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Exhibit 4.2
STOCK OPTION AGREEMENT
THIS STOCK OPTION AGREEMENT ("Agreement") is made and entered into
as of December 3, 1996, by and between UNITED RESTAURANTS, INC. ("Company"), a
Delaware corporation, and Xxxxxxx Xxxxxxx ("Optionee").
WHEREAS, the Company has adopted a 1996 Stock Option Plan ("Plan")
for the granting to the Company's employees, officers, directors and other key
contributors of options to purchase shares of Common Stock from the Company in
order to encourage stock ownership in the Company by such persons; and
WHEREAS, pursuant to the Plan, the Company's Board of Directors has
approved the execution of this Agreement to evidence the grant to the Optionee
of the right and option to purchase shares of the Common Stock of the Company
upon the terms and conditions hereinafter set forth.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
obligations herein contained, it is agreed as follows:
1. Grant and Exercise of Option.
The Company grants, as of the date set forth above, to the Optionee
the right and option to purchase, on the terms and conditions hereinafter set
forth, all or any part of an aggregate of 100,000 shares of the Company's no par
value Common Stock ("Shares") at the purchase price of $1.00 per Share,
exercisable in the amount and at the times set forth in this paragraph below:
(a) The options granted under this Agreement may be exercised
only in accordance with the terms of the Plan, a copy of which is incorporated
herein by reference. All of the options shall be exercisable during the five (5)
year period after the date hereof.
(b) No Shares shall be delivered pursuant to the exercise of
any option, in whole or in part, until qualified for delivery under such laws
and regulations as may be deemed by the Board of Directors to be applicable
thereto and until payment in full of the option price therefor is received by
the Company. No Optionee shall be or deemed to be a holder of any Shares subject
to such option unless and until the certificate or certificates therefor have
been issued.
(c) Notwithstanding anything provided herein to the contrary,
any option granted shall terminate at the close of business on the date
preceding the fifth anniversary of the date of grant.
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2. Notice.
Any notice to the Company provided for in this Agreement shall be in
writing addressed to it in care of its Secretary at its principal corporate
office, and any notice to the Optionee shall be in writing addressed to him or
her at the address then appearing for him or her on the personnel records of the
Company. Either party may designate to the other a different address for the
purpose of this paragraph by a written notice given in accordance herewith.
3. Plan Incorporated Herein.
The option hereby granted is subject to, and the Company and the
Optionee agree to be bound by, all of the terms and conditions of the Plan, a
copy of which is attached hereto and made a part hereof. The Plan shall control
in the event there is any conflict between the Plan and this Agreement and on
matters not contained in this Agreement.
4. Date of Grant; Applicable Law.
This Option has been granted, executed and delivered the day and
year first above written, and the interpretation, performance and enforcement of
this Agreement shall be governed by the laws of the State of California.
UNITED RESTAURANTS, INC.
By: /s/ Xxxxx Xxxxxxx
President
/s/ Xxxxxxx Xxxxxxx
OPTIONEE: Xxxxxxx Xxxxxxx
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