of Directors; provided,
however, that such action shall not affect options granted under the Plan
prior to the actual date on which such action occurred. If a modification or
amendment of this Plan is required by the Code or the regulations thereunder
to be approved by the shareholders of the Corporation in order to permit the
granting of "Incentive Stock Options" (as that term is defined in Section 422
of the Code and regulations thereunder) pursuant to the modified or amended
Plan, such modification or amendment shall also be approved by the
shareholders of the Corporation in such manner as is prescribed by the Code
and the regulations thereunder. If the Board of Directors voluntarily submits
a proposed modification, amendment, suspension or termination for shareholder
approval, such submission shall not require any future modifications,
amendments (whether or not relating to the same provision or subject matter),
suspensions or terminations to be similarly submitted for shareholder
approval.
7. Effectiveness of Plan
This Plan shall become effective on the date of its adoption by the
Corporation's Board of Directors, subject however to approval by the
shareholders of the Corporation in the manner as prescribed in the Code and
the regulations thereunder. Options may be granted under this Plan prior to
obtaining shareholder approval, provided such options shall not be exercisable
until shareholder approval is obtained.
8. General Conditions
(a) Nothing contained in this Plan or any option granted pursuant to
this Plan shall confer upon any employee the right to continue in the employ
of the Corporation or any affiliated or subsidiary corporation or interfere in
any way with the rights of the Corporation or any affiliated or subsidiary
corporation of the Corporation to terminate his employment in any way.
(b) Action by the Corporation constituting an offer of stock for sale to
any employee under the terms of the options to be granted hereunder shall be
deemed complete as of the date when the Committee authorizes the grant of the
option to the employee, regardless of when the option is actually delivered to
the employee or acknowledged or agreed to by him.
(c) The term "parent corporation" and "subsidiary corporation" as used
throughout this Plan, and the options granted pursuant to this Plan, shall
(except as otherwise provided in the option form) have the meaning that is
ascribed to that term when contained in Section 422(b) of the Code and the
regulations thereunder, and the Corporation shall be deemed to be the grantor
corporation for purposes of applying such meaning.
(d) References in this Plan to the Code shall be deemed to also refer to
the corresponding provisions of any future United States revenue law.
(e) The use of the masculine pronoun shall include the feminine gender
whenever appropriate.
19
APPENDIX I
INCENTIVE STOCK OPTION
TO:____________________________________________________________________________
NAME
____________________________________________________________________________
ADDRESS
DATE: ______________________
You are hereby granted an option, effective as of the date hereof, to
purchase _________________ shares of common stock, no par value per share (the
"Common Stock"), of J & J Snack Foods Corp. (the "Corporation") at a price of
$_____ per share pursuant to the Corporation's Stock Option Plan (the "Plan")
adopted by the Corporation's Board of Directors, effective November 26, 2002.
Your option price is intended to equal at least the fair market value of the
Common Stock as of the date hereof. Your option may first be exercised on and
after three years from the date of this option, but not before that time. The
Committee may approve a reduction in this waiting period, but in no event may
the option be exercised prior to one year from the date of this option. No
fractional shares shall be issued or delivered.
This option shall terminate and is not exercisable after ____________, 20__
(the "Scheduled Termination Date"), except if terminated earlier as hereafter
provided.
You may exercise your option by giving written notice to the Secretary of
the Corporation on forms supplied by the Corporation at its then principal
executive office, accompanied by payment of the option price for the total
number of shares you specify that you wish to purchase. The payment may be in
any of the following forms: (a) cash, which may be evidenced by a check; (b)
certificates representing shares of Common Stock, which will be valued by the
Secretary of the Corporation at the fair market value per share of the Common
Stock (as determined in accordance with the Plan) on the last trading day
immediately preceding the delivery of such certificates to the Corporation,
accompanied by an assignment of the stock to the Corporation; or (c) any
combinations of cash and Common Stock valued as provided in clause (b) Any
assignment of stock shall be in a form and substance satisfactory to the
Secretary of the Corporation, including guarantees of signature(s) and payment
of all transfer taxes if he deems such guarantees necessary or desirable. Your
option may be exercised under the so-called "cashless" exercise provisions set
forth in 12 CFR [220.3(e)(4)] if arrangements, satisfactory in all respects to
the Corporation and approved in writing by the Corporation, are made in
advance of the option exercise. The Corporation reserves the right to limit
the number of shares of the Common Stock used for purposes of the option
exercise.
