<DESCRIPTION>CASEY'S 2000 STOCK OPTION PLAN
2000 STOCK OPTION PLAN
CASEY'S GENERAL STORES, INC.
The purpose of this 2000 Stock Option Plan, which shall be known as the
"2000 Stock Option Plan of Casey's General Stores, Inc." (the "Plan"), is to
promote the interests of Casey's General Stores, Inc., an Iowa corporation (the
"Company"), and its shareholders by strengthening its ability to retain officers
and key employees in the employ of the Company, or of any subsidiary of the
Company, by furnishing additional incentives whereby such present and future
officers and key employees may be encouraged to acquire, or to increase their
acquisition of, the Company's common stock, thus maintaining their personal
interest in the Company's continued success and progress. The Plan provides for
the grant of options to purchase shares of Common Stock ("Option" or "Options")
in accordance with the terms and conditions set forth below.
Any Option granted under this Plan may be either an incentive stock option
(an "ISO") or a non-qualified option (a "NQO"), as determined in the discretion
of the Committee. An "ISO" is an Option that is intended to be an "incentive
stock option" described in Section 422(b) of the Code and does in fact satisfy
the requirements of that section. An "NQO" is an Option that is not intended to
be an "incentive stock option" as that term in described in Section 422(b) of
the Code, or that fails to satisfy the requirements of that section.
In addition to the definitions set forth in Article I hereof, for purposes
of this Plan the following terms shall have the following meanings:
"Board" means the Board of Directors of the Company.
"Code" means the Internal Revenue Code of 1986, as amended.
"Committee" means the Compensation Committee of the Board.
"Common Stock" means unauthorized and unissued shares of the Common Stock,
no par value, of the Company.
"Employee" means any key employee of the Company or any subsidiary thereof.
Members of the Board who are not full-time salaried officers or employees are
not Employees for purposes of this Plan.
"Fair Market Value" means the last reported sales or closing price of the
Common Stock, on the date on which it is to be valued hereunder, as reported on
the NASDAQ National Market System or other securities exchange.
"Non-Employee Director" shall have the meaning set forth in Rule 16b-3
promulgated by the Securities and Exchange Commission under the Securities
Exchange Act of 1934, or any successor definition adopted by the Commission.
"Optionee" means an Employee to whom an Option is granted pursuant to the
The Plan shall be administered by the Committee, which shall at all times
consist of not less than two (2) persons, each of whom shall be a Non-Employee
Director. The Committee shall have complete authority to construe and interpret
the Plan, to establish, amend and rescind appropriate rules and regulations
relating to the Plan, to select persons eligible to participate in the Plan, to
grant Options thereunder, to administer the Plan, to make recommendations to the
Board and to take all such steps and make all such determinations in connection
with the Plan and the Options granted thereunder as it may deem necessary or
advisable. All determinations of the Committee shall be by a majority of its
members, and its determinations shall be final.
4.1. All Employees who have demonstrated significant management potential
or who have contributed, or are deemed likely to contribute, in a substantial
measure to the successful performance of the Company, as determined by the
Committee, are eligible to be Optionees under the Plan; provided that such
individuals have been Employees at all times during a period beginning on the
date on which the Committee grants to such individual an Option and ending on
the day three (3) months before the date of exercise of the Option.
4.2. No Employee shall be granted an Option intended to be an ISO if,
immediately before the Option is to be granted, the Employee owns, directly or
indirectly, more than ten percent (10%) of the Common Stock and other stock of
the Company possessing more than ten percent (10%) of the total combined voting
power or value of all classes of stock of the Company, or of any subsidiary of
the Company; provided, however, that the limitation stated in this Section 4.2
shall not apply if at the time such Option is granted the Option Price is not
less than one hundred ten percent (110%) of the Fair Market Value (at the time
the Option is granted) of the Common Stock subject to the Option, and such
Option by its terms is not exercisable after the expiration of five (5) years
from the date such Option is granted.
5.1. There shall be reserved for issuance pursuant to the Plan a total of
Five Hundred Thousand (500,000) shares of Common Stock, together with any shares
that were available for grant under the Company's 1991 Incentive Stock Option
Plan as of June 6, 2000 (estimated to be 752,164 shares) and any shares that,
after such date, would have, but for Article XI below, otherwise become
available for grant under the terms of such Plan by reason of forfeitures or
otherwise. In the event that (i) an Option expires or is terminated unexercised
as to any shares covered thereby, or (ii) shares are forfeited for any reason
under the Plan, such shares shall thereafter be again available for issuance
pursuant to the Plan.
5.2. In the event of any change in the outstanding shares of Common Stock
by reason of any stock dividend or split, recapitalization, merger,
consolidation, spin-off, combination or exchange of shares or other corporate
change, or any distributions to common shareholders other than cash dividends,
the Committee shall make such substitution or adjustment, if any, as it deems to
be equitable to accomplish fairly the purposes of the Plan and to preserve the
intended benefits of the Plan to the Optionees and the Company, as to the number
(including the number specified in Section 5.1 above) or kind of shares of
Common Stock or other securities issued or reserved for issuance pursuant to the
Plan, including the number of outstanding Options and the Option Prices thereof.
