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EXHIBIT C
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement"), between Xxxx'x, Inc., a
Delaware corporation ("Luby's" or the "Company"), and Xxxxxxxxxxx X. Xxxxxx, a
resident of Houston, Texas, ("Executive") is executed effective as of the 9th
day of March 2001 ("Effective Date"). For purposes of this Agreement, "Luby's"
or the "Company" shall include the subsidiaries of Luby's. Luby's and Executive
are sometimes referred to herein individually as a "Party," and collectively as
the "Parties." The Parties hereby agree as follows:
1. EMPLOYMENT. Luby's hereby employs Executive, and Executive hereby
accepts employment with Luby's, subject to the terms and conditions set forth in
this Agreement.
2. TERM. Subject to the provisions for termination of employment as
provided in Section 7(a), Executive's employment under this Agreement shall be
for a period beginning on the Effective Date and ending on March 31, 2004
("Term").
3. COMPENSATION. Executive's compensation during his employment under
the terms of this Agreement shall be as follows:
(a) Base Salary. Luby's shall pay to Executive a base salary
(the "Base Salary") of One Hundred Thousand Dollars ($100,000) per
year. Luby's and Executive have agreed that the majority of Executive's
compensation shall be incentive based and, consequently, no adjustments
in Base Salary are appropriate during the Term. The Base Salary shall
be payable in equal, semi-monthly installments on the 15th day and last
day of each month or at such other times and in such installments as
may be agreed between Luby's and Executive. All payments shall be
subject to the deduction of payroll taxes, income tax withholdings, and
similar deductions and withholdings as required by law.
(b) Bonus. In addition to the Base Salary, Executive shall be
eligible to receive bonus compensation in such amounts and at such
times as the Board of Directors of Luby's or an authorized committee
thereof shall from time to time determine in its sole discretion.
(c) Stock Option Grant. On the Effective Date, Luby's shall
grant to Executive a nonqualified stock option ("Option") to purchase
1,120,000 shares of $.32 par value common stock of Luby's ("Common
Stock"), with an exercise price per share equal to five dollars ($5.00)
per share and otherwise with the terms of the Option Agreement attached
hereto as Exhibit A.
4. EXPENSES AND BENEFITS. (a) During his employment hereunder,
Executive is authorized to incur reasonable and appropriate expenses related to
the business of Luby's, including expenses for entertainment, travel, and
similar matters. Luby's will reimburse Executive for such expenses upon
presentation by Executive of such accounts and records as Luby's may from time
to time reasonably require.
(b) Luby's also agrees to provide Executive with the following
benefits during his employment hereunder:
(i) Employee Benefit Plans. Executive and, to the
extent applicable, Executive's spouse, dependents, and
beneficiaries, shall be allowed to
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participate on the same terms in all benefits, plans, and
programs, including improvements or modifications of the same,
which are now, or may hereafter be, available to other
executive employees of Luby's; provided that Executive shall
not be permitted without the express consent of the Board of
Directors of Luby's to participate in any bonus, incentive,
profit-sharing, or similar cash payment plan. Such benefits,
plans, and programs may include, without limitation, stock
option or thrift plans, health insurance or health care plans,
life insurance, disability insurance, supplemental retirement
plans, vacation, and sick leave. Luby's shall not, however, by
reason of this paragraph be obligated to institute, maintain,
or refrain from changing, amending, or discontinuing any such
benefit plan or program, so long as such changes are similarly
applicable to executive employees generally.
(ii) Vacations. Executive shall be entitled
(in addition to the usual Luby's holidays) to paid vacation
time for periods in each calendar year not exceeding four (4)
weeks.
(iii) Working Facilities. Executive shall be
furnished by Luby's with an office at the Company's principal
office in San Antonio, secretarial help and other facilities
and services, including but not limited to, full use of Luby's
mail and communication facilities and services reasonably
suitable to his position and reasonably necessary for the
performance of his duties under this Agreement.
5. POSITIONS AND DUTIES. Executive is employed hereunder as Chief
Executive Officer of Luby's or in such other positions as the Parties may
mutually agree. In addition, if requested to do so, Executive shall serve as the
chief executive officer or other officer or as a member of the Board of
Directors, or both, of any subsidiary or affiliate of Luby's. Executive agrees
to serve in the position referred to above and to perform diligently and to the
best of his abilities the duties and services appertaining to such office, as
well as such additional duties and services appropriate to such offices which
the Parties mutually may agree upon from time to time. Executive's employment
shall also be subject to the policies maintained and established by Luby's that
are of general applicability to Luby's executive employees, as such policies may
be amended from time to time. Executive's duties shall be performed principally
at Luby's principal place of business in San Antonio, Texas and at the locations
of its operations. Executive acknowledges and agrees that Executive owes a
fiduciary duty of loyalty to act at all times in the best interests of Luby's.
