SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934 (Amendment No. )
Filed by the Registrant / /
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 Under Rule 14a-12
J & J SNACK FOODS CORP.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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:
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2) Aggregate number of securities to which transaction applies:
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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):
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4) Proposed maximum aggregate value of transaction:
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5) Total fee paid:
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/ / 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:
___________________________________________________________________________
PROXY STATEMENT
[GRAPHIC OMITTED]
J & J SNACK FOODS CORP.
NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
FEBRUARY 10, 2005
TO OUR SHAREHOLDERS:
The Annual Meeting of Shareholders of J & J SNACK FOODS CORP. will be held
on Thursday, February 10, 2005 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 amend the Stock Option
Plan; 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 13, 2004 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 23, 2004
[GRAPHIC OMITTED]
J & J SNACK FOODS CORP.
6000 Central Highway
Pennsauken, NJ 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 10, 2005 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 23, 2004. 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, E-mail 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 9,016,674 shares of Common Stock outstanding at the close of
business on December 13, 2004 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.
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
-----------------------------------------------------------------------------------------------------------
Gerald B. Shreiber 63 Chairman of the 2010
Board, Chief
Executive Officer,
Director
INFORMATION CONCERNING CONTINUING
DIRECTORS AND EXECUTIVE OFFICERS
YEAR OF
EXPIRATION OF
NAME AGE POSITION TERM AS DIRECTOR
-----------------------------------------------------------------------------------------------------------
Sidney R. Brown 47 Director 2008
Leonard M. Lodish 61 Director 2009
Dennis G. Moore 49 Senior Vice President, Chief 2007
Financial Officer, Secretary,
Treasurer and Director
Robert M. Radano 55 Senior Vice President, Chief 2006(1)
Operating Officer and Director
Peter G. Stanley 62 Director 2006
Daniel Fachner 44 President, The ICEE Company ---
Michael Karaban 58 Senior Vice President, Marketing ---
---------------
(1) Mr. Radano has announced his intention to resign as a Director of the
Company immediately after the annual meeting so that the Company can be in
compliance with rules of Nasdaq Stock Market which require that the
Company have a majority of outside Directors.
Gerald B. Shreiber is the founder of the Company and has served as its
Chairman of the Board, President, and Chief Executive Officer since its
inception in 1971.
Sidney R. Brown is the Chief Executive Officer of NFI, a comprehensive
provider of freight transportation, warehousing, third party logistics,
contract manufacturing and real estate development. He is Vice Chairman of Sun
National Bank, a national bank operating in New Jersey, Delaware and
Pennsylvania. He became a director in 2003.
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 Decision One (Technology Servicing).
Dennis G. Moore joined the Company 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.
2
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 the Company. 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 a Senior Vice President of Emerging Growth Equities, Ltd., an investment
banking firm.
Daniel Fachner has been an employee of The ICEE Company since 1979 and
became its President in August 1997.
Michael Karaban has been an employee of J & J Snack Foods Corp. in charge of
its Marketing Department since 1990, 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 2004. Each director
attended at least 75 percent of the meetings of the Board and committees of
which he was a member. Attendance at the Annual Meeting of Stockholders is
encouraged for Board Members. All Board Members attended the 2004 Annual
Meeting. Security holders can send communication to the Board of Directors (or
any individual director) by sending such communication c/o the Company's
Secretary (at the Company's address set forth above).
The Audit Committee
-------------------
The Audit Committee is comprised of directors Stanley (Chairman), Brown and
Lodish, each of whom qualifies as an independent director and meets the other
requirements to serve on the Audit Committee under rules of the Nasdaq Stock
Market. The principal functions of the Audit Committee include, but are not
limited to, (i) the oversight of the accounting and financial reporting
processes of the Company and its internal control over financial reporting;
(ii) the oversight of the quality and integrity of the Company's financial
statements and the independent audit thereof; and (iii) the approval, prior to
the engagement of, the Company's independent auditors and, in connection
therewith, to review and evaluate the qualifications, independence and
performance of the Company's independent auditors. The Audit Committee
convened six (6) times during the 2004 fiscal year.
The Audit Committee currently does not have an Audit Committee Financial
Expert, as such term in defined in Section 407 of the Sarbanes-Oxley Act of
2002. The Audit Committee believes that the background and experience of its
members allow them to perform their duties as members of the Audit Committee.
This background and experience includes a former banker and current investment
banker who regularly reviews financial statements of companies, a Professor at
The Wharton School of the University of Pennsylvania, one of the leading
business schools in the United States, and a Chief Executive Officer of a
substantial private company with financial oversight responsibilities.
The Compensation Committee
--------------------------
The Compensation Committee is comprised of directors Brown (Chairman),
Lodish and Stanley, each of whom qualifies as an independent director under
the rule of the Nasdaq Stock Market, as a non-employee director under Rule
16b-3 of the Securities Exchange Act of 19334, and as an outside director
under Section 162(m) of the Internal Revenue Service. The Committee has
responsibility for administering all elements of compensation for elected
corporate officers and certain other senior management positions. It also
administers the Company's Stock Option Plan. The Compensation Committee held
one meeting during fiscal 2004.
The Nominating Committee
------------------------
The Nominating and Governance Committee is comprised of directors Lodish
(Chairman), Brown and Stanley, each of whom qualifies as an independent
director under rules of the Nasdaq Stock Market. This Committee's primary
responsibilities are to (1) make recommendation to the Board of Directors
regarding composition of the Board and committees of the Board, (2) identify
individuals qualified to become Board members, and recommend to the Board
qualified individuals to be nominated for election or appointed to the Board,
(3) develop a succession plan for the Company's Chief Executive Officer and
(4) develop corporate governance guidelines applicable to the Company. The
Committee will consider nominees for directors
3
recommended by stockholders. Any stockholder may recommend a prospective
nominee for the Committee's consideration by submitting in writing to the
Company's Secretary (at the Company's address set forth above) the prospective
nominee's name and qualifications. The Nominating and Governance Committee was
first established during fiscal 2005. The Board has approved a written Charter
for the Committee which is available at http://www.jjsnack.com/CG.ASP.
