EXHIBIT 10.3
O'CHARLEY'S INC.
RESTRICTED STOCK AGREEMENT
This RESTRICTED STOCK AGREEMENT (the "Agreement") dated as of
____________ is by and between O'Charley's Inc., a Tennessee corporation (the
"Company"), and ____________ (the "Grantee"). Capitalized terms used but not
defined in this Agreement shall have the meaning ascribed to such terms in the
O'Charley's 2000 Stock Incentive Plan (the "Plan").
Section 1. Restricted Stock Award. The Grantee is hereby granted the
right to receive ______ shares (the "Restricted Stock") of the Company's common
stock, no par value per share (the "Common Stock"), subject to the terms and
conditions of this Agreement and the Plan.
Section 2. Vesting of the Award. The shares of Restricted Stock granted
pursuant to Section 1 hereof shall vest at such times (each, a "Vesting Date")
and in the percentages set forth below, if and only if the Grantee is
continuously employed by the Company (or any Subsidiary or Affiliate of the
Company) in the same position as Grantee holds on the date hereof (or a
substantially equivalent or higher position as determined by the Company in its
sole discretion) from the date hereof through such Vesting Date:
PERCENTAGE OF
VESTING DATE RESTRICTED STOCK VESTING
----------------------------------------- -----------------------------------------------
Section 3. Distribution of Restricted Stock. Certificates representing
the Restricted Stock will be distributed to the Grantee as soon as practicable
after the Vesting Date.
Section 4. Voting Rights and Dividends. Prior to the distribution of
the Restricted Stock, certificates representing shares of Restricted Stock will
be held by the Company (the "Custodian") in the name of the Grantee. The
Custodian will take such action as is necessary and appropriate to enable the
Grantee to vote the Restricted Stock. All cash dividends received by the
Custodian, if any, with respect to the Restricted Stock will be remitted to the
Grantee. Stock dividends issued with respect to the Restricted Stock shall be
treated as additional shares of Restricted Stock that are subject to the same
restrictions and other terms and conditions that apply to the shares of
Restricted Stock. Notwithstanding the foregoing, no voting rights or dividend
rights shall inure to the Grantee following the forfeiture of the Restricted
Stock pursuant to Section 5.
Section 5. Termination/Change of Status. In the event that either: (i)
Grantee's employment by the Company (or any Subsidiary or Affiliate of the
Company) terminates for any reason or (ii) Grantee, for any reason, ceases to
remain employed by the Company (or any Subsidiary or Affiliate of the Company)
in the same position as Grantee holds on the date hereof (or a substantially
equivalent or higher position as determined by the Company in its sole
discretion), all shares of Restricted Stock that have not vested prior to the
date of termination shall be immediately forfeited and Grantee shall have no
further rights with respect to such shares of Restricted Stock.
Section 6. No Transfer or Pledge of Restricted Stock. No shares of
Restricted Stock may be sold, assigned, transferred, pledged, hypothecated or
otherwise encumbered or disposed of prior to the Vesting Date.
Section 7. Tax Election. The Grantee may, but is not required to, elect
to apply the tax rules of Section 83(b) of the Internal Revenue Code of 1986, as
amended (the "Code"), to the issuance of the Restricted Stock. If the Grantee
makes an affirmative election under Section 83(b) of the Code, the Grantee shall
deliver a copy of such election to the Company in accordance with the
requirements of the Code and the Regulations promulgated thereunder.
Section 8. Tax Withholding. The Company may withhold from any
distribution of Restricted Stock an amount of Common Stock equal to such
federal, state or local taxes as shall be required to be withheld pursuant to
any applicable law or regulation, unless the Company agrees to accept a payment
of cash (or to withhold from other wages payable to Grantee) in the amount of
such withholding taxes.
Section 9. Change of Control. Upon the occurrence of a Change in
Control or a Potential Change in Control as defined in Section 10 of the Plan,
all Restricted Stock shall be deemed vested and the restrictions under the Plan
and the Agreement with respect to the Restricted Stock, including the
restriction on transfer set forth in Section 6 hereof, shall automatically
expire and shall be of no further force or effect.
Section 10. Stock Subject to Award. In the event that the shares of
Common Stock of the Company should, as a result of a stock split or stock
dividend or combination of shares or any other change, redesignation, merger,
consolidation, recapitalization or otherwise, be increased or decreased or
changed into or exchanged for a different number or kind of shares of stock or
other securities of the Company or of another corporation, the number of shares
of Restricted Stock that have been awarded to Grantee shall be appropriately
adjusted to reflect such action. If any such adjustment shall result in a
fractional share, such fraction shall be disregarded.
