LUBY’S, INC. INCENTIVE STOCK OPTION GRANTED UNDER LUBY’S INCENTIVE STOCK PLAN
XXXX’X,
INC.
INCENTIVE
STOCK OPTION
GRANTED
UNDER LUBY’S INCENTIVE STOCK PLAN
Name
of Employee: _________________________________
Date of Grant: _____________________________________
Number
of Option Shares: ____________________________
Option
Price per Share: ______________________________
THIS
OPTION is granted on the above date (the "Date of Grant") by Xxxx'x, Inc. (the
"Company") to the person named above (the "Employee"), upon the following terms
and conditions:
1. Grant
of Option.
The
Company grants to the Employee an option to purchase, on the terms and
conditions stated herein, the number of shares specified above (the "Option
Shares") of the Company's Common Stock, par value $0.32 per share (“Common
Stock”) at the Option Price specified above.
2. Type
of Option.
This
Option is granted under the Luby’s Incentive Stock Plan (the "Plan") and shall
be subject to all applicable provisions of the Plan, as it may be amended from
time to time. This Option is an "incentive stock option" as defined in Section
422 of the Internal Revenue Code and is intended to conform to the requirements
of Section 422 of the Internal Revenue Code and to the provisions of the Plan.
The terms "parent corporation" and "subsidiary corporation" have the meanings
given to them by Section 424 of the Internal Revenue Code. All section
references to the Internal Revenue Code are intended to include any future
amendments or substitutions therefor in the Code.
3. Continuous
Employment.
This
Option may be exercised by the Employee only if, at all times from the Date
of
Grant to the date of such exercise, the Employee was an employee of the Company
or a parent or subsidiary of the Company or another corporation referred to
in
Section 422 of the Internal Revenue Code, unless such continuous employment
is
terminated by such employer, or by retirement, or by disability, or is otherwise
terminated with the written consent of the employer. If such continuous
employment is so terminated, this Option may be exercised, to the extent the
Option was exercisable on the date of termination of employment, within one
year
after such termination of employment, but in no event later than the termination
date of this Option. Termination of employment shall mean the last date that
Grantee is either an employee of the Company or an Affiliate or engaged as
a
consultant or director of the Company or an Affiliate. Retirement means
retirement on or after the Employee's 65th birthday. Disability means a
disability which qualifies the Employee for benefits under a long-term
disability program maintained by the Company or a subsidiary of the
Company.
4. Death
of Employee.
If the
Employee dies at a time when any portion of this Option is exercisable by him,
this Option may be exercised as to such portion within one year after the date
of death, by the person or persons to whom his rights under this Option shall
have passed by will or by the laws of descent and distribution, but in no event
later than the termination date of this Option.
5. Period
of Option and Right to Exercise.
The term
of this Option is six years from the Date of Grant. The termination date of
this
Option is the day preceding the sixth anniversary of the Date of Xxxxx. This
Option may not, in any event, be exercised prior to the first anniversary of
the
Date of Grant or subsequent to the expiration date of this Option. Subject
to
the provisions of paragraphs 3 and 4 above, this Option shall become exercisable
as to one-fourth of the total number of Option Shares on each succeeding
anniversary of the Date of Grant. Once the right to purchase shares has accrued,
such shares may thereafter be purchased at any time, or in part from time to
time, until the expiration date of this Option, subject to the provisions of
paragraphs 3 and 4 above and paragraph 6 below. In no case may this Option
be
exercised for a fraction of a share.
6. Payment
for Shares.
Payment
for shares purchased upon exercise of this Option shall be made in full at
the
time of exercise of the Option. No loan shall be made or guaranteed by the
Company for the purpose of financing the purchase of any optioned shares.
Payment of the Option Price shall be made in cash or may be made by delivering
Common Stock of the Company having a fair market value at least equal to the
Option Price, or a combination of Common Stock and cash. Such fair market value
shall be determined by the closing price of the Common Stock on the New York
Stock Exchange on the date on which this Option is exercised or, if no sale
of
the Common Stock shall have been made on the Exchange on that day, then on
the
next following day for which there is a reported sale.
7. Method
of Exercise.
This
Option may be exercised only by written notice given to the Company, in form
satisfactory to the Company, specifying the number of Option Shares which the
holder of the Option elects to purchase, the number of Option Shares which
the
holder is paying for in cash and the number of Option Shares which the holder
is
paying for in shares of Common Stock. Such written notice and any subsequent
exercise is subject to Company approval, as well as all policies and procedures
in place at Company, including but not limited to Stock Trading Policies and
Blackout Restrictions. Such written notice shall be accompanied by a check
payable to the order of the Company for the cash portion of the purchase price
and, if applicable, by the delivery of certificates representing shares of
Common Stock duly endorsed and otherwise in proper form for transfer to the
Company of such number of shares of Common Stock as are required to equal the
fair market value of the Option Shares being paid for in stock. Upon each
exercise of this Option, the Company, as promptly as practicable, will mail
or
deliver to the person exercising this Option a certificate or certificates
representing the shares then purchased. The Company, in its discretion, may
postpone the issuance and delivery of shares upon any exercise of this Option
until completion of such stock exchange listing, or registration or other
qualification, of such shares under any Federal or state law, rule or regulation
as the Company may consider appropriate. The Company may require any person
exercising this Option to make such representations and furnish such information
as the Company may consider appropriate in connection with the issuance of
the
shares in compliance with applicable law.
