COUNTRY FRESH, INC.
1989 STOCK OPTION PLAN (RESTATED)
1. Establishment of Plan. Country Fresh, Inc., a Michigan corporation ("Country Fresh"), proposes to grant to its
corporate officers and other key employees, options to purchase shares of Country Fresh's Common Stock
("Common Stock"). The options will be granted pursuant to the plan set forth herein which shall be known as the
COUNTRY FRESH, INC. 1989 STOCK OPTION PLAN (the "Plan").
2. Purpose of the Plan. The purpose of the Plan is to provide officers and key employees of Country Fresh and
its subsidiaries with an increased incentive to make significant and extraordinary contributions to the long-term
performance and growth of Country Fresh and its subsidiaries, to join the interests of employees and officers with
the interests of Country Fresh stockholders through the opportunity for increased stock ownership, and to attract
and retain employees and officers of exceptional ability. It is intended that options to be granted to employees
under the plan will not qualify as incentive stock options as defined in Section 422A(b) of the Internal Revenue
Code of 1986, as amended (the "Code").
3. Shares Subject to Plan. A maximum of 1,000,000 shares of Common Stock (subject to adjustment in
accordance with Paragraph 12 below) may be subject to the exercise of options granted under the Plan. Such
shares shall be authorized shares and may be either unissued or treasury shares. If an option is canceled,
surrendered, modified, exchanged for a substitute option, or expires or terminates during the term of the Plan but
prior to the exercise of the option in full, the shares subject to but not delivered under such option shall be
available for options subsequently granted.
4. Administration by Committee. The Plan shall be administered by a stock option committee (the "Committee"),
consisting of two Board members who are not employees of the Company. In the absence of designation of such
Committee, the Board of Directors shall act as