SECURITY OWNERSHIP
OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
The following table sets forth information as of December 6, 2004 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 of the Company, (iii) the
Company's Chief Executive Officer and each of the Company's four most highly
compensated executive officers for the 2004 fiscal year, and (iv) the
beneficial ownership of Common Stock by the Company'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.
NAME AND ADDRESS SHARES OWNED PERCENT
OF BENEFICIAL OWNER BENEFICIALLY (1) OF CLASS
--------------------------------------------------------------------------------
Directors, Nominees and Named Executive Officers
Gerald B. Shreiber .............................. 2,367,489(2) 28%
6000 Central Highway
Pennsauken, NJ 08109
Sidney R. Brown ................................. 1,500(3) *
Leonard M. Lodish ............................... 33,300(4) *
Dennis G. Moore ................................. 52,457(5) *
Robert M. Radano ................................ 63,671(6) *
Peter G. Stanley ................................ 45,661(4)(7) *
Daniel Fachner .................................. 20,962(8) *
Michael Karaban ................................. 16,967(9) *
All executive officers and directors as a group
(8 persons).................................... 2,602,007(10) 31%
FIVE PERCENT SHAREHOLDERS
Barclay's Global Investors, N.A. ................ 715,630 8%
45 Fremont Street
San Francisco, CA 94105
Paradigm Capital Management, Inc. ............... 492,580 5%
12 East 49th Street, 32nd Floor
New York, NY 10017
---------------
* 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 200,000 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, and 61,275 shares owned by a charitable
foundation in which Mr. Shreiber has the right to vote and dispose of the
shares.
4
(3) Includes 1,500 shares of Common Stock issuable under the Deferred Stock
Plan.
(4) Includes 24,000 shares of Common Stock issuable upon the exercise of
options and exercisable within 60 days from the date of this Proxy
Statement and 6,000 shares issuable under the Deferred Stock Plan.
(5) Includes 11,716 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.
(6) Includes 4,716 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.
(7) Includes 15,661 shares owned jointly with Mr. Stanley's spouse with
shared voting and investment power.
(8) Includes 8,716 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.
(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.
(10) Includes 276,148 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
13,500 shares issuable under the Deferred Stock Plan.
COMPENSATION COMMITTEE REPORT
The Compensation Committee of the Board of Directors is responsible for
determining the compensation to be paid and the benefits to be provided to the
Company's Executive Officers.
The Company'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
The base salary level for the Company's Chief Executive Officer is
competitively set relative to companies in the food industry that are similar
to the Company. In obtaining this 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. Base salary for
other Executive Offices was historically set by the Chief Executive Officer.
The Compensation Committee reviewed these salaries and approved increases
averaging 3.5 percent.
CASH BONUSES
Cash bonuses are designed to motivate Executive Officers to achieve
near-term financial objectives consistent with the Company's overall business
strategies. The bonus for Mr. Shreiber was determined pursuant to the formulae
approved by the shareholders at the last annual meeting. This bonus is equal
to 2.5 percent of the Company's Net Earnings. For the other Executive
Officers, bonuses are in some cases 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.
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 the Company. Options given to the Chief Executive Officer had been
fixed according to the Company's Stock Option Plan. Options given to other
executive officers are recommended by the Chief Executive Officer and approved
by the Compensation Committee. On September 24, 2004, options were awarded to
various employees at the then price of $40.85.
5
TAX DEDUCTIBILITY UNDER SECTION 162(M)
Section 162(m) of the U.S. Internal Code of 1986 limits deductibility of
compensation in excess of $1 million paid to the Company's Chief Executive
Officer and to each of the other four highest-paid executive officers unless
this compensation qualifies as "performance-based". Based on the applicable
tax regulations, any taxable compensation derived from the exercise of stock
options by senior executives under the Company's Stock Option Plans should
qualify as performance-based. The bonus to Mr. Shreiber should also qualify as
performance-based. The Company did not pay any compensation for fiscal 2004
that will not be deductible due to Section 162(m). However, the Committee is
not precluded from doing so in the future should it determine that such
payments or awards are necessary to retain and motivate key executives.
COMPENSATION COMMITTEE
SIDNEY R. BROWN (Chairman)
LEONARD M. LODISH
PETER G. STANLEY
6
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 2004, 2003 and 2002:
SUMMARY COMPENSATION TABLE
LONG TERM
ANNUAL COMPENSATION COMPENSATION
------------------------------------------ ------------
ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS ALL OTHER(1) OPTIONS COMPENSATION (2)
--------------------------- ---- -------- -------- ------------ ------------ ----------------
Gerald B. Shreiber 2004 $575,000 $568,000 $707,000 10,000 $8,000
Chairman of the Board, President, 2003 $550,000 $500,000 $306,000 -0- $6,000
Chief Executive Officer and 2002 $525,000 $400,000 $694,000 25,000 $6,000
Director
Robert M. Radano 2004 $259,000 $125,000 $164,000 2,448 $8,000
Chief Operating Officer, 2003 $250,000 $120,000 $ 38,000 2,967 $6,000
Senior Vice President, Sales 2002 $225,000 $100,000 $130,000 2,598 $6,000
and Director
Dennis G. Moore 2004 $277,000 $142,000 $ 79,000 2,448 $6,000
Senior Vice President, Chief 2003 $267,000 $137,000 $ 64,000 2,967 $6,000
Financial Officer and Director 2002 $255,000 $132,000 $182,000 2,598 $6,000
Daniel Fachner 2004 $264,000 $220,000 $ 59,000 2,448 $6,000
President 2003 $255,000 $215,000 $ 65,000 2,967 $6,000
The ICEE Company 2002 $245,000 $215,000 $324,000 2,598 $6,000
Michael Karaban 2004 $209,000 $ 32,000 $109,000 2,000 $6,000
Senior Vice President 2003 $203,000 $ 27,000 $ 31,000 2,000 $6,000
-- Marketing 2002 $198,000 $ 25,000 $ 62,000 2,200 $6,000
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(1) Value realized upon the exercise of stock options.