GRANT OF OPTIONS
Options may be granted to Employees in such number and at such times during
the term of this Plan (as defined in Article XII hereof) as the Committee shall
determine, the Committee taking into account the duties of the respective
Employees, their present and potential contributions to the success of the
Company, and such other factors as the Committee shall deem relevant in
connection with accomplishing the purpose of the Plan. The granting of an Option
pursuant to the Plan shall take place when the Committee by resolution, written
consent or other appropriate action determines to grant such an Option to a
particular Optionee at a particular price. Each Option shall be evidenced by a
written agreement to be duly executed and delivered by or on behalf of the
Company and the Optionee and containing provisions not inconsistent with the
Plan. An Option granted under the Plan may be either an ISO or a NQO.
TERMS AND CONDITIONS OF OPTIONS
Options granted under this Plan shall be subject to the following terms and
7.1. Option Price. The Option Price per share with respect to each
Option shall be determined by the Committee but shall not be less than 100%
of the Fair Market Value of the Common Stock on the date the Option is
granted (the "Option Price").
7.2. Duration of Options. Options shall be exercisable at such time and
under such conditions as set forth in the written agreement evidencing such
Option, but in no event shall any Option be exercisable on or after the tenth
anniversary of the date on which the Option is granted.
7.3. Exercise of Option. The shares of Common Stock covered by an
Option may not be purchased by an Optionee prior to the first anniversary of
the date on which the Option is granted, or such longer period as the
Committee may determine in a particular case, but thereafter may be purchased
at one time or in such installments over the balance of the Option period as
may be provided in the Option; any shares not purchased on the applicable
installment date may be purchased thereafter at any time prior to the final
expiration of the Option. To the extent that the right to purchase shares has
accrued thereunder, Options may be exercised from time to time by written
notice of the Company stating the number of shares with respect to which the
Option is being exercised.
7.4. Payment. Shares of Common Stock purchased under any Option shall,
at the time of purchase, be paid for in full. Such payment shall be made in
cash, by tender of shares of Common Stock owned by the Optionee valued at
Fair Market Value as of the day of exercise, subject to such limitations on
the tender of Common Stock as the Committee may impose, or by a combination
of cash and shares of Common Stock. No shares shall be issued or delivered
until full payment therefor has been made. A holder of an Option shall have
none of the rights of a shareholder until the shares of Common Stock are
issued pursuant to the exercise of an Option. The Committee may provide an
Optionee with assistance in financing the Option Price and applicable
withholding taxes, on such terms and conditions as it determines appropriate
in its sole discretion. The Committee also may permit an Optionee to elect
to pay the Option Price by irrevocably authorizing a third party to sell
shares of Common Stock (or a sufficient portion thereof) acquired upon
exercise of the Option and remit to the Company a sufficient portion of the
sale proceeds to pay the entire Option Price and any tax withholding
resulting from such exercise.
7.5. Withholding. In the Committee's discretion, the Optionee may be
required to pay to the Company the amount of any taxes required to be
withheld with respect to shares of Common Stock purchased under any Option
or, in lieu thereof, the Company shall have the right to retain (or the
Optionee may be offered the opportunity to elect a tender) the number of
shares of Common Stock whose Fair Market Value on the date such taxes are
required to be withheld equals the amount required to be so withheld.
7.6. Limitation on ISOs. Except as may otherwise be permitted by the
Code, the aggregate fair market value (determined as of the time an Option is
granted) of the Common Stock for which an Option intended to be an ISO is
exercisable for the first time by any Optionee during the calendar year
(under all such plans of the Company and any affiliated corporation) shall
not exceed the sum of One Hundred Thousand Dollars ($100,000).
7.7. Restrictions on Transfer of Common Stock. The Committee shall
determine, with respect to each Option, the nature and extent of the
restrictions, if any, to be imposed on the shares of Common Stock which may
be purchased thereunder including restrictions on the transferability of such
shares acquired through the exercise of such Option. Without limiting the
generality of the foregoing, the Committee may impose conditions restricting
absolutely the transferability of shares acquired through the exercise of
Options for such periods as the Committee may determine and, further, that in
the event the Optionee's employment by the Company terminates during the
period in which such shares are nontransferable, the Optionee shall be
required to sell such shares back to the Company at such price as the
Committee may specify in the Option.