In keeping with such duty, Executive represents that he owes no duty to any
other entity or person regarding, and shall make full disclosure to Luby's of,
all business opportunities pertaining to Company's business which have not been
previously renounced by the Board of Directors, as contemplated by Section 10
hereof, and shall not appropriate for Executive's own benefit any such business
opportunities.
6. EXTENT OF SERVICE. Executive shall, during the term of this
Agreement, devote his primary working time, attention, energies and business
efforts to his duties as an employee of Luby's and to the business and affairs
of Luby's generally, and shall not, during the term of this Agreement, engage,
directly or indirectly, in any other business activity whatsoever, whether or
not such business activity is pursued for gain, profit or other pecuniary
advantage, except with the consent of the Board of Directors of Luby's; however,
this Section 6 shall not be construed to prevent Executive from, nor require
board consent with respect to, (i) continuing executive's senior level
management of non-cafeteria style restaurant businesses, (ii) serving as a
member of the board of directors or trustees of other companies or
not-for-profit entities, or
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(iii) from investing his personal, private assets as a passive investor in such
form or manner as will not require any active services on the part of Executive
in the management or operation of the affairs of the companies, partnerships, or
other business entities in which any such passive investments are made; provided
in case of clause (i), (ii), or (iii) such activities do not conflict with the
business and affairs of Luby's or interfere with Executive's ability to perform
the services and discharge the duties required of him hereunder.
7. TERMINATION.
(a) Termination of Employment. Notwithstanding the provisions
of Section 2, the employment of the Executive pursuant to this
Agreement shall terminate prior to the expiration of the Term, upon the
occurrence of any of the following events:
(i) the death of the Executive;
(ii) the termination of the Executive's employment
by Luby's due to the Executive's Disability (as
defined in Section 7(b));
(iii) the termination of the Executive's employment
by the Executive for "Good Reason" (as defined
in Section 7(d));
(iv) the termination of the Executive's employment
by Luby's for Cause (as defined in Section
7(c)); or
(v) for any reason whatsoever in the discretion of
the Executive or Luby's.
(b) Disability. For the purposes of this Agreement, the term
"Disability" shall mean Executive becoming incapacitated by accident, sickness,
or other circumstance that renders him physically or mentally unable to carry
out the duties and services required of him hereunder on a full-time basis for
more than one hundred twenty (120) days in any one hundred eighty (180) day
period. If a dispute arises between the Executive and the Company concerning the
Executive's physical or mental ability to continue or return to the performance
of his duties as aforesaid, the Executive shall submit to examination by a
competent physician mutually agreeable to both parties or, if the parties are
unable to agree, by a physician appointed by the president of the Bexar County
Medical Association, and such physician's opinion shall be final and binding.
(c) Cause. For purposes of this Agreement, the term "Cause"
shall mean:
(i) Executive's conviction of a crime constituting
a felony, or a misdemeanor involving moral
turpitude;
(ii) The commission by Executive, or participation
in, an illegal act or acts that were intended
to defraud Luby's;
(iii) the willful refusal by Executive to fulfill the
duties and responsibilities as Chief Executive
Officer;
(iv) the breach by Executive of material provisions
of this Agreement, a policy of Luby's, or the
code of conduct of Luby's in each case
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after written notice from the Board of
Directors and, if correctible, the failure to
correct such breach within 30 days from the
date such notice is given;
(v) gross negligence or willful misconduct by
Executive in the performance of his duties and
obligations to Luby's;
(vi) willful engagement by Executive in conduct
known (or which should have been known) to be
materially injurious to Luby's.
(d) Good Reason. For purposes of this Agreement, "Good Reason"
shall mean the occurrence of any of the following circumstances, without the
consent of the Executive, unless such circumstances are remedied in all material
respects by Luby's 30 days after Luby's receipt of written notice thereof given
by the Executive:
(i) the material diminution in the nature, scope,
or duties of the Executive or assignment of
duties inconsistent with those of the Chief
Executive Officer or a change in the location
of the principal business office of the Company
in which his services are to be carried out, to
a place outside of Texas;
(ii) any breach of a material provision of this
Agreement by Luby's after written notice from
Employee and, if correctible, the failure to
correct such breach within 30 days from the
date such notice is given;
(iii) within two years after sale by Luby's of all or
substantially all of its assets or the merger,
share exchange, or other reorganization of
Luby's into or with another corporation or
entity (with respect to which Luby's does not
survive), a diminution in employee benefits
(including but not limited to medical, dental,
life insurance, and long-term disability plans)
and perquisites applicable to Executive from
the greater of (A) the employee benefits and
perquisites provided by Luby's to executives
with comparable duties or (B) the employee
benefits and perquisites to which Executive was
entitled immediately prior to the date on which
a change in control occurs.