Your option will, to the extent not previously exercised by you, terminate
on the date either (i) except in the case of your being employed by the
Corporation for a period of in excess of ten (10) years and you retire at your
normal retirement age, you cease to perform services for the Corporation or a
subsidiary, or (ii) the Corporation or a subsidiary corporation of the
Corporation delivers or receives notice of an intention to terminate the
employment relationship, regardless of whether or not a different effective
date of termination is provided in such notice, whether such termination is
voluntary or not, but not if your termination is due to disability as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), or death (but in no event shall the option terminate later than the
Scheduled Termination Date). After the date your service or employment is
terminated, as aforesaid, you may not exercise this option. If you are
employed by a subsidiary corporation of the Corporation, your employment shall
be deemed to have terminated on the date your employer ceases to be a
subsidiary corporation of the Corporation, unless you are on that date
transferred to the Corporation or another subsidiary corporation of the
Corporation. Your employment shall not be deemed to have terminated if you are
transferred from the Corporation to a subsidiary corporation of the
Corporation, or vice versa, or from one subsidiary corporation of the
Corporation to another subsidiary corporation of the Corporation.
If you die while employed by the Corporation or a subsidiary corporation of
the Corporation, your legatee(s), distributee(s), executor or administrator,
as the case may be, may, at any time within one year after the date of your
death (but in no event later than the Scheduled Termination Date), exercise
the option as to any shares which you had a right to purchase and did not
purchase during your lifetime. If your employment by the
20
Corporation or a subsidiary corporation of the Corporation is terminated by
reason of your becoming disabled (within the meaning of Section 22(e)(3) of
the Code and the regulations thereunder), you or your legal guardian or
custodian may at any time within one year after the date of such termination
(but in no event later than the Scheduled Terminated Date), exercise the
option as to any shares which you had a right to purchase and did not purchase
prior to such termination. Your executor, administrator, guardian or custodian
must present proof of his authority satisfactory to the Corporation prior to
being allowed to exercise this option.
In the event of any change in the outstanding shares of the Common Stock by
reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Committee deems in its sole discretion to be similar
circumstances, the number and kind of shares subject to this option and the
option price of such shares will be appropriately adjusted in a manner to be
determined in the sole discretion of the Committee.
This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by you.
Until the option price has been paid in full pursuant to due exercise of this
option and the purchased shares are delivered to you, you do not have any
rights as a shareholder of the Corporation. The Corporation reserves the right
not to deliver to you the shares purchased by virtue of the exercise of this
option during any period of time in which the Corporation deems, in its sole
discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.
Notwithstanding anything to the contrary contained herein, this option is
not exercisable if the following event occurs and during the following periods
of time:
During any period of time in which the Corporation deems that the
exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale hereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the
Corporation to be legally obligated to issue or sell more shares than
the Corporation is legally entitled to issue or sell.
At the time of issuance of securities pursuant to this Plan, the Corporation
may require such restrictions, legends or other provisions as it deems
necessary to comply with any federal or state securities law.
It is the intention of the Corporation and you that this option shall, if
possible, be an "incentive stock option" as that is used in Section 422 of the
Code and the regulations thereunder. In the event this option is in any way
inconsistent with the legal requirements of the Code or the regulations
thereunder for an "incentive stock option," this option shall be deemed
automatically amended as of the date hereof to conform to such legal
requirements, if such conformity may be achieved by amendment.
This option shall be subject to the terms of the Plan in effect on the date
this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the
terms of this option and the terms of the Plan in effect on the date of this
option, the terms of the Plan shall govern. This option constitutes the entire
understanding between the Corporation and you with respect to the subject
matter hereof and no amendment, modification or waiver of this option, in
whole or in part, shall be binding upon the Corporation unless in writing or
signed by the Chief Executive Officer of the Corporation. This option and the
performances of the parties hereunder shall be construed in accordance with
and governed by the laws of the State of New Jersey.
This option is void unless a signed copy of the option together with a
signed copy of a "Mutual Agreement to Arbitrate Claims" is returned to the
Corporation no later than ________________, 200_.