(2) 401(K) Profit Sharing Plan Contribution.
7
EQUITY COMPENSATION PLAN
The following table provides information as of September 25, 2004 about the
shares of the Company's common stock that may be issued upon the exercise of
options under the Company's equity compensation plans which are the 1992 Stock
Option Plan, the 2002 Stock Option Plan and the Employee Stock Purchase Plan.
NUMBER OF SECURITIES
REMAINING AVAILABLE FOR
FUTURE ISSUANCE UNDER
NUMBER OF SECURITIES TO WEIGHTED AVERAGE EQUITY
BE ISSUED UPON EXERCISE OF EXERCISE PRICE OF COMPENSATION PLANS
OUTSTANDING OPTIONS, OUTSTANDING OPTIONS, [EXCLUDING SECURITIES
PLAN CATEGORY WARRANTS AND RIGHTS WARRANTS AND RIGHTS REFLECTED IN COLUMN 1]
------------- -------------------------- -------------------- -----------------------
Equity
compensation plans 768,244 $24.95 590,000
approved by
security holders
Equity
compensation plans N/A N/A N/A
not approved by
security holders
OPTION GRANTS
The following table sets forth certain information concerning stock options
granted during fiscal 2004 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 REALIZABLE
VALUE AT
ASSUMED ANNUAL
RATES OF STOCK
PRICE APPRECIATION
INDIVIDUAL GRANTS FOR OPTION TERM
----------------------------------------------------------------------------------------------------------- -------------------
NUMBER OF
SECURITIES % OF TOTAL OPTIONS
UNDERLYING GRANTED TO
OPTIONS EMPLOYEES IN FISCAL EXERCISE EXPIRATION
NAME GRANTED (#) YEAR PRICE DATE 5% 10%
-----------------------------------------------------------------------------------------------------------------------------------
Gerald B. Shreiber 10,000(1) 9% $40.85 9/23/14 $257,000 $651,000
Robert M. Radano 2,448(2) 2% $40.85 9/23/09 $ 28,000 $ 61,000
Dennis G. Moore 2,448(2) 2% $40.85 9/23/09 $ 28,000 $ 61,000
Daniel Fachner 2,448(2) 2% $40.85 9/23/09 $ 28,000 $ 61,000
Michael Karaban 2,000(2) 2% $40.85 9/23/09 $ 23,000 $ 50,000
---------------
(1) Options granted are first exercisable on 9/25/05.
(2) All options granted are first exercisable on 9/25/07.
8
OPTION EXERCISES AND HOLDINGS
The following table summarizes exercises of stock options during fiscal year
2004 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 2004.
AGGREGATED OPTION EXERCISES IN LAST FISCAL YEAR
AND FISCAL YEAR-END OPTION VALUES
NUMBER OF UNEXERCISED VALUE OF UNEXERCISED IN-THE-MONEY
SHARES ACQUIRED ON VALUE OPTIONS AT FY-END(#) OPTIONS AT FY-END($)
NAME EXERCISE (#) REALIZED ($) EXERCISABLE/UNEXERCISABLE EXERCISABLE/UNEXERCISABLE
-----------------------------------------------------------------------------------------------------------------------------------
Gerald B. Shreiber 25,000 $707,000 200,000/10,000 $ 3,307,000/$-0-
Robert M. Radano 6,000 $164,000 4,716/8,013 $ 93,000/$27,000
Dennis G. Moore 4,371 $ 79,000 11,716/8,013 $289,000/$27,000
Daniel Fachner 2,000 $ 59,000 8,716/8,013 $205,000/$27,000
Michael Karaban 4,000 $109,000 3,000/6,648 $ 59,000/$20,000
OPTION REPRICING
The following table sets forth information concerning repricings of options
held by executive officers of the Company during the last ten completed fiscal
years:
TEN-YEAR OPTION/SAR REPRICINGS
LENGTH OF
NUMBER OF ORIGINAL
SECURITIES MARKET PRICE EXERCISE OPTION TERM
UNDERLYING OF STOCK AT PRICE AT REMAINING AT
OPTIONS/SARS TIME OF TIME OF NEW DATE OF
REPRICED OR REPRICING OR REPRICING OR EXERCISE REPRICING OR
NAME DATE AMENDED (#) AMENDMENT AMENDMENT ($) PRICE ($) AMENDMENT
-----------------------------------------------------------------------------------------------------------------------------------
Robert M. Radano 8/l/96 6,000* $9.75 $12.375 $9.75 58 months
Senior Vice President,
Chief Operating
Officer
Dennis G. Moore 8/l/96 6,000* $9.75 $12.375 $9.75 58 months
Senior V.P., Chief Financial Officer,
Secretary/Treasurer
Daniel Fachner 8/l/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.
9
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 25, 2004 contributions in
the amount of $1,141,000 were made to the 401(K) Profit Sharing Plan.
DIRECTOR COMPENSATION
Each director receives annual grants under the Deferred Stock Plan of 1,500
shares as well as $750 per quarter as a retainer and $1,000 for attendance at
each of its four quarterly Board meetings. In addition, the Chairman of the
Audit Committee receives an annual fee of $5,000.
EMPLOYMENT AGREEMENTS AND CHANGE-IN-CONTROL ARRANGEMENTS
There are no employment agreements or change-in-control arrangements with
any of the named Executive Officers.