(e) Notice of Termination. If Luby's or Executive desires to
terminate Executive's employment hereunder at any time prior to expiration of
the Term, it or he shall do so by giving written notice to the other party that
it or he has elected to terminate Executive's employment hereunder and stating
the proposed effective date and reason for such termination, provided that no
such action shall alter or amend any other provisions hereof or rights arising
hereunder.
8. CONSEQUENCES OF TERMINATION.
(a) By Expiration. If Executive's employment hereunder shall
terminate upon expiration of the Term, then all compensation for periods
subsequent to termination and all benefits to Executive hereunder, other than
the Option, which is governed by its own terms in such circumstances, shall
terminate contemporaneously with termination of his employment.
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(b) Death or Disability. If the Executive's employment is
terminated during the Term by reason of the Executive's death or Disability, all
Compensation and benefits to Executive under this Agreement, other than the
Option, which is governed by its own terms in such circumstances, shall
terminate contemporaneously with the termination of employment and without
further obligation to the Executive or the Executive's legal representatives
under the Agreement (other than payment of the Executive's Base Salary in
respect of the period through his date of death or termination for Disability).
(c) Termination by the Executive without Good Reason or by the
Company For Cause. If the Executive's employment is terminated by the Executive
without Good Reason, or by the Company for Cause, all compensation and benefits
to Executive under this Agreement, other than the Option, which is governed by
its own terms in such circumstances, shall terminate contemporaneously with such
termination of employment and without further obligation to Executive or
Executive's legal representatives under this Agreement (other than payment of
Executive's Base Salary in respect of the period through his date of
termination).
(d) Termination by the Executive for Good Reason or by the
Company without Cause. (i) If the Executive's employment is terminated by the
Company without Cause or by the Executive for Good Reason, the Company shall be
obligated to pay to, or make available to, the Executive Executive's monthly
Base Salary and benefits in effect on the date of termination for the remainder
of the Term. The Executive shall have no obligation to seek other employment
during any time period for which he may receive payment pursuant to this
subsection (d), and in the event the Executive obtains other employment during
such period, the Company's obligations to make payments pursuant to this
subsection (d) shall not be reduced. In the event that continued participation
in any Luby's plan is for whatever reason impermissible during the remainder of
the Term, Company shall arrange upon comparable terms benefits substantially
equivalent to those that may not be so provided under the plan maintained by
Luby's. The parties agree that the payments provided for herein constitute part
of the consideration provided by the Company for the Executive's agreements
contained in Section 5 hereof.
(ii) Notwithstanding clause (i) of this subsection (d), if, at
any time during which the Executive would otherwise be entitled to receive any
payment pursuant to clause (i) of subsection (d), the Executive engages in any
activity or takes any action which would be prohibited under Sections 9 and 10
hereof, then the Executive shall be deemed to have irrevocably forfeited any
right to receive any further payments pursuant to this Agreement, provided such
forfeiture shall not limit Luby's rights to seek to enforce such provision or to
seek damages; provided, however, that the Option and the benefits thereof shall
not be in any way affected by this clause (d)(ii) of this Section 8.
