THE STEAK N SHAKE COMPANY
EXHIBIT
4.02
THE
STEAK N SHAKE COMPANY
2008
Equity Incentive Plan Restricted Stock Agreement
THIS
AGREEMENT is made this 12th
day of
April 2008 between THE STEAK N SHAKE COMPANY, (hereinafter referred to as
“Company”), and
(hereinafter referred to as
“Associate”).
As
additional consideration for Associate’s continuing service for the Company, the
Company grants to Associate shares of the common stock of the Company, stated
value $.50 per share (“Restricted Shares”), as hereinafter set forth, and the
Company and Associate hereby agree as follows:
1. Grants. Company
hereby grants to
Associate
Restricted Shares subject
to the terms and conditions of the 2008
Equity Incentive Plan.
2. Restricted
Shares. Company shall
promptly issue to Associate, stock certificate(s) representing the number of
Restricted Shares granted above, which shall be retained by Company for
safekeeping for a period of three (3) years from the date hereof (“Forfeiture
Period”). Associate shall be entitled to all ownership rights thereto
upon issuance, including dividends, if any, and voting rights, except that
the
Restricted Shares granted hereunder may not be sold, transferred or pledged
by
Associate during the said Forfeiture Period and any dividends will not be paid
until the lapsing of the Forfeiture Period. At the conclusion of the
Forfeiture Period, and if the forfeiture has not occurred under Paragraph 3
herein, the stock certificate(s) and any dividends held by the Company shall
be
delivered to Associate with all ownership rights attendant thereto.
3.
Forfeiture:
(a)
In
the event of the termination of Associate’s service for the Company during the
Forfeiture Period for any reason other than death, disability or retirement
the
Restricted Shares granted hereunder shall be immediately forfeited by Associate
to the Company. In such event, the stock certificate(s) held by
Company shall be transferred to Company and Company shall have no further
obligation to Associate hereunder.
(b) In the event of Associate’s disability
or retirement during the said Forfeiture Period, the Associate shall be entitled
to retain that number of Restricted Shares granted hereunder, multiplied by
a
fraction, the numerator of which is the number of months Associate served during
the said Forfeiture Period (including the month during which disability or
retirement occurred), and the denominator of which is thirty-six
(36). In such event, the stock certificate(s) held by the Company
shall be transferred to the Company, and the Company shall reissue an
appropriate stock certificate to Associate for the number of Restricted Shares
to be retained under the computation herein.
(c) In the event of Associate’s death
while serving on the Board, the restriction on transfer shall be lifted on
the
date of the Associate’s death and the shares shall be transferred to his or her
estate.
4.
Adjustments. In
the event of any change in the Company’s outstanding shares subsequent to the
effective date of the Plan by reason of any Reorganization, recapitalization,
stock split, stock dividend, combination or exchange of shares, merger,
consolidation or any change in the corporate structure or Shares of the Company,
the shares granted hereunder shall be appropriately adjusted to prevent the
dilution or diminution. Any shares or other securities received, as a
result of any of the foregoing will be subject to the same restrictions and
the
certificate(s) as set forth above.
5. Effect
of
Reorganization. In the
event of a reorganization:
(a)
If
the
Reorganization is a dissolution or liquidation of the Company then the
restrictions on Restricted Shares will lapse.
(b) If
the
Reorganization is a merger or consolidation, upon the effective date of the
Reorganization the Associate shall be entitled to receive money, shares or
other
securities as are paid for other shares of the Company’s stock.
(c) The
adjustments contained in this Section and the manner of application of such
provisions will be determined solely by the Compensation Committee of the Board
of Directors.
6. Withholding
Tax. At the end of the Forfeiture Period Associate may
have the Company deduct or withhold an amount of shares sufficient to satisfy
all applicable tax withholding requirements. For these purposes, the
value of the Shares to be withheld or delivered will be equal to the Market
Value as of the date that the taxes are required to be withheld.
7.
Transferability. This
Agreement is not transferable by Associate. This Agreement shall be
binding upon and inure to the benefit of any successor to the Company and all
persons lawfully claiming under Associate.
8.
Notices. Any
notices to be given or served
under the terms of this Agreement shall be addressed to the Secretary of the
Company at 00 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, 00000, and
to
the Grantee at the address on file with the Company from time to time, or such
other address or addresses as either party may hereafter designate in writing
to
the other. Any such notice shall be deemed to have been duly given or
served, if and when enclosed in a properly sealed envelope addressed as
aforesaid, postage prepaid, and deposited in the United States mail or set
via
reputable overnight carrier.
9.
Controlling
Document. The
restricted stock granted hereunder is subject to all the terms, provisions
and
conditions of the Plan, which is incorporated herein by reference and to such
regulations as may be adopted by the Board of Directors’ Compensation
Committee. A copy of the Plan is available for free on the Company’s
web site, xxx.xxxxxxxxxxx.xxx
in the Company’s 2008 Proxy Statement. In the event of any conflict
between the provisions of the Plan and the provisions of this Agreement, the
terms of the Plan shall control.
10.
Governing
Law. This Agreement
shall be governed by the laws of the State of Indiana. Any suit filed
regarding this Agreement shall be venued only in the Federal District Court
for
the Southern District of Indiana, Indianapolis, Indiana.
IN
WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
by
its officers thereunto duly authorized, and Associate has executed this
Agreement, all on the day and year first above written.
THE
STEAK N SHAKE
COMPANY
By:
___________________________________
ATTEST:
Xxxxx X. Xxxxxx, Interim Chairman and CEO
_________________________________ “ASSOCIATE”
Xxxxx
X.
Xxxxx, Corporate Secretary
___________________________________