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 FOODS & MEATS INDEX
[GRAPHIC OMITTED]
Cumulative Total Return
--------------------------------------------------------------------
9/99 9/00 9/01 9/02 9/03 9/04
J & J SNACK FOODS CORP. 100.00 65.51 94.94 186.58 181.16 217.11
NASDAQ STOCK MARKET (U.S.) 100.00 159.85 56.32 49.18 58.43 65.29
S&P PACKAGED FOODS 100.00 94.75 114.25 113.64 123.24 144.46
* $100 invested on 9/30/99 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
10
SHAREHOLDER PROPOSALS AND NOMINATIONS
Any stockholder who wishes to submit a proposal to be voted on or to
nominate a person for election to the Board of Directors at the Company's
annual meeting of stockholders in 2006, must notify the Company's Secretary
(at the Company's address set forth above) no earlier than July 26, 2005 and
no later than August 25, 2005 (unless the date of the 2006 annual meeting is
more than 30 days before or more than 60 days after February 10, 2006, in
which case the notice of proposal must be received by the later of October 24,
2005 or the tenth day following the day the Company publicly announces the
date of the 2006 annual meeting). The notice of a proposal or nomination must
also include certain information about the proposal or nominee and about the
stockholder submitting the proposal or nomination, as required by the
Company's By-Laws, and must also meet the requirements of applicable
securities laws. Proposals or nominations not meeting these requirements will
not be presented at the annual meeting.
For more information regarding stockholder proposals or nominations, you may
request a copy of the By-Laws from the Company's Secretary (at the Company's
address set forth above).
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, file with the Securities
and Exchange Commission reports of ownership and changes in ownership of
Common Stock and other equity securities of the Company. To the Company's
knowledge, based solely on a review of the copies of such reports furnished to
the Company and written representations received by it from such directors and
executive officers, 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 2004.
AUDIT COMMITTEE
AUDIT COMMITTEE CHARTER
Attached as Exhibit B to this Proxy Statement is the current Charter of the
Audit Committee of the Board of Directors.
REPORT OF THE AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
The primary purpose of the Audit Committee is to oversee the Company's
accounting and financial reporting process and the audits of the Company's
financial statements, as further detailed in the Committee's Charter attached
as Exhibit B to this Proxy Statement.
The Company's management is responsible for the integrity of the Company's
financial statements, as well as its accounting and financial reporting
process and internal controls for compliance with applicable accounting
standards, laws and regulations. The Company's independent accountants, Grant
Thornton LLP ("Grant Thornton"), are responsible for performing an independent
audit of the Company's financial statements in accordance with generally
accepted auditing standards and expressing an opinion in their report on those
financial statements.
The Audit Committee is responsible for monitoring and reviewing these
processes, as well as the independence and performance of the Company's
independent accountants. The Audit Committee does not conduct auditing or
accounting reviews or procedures. The Audit Committee has relied on
management's representation that the financial statements have been prepared
with integrity and in conformity with generally accepted accounting procedures
in the U.S. and on the independent accountants' representations included in
their report on the Company's financial statements.
The Audit Committee reviewed and discussed with management the Company's
audited financial statements for fiscal year 2004. The Committee discussed
with the Company's independent accountants, Grant Thornton, the matters
required to be discussed by the Codification of Statements on Auditing
Standards 61, Communication with Audit Committees (as modified or
supplemented). In addition, the Audit Committee received the written
disclosures and the letter from Grant Thornton required by Independence
Standards Board Standard No. 1, Independence Discussions with Audit
Committees, discussed with Grant Thornton its
11
independence from the Company, and considered whether the providing of
non-audit services to the Company by Grant Thornton is compatible with
maintaining Grant Thornton's independence.
Based on these reviews and discussions and in reliance thereon, the Audit
Committee recommended to the Board of Directors that the audited financial
statements for the Company be included in the Company's Annual Report on Form
10-K for the fiscal year ended September 25, 2004.
PETER G. STANLEY (Chairman)
SIDNEY R. BROWN
LEONARD M. LODISH
INDEPENDENT ACCOUNTANTS
It is contemplated that Grant Thornton LLP ("Grant Thornton") will be
selected to serve as the Company's independent accountants for fiscal year
2005. Grant Thornton also served as the Company's independent accountants for
fiscal year 2004. A representative of Grant Thornton is expected to attend the
Annual Meeting, will have an opportunity to make a statement if he so desires
and will be available to respond to appropriate questions from stockholders.
AUDIT FEES
The following aggregate fees were billed to the Company in each of the last
two fiscal years for professional services rendered by Grant Thornton for the
audit of the Company's annual financial statements and services that are
normally provided by Grant Thornton in connection with statutory and
regulatory filings or engagements for those fiscal years:
Fiscal Year 2004 $316,000
Fiscal Year 2003 $264,000
AUDIT-RELATED FEES
The following aggregate fees were billed to the Company in each of the last
two fiscal years for financial accounting and reporting services, and
acquisition-related services, in each case rendered by Grant Thornton and that
were reasonably related to the performance of the audit or review of the
Company's financial statements but are not included in the audit fees reported
above:
Fiscal Year 2004 $ 3,000
Fiscal Year 2003 $ 4,000
TAX FEES
The following aggregate fees were billed to the Company in each of the last
two fiscal years for U.S. Federal, state and local tax planning, advice and
compliance services, international tax planning, advice and compliance
services:
Fiscal Year 2004 $131,000
Fiscal Year 2003 $140,000
ALL OTHER FEES
The following aggregate fees were billed to the Company in each of the last
two fiscal years for services provided by Grant Thornton that are not included
in the services reported above, which services related to audits of the
Company's Health and Welfare Plan and 401(k) Profit Sharing Plan.