Agreements by the Recipient
---------------------------
In addition to such other conditions as may be established by the Committee,
in consideration of the granting of stock options under the terms of this
Plan, the recipient agrees as follows:
(a) The right to exercise any stock option shall be conditional upon
certification by the recipient at time of exercise that the recipient intends
to remain in the employ of the Corporation or one of its subsidiaries (except
in cases of retirement or disability) for at least one (l) year following the
date of the exercise of the stock option, and
21
(b) In order to better protect the goodwill of the Corporation and its
subsidiaries and to prevent the disclosure of the Corporation's or its
subsidiaries' trade secrets and confidential information and thereby help
insure the long-term success of the business, the recipient, without prior
written consent of the Corporation, will not engage in any activity or provide
any services, whether as a director, manager, supervisor, employee, adviser,
consultant or otherwise, for a period of three (3) years following the date of
the granting of a stock option in connection with the manufacture,
development, advertising, promotion, or sale of any product which is the same
as or similar to or competitive with any products of the Corporation or its
subsidiaries (including both existing products as well as products known to
the recipient, as a consequence of the recipient's employment with the
Corporation or one of its subsidiaries, to be in development):
(1) with respect to which the recipient's work has been directly
concerned at any time during the two (2) years preceding termination of
employment with the Corporation or one of its subsidiaries or
(2) with respect to which during that period of time the recipient, as a
consequence of the recipient's job performance and duties, acquired knowledge
of trade secrets or other confidential information of the Corporation or its
subsidiaries.
For purposes of this section, it shall be conclusively presumed that
recipients have knowledge of information they were directly exposed to through
actual receipt or review of memos or documents containing such information, or
through actual attendance at meetings at which such information was discussed
or disclosed.
(c) The provisions of this Article are not in lieu of, but are in addition
to the continuing obligation of the recipient (which recipient hereby
acknowledges) to not use or disclose the Corporation's or its subsidiaries'
trade secrets and confidential information known to the recipient until any
particular trade secret or confidential information become generally known
(through no fault of the recipient), whereupon the restriction on use and
disclosure shall cease as to that item. Information regarding products in
development, in test marketing or being marketed or promoted in a discrete
geographic region, which information the Corporation or one of its
subsidiaries is considering the broader use, shall not be deemed generally
known until such broader use is actually commercially implemented. As used in
this Article, "generally known" means known throughout the domestic U.S.
industry or, in the case of recipient who have job responsibilities outside of
the United States, the appropriate foreign country or countries' industry.
(d) By acceptance of any offered stock option granted under the terms of
this Plan, the recipient acknowledges that if the recipient were, without
authority, to use or disclose the Corporation's or any of its subsidiaries'
trade secrets or confidential information or threaten to do so, the
Corporation or one of its subsidiaries would be entitled to injunctive and
other appropriate relief to prevent the recipient from doing so. The recipient
acknowledges that the harm caused to the Corporation by the breach or
anticipated breach of this Article is by its nature irreparable because, among
other things, it is not readily susceptible of proof as to the monetary harm
that would ensue. The recipient consents that any interim or final equitable
relief entered by a court of competent jurisdiction shall, at the request of
the Corporation or one of its subsidiaries, be entered on consent and enforced
by any court having jurisdiction over the recipient, without prejudice to any
rights either party may have to appeal from the proceedings which resulted in
any grant of such relief.
(e) If any of the provisions contained in this Article shall for any
reason, whether by application of existing law or law which may develop after
the recipient's acceptance of an offer of the granting of stock appreciation
rights or stock options, be determined by a court of competent jurisdiction to
be overly broad as to scope of activity, duration, or territory, the recipient
agrees to join the Corporation or any of its subsidiaries in requesting such
court to construe such provision by limiting or reducing it so as to be
enforceable to the extent compatible with then applicable law. If any one or
more of the terms, provisions, covenants, or restrictions of this Article
shall be determined by a court of competent jurisdiction to be invalid, void
or unenforceable, then the remainder of the terms, provisions, covenants, and
restrictions of this Article shall remain in full force and effect and shall
in no way be affected, impaired or invalidated.
22
Please sign the copy of this option and return it to the Corporation's
Secretary, thereby indicating your understanding of and agreement with its
terms and conditions.
J & J SNACK FOODS CORP.
(SEAL) BY:_______________________________________
NAME: Gerald B. Shreiber
TITLE: President
I hereby acknowledge receipt of a copy of the foregoing stock option and,
having read it hereby signify my understanding of, and my agreement with, its
terms and conditions.
