BJ’S RESTAURANTS, INC. RESTRICTED STOCK UNIT AGREEMENT (for Non-Employee Directors)
Exhibit 10.15
BJ’S RESTAURANTS, INC.
2005 EQUITY INCENTIVE PLAN
RESTRICTED STOCK UNIT AGREEMENT
(for Non-Employee Directors)
This Restricted Stock Unit Agreement (this “AGREEMENT”), is made and entered into on the execution date of the Restricted Stock Unit Certificate to which it is attached (the “CERTIFICATE”), by and between BJ’s Restaurants, Inc., a California corporation (the “COMPANY”), and the member of the Board of Directors of the Company (“GRANTEE”) named in the Certificate.
Pursuant to the BJ’s Restaurants, Inc. 2005 Equity Incentive Plan, as amended or restated from time to time (the “PLAN”), the administrator of the Plan (the “Administrator”) has authorized the grant to Grantee of restricted stock units (“RESTRICTED STOCK UNITS” or “AWARD”), upon the terms and subject to the conditions set forth in this Agreement and in the Plan. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the Plan. ).
(a) The Company hereby awards to the Grantee, Restricted Stock Units for the Hypothetical Number Of Shares set forth in the Certificate. Restricted Stock Units are hypothetical Common Stock units having a value equal to the Fair Market Value of an identical number of shares of the Company’s Common Stock. Each restricted stock unit represents a right to receive one share of Common Stock from the Company at the Payment Date set forth in the Certificate.
(b) The Company shall in accordance with the Plan establish and maintain a Restricted Stock Unit Account for the Grantee, and such account shall be credited for the number of Restricted Stock Units granted to the Grantee. The Restricted Stock Unit Account shall be credited for any securities or other property (including regular cash dividends) distributed by the Company in respect of its Common Stock. Any such property shall be subject to the same vesting schedule as the Restricted Stock Units to which they relate.
(c) Until the Restricted Stock Units awarded to the Grantee shall have vested and becomes payable on the Payment Date specified in the Certificate, the Restricted Stock Units and any related securities, cash dividends or other property nominally credited to a Restricted Stock Unit Account may not be sold, transferred, or otherwise disposed of and may not be pledged or otherwise hypothecated.
3. VESTING. The Restricted Stock Units covered by this Agreement shall vest subject to the Vesting Schedule and Criteria set forth in the Certificate. Unless the Certificate specifies a different vesting schedule, Restricted Stock Units covered by this Agreement shall vest in three equal installments on each of the first, second and third yearly anniversaries of the grant date. Upon the occurrence of a Change in Control, the Restricted Stock may become 100% vested as provided in the Plan. Notwithstanding anything to the contrary set forth in the Plan, if the Grantee ceases Active Status for any other reason or if the Grantee ceases to serve as a director, officer, or employee of the Company for reasons other than his or her Retirement or his or her death at a time during which he or she was eligible for Retirement, the unvested Restricted Stock Units shall be forfeited immediately.
shares free of all restrictions hereunder, except for applicable federal securities laws restrictions. Any securities, cash dividends or other property credited to the Restricted Stock Unit Account other than Restricted Stock Units shall be paid in kind, or, in the discretion of the Administrator, in cash.
5. [Intentionally omitted]
(a) A deferral election or second election or change in the time or form of benefit payments that would violate Section 409A shall have no legal effect, and the Grantee shall have the right to receive the amount (and will be taxable on it) as if it had been paid when it would have been paid absent the illegal election. The Grantee promises to repay, with interest at the applicable federal rate, any amount paid prior to the specified Payment Date in violation of Section 409A.
(b) If the Company mistakenly defers more than the Grantee elected, the excess amount deferred shall be a nonelective Company deferral payable at the time and in the manner as the elected deferral. The Grantee hereby authorizes withholding the mistaken amount from his or her Award.
(c) If the Company mistakenly defers less than the Grantee elected, the deficiency shall be credited to the Grantee as soon as discovered. The Grantee’s Award thereafter shall be reduced (without adverse consequences to the Company) in a reasonable way specified by the Company to offset the cost of correcting the deficiency.
(d) In lieu of the foregoing, the Company unilaterally may take any other steps that will prevent any of the errors described above from violating Section 409A.
(e) Notwithstanding the foregoing, the Company shall have no liability to any Participant or any other person if the terms of this Award do not satisfy the additional conditions applicable to nonqualified deferred compensation under Section 409A of the Code and Section 8 of the Plan.
(a) Agrees to Terms of the Plan. The Grantee has received a copy of the Plan and has read and understands the terms of the Plan and this Agreement, and agrees to be bound by their terms and conditions. The Grantee acknowledges that there may be adverse tax consequences upon the vesting of Restricted Stock Units or thereafter if the Award is paid and the Grantee later disposes of the Shares, and that the Grantee should consult a tax advisor prior to such time.
13. GOVERNING LAW; MODIFICATION. This Agreement shall be governed by the laws of the State of California without regard to the conflict of law principles. The Agreement may not be modified except in writing signed by both parties.