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EXHIBIT (D)(2)
COOKER RESTAURANT CORPORATION
RESTRICTED STOCK AGREEMENT
PURSUANT TO 2001 RESTRICTED STOCK PLAN
This Restricted Stock Agreement is entered into between Cooker
Restaurant Corporation, an Ohio corporation (the "Company") and
____________________________ (the "Recipient").
WITNESSETH:
1. Grant of Restricted Stock. Pursuant to the Company's
2001 Restricted Stock Plan (the "Plan"), the Company hereby grants to the
Recipient, subject to the terms and conditions of the Plan and subject further
to the terms and conditions herein set forth, ______________ Shares of
Restricted Stock, as defined in the Plan.
2. Terms and Conditions. It is understood and agreed
that the Shares of Restricted Stock granted to the Recipient hereby are subject
to the following terms and conditions:
(a) Restrictions. The Shares of Restricted Stock
are subject to and limited by the restrictions set forth in the Plan, including
specifically the restrictions set forth in Section 6 of the Plan, which provide,
in part, that until the restrictions have lapsed as to all or a specified
portion of the Shares pursuant to this Agreement, the Shares subject to such
restrictions shall not be sold, transferred or otherwise disposed of and shall
not be pledged or otherwise hypothecated.
(b) Lapse of Restrictions. The restrictions on
the Shares of Restricted Stock as set forth in the Plan and in this Agreement
shall lapse and be of no further force and effect as to the cumulative number of
Shares and at the times set forth below:
Cumulative Number of Shares Date Restrictions Lapse
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, 2002
, 2003
, 2004
, 2005
(c) Escrow of Certificates Evidencing Shares of
Restricted Stock. Pursuant to the Plan, the certificates evidencing the Shares
of Restricted Stock being granted pursuant to this Agreement shall be initially
registered in the name of the Recipient, but shall be delivered to and retained
by the Chief Financial Officer of the Company (or such other officer as the
Company shall designate) in escrow until the restrictions as set forth in the
Plan and this
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Agreement lapse, at which time the certificate evidencing the Shares as to which
the restrictions have lapsed shall be delivered to the Recipient free of all
restrictions, unless the Recipient has previously forfeited such Shares under
the terms of the Plan. In addition, the Recipient shall be required to deliver
to the Company appropriate blank stock powers to be held in escrow until the
restrictions have lapsed as to all Shares. While the Shares are being held in
escrow the Recipient shall have all the rights of a stockholder with respect to
the Shares (other than the right to transfer the Shares), including the right to
vote the Shares and to receive all dividends or other distributions paid or made
with respect to the Shares.
(d) Change in Control The restrictions on the
Shares of Restricted Stock, as set forth in the Plan and in this Agreement shall
lapse and be of no further force and effect as to all of the Shares immediately
upon a Change in Control, as defined in the Plan.
(e) Effect of a Termination of Employment or
Service
(i) Except as provided in subsection
(iii) below, if the Recipient's employment with the Company is terminated (or,
if the Recipient is a director of the Company but not an employee, if the
Recipient ceases to serve as a director of the Company) for any reason other
than death, Disability or a Change in Control prior to the expiration of any
restrictions applicable to any Shares of Restricted Stock then held by the
Recipient, such Shares shall thereupon be forfeited immediately by the Recipient
and returned to the Company.
(ii) If the Recipient's employment with
the Company is terminated (or, if the Recipient is a director of the Company but
not an employee, if the Recipient ceases to serve as a director of the Company)
as a result of death or Disability prior to the expiration of any restrictions
applicable to any Shares of Restricted Stock then held by the Recipient, any
restrictions and other conditions pertaining to such Shares then held by the
Recipient, including, but not limited to, vesting requirements, shall
immediately lapse and such Shares shall thereafter be immediately transferable
and nonforfeitable.
(iii) The Company may determine, in its
sole discretion, in the case the Recipient's employment with the Company is
terminated (or, if the Recipient is a director of the Company but not an
employee, if the Recipient ceases to serve as a director of the Company) other
than for Cause, that the restrictions on some or all of the Shares of Restricted
Stock granted pursuant to this Agreement which are then held by the Recipient
shall immediately lapse and such Shares shall thereafter be immediately
transferable and nonforfeitable.
3. Compliance with Laws and Regulations. This Agreement and the
obligations of the Company hereunder shall be subject to all applicable federal
and state laws, rules and regulations and to such approvals by any government or
regulatory agency as may be required.
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4. Recipient Bound by Plan. The Recipient hereby acknowledges
receipt of a copy of the Plan and agrees to be bound by all of the terms and
provisions thereof. Any capitalized terms used in this Agreement which are not
defined herein shall be deemed to have the meaning assigned to such terms in the
Plan.
IN WITNESS WHEREOF, this Restricted Stock Agreement issued
pursuant to the Cooker Restaurant Corporation 2001 Restricted Stock Plan has
been executed by a duly authorized officer of the Company and the Recipient has
executed this Agreement both as of the date set forth below.
DATED: , 2001
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COOKER RESTAURANT
CORPORATION
By:
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Its:
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RECIPIENT:
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