RESTRICTED STOCK AGREEMENT
Exhibit
10.02
Xxxx
Xxxxxx
THIS RESTRICTED STOCK AGREEMENT (the “Agreement”) is made and
entered into by and between OSI RESTAURANT PARTNERS, INC., a Delaware
corporation (the “Company”), and XXXX XXXXXX, whose address is 000 Xxxx Xxxx
Xxxx, Xxxx Xxxxxx, XX 00000 (“Grantee”), effective on the date of commencement
of Grantee’s employment with the Company, under the following
circumstances:
WHEREAS,
Grantee is employed by Outback Steakhouse
of Florida, Inc. (the “Concept”), an affiliate the Company, in the position of
Chief Marketing Officer and, as a matter of separate inducement and agreement
in
connection with Grantee's employment, and not in lieu of any salary or other
compensation for Grantee’s services, the Company desires to enter into this
Agreement with Grantee; and
WHEREAS,
the Company considers it to be in its best
interests to provide Grantee an inducement to acquire an ownership interest
in
the Company and thereby an additional incentive to advance the interests
of the
Company and the Concept.
NOW,
THEREFORE, intending to be legally bound, in
consideration of the mutual covenants contained herein, and other good and
valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties agree as follows:
Section 1. Grant.
On
the effective date hereof the Company hereby grants to the Grantee Fifty
Thousand (50,000) shares of the Company’s Common Stock, $0.01 par value (the
“Restricted Stock”).
The Restricted Stock has been granted pursuant to and is subject to the
following provisions of this Agreement:
Section 2. Vesting. The Restricted Stock will vest on October 1,
2011 (“Final Vesting Date”).
Section 3. Purchase Price and Terms. The purchase price for the
Restricted Stock is Zero and 01/100 Dollars ($0.01). Payment shall be made
by
the Grantee upon execution of this Agreement. The Restricted Stock will be
issued in uncertificated form. The Restricted Stock will be recorded in the
name
of the Grantee in the books and records of the Company’s transfer agent. Upon
vesting and Grantee’s compliance with Section 8 hereof, the
Company shall cause certificates for the Restricted Stock to be issued to
Grantee.
Section 4. Transferability. The Restricted Stock cannot be transferred or
encumbered in any manner prior to vesting except by will or the laws of descent
and distribution. The transferee of any Restricted Stock will be subject
to all
restrictions, terms, and conditions applicable to the Restricted Stock.
Section 5. Termination of Employment. If the Grantee does not remain
employed by the Employer in the position of Chief Marketing Officer or higher
through the Final Vesting Date, all shares of Restricted Stock will be
forfeited; provided however, notwithstanding anything in this Section
5 or in Section 2 to the contrary, in the event that
the Grantee’s employment with the Concept is terminated prior to the Final
Vesting Date but subsequent to October 1, 2009, other than for “cause”, as such
term is defined in the Grantee’s Employment Agreement with the Concept, then
fifty percent 50% of the Restricted Stock shall vest on the date of such
termination other than for cause, and shall not be forfeited.
Section 6. Shareholder Rights and Restrictions. Except with regard
to the disposition or encumbrance of Restricted Stock, the Grantee will
generally have all rights of a shareholder with respect to the Restricted
Stock
from the date of grant, including, without limitation, the right to receive
dividends with respect to such Restricted Stock and the right to vote such
Restricted Stock, subject to any restrictions in this Agreement.
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Section 7. Dividends. All dividends payable on the Restricted Stock
(whether or not vested) will be payable in cash.
Section 8. Taxes. The Grantee hereby agrees to pay to the Company
any federal, state, or local taxes of any kind required by law to be withheld
and remitted by the Company with respect to the Restricted Stock. The Grantee
may satisfy such tax obligation, in whole or in part, by (i) electing to
have
the Company withhold a portion of the Restricted Stock otherwise to be delivered
upon vesting of the Restricted Stock with a Fair Market Value equal to the
amount of such taxes, or (ii) delivering to the Company other shares of common
stock of the Company with a Fair Market Value equal to the amount of such
taxes.
