OPTION AGREEMENT
This agreement is entered into this ninth day of
December, 1999, by and between VICORP Restaurants, Inc. (the
Corporation), and Xxxxxxx X. Xxxxxxxxxxxx (Optionee).
WHEREAS, the Corporation has adopted the Amended and
Restated 1982 Stock Option Plan ("Plan"), which Plan is in full
force and effect; and
WHEREAS, pursuant to Article VIII of the Plan, the
Committee of Non-Employee Directors is to notify the recipient of
the grant of any option in a writing delivered in duplicate
either in person or by mail.
NOW, THEREFORE, the parties hereto acknowledge and
agree as follows:
X. XXXXX:
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Optionee is hereby granted a fully vested option to
purchase under the terms of the plan 50,000 shares of the
Corporation's common stock (par value $0.05 per share) for an
exercise price of $17.44 per share.
II. TERM:
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Each option granted shall expire ten years from the
date of grant, unless canceled or terminated earlier in
accordance with the terms of the Plan.
III. EXERCISE OF OPTIONS:
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Only options which are vested may be exercised.
IV. MANNER OF EXERCISE:
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(a) Notice to the Corporation: Each exercise of an
option shall be made by the delivery by the Optionee of written
notice of such election to the Corporation, either in person or
by mail, stating the number of shares with respect to which the
option is being exercised and specifying a date on which the
shares will be taken and payment made therefor. The date shall
be at least fifteen (15) days after the giving of such notice,
unless an earlier date shall have been mutually agreed upon.
(b) Issuance of Stock: Subject to any law or
regulation of the Securities and Exchange Commission or other
body having jurisdiction requiring an action to be taken in
connection with the shares specified in a notice of election
before the shares can be delivered to the Optionee, on the date
specified in the notice of election, the Corporation shall
deliver, or cause to be delivered to the Optionee stock
certificates for the number of shares with respect to which the
option is being exercised, against payment therefor (including
payment of any tax required to be withheld). In the event of any
failure to take and pay, on the date stated, for the full number
of shares specified in the notice of election, the option shall
become inoperative only as to those shares which are not taken or
paid for, but shall continue with respect to any remaining shares
subject to the option as to which exercise has not yet been made.
V. ASSIGNMENT:
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Any option granted under the Plan shall not be
assigned, pledged, or hypothecated in any way, shall not be
subject to execution, and shall not be transferable other than by
will or the laws of descent and distribution. Any attempted
assignment or other prohibited disposition shall be null and
void.
VI. TERMINATION:
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(a) Termination Other Than At Death Or Disability: If
the Optionee terminates his position as an Employee of the
Corporation for any reason other than death or disability, any
unexpired and unexercised granted options shall be canceled three
months after the effective date of the Optionee's termination.
(b) Termination At Death Or Disability: In the event
of the death of the Optionee, any option held by him at the time
of his death shall be transferred as provided in his will or by
the laws of descent and distribution, and may be exercised by
such transferee at any time within twelve months after the date
of death, to the extent the option is exercisable on the date of
death, and provided it is exercised within the time prescribed in
the Plan. In the event of the disability of the Optionee, any
option held by him may be exercised in whole or in part, by the
Optionee or his personal representative at any time within twelve
months after the date of disability, to the extent the option is
exercisable on the date of disability, and provided that it is
exercised within the time prescribed in the Plan. Disability and
time of disability shall be determined by the Committee.
VII. CHANGES IN CAPITAL STRUCTURE:
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The number of shares granted to Optionee will be
subject to adjustment in the case of stock splits, combinations,
stock dividends, reorganization and similar events.
VIII. SUBSTITUTION OR CANCELLATION UPON ACQUISITION:
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As used in this article, "Acquisition Event" means (1)
any sale or other disposition of all or substantially all of the
assets of the Corporation or of any participating subsidiary
pursuant to a plan which provides for the liquidation of the
Corporation or the participating subsidiary, (2) any exchange by
the holders of all of the outstanding shares of Common Stock for
securities issued by another entity, or in whole or in part for
cash or other property, pursuant to a plan of exchange approved
by the holders of a majority of such outstanding shares, or (3)
any transaction to which 425(a) of the Internal Revenue Code of
1954, as amended, applies and to which the Corporation or any
participating subsidiary is a party in connection with any
Acquisition Event and upon such terms and conditions as the Board
may establish:
(a) The Committee may waive any limitation applicable
to any option or right granted to the Optionee by this Agreement
under the Plan so that such option and right, from and after a
date prior to the Acquisition Event that is specified by the
Committee, shall be exercisable in full.
(b) If the Committee so determines, the Optionee may be
given the opportunity to make a final settlement for the entire
unexercised portion of any option and any right granted by this
Agreement under the Plan, including any portion not then
currently exercisable, in any one or more of the following
matters:
(i) Surrender such unexercised portion for cancellation
in exchange for the payment in cash of an amount not less than
the difference between the value per share of Common Stock as
measured by the value to be received by the holders of the
outstanding shares of Common Stock pursuant to the terms of the
Acquisition Event, as determined by the Committee in its
discretion, and the price at which such option and right is or
would become exercisable, multiplied by the number of shares
represented by such unexercised portion.
(ii) Exercise such option and right, including any
portion not then otherwise currently exercisable, prior to the
Acquisition Event so that the Optionee would be entitled, with
respect to shares thereby acquired, to participate in the
Acquisition Event as a holder of Common Stock.
(iii) Surrender such option and right for cancellation
in exchange for a substitute option, with or without a related
stock appreciation right, providing substantially equal benefits
and granted or to be granted by an employer corporation, or a
parent or subsidiary of such an employer corporation, that after
the Acquisition Event is expected to continue to conduct
substantially the same business as that acquired from the
Corporation or a participating subsidiary pursuant to the
Acquisition Event.
If the Optionee is given one or more of such
opportunities with respect to the entire unexercised portion of
any option and right granted by this Agreement, the option and
right may be canceled by the Corporation upon the occurrence of
the Acquisition Event and thereafter the Optionee will be
entitled only to receive the appropriate benefit pursuant to
clause (i), (ii), or (iii) above, whichever may be applicable.
The provisions of this article are not intended to be
exclusive of any other arrangements that the Board might approve
for settlement of any or all outstanding options and rights in
connection with an Acquisition Event or otherwise.
IX. ADMINISTRATION:
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The Plan is administered by a committee of non-employee
directors appointed by the Board of Directors of the Corporation
("Committee") to whom all correspondence shall be directed.
X. MISCELLANEOUS:
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(a) Interpretation: Any inconsistencies between the
provisions of this Option Agreement and the Plan shall be
governed by the terms and provisions of the Plan. Optionee is
referred to the Plan to determine all of his rights and
obligations, only a portion of which have been set forth in this
Agreement.
(b) Acknowledgment: By execution of this Agreement,
Optionee acknowledges receipt of a duplicate copy of the same as
notification of his grant of options and that Optionee agrees in
consideration of such option he will abide by all the terms and
conditions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed
this Option Agreement as of the day and year first above-written.
VICORP Restaurants, Inc.
By /s/ Xxxxxx X. Xxxxxxxx
____________________________________
Xxxxxx X. Xxxxxxxx, President
/s/ Xxxxxxx X. Xxxxxxxxxxxx
______________________________________
Xxxxxxx X. Xxxxxxxxxxxx, Optionee
This is Page 4 of a 4-page Option Agreement between VICORP
Restaurants, Inc. and Xxxxxxx X. Xxxxxxxxxxxx dated December 9,
1999.