Fiscal Year 2004 $ 16,000
Fiscal Year 2003 $ 10,000
12
AUDIT COMMITTEE POLICIES AND PROCEDURES ON PRE-APPROVAL OF AUDIT AND
PERMISSIBLE NON-AUDIT SERVICES
The Audit Committee has adopted policies and procedures requiring that the
Company obtain the Committee's pre-approval of all audit and permissible
non-audit services to be provided by Grant Thornton as the Company's
independent accountants. Pre-approval is generally granted on a fiscal year
basis, is detailed as to the particular service or category of services to be
provided and is granted after consideration of the estimated fees for each
service or category of service. Actual fees and any changes to estimated fees
for pre-approved services are reported to the Committee on a quarterly basis.
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.
13
PROPOSAL 2
PROPOSAL TO APPROVE COMPANY'S AMENDED AND
RESTATED STOCK OPTION PLAN
Shareholders approved the Company's 2002 Stock Option Plan ("Plan") at the
Company's 2003 Annual Meeting. The Board of Directors has approved an
amendment to that Plan. The Plan, as amended and restated, is attached hereto
as Exhibit "A"
AUTHORIZED SHARES UNDER STOCK OPTION PLAN
Options for a total of 400,000 shares may be issued under the Stock Option
Plan. 189,000 options have been issued to date from said shares. No optionee
shall be granted options to acquire shares greater 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, other key employees and important consultants 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. Further, the
Board of Directors believes that the issuance of stock options can be an
important inducement for key consultants agreeing to provide services to the
Company.
Set forth below is a summary of certain significant portions of the Stock
Option Plan.
Eligibility and Administration. All officers, directors, key employees of
the Company and important consultants of 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, key employees and important consultants 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 the
Company's 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 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
14
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
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 6, 2004 was $47.07.
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; Transferability. 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 Incentive 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
15
years of service, may exercise options after retirement according to the terms
of such options. The Committee may provide that a Non-Qualified Option is
transferable to any family member of the optionee by gift or qualified
domestic relations order.
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.
16
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 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
2004 is provided elsewhere in this Proxy Statement. See "Executive
Compensation".
Amendments to the Plan. The primary change to the Plan is to provide that
stock options may be issued to important consultants. In July 2004 the Company
entered into an agreement with Roger Clemens, the star pitcher for the Houston
Astros, to become a spokesman for SUPERPRETZEL(R) brand soft pretzels and
ICEE(R) brand beverages and frozen desserts. As part of his compensation, Mr.
Clemens received 10,000 options to purchase the Company's common stock. The
options were issued under the Stock Option Plan, contingent on the
stockholders approving this amendment to allow issuance of options to
important consultants.
In addition to certain technical amendments, the amendments to the Plan
allow the Committee to approve Non-Qualified Options to be transferred to a
family member of the optionee by gift or qualified domestic relations order.
THE BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE FOR APPROVAL OF THE AMENDED AND
RESTATED J & J SNACK FOODS CORP. STOCK OPTION PLAN
17
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 2004.
EACH PERSON SOLICITED HEREUNDER CAN OBTAIN A COPY OF J & J'S ANNUAL REPORT
ON FORM 10-K FOR FISCAL 2004 AS FILED WITH THE SECURITIES AND EXCHANGE
COMMISSION FOR THE YEAR ENDED SEPTEMBER 25, 2004, 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
18
EXHIBIT "A"
J & J SNACK FOODS CORP.
AMENDED AND RESTATED
STOCK OPTION PLAN
1. PURPOSE OF PLAN
The purpose of the Amended and Restated 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. All important
consultants to, the Corporation and of any present or future Corporation
parent or subsidiary corporation are also eligible to receive an option or
options under the 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. No individual may receive options under this Plan for more than 25
percent of the total number of shares of the Corporation's Common Stock
authorized for issuance under 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
two and a maximum of five members of the Board of Directors, each of whom
shall be a "Non-Employee Director" 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
except that the failure of the Compensation Committee for any reason to be
composed solely of Non-Employee Directors shall not prevent an option from
being considered granted under this Plan. The term "Committee," as used
herein, shall refer to either the Corporation's Board of Directors or such
Compensation Committee, depending upon who is administering the Plan. 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
19
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 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 to officers and other
employees 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. Subject to the
authority of the Committee set forth in Section 4(a) hereof, Non-Qualified
Stock Options issued to directors and important consultants pursuant to this
Plan shall be issued substantially in the form set forth in Appendix III
hereof, which form is hereby incorporated by reference and made a part hereof,
and shall
20
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" or Appendix
"III" 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."
(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.
(f) Except as otherwise provided in Section 422 of the Code and
regulations thereunder or any successor provision, no Incentive Stock Option
granted pursuant to this Plan shall be transferable other than by will or the
laws of descent and distribution. Except as otherwise provided by the Rules
and Regulations of the Securities and Exchange Commission, the Committee may
provide that a Non-Qualified Stock Option is transferable to any "family
member" of the optionee by gift or qualified domestic relations order. For
purposes of this section, a family member includes any child, stepchild,
grandchild, parent, step-parent, grandparent, spouse, former spouse, sibling,
niece, nephew, mother-in-law, father-in-law, son-in-law, daughter-in-law,
brother-in-law, or sister-in-law, including adoptive relationships, any person
sharing the grantee's household (other than a tenant or employee), a trust in
which these persons have more than 50% of the beneficial interest, a
foundation in which these persons (or the grantee) controls the management of
assets, and any other entity in which these persons or the grantee own more
than 50% of the voting interests.
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.
21
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.
22
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 Amended and Restated Stock
Option Plan (the "Plan") adopted by the Corporation's Board of Directors,
effective November 26, 2002, as amended. 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.
23
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 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_.
24
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
(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
25
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.