The election, if any, must be made on or before the date that the amount
of tax
to be withheld is determined. If the Grantee does not make such payment to
the
Company, the Company shall have the right to withhold from any payment of
any
kind otherwise due to the Grantee from the Company, any federal, state or
local
taxes of any kind required by law to be withheld with respect to the award
or
vesting of the Restricted Stock.
Section 9. Securities Law Compliance.
(a) The Grantee agrees that the
Company may impose such restrictions on the Restricted Stock as are deemed
advisable by the Company, including, without limitation, restrictions relating
to listing or trading requirements. The Grantee further agrees that certificates
representing the Restricted Stock may bear such legends and statements as
the
Company shall deem appropriate or advisable to assure, among other things,
compliance with applicable securities laws, rules, and regulations.
(b) The Grantee agrees that any
Restricted Stock which the Grantee may acquire by virtue of this Agreement
may
not be transferred, sold, assigned, pledged, hypothecated or otherwise disposed
of by the Grantee unless (i) a registration statement or post-effective
amendment to a registration statement under the Securities Act of 1933, as
amended, with respect to such Restricted Stock has become effective so as
to
permit the sale or other disposition of such Restricted Stock by the Grantee,
or
(ii) there is presented to the Company an opinion of counsel satisfactory
to the
Company to the effect that the sale or other proposed disposition of such
Restricted Stock by the Grantee may lawfully be made otherwise than pursuant
to
an effective registration statement or post-effective amendment to a
registration statement relating to such Restricted Stock under the Securities
Act of 1933, as amended.
Section 10. Rights of the Grantee. The granting of the Restricted
Stock shall in and of itself not confer any right of the Grantee to continue
in
the employ of the Company, any subsidiary or affiliate and shall not interfere
in any way with the right of the Company, any subsidiary or affiliate to
terminate the Grantee's employment at any time, subject to the terms of any
employment agreement between the Company and the Grantee.
Section 11. Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of Florida, except to
the
extent otherwise governed by Federal law.
Section 12 Right to Withhold Amounts Owed to the Company. The
Company shall have the right to condition the vesting of any shares of
Restricted Stock on the Grantee’s payment of all amounts then due and owing to
the Company or any subsidiary or affiliate.
IN
WITNESS WHEREOF, the parties have subscribed their names
hereto.
“COMPANY”
Attest: OSI
RESTAURANT PARTNERS, INC.,
a Delaware corporation
By:
/s/
Xxxxxx X.
Kadow________ By:
/s/ A. Xxxxxxx Xxxxx, III______________
XXXXXX
X. XXXXX,
Secretary
A. XXXXXXX XXXXX, III, Chief Executive Officer
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DATE
OF GRANT: October 1, 2006.
ACCEPTANCE
OF AGREEMENT
The Grantee hereby:
(a) Acknowledges that she has received
a copy of the Company’s most recent Annual Report and other communications
routinely distributed to the Company’s shareholders;
(b) Accepts this Agreement and the
Restricted Stock granted to her under this Agreement subject to all provisions
of this Agreement;
(c) Represents and warrants to the
Company that she is acquiring the Restricted Stock for her own account, for
investment, and not with a view to or any present intention of selling or
distributing the Restricted Stock either now or at any specific or determinable
future time or period or upon the occurrence or nonoccurrence of any
predetermined or reasonably foreseeable event; and
(d) Agrees that no transfer of the
Restricted Stock will be made unless the Restricted Stock has been duly
registered under all applicable Federal and state securities laws pursuant
to a
then effective registration which contemplates the proposed transfer or unless
the Company has received the written opinion of, or satisfactory to, its
legal
counsel that the proposed transfer is exempt from such registration.
Grantee’s Signature:
/s/ Xxxx Xxxxxx 9-7-06______
XXXX XXXXXX
