Cach Foods, Inc.
CACH FOODS, INC.
2001 LONG-TERM STOCK INCENTIVE PLAN
1.1. Purpose. The Cach Foods, Inc., Long-Term Stock Incentive Plan (the "Plan") has been established by Cach
Foods, Inc. (the "Company") to (i) attract and retain persons eligible to participate in the Plan; (ii) motivate
Participants, by means of appropriate incentives, to achieve long-range goals; (iii) provide incentive compensation
opportunities that are competitive with those of other similar companies; and (iv) further identify Participants'
interests with those of the Company's other shareholders through compensation that is based on the Company's
common stock; and thereby promote the long-term financial interest of the Company and the Subsidiaries,
including the growth in value of the Company's equity and enhancement of long- term shareholder return.
1.2. Participation. Subject to the terms and conditions of the Plan, the Committee shall determine and designate,
from time to time, from among the Eligible Persons (including transferees of Eligible Persons to the extent the
transfer is permitted by the Plan and the applicable Award Agreement), those persons who will be granted one or
more Awards under the Plan, and thereby become "Participants" in the Plan. In the discretion of the Committee,
a Participant may be granted any Award permitted under the provisions of the Plan, and more than one Award
may be granted to a Participant. Awards may be granted as alternatives to or replacement of awards outstanding
under the Plan, or any other plan or arrangement of the Company or a Subsidiary (including a plan or
arrangement of a business or entity, all or a portion of which is acquired by the Company or a Subsidiary).
1.3. Operation, Administration, and Definitions. The operation and administration of the Plan, including the
Awards made under the Plan, shall be subject to the provisions of
Section 4 (relating to operation and administration). Capitalized terms in the Plan