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)
______________________________
26
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 Amended and Restated Stock Option Plan
(the "Plan") adopted by the Corporation's Board of Directors, effective
November 26, 2002, as amended. 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
27
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 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.
28
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)
29
APPENDIX III
NON-QUALIFIED STOCK OPTION FOR DIRECTORS
OR IMPORTANT CONSULTANTS
To:
Name_________________________________________________________________________
Address______________________________________________________________________
Date of Grant________________________________________________________________
You are hereby granted an option, effective as of the date hereof, to
purchase __________ shares of common stock, no par value per share ("Common
Stock"), of J & J Snack Foods Corp. (the "Corporation"), at a price of
$_______ per share which shall be equal to at least the fair market value on
the date of grant, pursuant to the Corporation's Stock Option Plan (the
"Plan").
Your Option may first be exercised at any time on or after ___ year(s) from
the anniversary of the Date of Grant, for up to __% of the total number of
shares subject to the Option. Each succeeding anniversary of the Date of
Grant, your Option may be exercised for up to an additional __% of the total
number of shares subject to the Option until the total number of shares
subject to the Option are fully exercisable. Thus, this Option vests __% on
each yearly anniversary of the Date of Grant and is fully exercisable on or
after __ years from the Date of Grant. This Option shall terminate and is not
exercisable after 10 years from the Date of Grant. This Option shall be
adjusted for any change in the outstanding shares of the Common Stock of the
Corporation by reason of a stock dividend or distribution, supplemental
offering of shares, stock split, combination of shares, recapitalization,
merger, consolidation, exchange of shares, reorganization, conversion or what
the Committee deems in its sole discretion to be similar circumstances. No
fractional shares shall be issued or delivered.
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 and
includes cash received from a stock brokerage firm in a so-called "cashless
exercise"; (b) certificates representing shares of Common Stock of the
Corporation, which will be valued by the Secretary of the Corporation at the
fair market value per share of the Corporation's Common Stock (as determined
in accordance with the Plan) on the date of 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 of the Corporation 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 the Secretary
deems such guarantees necessary or desirable.
Your option will, to the extent not previously exercised by you, terminate
___ months after the date on which you cease for any reason to be a consultant
to, the Corporation or a subsidiary corporation (whether by death, disability,
resignation, removal, failure to be reappointed or otherwise, or the
expiration of any consulting arrangement, and regardless of whether the
failure to continue as a consultant was for cause or without cause or
otherwise), but in no event later than ten years from the date this option is
granted. After the date you cease to be a consultant, you may exercise this
option only for the number of shares which you had a right to purchase and did
not purchase on the date you ceased to be a consultant. Your consultancy shall
not be deemed to have terminated if you cease being a consultant to, the
Corporation or a subsidiary corporation but are or concurrently therewith
become (a) a consultant to, the Corporation or another subsidiary corporation
or (b) an employee of the Corporation or a subsidiary corporation.
In the event of any change in the outstanding shares of the Common Stock of
the Corporation 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
30
circumstances, the number and kind of shares subject to this option and the
option price of such shares shall be appropriately adjusted in a manner to be
determined in the sole discretion of the Committee.
NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED IN THIS OPTION, IN THE
EVENT OF A SALE OR A PROPOSED SALE OF THE MAJORITY OF THE STOCK OR ASSETS OF
THE CORPORATION OR A PROPOSED CHANGE OF CONTROL, THE COMMITTEE SHALL HAVE THE
RIGHT TO TERMINATE THIS OPTION UPON THIRTY (30) DAYS PRIOR WRITTEN NOTICE TO
YOU, SUBJECT TO YOUR RIGHT TO EXERCISE SUCH OPTION TO THE EXTENT VESTED PRIOR
TO SUCH TERMINATION.
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,
including, for this purpose, your legal guardian or custodian in the event of
disability. 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 until all the following events occur and during the following
periods of time:
(a) Until the Plan amendment pursuant to which this option is granted is
approved by the shareholders of the Corporation in the manner prescribed by
the Code and the regulations thereunder;
(b) Until this option and the optioned shares are approved and/or
registered with such federal, state and local regulatory bodies or agencies
and securities exchanges as the Corporation may deem necessary or desirable;
or
(c) 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.
(d) Until you have paid or made suitable arrangements to pay (which may
include payment through the surrender of Common Stock, unless prohibited by
the Committee) (i) all federal, state and local income tax withholding
required to be withheld by the Corporation in connection with the option
exercise and (ii) your portion of other federal, state and local payroll and
other taxes due in connection with the option exercise.
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.
ANY DISPUTE OR DISAGREEMENT BETWEEN YOU AND THE CORPORATION WITH RESPECT TO
ANY PORTION OF THIS OPTION OR ITS VALIDITY, CONSTRUCTION, MEANING, PERFORMANCE
OR YOUR RIGHTS HEREUNDER SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH
THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION OR
ITS SUCCESSOR, AS AMENDED FROM TIME TO TIME. HOWEVER, PRIOR TO SUBMISSION TO
ARBITRATION YOU WILL ATTEMPT TO RESOLVE ANY DISPUTES OR DISAGREEMENTS WITH THE
CORPORATION OVER THIS OPTION AMICABLY AND INFORMALLY, IN GOOD FAITH, FOR A
PERIOD NOT TO EXCEED TWO WEEKS. THEREAFTER, THE DISPUTE OR DISAGREEMENT WILL
BE SUBMITTED TO ARBITRATION. AT ANY TIME PRIOR TO A DECISION FROM THE
ARBITRATOR(S) BEING RENDERED, YOU AND THE CORPORATION MAY RESOLVE THE DISPUTE
BY SETTLEMENT. YOU AND THE CORPORATION SHALL EQUALLY SHARE THE COSTS CHARGED
BY THE AMERICAN ARBITRATION ASSOCIATION OR ITS SUCCESSOR, BUT YOU AND THE
CORPORATION SHALL OTHERWISE BE SOLELY RESPONSIBLE FOR YOUR OWN RESPECTIVE
COUNSEL FEES AND EXPENSES. THE DECISION OF THE ARBITRATOR(S) SHALL BE MADE IN
WRITING, SETTING FORTH THE AWARD, THE REASONS FOR THE DECISION AND AWARD AND
SHALL BE BINDING AND CONCLUSIVE ON YOU AND THE CORPORATION. FURTHER, NEITHER
YOU NOR THE CORPORATION SHALL APPEAL ANY SUCH AWARD. JUDGMENT OF A COURT OF
COMPETENT JURISDICTION MAY BE ENTERED UPON THE AWARD AND MAY BE ENFORCED AS
SUCH IN ACCORDANCE WITH THE PROVISIONS OF THE AWARD
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
31
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, supplement or waiver of this option, in whole or in part, shall
be binding upon the Corporation unless in writing and signed by the President
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.
