RUBIO’S RESTAURANTS, INC. RESTRICTED STOCK UNIT AGREEMENT
Director
Form
Exhibit
10.65XXXXX’X
RESTAURANTS, INC.
1999
STOCK INCENTIVE PLAN
THIS
RESTRICTED STOCK UNIT AGREEMENT (the "Agreement"), dated ‹GRANT
DATE›
between
Xxxxx’x Restaurants, Inc., a Delaware corporation (the "Company"), and
<NAME›
(“Mr./Ms. <LAST NAME>” or the “Director”), is entered into as follows:
WHEREAS,
Mr./Ms. ________________ is a director of the Company; and
WHEREAS,
the Compensation Committee of the Board of Directors of the Company or its
delegates (the "Committee") has determined that the Director shall be granted
the right to receive shares of Company common stock (“Stock”) on the vesting
date(s) described below as part of [his or her] annual director’s fees. Prior to
delivery, the right to receive such stock shall be represented herein by stock
units ("Stock Units"), with each Stock Unit representing the right to receive
one share of Stock, subject to the restrictions stated below and in accordance
with the terms and conditions of the Xxxxx’x Restaurants, Inc. 1999 Stock
Incentive Plan (the "Plan"), a copy of which can be found on the Company’s
website at: xxxxx://xxxxxx.xxx,
or by
written or telephonic request to the Plan Administrator.
THEREFORE,
the parties agree as follows:
1. Grant
of Stock Units.
Subject
to the terms and conditions of this Agreement and of the Plan, the Company
hereby grants to Mr./Ms. _______________ Stock Units representing ‹______›
shares
of
Stock (the "Shares").
2. Vesting
Schedule.
The
Stock Units granted pursuant to Section 1 shall vest upon the earliest of
Mr./Ms. _____________’s death, or Permanent Disability, a Change of Control or a
Corporate Transaction, as such capitalized terms are defined in the Plan, or
the
expiration of 12 months of continuous service as a director of the Company
(the
“Vesting Term”).
3. Benefit
Upon Vesting.
Unless
otherwise determined by the Plan Administrator, upon the vesting of the Stock
Units, the Director shall be entitled to receive, the Shares and a dividend
equivalent payment equal to the sum of the amount(s) determined as follows:
(a)
multiplying the number of vested Stock Units by the dividend per share of Stock
on each dividend payment date between the date hereof and the vesting date
to
determine the dividend equivalent amount for each dividend payment date;
and
(b)
dividing the amount determined in clause (a) above by the fair market value
of a share of Stock on the date of such dividend payment to determine the number
of additional Stock Units to be credited to the Director;
provided,
however, that if the aggregate of all such dividend equivalent amounts results
in the payment of a fractional share, such fractional share shall be rounded
down to the nearest whole share; and provided, further, that the Company may
pay
such dividend equivalent amount(s) in cash at its sole discretion.
Notwithstanding anything in the preceding sentence to the contrary, no Shares
to
which the Director may become entitled pursuant to this Section 3 shall be
delivered to the Director under this Agreement until [his or her] service as
a
director of the Company terminates.
4. Restrictions.
(a)
The
Stock Units granted hereunder may not be sold, assigned, or transferred, other
than by will or by the laws of descent and distribution; provided, however,
that
during the Director’s lifetime the Director may, in connection with [his or her]
estate plan, assigned in whole or in part the Stock Units granted hereunder
to
one or more members of [his or her] immediate family or to a trust established
exclusively for one or more such family members. The assigned portion of the
Stock Units may only be claimed by the person or persons who acquire a
proprietary interest in the Stock Units pursuant to the assignment. The terms
applicable to the assigned portion of the Stock Units shall be the same as
those
in effect for the Stock Units immediately prior to such assignment and shall
be
set forth in such documents issued to the assignee as the Plan Administrator
may
deem appropriate. The Director may also designate one or more persons as the
beneficiary or beneficiaries of [his or her] Stock Units, and those Stock Units
shall, in accordance with such designation, automatically be transferred to
such
beneficiary or beneficiaries upon the Director’s death while holding those Stock
Units. Such beneficiary or beneficiaries shall take the transferred Stock Units
subject to all the terms and conditions of the applicable agreement evidencing
such transferred Stock Units.