______________________________ ______________________________
(Signature) (Date)
______________________________
23
APPENDIX II
NON-QUALIFIED STOCK OPTION
TO: ___________________________________________________________________________
NAME
___________________________________________________________________________
ADDRESS
DATE: ______________________
You are hereby granted an option, effective as of the date hereof, to
purchase _______ shares of Common Stock, no par value per share (the "Common
Stock"), of J & J Snack Foods Corp. (the "Corporation") at a price of $_______
per share pursuant to the Corporation's Stock Option Plan (the "Plan") adopted
by the Corporation's Board of Directors, effective November 26, 2002. Your
option may first be exercised on and after one year from the date of this
option but not before that time. This option shall terminate and is not
exercisable after _________, 20__ (the "Scheduled Termination Date"), except
if terminated earlier as hereafter provided.
You may exercise your option by giving written notice to the Secretary of
the Corporation on forms supplied by the Corporation at its then principal
executive office, accompanied by payment of the option price for the total
number of shares you specify that you wish to purchase. The payment may be in
any of the following forms: (a) cash, which may be evidenced by a check; (b)
certificates representing Common Stock which will be valued by the Secretary
of the Corporation at the fair market value per share of the Common Stock (as
determined in accordance with the Plan) on the last trading day immediately
preceding the delivery of such certificates to the Corporation, accompanied by
an assignment of the stock to the Corporation; or (c) any combination of cash
and Common Stock valued as provided in clause (b). Any assignment of stock
shall be in a form and substance satisfactory to the Secretary of the
Corporation, including guarantees of signature(s) and payment of all transfer
taxes if he deems such guarantees necessary or desirable. Your option may be
exercised under the so-called "cashless" exercise provisions set forth in 12
CFR [220.3(e)(4)] if arrangements, satisfactory in all respects to the
Corporation and approved in writing by the Corporation, are made in advance of
the option exercise. The Corporation reserves the right to limit the number of
shares of the Common Stock used for purposes of the option exercise.
Your option will, to the extent not previously exercised by you, terminate
on the date either (i) except in the case of your being employed by the
Corporation for a period of in excess of ten (10) years and you retire at your
normal retirement age, you cease to perform services for the Corporation or a
subsidiary, or (ii) the Corporation or a subsidiary corporation of the
Corporation delivers or receives notice of an intention to terminate the
employment relationship, regardless of whether or not a different effective
date of termination is provided in such notice, whether such termination is
voluntary or not, but not if your termination is due to disability as defined
in Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (the
"Code"), or death (but in no event would the option terminate later than the
Scheduled Termination Date). After the date your service or employment is
terminated, as aforesaid, you may not exercise this option. If you are
employed by a subsidiary corporation of the Corporation, your employment shall
be deemed to have terminated on the date your employer ceases to be a
subsidiary corporation of the Corporation, unless you are on that date
transferred to the Corporation or another subsidiary corporation of the
Corporation. Your employment shall not be deemed to have terminated if you are
transferred from the Corporation to a subsidiary corporation of the
Corporation, or vice versa, or from one subsidiary corporation of the
Corporation to another subsidiary corporation of the Corporation.
If you die while employed by the Corporation or a subsidiary corporation of
the Corporation, your legatee(s), distributee(s), executor or administrator,
as the case may be, may, at any time within one year after the date of your
death (but in no event later than the Scheduled Termination Date), exercise
the option as to any shares which you had a right to purchase and did not
purchase during your lifetime. If your employment by the Corporation or a
subsidiary corporation of the Corporation is terminated by reason of your
becoming disabled (within the meaning of Section 22(e)(3) of the Code and the
regulations thereunder), you or your legal guardian or custodian may at any
time within one year after the date of such termination (but in no event later
than the Scheduled Terminated Date), exercise the option as to any shares
which you had a right to purchase and did not
24
purchase prior to such termination. Your executor, administrator, guardian or
custodian must present proof of his authority satisfactory to the Corporation
prior to being allowed to exercise this option.
In the event of any change in the outstanding shares of the Common Stock by
reason of a stock dividend, stock split, combination of shares,
recapitalization, merger, consolidation, transfer of assets, reorganization,
conversion or what the Committee deems in its sole discretion to be similar
circumstances, the number and kind of shares subject to this option and the
option price for such shares will be appropriately adjusted in a manner to be
determined in the sole discretion of the Committee.
This option is not transferable otherwise than by will or the laws of
descent and distribution, and is exercisable during your lifetime only by you.
