This excerpt taken from the GMCR 8-K filed Aug 7, 2009.
[Form of lock-up from directors, officers or other stockholders pursuant to Section 5(i)]
August , 2009
Merrill Lynch, Pierce, Fenner & Smith
One Bryant Park
New York, New York 10036
as Representative of the several Underwriters
named in the within-mentioned Purchase Agreement
Re: Proposed Public Offering by Green Mountain Coffee Roasters, Inc.
Ladies and Gentlemen:
The undersigned understands that Merrill Lynch, Pierce, Fenner & Smith Incorporated (Merrill Lynch), as representative of the several Underwriters to be named in the within-mentioned Purchase Agreement (collectively, the Underwriters) proposes to enter into a Purchase Agreement (the Purchase Agreement) with Green Mountain Coffee Roasters, Inc. (the Company), providing for the public offering (the Public Offering) by the Underwriters of the Companys common stock, par value $0.10 per share (the Common Stock).
In consideration of the Underwriters agreement to purchase the number of shares of Common Stock specified in the Purchase Agreement and make the Public Offering of the Common Stock, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the undersigned agrees with each Underwriter that, during a period of 90 days from the date of the Purchase Agreement, the undersigned will not, without the prior written consent of Merrill Lynch on behalf of the Underwriters, directly or indirectly, (i) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant for the sale of, or otherwise dispose of or transfer any shares of the Companys Common Stock or any securities convertible into or exchangeable or exercisable for Common Stock, whether now owned or hereafter acquired by the undersigned or with respect to which the undersigned has or hereafter acquires the power of disposition, or file, or cause to be filed, any registration statement under the Securities Act of 1933, as amended, with respect to any of the foregoing (collectively, the Lock-Up Securities) or (ii) enter into any swap, hedge or any other agreement or any transaction that transfers, in whole or in part, directly or indirectly, the economic consequence of ownership of the Lock-Up Securities, whether any such swap, hedge or transaction is to be settled by delivery of Common Stock or other securities, in cash or otherwise. The foregoing sentence shall not apply to transfers of shares of Common Stock as a bona fide gift or gifts or transfers of shares of Common Stock to any trust for the direct or indirect benefit of the undersigned and/or the immediate family (which shall mean any relationship by blood, marriage or adoption, not more remote than first cousin) of the undersigned, provided that any such transfer shall not involve a disposition for value, provided that in the case of any transfer or distribution pursuant to this sentence, each donee or trustee shall execute and deliver to Merrill Lynch a lock-up letter in the form of this letter; and provided, further, that in the case of any transfer or distribution pursuant to this sentence, no filing by any party (donor, donee, transferor or transferee) under the Securities Exchange Act of 1934, as amended, or other public announcement shall be required or shall be made voluntarily in connection with such transfer or distribution (other than a filing on a Form 5 made after the expiration of the 90-day period referred to above).
The undersigned also agrees and consents to the entry of stop transfer instructions with the Companys transfer agent and registrar against the transfer of the Lock-Up Securities. For the avoidance of doubt this agreement shall not prohibit the undersigned from entering into a written trading plan contemplated by Rule 10b5-1 under the Securities Exchange Act of 1934, as amended, provided that no sales are made under such plan prior to the expiration of the 90-day period referred to above.
The undersigned understands that, if the Purchase Agreement is not executed by Merrill Lynch, as representative of the several Underwriters, and the Company by September 1, 2009, or if the Purchase Agreement (other than the provisions thereof which survive termination) shall terminate or be terminated prior to payment for and delivery of the Common Stock to be sold thereunder, the undersigned shall be released from all obligations under this Letter Agreement.
This Letter Agreement shall be governed by and construed in accordance with the laws of the State of New York.