7.8. Purchase for Investment. The Committee shall have the right to
require that each Optionee or other person who shall exercise an Option under
the Plan, and each person into whose name shares of Common Stock shall be
issued, pursuant to the exercise of an Option, jointly with that of any
Optionee, represent and agree that any and all shares of Common Stock of the
Company pursuant to such Option will be purchased for investment thereof or
that such shares will not be sold except in accordance with such restrictions
or limitations as may be set forth in the written agreement granting such
Option; provided, however, that the foregoing provisions of this subparagraph
7.8 shall be inoperative during any period of time when the Company has
obtained all necessary or advisable approvals from any governmental agency
and has completed all necessary or advisable registrations or other
qualification of shares of Common Stock as to
which Options may from time to time be granted, as contemplated by Article
7.9. Non-Transferability of Options. During an Optionee's lifetime, the
Option may be exercised only by the Optionee, and Options shall not be
transferable, except for exercise by the Optionee's legal representatives or
beneficiaries as provided in Section 7.11 hereof.
7.10. Termination of Employment. Upon the termination, including
retirement, of an Optionee's employment, for any reason, other than death or
termination for deliberate, willful or gross misconduct, the Option shall be
exercisable by the Optionee only as to those shares of Common Stock which
were then subject to the exercise of such Option (unless the Committee shall
determine in a specific case that particular limitations under the Plan shall
not apply), and such Option shall expire unless exercised within three (3)
months after the date of such termination. If an Optionee's employment is
terminated for deliberate, willful or gross misconduct, as determined by the
Company, all rights under the Option shall expire upon receipt by the
Optionee of the notice of such termination.
7.11. Death of Optionee. Upon the death of an Optionee, whether during
the period of employment or during the three (3) month period referred to in
the first sentence of Section 7.10, hereof, the Option held by the Optionee
shall be exercisable only as to those shares of Common Stock which were
subject to the exercise of such option at the time of the Optionee's death
(unless the Committee shall determine in a specific case that particular
limitations under the Plan shall not apply), and such Option shall expire
unless exercised by the legal representatives or beneficiaries of the
Optionee within twelve (12) months after the date of the Optionee's death.
REGULATORY APPROVALS AND LISTING
The Company shall not be required to issue any certificate or certificates
for shares of Common Stock upon the exercise of an Option granted under the Plan
prior to (i) the obtaining of any approval from any governmental agency which
the Company shall, in its sole discretion, determine to be necessary or
advisable, (ii) the admission of such shares to listing on any stock exchange on
which the Common Stock may then be listed, and (iii) the completion of any
registration or other qualification of such shares under any state or
Federal law or rulings or regulations of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable.
NO RIGHT TO EMPLOYMENT
No person shall have any claim or right to be granted an Option, and the
grant of an Option shall not be construed as giving an Optionee the right to be
retained in the employ of the Company. Further, the Company expressly reserves
the right at any time to dismiss an Optionee free from any liability, or from
any claim under the Plan, except as provided herein or in any agreement entered
into with respect to an Option.
CONSTRUCTION OF THE PLAN
The validity, construction, interpretation, administration and effect of
the Plan and of its rules and regulations, and rights relating to the Plan,
shall be determined solely in accordance with the laws of the State of Iowa,
without regard to conflict of law principles.
Upon the effectiveness of the Plan, no further grants shall be made under
the 1991 Incentive Stock Option Plan of the Company. At the discretion of the
Committee and subject to the consent of the Optionees thereunder, any prior
grants that were made under such plan shall be covered by the terms and
conditions of this Plan.
TERM OF PLAN
No Option shall be granted pursuant to this Plan after May 31, 2010, but
Options theretofore granted may extend beyond that date and the terms and
conditions of this Plan shall continue to apply thereto and to shares of Common
Stock acquired upon exercise thereof.
TERMINATION OR AMENDMENT OF THE PLAN
The Board of Directors may at any time terminate the Plan with respect to
any shares of the Company not at the time subject to any Option, and may from
time to time alter or amend the Plan or any part thereof (including, but without
limiting the generality of the foregoing, any amendment deemed necessary to
ensure that the Company may obtain any regulatory approval, referred to in
clause (i) of Article VIII hereof), provided that no change in any Option
theretofore granted may be made which would impair the rights of an Optionee
without the consent of such Optionee; and, further, that without the approval of
shareholders, no alternation or amendment may be made which would (i) increase
the maximum number of shares of the Company subject to the Plan (except as
provided in Section 5.2 hereof), (ii) extend the term of the Plan or of Options
granted thereunder, (iii) reduce the Option Price at which Options may be
granted or (iv) change the class of Employees who may receive Options under the
EFFECTIVE DATE OF PLAN
The Plan shall become effective as of July 26, 2000, subject to
ratification by the shareholders of the Company.
IN WITNESS WHEREOF, the Company has caused these presents to be executed by
its duly authorized officers this 26th day of July, 2000.
CASEY'S GENERAL STORES, INC.
By /s/ Ronald M. Lamb
Ronald M. Lamb, Chief Executive Officer
By /s/ John G. Harmon
John G. Harmon, Secretary/Treasurer