Until the option price has been paid in full pursuant to due exercise of this
option and the purchased shares are delivered to you, you do not have any
rights as a shareholder of the Corporation. The Corporation reserves the right
not to deliver to you the shares purchased by virtue of exercise of this
option during any period of time in which the Corporation deems, in its sole
discretion, that such delivery would violate a federal, state, local or
securities exchange rule, regulation or law.
Notwithstanding anything to the contrary contained herein, this option is
not exercisable if the following event occurs and during the following periods
of time:
During any period of time in which the Corporation deems that the
exercisability of this option, the offer to sell the shares optioned
hereunder, or the sale thereof, may violate a federal, state, local or
securities exchange rule, regulation or law, or may cause the
Corporation to be legally obligated to issue or sell more shares than
the Corporation is legally entitled to issue or sell.
At the time of issuance of securities pursuant to this Plan, the Corporation
may require such restrictions, legends or other provisions as it deems
necessary to comply with any federal or state securities law.
It is the intention of the Corporation and you that this option shall not be
an "incentive stock option" as that term is used in Section 422 of the Code
and the regulations thereunder.
This option shall be subject to the terms of the Plan in effect on the date
this option is granted, which terms are hereby incorporated herein by
reference and made a part hereof. In the event of any conflict between the
terms of this option and the terms of the Plan in effect on the date of this
option, the terms of the Plan shall govern. This option constitutes the entire
understanding between the Corporation and you with respect to the subject
matter hereof and no amendment, modification or waiver of this option, in
whole or in part, shall be binding upon the Corporation unless in writing and
signed by the Chief Executive Officer of the Corporation. This option and the
performances of the parties hereunder shall be construed in accordance with
and governed by the laws of the State of New Jersey.
Please sign the copy of this option and return it to the Corporation's
Secretary, thereby indicating your understanding of and agreement with its
terms and conditions.
J & J SNACK FOODS CORP.
(SEAL) BY: __________________________________________
NAME: Gerald B. Shreiber
TITLE: President
I hereby acknowledge receipt of a copy of the foregoing stock option and,
having read it hereby signify my understanding of, and my agreement with, its
terms and conditions.
______________________________ ______________________________
(Signature) (Date)
25
Please date, sign and mail your
proxy card back as soon as possible!
Annual Meeting of Shareholders
J & J SNACK FOODS CORP.
February 6, 2003
Please Detach and Mail in the Envelope Provided
------------------------------------------------------------------------------------------------------------------------------------
A /X/ Please mark your
votes as in this
example.
WITHHOLD
FOR AUTHORITY
the nominee to vote for the nominee
listed at right listed at right.
FOR AGAINST ABSTAIN
1. Election of /__/ /__/ Nominee: Stephen N. Frankel 2. To consider and act upon a /__/ /__/ /__/
Director proposal to approve a Stock
Option Plan for officers,
directors and key employees
which was adopted by the
Board of Directors on
November 26, 2002
Receipt of J & J's Annual Report to Shareholders and
the Notice of the Meeting and Proxy Statement dated
December 19, 2002 is hereby acknowledged.
Please date and sign this proxy and return it promptly
in the enclosed postage paid envelope.
Signature_________________________________________ Signature_________________________________________ Dated:____________, 200___
(PLEASE DATE THIS PROXY)
NOTE: It would be helpful if you signed your name as it appears hereon, indicating any official position or representative
capacity. If shares are registered in more than one name, all owners should sign.
--------------------------------------------------------------------------------
J & J SNACK FOODS CORP.
Annual Meeting of Shareholders - February 6, 2003
SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS
The undersigned hereby appoints STEVE TAYLOR and HARRY McLAUGHLIN, each of
them with full power of substitution, proxy agents to vote all shares which the
undersigned is entitled to vote at the Annual Meeting of its Shareholders
February 6, 2003 on all matters that properly come before the meeting, subject
to any directions indicated below. The proxy agents are directed to vote as
follows on the proposals described in J & J's Proxy Statement.
This proxy will be voted as directed. If no directions to the contrary are
indicated, the proxy agents intend to vote "FOR" the election of J & J's
nominee as director and "FOR" the approval of the Stock Option Plan.
The proxy agents present and acting at the meeting, in person or by their
substitutes (or if only one is present and acting, then that one), may exercise
all powers conferred hereby. Discretionary authority is conferred hereby as to
certain matters described in J & J's Proxy Statement.
"(Continued and to be signed on reverse side)"