(b)
If
Mr./Ms. _________’s service as a director of the Company terminates for any
reason, other than those set forth in Section 2, before [his or her] interest
in
the Stock Units vests, the interest of Mr./Ms. ___________ in the Stock Units
shall be forfeited on the date of [his or her] termination of service as a
director of the Company.
5. No
Stockholder Rights.
Stock
Units represent hypothetical shares of Stock. During the Vesting Term, the
Director shall not be entitled to any of the rights or benefits generally
accorded to stockholders.
6. Taxes.
(a)
The
Director shall be liable for any and all taxes, including withholding taxes,
if
any, arising out of this grant, the vesting of Stock Units or the delivery
of
the Shares hereunder. In the event that the Company or the Director is required
to withhold taxes as a result of the grant or vesting of Stock Units, or
subsequent sale of Stock acquired pursuant to such Stock Units, or due upon
receipt of dividend equivalent payments, the Director shall make a cash payment
to the Company, or, if permitted by the Plan Administrator, Director shall
surrender to the Company a sufficient number of whole shares of such Stock
as
necessary to cover all applicable required withholding taxes and social security
contributions, unless alternative procedures for such payment are established
by
the Company. The Director will receive a cash refund for any fraction of a
surrendered share not necessary for required withholding taxes and required
social security contributions. To the extent that any surrender of Stock or
payment of cash or alternative procedure for such payment is insufficient,
the
Director authorizes the Company, to deduct all applicable required withholding
taxes and social security contributions from the Director’s cash compensation.
The Director agrees to pay any amounts that cannot be satisfied from cash
compensation, to the extent permitted by law.
(b)
Regardless of any action the Company takes with respect to any or all income
tax, social security contribution, payroll tax, payment on account or other
tax-related withholding ("Tax-Related Items"), the Director acknowledges and
agrees that the ultimate liability for all Tax-Related Items legally due by
[him
or her] is and remains the Director’s responsibility and that the Company and/or
the Director (i) make no representations nor undertakings regarding the
treatment of any Tax-Related Items in connection with any aspect of this grant
of Stock Units, including the grant and vesting of Stock Units, subsequent
payment of Stock and/or cash related to such Stock Units or the subsequent
sale
of any Stock acquired pursuant to such Stock Units and receipt of any dividend
equivalent payments; and (ii) do not commit to structure the terms or any
aspect of this grant of Stock Units to reduce or eliminate the Director's
liability for Tax-Related Items. The Director shall pay the Company any amount
of Tax-Related Items that the Company may be required to withhold as a result
of
the Director's participation in the Plan, or the Director's receipt of Stock
Units, or the delivery of the Shares hereunder that cannot be satisfied by
the
means previously described. The Company may refuse to deliver the benefit
described in Section 3 if the Director fails to comply with the Director's
obligations in connection with the Tax-Related Items.
7. Data
Privacy Consent.
The
Director understands that the Company holds certain personal information about
the Director, including, but not limited to, name, home address and telephone
number, date of birth, social security or insurance number or other
identification number, compensation, nationality, job title, any shares of
stock
or directorships held in the Company, details of all options or any other
entitlement to shares of stock awarded, canceled, purchased, exercised, vested,
unvested or outstanding in the Director's favor for the purpose of implementing,
managing and administering the Plan ("Data"). The Director understands that
the
Data may be transferred to any third parties assisting in the implementation,
administration and management of the Plan. The Director understands that [he
or
she] may request a list with the names and addresses of any potential recipients
of the Data by contacting the Plan Administrator. The Director authorizes the
recipients to receive, possess, use, retain and transfer the Data, in electronic
or other form, for the purposes of implementing, administering and managing
the
Director's participation in the Plan, including any requisite transfer of such
Data, as may be required to a broker or other third party with whom the Director
may elect to deposit any Stock acquired under the Plan. The Director understands
that Data will be held only as long as is necessary to implement, administer
and
manage participation in the Plan. The Director understands that [he or she]
may,
at any time, view Data, request additional information about the storage and
processing of the Data, require any necessary amendments to the Data or refuse
or withdraw the consents herein, in any case without cost, by contacting the
Plan Administrator in writing. The Director understands that refusing or
withdrawing consent may affect the Director's ability to participate in the
Plan. For more information on the consequences of refusing to consent or
withdrawing consent, the Director understands that [he or she] may contact
the
Plan Administrator at the Company.
