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Exhibit 10-AR
AGREEMENT FOR RESTRICTED SHARES
GRANTED UNDER QUALITY DINING, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
This Agreement has been entered into as of the 20th day of
December, 2000 between Quality Dining, Inc., an Indiana corporation (the
"Company") and [insert name of Employee], an employee of the Company (the
"Employee"), pursuant to the Company's 1997 Stock Option and Incentive Plan (the
"Plan") and evidences and sets forth certain terms of the grant to the Employee
pursuant to the Plan of an aggregate of [insert total number of shares]
Restricted Shares as of the date of this Agreement. Capitalized terms used
herein and not defined herein have the meanings set forth in the Plan.
Section 1. Receipt of Plan; Restricted Shares and this
Agreement Subject to Plan. The Employee acknowledges receipt of a copy of the
Plan. This Agreement and the Restricted Shares granted to Employee are subject
to the terms and conditions of the Plan, all of which are incorporated herein by
reference.
Section 2. Restricted Period; Lapse of Restrictions and
Vesting. The Restricted Shares granted in this Agreement shall vest seven (7)
years from the date of this Agreement. Notwithstanding the foregoing, of the
Restricted Shares granted to the Employee, the restrictions on the specified
portions shall lapse and such portion of the shares shall become fully vested
and not subject to forfeiture to the Company as follows:
(a) [insert one-third of total grant] Restricted Shares shall
vest when the Market Value of the Company's Common Stock for ten out of
20 consecutive trading days is at least $3.625.
(b) [insert one-third of total grant] Restricted Shares shall
vest when the Market Value of the Company's Common Stock for ten out of
20 consecutive trading days is at least $4.625.
(c) [insert one-third of total grant] Restricted Shares shall
vest when the Market Value of the Company's Common Stock for ten out of
20 consecutive trading days is at least $6.625.
(d) All of the Restricted Shares granted to Employee under
this Agreement shall immediately vest upon a Change in Control, whether
or not the event constituting the Change in Control was approved in
advance by the Board.
Section 3. Certificates for Shares. Each certificate
representing the Restricted Shares granted to the Employee shall be registered
in the name of the Employee and deposited by the Employee, together with a stock
power endorsed in blank, with the Company and shall bear
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the following (or a similar) legend:
"The transferability of this certificate and the shares of stock
represented hereby are subject to the terms and conditions (including
forfeiture) contained in the 1997 Stock Option and Incentive Plan of
Quality Dining, Inc. and an Agreement for Restricted Shares entered
into between the registered owner and Quality Dining, Inc. Copies of
such Plan and Agreement are on file in the office of the Secretary of
Quality Dining, Inc."
Upon the lapse of restrictions on any portion of such
Restricted Shares, the Company shall promptly deliver a stock certificate for
such portion of shares to the Employee.
Section 4. Transferability. Until such time as the
restrictions on the Restricted Shares granted to Employee have lapsed and such
shares are no longer subject to forfeiture to the Company, the Employee shall
not sell, assign, transfer, pledge or otherwise encumber (a "Transfer") such
Restricted Shares. In addition, if any portion of the Restricted Shares vest
pursuant to the accelerated vesting provisions of Section 2 above, the Employee
shall not Transfer such portion of the shares for a period of one year from the
date of accelerated vesting; provided, however, that this lockup period shall
immediately terminate upon the death of employee or upon the occurrence of any
event constituting a Change in Control under the Plan, whether or not the Board
has approved such occurrence.
Section 5. Termination. If a participant ceases Continuous
Service for any reason, including death, before the Restricted Shares have
vested, the Participant's rights with respect to the unvested portion of the
Restricted Shares shall terminate and be returned to the Company.
Section 6. 83(b) Election. The Employee agrees not to make any
election under Section 83(b) of the Code with respect to any Restricted Shares
granted under this Agreement.
IN WITNESS WHEREOF, this Agreement has been executed by the
undersigned thereunto duly authorized as of the date first above written.
QUALITY DINING, INC.
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By: Xxxxxx X. Xxxxxxxxxxx
Its: President
_________________________________
[insert name of Employee]