By:__________________________
I hereby acknowledge receipt of a copy of the foregoing stock option and the
J & J Snack Foods Corp. Stock Option Plan and, having read them hereby signify
my understanding of, and my agreement with, its terms and conditions. I
UNDERSTAND THIS OPTION IS VOID UNLESS A SIGNED COPY OF THIS OPTION AGREEMENT
IS RETURNED TO THE CORPORATION BY _____________. I accept this option in full
satisfaction of any previous written or verbal promises made to me by the
Corporation with respect to option grants [except for options granted to me
pursuant to agreements dated ________].
______________________________ ______________________________
(Date) (Signature)
32
EXHIBIT "B"
J & J SNACK FOODS CORP.
-----------------------
AUDIT COMMITTEE CHARTER
------------------------
PURPOSE
-------
There shall be a committee of the board of directors (the "Board") to be
known as the audit committee. The audit committee's purpose is to:
(A) assist Board oversight of (i) the integrity of the Company's financial
statements, (ii) the Company's compliance with legal and regulatory
requirements, (iii) the independent auditor's qualifications and independence,
and (iv) the performance of the Company's internal audit function and
independent auditors; and
(B) prepare an audit committee report as required by the SEC's rules to be
included in the Company's annual proxy statements, or, if the Company does not
file a proxy statement, in the Company's annual report filed on Form 10-K with
the SEC.
COMPOSITION
-----------
The audit committee shall have at least three (3) members, each of whom must
meet the following conditions: (i) be independent as defined under Rule
4200(a)(15) of The Nasdaq Stock Market (except as set forth in Rule 4350
(d)(2)(B)); (ii) meet the criteria for independence set forth in Rule 10A-
3(b)(1) under the Securities Exchange Act of 1934 (subject to the exemptions
provided in Rule 10A-3(c)); (iii) not have participated in the preparation of
the financial statements of the Company or any current subsidiary of the
Company at any time during the past three years; and (iv) be able to read and
understand fundamental financial statements, including a Company's balance
sheet, income statement, and cash flow statement. Additionally, the Company
must certify that it has, and will continue to have, at least one member of
the audit committee who has past employment experience in finance or
accounting, requisite professional certification in accounting, or any other
comparable experience or background which results in the individual's
financial sophistication, including being or having been a chief executive
officer, chief financial officer or other senior officer with financial
oversight responsibilities.
The Board shall elect or appoint a chairperson of the audit committee (or,
if it does not do so, the audit committee members shall elect a chairperson by
vote of a majority of the full committee); the chairperson will have authority
to act on behalf of the audit committee between meetings.
DUTIES AND RESPONSIBILITIES
---------------------------
The duties and responsibilities of the audit committee shall be as follows:
(A) be directly responsible for the appointment, compensation, retention and
oversight of the work of any registered public accounting firm engaged
(including resolution of disagreements between management and the auditor
regarding financial reporting) for the purpose of preparing or issuing an
audit report or performing other audit, review or attest services for the
Company, and each such registered public accounting firm must report directly
to the audit committee.
(B) establish procedures for (i) the receipt, retention and treatment of
complaints received by the Company regarding accounting, internal accounting
controls or auditing matters, and (ii) the confidential, anonymous submissions
by Company employees of concerns regarding questionable accounting or auditing
matters;
(C) have the authority to engage independent counsel and other advisers, as
it determines necessary to carry out its duties;
(D) receive appropriate funding from the Company, as determined by the audit
committee in its capacity as a committee of the Board, for payment of: (i)
compensation to any registered public accounting firm engaged for the purpose
of preparing or issuing an audit report or performing other audit, review or
attest
33
services for the Company; (ii) compensation to any advisers employed by the
audit committee; and (iii) ordinary administrative expenses of the audit
committee that are necessary or appropriate in carrying out its duties;
(E) at least annually, obtain and review a report by the independent auditor
describing: the firm's internal quality-control procedures; any material
issues raised by the most recent internal quality-control review, or peer
review, of the firm, or by any inquiry or investigation by governmental or
professional authorities, within the preceding five years, respecting one or
more independent audits carried out by the firm, and any steps taken to deal
with any such issues; and (to assess the auditor's independence) all
relationships between the independent auditor and the Company;
(F) discuss the Company's annual audited financial statements and quarterly
financial statements with management and the independent auditor, including
the Company's disclosures under "Management's Discussion and Analysis of
Financial Condition and Results of Operations;"
(G) discuss the Company's earnings press releases, as well as financial
information and earnings guidance provided to analysts and rating agencies;
(H) discuss policies with respect to risk assessment and risk management;
(I) meet separately, periodically, with management, with any internal
auditors (or any other personnel responsible for the internal audit function)
and with independent auditors;
(J) review with the independent auditor any audit problems or difficulties
and management's response, including discussion of the responsibilities,
budget and staffing of the Company's internal control function;
(K) set clear hiring policies for employees or former employees of the
independent auditors;
(L) report regularly to the Board;
(M) make an annual performance evaluation of the audit committee;
(N) review and assess the adequacy of the audit committee's charter
annually;
(O) comply with all preapproval requirements of Section 10A(i) of the
Securities Exchange Act of 1934 and all SEC rules relating to the
administration by the audit committee of the auditor engagement to the extent
necessary to maintain the independence of the auditor as set forth in 17 CFR
Part 210.2-01(c)(7);
(P) make such other recommendations to the Board on such matters, within the
scope of its function, as may come to its attention and which in its
discretion warrant consideration by the Board; and
(Q) act as a qualified legal compliance committee as defined in 17 CFR Part
205.2.