8. Plan
Information.
The
Director acknowledges that copies of the Plan, Plan prospectus, Plan information
and stockholder information are available upon written or telephonic request
to
the Plan Administrator.
9. Acknowledgment
and Waiver.
By
accepting this grant of Stock Units, the Director acknowledges and agrees
that:
(a) the
Plan is established voluntarily by the Company, it is discretionary in nature
and may be modified, amended, suspended or terminated by the Company at any
time
unless otherwise provided in the Plan or this Agreement;
(b) the
grant of Stock Units is voluntary and occasional and does not create any
contractual or other right to receive future grants of Stock or Stock Units,
or
benefits in lieu of Stock or Stock Units, even if Stock or Stock Units have
been
granted repeatedly in the past;
(c) all
decisions with respect to future grants, if any, will be at the sole discretion
of the Company;
(d) the
Director’s participation in the Plan shall not create a right to continued
service as a director of the Company and shall not interfere with the ability
of
the Company or its stockholders to terminate the Director’s service at any time
with or without cause, insofar as permitted by law;
(e) the
Director is participating voluntarily in the Plan;
(f) this
grant of Stock Units will not be interpreted to form an employment contract
or
relationship with the Company, or any Subsidiary or Affiliate of the Company;
and
(g) the
future value of the Shares is unknown, may increase or decrease from the date
of
grant or vesting of the Stock Unit and cannot be predicted with
certainty.
10. Miscellaneous.
(a)
The
Company shall not be required to treat as the owner of Stock Units, and
associated benefits hereunder, any transferee to whom such Stock Units or
benefits shall have been so transferred in violation of this Agreement.
(b)
The
parties agree to execute such further instruments and to take such action as
may
reasonably be necessary to carry out the intent of this Agreement.
(c)
Any
notice required or permitted hereunder shall be given in writing and shall
be
deemed effectively given upon delivery to the Director at [his or her] address
then on file with the Company.
(d)
The
Plan is incorporated herein by reference. The Plan and this Agreement constitute
the entire agreement of the parties with respect to the subject matter hereof
and supersede in their entirety all prior undertakings and agreements of the
Company and the Director with respect to the subject matter hereof, and may
not
be modified adversely to the Director's interest except by means of a writing
signed by the Company and the Director. This Agreement is governed by the laws
of the State of Delaware. Capitalized terms used but not defined in this
Agreement have the meanings assigned to them in the Plan. Certain other
important terms governing this Agreement are contained in the Plan.
(e)
If
the Director has received this or any other document related to the Plan
translated into a language other than English and if the translated version
is
different than the English version, the English version will control.
(f)
The
provisions of this Agreement are severable and if any one or more provisions
are
determined to be illegal or otherwise unenforceable, in whole or in part, the
remaining provisions shall nevertheless be binding and enforceable.
IN
WITNESS WHEREOF,
the
parties hereto have executed this Restricted Stock Unit Agreement on the date
first above written.
| Xxxxx’x Restaurants, Inc. | ||
| |
|
|
| By: | ||
| Name: | ||
| Title: | ||
| Director | ||
| Name: | ||
RETAIN
THIS AGREEMENT FOR YOUR
RECORDS
XXXXX’X
RESTAURANTS, INC.
RESTRICTED
STOCK UNIT AWARDS
UNDER
THE
1999 STOCK INCENTIVE PLAN
SUMMARY
AS OF SEPTEMBER 24, 2006
|
Awardee
|
Number
of Shares Awarded
|
Award
Date
|
|||||
|
Xxxxxxxx,
Xxxx
|
4500
|
July
27, 2006
|
|||||
|
Xxxxxxx,
Xxxxx
|
4500
|
July
27, 2006
|
|||||
|
Xxxxxx,
Xxxx
|
4500
|
July
27, 2006
|
|||||
|
Xxxxxxx,
Xxxx
|
4500
|
July
27, 2006
|
|||||
|
Xxxxxxx,
Xxxxx
|
4500
|
July
27, 2006
|
|||||
|
Xxxx,
Xxxxxxx
|
4500
|
July
27, 2006
|
|||||