Section 11. Stock Power. Concurrently with the execution of this
Agreement, the Grantee shall deliver to the Company a stock power, endorsed in
blank, relating to the shares of Restricted Stock. Such stock power shall be in
the form attached hereto as Exhibit A.
Section 12. Legend. Each certificate representing Restricted Stock
shall bear a legend in substantially the following form:
2
THIS CERTIFICATE AND THE SHARES OF STOCK REPRESENTED HEREBY ARE SUBJECT
TO THE TERMS AND CONDITIONS (INCLUDING FORFEITURE AND RESTRICTIONS
AGAINST TRANSFER) CONTAINED IN THE O'CHARLEY'S 2000 STOCK INCENTIVE
PLAN (THE "PLAN") AND THE
RESTRICTED STOCK AGREEMENT (THE "AGREEMENT")
BETWEEN THE OWNER OF THE RESTRICTED STOCK REPRESENTED HEREBY AND
O'CHARLEY'S INC. (THE "COMPANY"). THE RELEASE OF SUCH STOCK FROM SUCH
TERMS AND CONDITIONS SHALL BE MADE ONLY IN ACCORDANCE WITH THE
PROVISIONS OF THE PLAN AND THE AGREEMENT, COPIES OF WHICH ARE ON FILE
AT THE COMPANY.
Section 13. No Right to Continued Employment. This Agreement shall not
be construed as giving the Grantee the right to be retained in the employ of the
Company (or any Subsidiary or Affiliate of the Company), and the Company (or any
Subsidiary or Affiliate of the Company) may at any time dismiss the Grantee from
employment, free from any liability or any claim under the Plan.
Section 14. Governing Provisions. This Agreement is made under and
subject to the provisions of the Plan, and all of the provisions of the Plan are
also provisions of this Agreement. If there is a difference or conflict between
the provisions of this Agreement and the provisions of the Plan, the provisions
of the Plan will govern. By signing this Agreement, the Grantee confirms that he
or she has received a copy of the Plan.
Section 15. Miscellaneous.
15.1 Entire Agreement. This Agreement and the Plan contain the
entire understanding and agreement between the Company and the Grantee
concerning the Restricted Stock granted hereby, and supersede any prior or
contemporaneous negotiations and understandings. The Company and the Grantee
have made no promises, agreements, conditions, or understandings relating to the
Restricted Stock, either orally or in writing, that are not included in this
Agreement or the Plan.
15.2 Captions. The captions and section numbers appearing in
this Agreement are inserted only as a matter of convenience. They do not define,
limit, construe, or describe the scope or intent of the provisions of this
Agreement.
15.3 Counterparts. This Agreement may be executed in
counterparts, each of which when signed by the Company and the Grantee will be
deemed an original and all of which together will be deemed the same Agreement.
15.4 Notice. Any notice or communication having to do with
this Agreement must be given by personal delivery or by certified mail, return
receipt requested, addressed, if to the Company, to the principal office of the
Company, and, if to the Grantee, to the Grantee's last known address provided by
the Grantee to the Company.
3
15.5 Amendment. This Agreement may be amended by the Company,
provided that unless the Grantee consents in writing, the Company cannot amend
this Agreement if the amendment will materially change or impair the Grantee's
rights under this Agreement and such change is not to the Grantee's benefit.
15.6 Successors and Assignment. Each and all of the provisions
of this Agreement are binding upon and inure to the benefit of the Company and
the Grantee and their heirs, successors, and assigns. However, neither the
Restricted Stock nor this Agreement may be assigned or transferred except as
otherwise set forth in this Agreement or the Plan.
15.7 Governing Law. This Agreement shall be governed and
construed exclusively in accordance with the laws of the State of
Tennessee
applicable to agreements to be performed in the State of
Tennessee.
[Signature page to follow.]
4
IN WITNESS WHEREOF, the Company and the Grantee have executed this
Agreement to be effective as of __________________.
O'CHARLEY'S INC.
By:
-----------------------------------
Name:
---------------------------------
Title:
--------------------------------
------------------------------------- ------------------------------
Date
--------------------------------
5
EXHIBIT A
STOCK POWER
FOR VALUE RECEIVED, the undersigned does hereby sell, assign and
transfer to O'Charley's Inc. (the "Company"), __________ shares of the Company's
common stock represented by Certificate No. ____. The undersigned authorizes the
Secretary of the Company to transfer the stock on the books of the Company in
the event of the forfeiture of any shares issued under the
Restricted Stock
Agreement dated _____________________ between the Company and the undersigned.
-------------------------------------- --------------------------------
Date
-------------------------------
6