9. DISCLOSURE OF CONFIDENTIAL INFORMATION. Executive acknowledges that
Luby's will disclose to Executive, or place Executive in a position to have
access to or develop, trade secrets or Confidential Information of Luby's or its
affiliates, and shall entrust Executive with business opportunities of Luby's or
its affiliates, and shall place Executive in a position to develop business
goodwill on behalf of Luby's or its affiliates. Except to the extent required in
the performance of his duties and obligations to Luby's as expressly authorized
herein, or by prior written consent of a duly authorized officer or director of
Luby's, Executive will not, directly or indirectly, at any time during his
employment with Luby's, or for 18 months subsequent to the termination thereof,
for any reason whatsoever, with or without cause, breach the confidence reposed
in him by Luby's by using, disseminating, disclosing, divulging, or in any
manner whatsoever disclosing or permitting to be divulged or disclosed in any
manner Confidential Information
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to any person, firm, corporation, association, or other business entity. As used
herein, the term "Confidential Information" means any and all information
concerning ideas, concepts, products, processes, and services related to the
business of Luby's, including information relating to research, development,
inventions, manufacture, purchasing, accounting, engineering, marketing,
merchandising, or the selling of any product or products to any customers of
Luby's, disclosed to Executive or known by Executive as a consequence of or
through his employment by Luby's (or any parent, subsidiary or affiliated
corporations of Luby's) including, but not necessarily limited to, any person,
firm, corporation, association, or other business entity with which Luby's has
any type of agency agreement, or any shareholders, directors, or officers of any
such person, firm, corporation, association, or other business entity; provided,
however, that Confidential Information shall not include information generally
known in any industry in which Luby's is or may become engaged during the term
of this Agreement, information disclosed publicly by Luby's or any information,
ideas, products, processes, services, and concepts existing and known to
Executive prior to his employment by Luby's. On termination of employment with
Luby's, all documents, records, notebooks, e-mails, or similar repositories of
or containing Confidential Information, including all copies of any documents,
records, notebooks, e-mail, or similar repositories of or containing
Confidential Information, then in Executive's possession or in the possession of
any third party under the control of Executive or pursuant to any agreement with
Executive, whether prepared by Executive or any other person, firm, corporation,
association, or other business entity, will be delivered to Luby's by Executive.
10. NONCOMPETITION; STANDSTILL.
(a) Executive recognizes and understands that in performing
the responsibilities of his employment, he will occupy a position of fiduciary
trust and confidence, pursuant to which he will develop and acquire experience
and knowledge with respect to Luby's business. It is the expressed intent and
agreement of Executive and Luby's that such knowledge and experience shall be
used exclusively in the furtherance of the interests of Luby's and not in any
manner which would be detrimental to Luby's interests. In consideration of the
benefits herein, Executive therefore agrees that so long as he is employed by
Luby's and for the Covenant Period (as defined below) after termination of
Executive's employment, Executive will not directly or indirectly:
(i) engage in any other "cafeteria-style" restaurant
business (as defined in the resolution of the Board of Directors of the
Company in the form attached hereto as Exhibit B and adopted in
connection with this Agreement) or own any interests whether as an
owner, shareholder, joint venturer, partner or otherwise, in any other
association or entity that engages, directly or indirectly, in any
"cafeteria-style" restaurant business in each case in any state where
Luby's or any of its affiliates are conducting business on the date of
this Agreement or in any contiguous state; provided, however, that
nothing herein shall prohibit Executive from holding or making passive
investments in limited partnerships or corporations whose securities
are traded in a generally recognized market provided that Executive's
interest, together with those of his affiliates and family do not
exceed 1% of the outstanding shares or interests in such corporation or
partnership; or
(ii) render advice or services to, or otherwise
assist, any other person, association, or entity engaged, directly or
indirectly, in any "cafeteria-style" restaurant business in any state
where Luby's or its affiliates conduct business on the date of this
Agreement or in any contiguous state; or
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(iii) contact or solicit any employee of Luby's or
any of its affiliates to induce them to terminate his or her employment
with Luby's or such affiliates.
(b) Executive agrees that for so long as he is employed by
Luby's and for the Covenant Period he will not without the prior written consent
of the Company: (i) knowingly, after due inquiry, sell any shares of Common
Stock of the Company ("Common Stock"), or right to acquire Common Stock, to any
person or group (as defined in Section 13(d)(3) of the Securities Exchange Act
of 1934, as amended, and the regulations promulgated thereunder) that would
subsequent to such sale Beneficially Own (as defined in the Purchase Agreement
dated March 9, 2001 between the Company, Employee and the other signatories
thereto (the "Purchase Agreement") in excess of 10% of the Company's issued and
outstanding Common Stock (1% in the case of industry competitors), (ii) solicit,
or participate in a solicitation of proxies or votes or consents to vote any
voting securities of the Company or grant (except to the Company or its
representatives or representatives of the Executive) any proxies to vote such
securities or subject their shares in the Company to any voting trust or other
voting arrangement or agreement, (iii) form, join, or in any way participate in,
any group (as defined in Section 13(d)(3) of the Securities Exchange Act of
1934, as amended, and the regulations promulgated thereunder) with respect to
voting securities of the Company, or (iv) seek, propose, or make any public
statement regarding any merger, tender or exchange offer or other business
combination involving the Company or any sale, assignment, transfer, lease or
other disposition by the Company of all or substantially all of its assets.