8. Limitations
on Transfer and Exercise.
This
Option is not transferable by the Employee other than by will or by the laws
of
descent and distribution, and this Option is exercisable during the lifetime
of
the Employee, only by him.
9. Adjustments.
In the
event of any change in the outstanding Common Stock by reason of a stock split,
stock dividend, combination or reclassification of shares, recapitalization,
merger, or similar event, the committee which administers the plan (the
“Committee”) may adjust proportionally the number of Option Shares and the
Option Price. In the event of any other change affecting the Common Stock or
any
distribution (other than normal cash dividends) to holders of Common Stock,
such
adjustments as may be deemed equitable by the Committee, including adjustments
to avoid fractional shares, may be made to give proper effect to such event.
In
the event of a corporate merger, consolidation, acquisition of property or
stock, separation, reorganization or liquidation, the Committee shall be
authorized to issue and substitute a new stock option for this
Option.
10. Consideration
for Grant.
Although
this Option may be exercised only if employment is continuous as provided in
Section 3 hereof, it is understood that such employment shall, subject to the
terms of any employment contract, be at the pleasure of the employer and at
such
compensation as the employer shall reasonably determine from time to time.
Nothing in the Plan or in this Option shall confer on the Employee any right
to
continue in the employment of the Company or any of its affiliates or to
interfere in any way with the right of the Company or its affiliates to
terminate his or her employment at any time.
11. Amendment,
Modification, Suspension, or Discontinuance of the Plan.
The
Board of Directors of the Company (the “Board”) may amend, modify, suspend, or
terminate the plan for the purpose of meeting or addressing any changes in
legal
requirements or for any other purpose permitted by law. Subject to changes
in
the law or other legal requirements that would permit otherwise, the Plan may
not be amended without the consent of the holders of a majority of the shares
of
Common Stock then outstanding (i) to increase the aggregate number of shares
of
Common Stock that may be issued under the Plan (except for adjustments pursuant
to the Plan), (ii) to decreased the Option Price, (iii) to materially modify
the
requirements as to eligibility for participation in the Plan, (iv) to withdraw
administration of the Plan from the Committee, or (v) to extend the period
during which awards may be granted under the Plan.
12. Change
of Control.
Should a
“change in control” of the Company occur of a nature that would be required to
be reported in response to Item 1 of Form 8-K promulgated under the Securities
Exchange Act of 1934 as that requirement exists on the Date of Grant, then,
upon
the occurrence of, and on the date of said change in control, notwithstanding
anything elsewhere herein contained, this Option shall become exercisable in
full.
13. Change
in Control Agreement.
If, on
the date of termination of Employee’s employment with the Company or an
affiliate of the Company, Employee is entitled to rights or benefits under
a
written Change of Control Agreement with the Company containing provisions
relating to stock options which are more favorable to Employee than those
contained in this Option, the provisions of such Change of Control Agreement
shall prevail.
14. Administration
and Interpretation.
The Plan
shall be administered by the Committee, which shall have full and exclusive
power to interpret the Plan, to grant waivers of restrictions, and to adopt
such
rules, regulations, and guidelines for carrying out the Plan as it may deem
necessary or proper. All questions of interpretation and administration with
respect to the Plan and this Option shall be determined by the Committee, and
its determination shall be final and conclusive.
15. Notices.
Any
notice hereunder by the holder of this Option shall be given to the Company
in
writing and such notice and any payment hereunder shall be deemed duly given
or
made only upon receipt thereof at the Company's principal office in San Antonio,
Texas, or at such other place as the Company may designate by written notice
to
the holder of this Option. Any notice or other communication hereunder to the
holder of this Option shall be in writing and shall be deemed duly given if
mailed or delivered to the holder at such address as he may have on file with
the Company.
16. Shareholder
Rights.
The
holder of this Option shall have no rights as a shareholder with respect to
any
Option Shares until the holder of this Option or his nominee becomes a
shareholder of record with respect to such shares.
17. Withholding.
The
holder of this Option may be required to pay any taxes which must be withheld
prior to receipt of any Option Shares hereunder
IN
WITNESS WHEREOF, the Company has caused this Option to be executed in duplicate
and its corporate seal to be hereunto affixed by its proper corporate officers
thereunto duly authorized.
ATTEST: .
_______________________
Secretary
XXXX'X,
INC.
_______________________
Xxxxxxxxxxx
X. Xxxxxx, President and
Chief
Executive Officer
ACCEPTED:
_______________________
Employee