GENERAL COMMENTS
----------------
While the fundamental responsibility for the Company's financial statements
and disclosures rests with management and the independent auditor, the audit
committee will review (A) major issues regarding accounting principles and
financial statement presentations, including any significant changes in the
Company's selection or application of accounting principles, and major issues
as to the adequacy of the Company's internal controls and any special audit
steps adopted in light of material control deficiencies; (B) analyses prepared
by management and/or the independent auditor setting forth significant
financial reporting issues and judgments made in connection with the
preparation of the financial statements, including analyses of the effects of
alternative generally accepted accounting principle ("GAAP") methods on the
financial statements; (C) the effect or regulatory and accounting initiatives,
as well as off-balance sheet structures, on the financial statements of the
Company; and (D) the type and presentation of information to be included in
earnings press releases (paying particular attention to any use of "pro
forma," or "adjusted" non-GAAP, information), as well as review any financial
information and earnings guidance provided to analysts and rating agencies.
34
MEETINGS
--------
The audit committee shall meet at least four times per year on a quarterly
basis, or more frequently as circumstances require. One or more meetings may
be conducted in whole or in part by telephone conference call or similar means
if it is impracticable to obtain the personal presence of each audit committee
member. The Company shall make available to the audit committee, at its
meetings and otherwise, such individuals and entities as may be designated
from time to time by the audit committee, such as members of management
including (but not limited to) the internal audit and accounting staff, the
independent auditors, inside and outside counsel, and other individuals or
entities (whether or not employed by the Company and including any corporate
governance employees and individuals or entities performing internal audit
services as independent contractors).
DELEGATION
----------
Any duties and responsibilities of the audit committee, including, but not
limited to, the authority to preapprove all audit and permitted non-audit
services, may be delegated to one or more members of the audit committee or a
subcommittee of the audit committee.
LIMITATIONS
-----------
The audit committee is responsible for the duties and responsibilities set
forth in this charter, but its role is oversight and therefore it is not
responsible for either the preparation of the Company's financial statements
or the auditing of the Company's financial statements. The members of the
audit committee are not employees of the Company and may not be accountants or
auditors by profession or experts in accounting or auditing. Management has
the responsibility for preparing the financial statements and implementing
internal controls and the independent auditors have the responsibility for
auditing the financial statements and monitoring the effectiveness of the
internal controls, subject, in each case, to the oversight of the audit
committee described in this charter. The review of the financial statements by
the audit committee is not of the same character or quality as the audit
performed by the independent auditors. The oversight exercised by the audit
committee is not a guarantee that the financial statements will be free from
mistake or fraud. In carrying out its responsibilities, the audit committee
believes its policies and procedures should remain flexible in order to best
react to a changing environment.
35
ANNUAL MEETING OF SHAREHOLDERS OF
J & J SNACK FOODS CORP.
FEBRUARY 10, 2005
---------
PROOF # 1
---------
Please date, sign and mail
your proxy card in the
envelope provided
as soon as possible.
\/ Please detach along perforated line and mail in the envelope provided. \/
--------------------------------------------------------------------------------
THE BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" THE ELECTION OF DIRECTORS AND
"FOR" PROPOSAL 2.
PLEASE SIGN, DATE AND RETURN PROMPTLY IN THE ENCLOSED ENVELOPE. PLEASE MARK YOUR
VOTE IN BLUE OR BLACK INK AS SHOWN HERE |X|
--------------------------------------------------------------------------------
1. Election of Director:
|_| FOR THE NOMINEE NOMINEE:
o Gerald B. Shreiber
|_| WITHHOLD AUTHORITY
FOR THE NOMINEE
2. Approval of Amendment to Stock Option Plan
FOR AGAINST ABSTAIN
|_| |_| |_|
Receipt of J & J's Annual Report to Shareholders and the Notice of the Meeting
and Proxy Statement dated December 23, 2004 is hereby acknowledged.
PLEASE DATE AND SIGN THIS PROXY AND RETURN IT PROMPTLY IN THE ENCLOSED POSTAGE
PAID ENVELOPE.
To change the address on your account, please check the box at right and
indicate your new address in the address space above. Please note that |_|
changes to the registered name(s) on the account may not be submitted via
this method.
Signature of Shareholder _____________________________ Date: _______________
Signature of Shareholder _____________________________ Date: _______________
NOTE: Please sign exactly as your name or names appear on this Proxy. When
shares are held jointly, each holder should sign. When signing as executor,
administrator, attorney, trustee or guardian, please give full title as such. If
the signer is a corporation, please sign full corporate name by duly authorized
officer, giving full title as such. If signer is a partnership, please sign in
partnership name by authorized person.
---------
PROOF # 2
---------
J & J SNACK FOODS CORP.
ANNUAL MEETING OF SHAREHOLDERS FEBRUARY 10, 2005
THIS PROXY IS 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 10, 2005 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 amendment to the Stock Option
Plan as more fully described in the Proxy Statement.
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 THE REVERSE SIDE)
14475