(c) "Covenant Period" means:
(i) twenty-four (24) months if Employee is terminated
by the Company for Cause or if Employee terminates his
employment without Good Reason; or (ii) if Employee's
employment is terminated for any other reason:
(x) twelve (12) months for the activities
prohibited by clause (ii) and (iv) of
Section 10(b) and
(y) twenty-four (24) months for the
activities prohibited by any other
provision of Section 10.
11. ENFORCEMENT AND REMEDIES. Executive understands that the
restrictions set forth here may limit Executive's ability to engage in certain
businesses in certain geographic regions during the period provided for above,
but acknowledges that Executive will receive sufficiently high remuneration and
other benefits under this Agreement to justify such restriction. Executive
acknowledges that money damages would not be sufficient remedy for any breach of
Section 9 or 10 by Executive, and Luby's shall be entitled to enforce the
provisions thereof by terminating any payments then owing to Executive under
this Agreement and/or by specific performance and injunctive relief as remedies
for such breach or any threatened breach. Such remedies shall not be deemed the
exclusive remedies for a breach, but shall be in addition to all remedies
available at law or in equity to Luby's, including without limitation, the
recovery of damages from Executive and Executive's agents involved in such
breach and remedies available to Luby's pursuant to other agreements with
Executive.
12. INSURANCE. Luby's may, in its sole and absolute discretion, at any
time after the Effective Date, apply for and procure, as owner and for its own
benefit, insurance on the life of Executive, in such amounts and in such forms
as Luby's may choose. Unless otherwise agreed
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by Luby's, Executive shall have no interest whatsoever in any such policy or
policies, but Executive shall, at Luby's request, submit to such medical
examinations, supply such information, and execute and deliver such documents as
may be required by the insurance company or companies to which Luby's has
applied for such insurance.
13. NOTICE. All notices and communications hereunder shall be in
writing and shall be deemed given if delivered personally or mailed by
registered or certified mail (return receipt requested) to the parties at the
following addresses (or at such other address for a party as shall be specified
by like notice):
If to Executive:
Xxxxxxxxxxx X. Xxxxxx
000 Xxxx
Xxxxxxx, Xxxxx 00000
with a copy to:
Xxxxx Xxxxxxxxxxx
000 Xxxxxxx Xxxx.
Xxxxxxx, Xxxxx 00000
and
Fulbright & Xxxxxxxx, L.L.P.
0000 XxXxxxxx Xxxxx 0000
Xxxxxxx, Xxxxx 00000-0000
Attn: Xxxxxxx X. Still
If to Luby's:
Xxxx'x, Inc.
0000 Xxxxxxxxx Xxxx 000
Xxx Xxxxxxx, Xxxxx 00000-0000
Attention: Chairman of the Board
With a copy to:
Xxxxxxxx Xxxx Xxxxxxxxxx Xxxxxx
Xxxxxxx Xxxxxx & Xxxxxx Incorporated
000 X. Xx. Xxxx'x Xxxxxx, Xxxxx 000
Xxx Xxxxxxx, Xxxxx 00000
Attention: Xxxx X. Xxxxxx, Xx.
Any of the above addresses may be changed at any time by notice given
as provided above; provided, however, that any such notice of change of address
shall be effective only upon receipt. All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered, on the date of receipt, if telecopied, three Business Days
after the date of mailing, if mailed by registered or certified mail, return
receipt requested, and one Business Day after the date of sending, if sent by
Federal Express or other recognized overnight courier
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14. CONTROLLING LAW. This Agreement shall be determined and governed by
and construed in accordance with the laws of the State of Texas, without giving
effect to any conflicts of law provisions.
15. ADDITIONAL INSTRUMENTS. This Agreement governs the rights and
obligations of Executive and Luby's with respect to Executive's base salary and
certain perquisites of employment. Executive's rights and obligations both
during the term of his employment and thereafter with respect to stock options,
life insurance policies insuring the life of Executive, and other benefits under
the plans and programs maintained by Luby's shall be governed by the separate
agreements, plans, and other documents and instruments governing such matters.
16. LIQUIDATED DAMAGES. In light of the difficulties in estimating the
damages for any early termination of employment, Luby's and Executive hereby
agree that the payments, if any, to be received by Executive pursuant to this
Agreement shall be received by Executive as liquidated damages. Payment of the
amounts set forth in this Agreement, if any, shall be in lieu of any severance
benefit Executive may be entitled to under any severance plan or policy of
Luby's.
17. SEVERABILITY. If any term or other provision of this Agreement is
invalid, illegal, or incapable of being enforced by any rule of applicable law,
or public policy, all other conditions and provisions of this Agreement shall
nevertheless remain in full force and effect so long as the economic or legal
substance of the transactions contemplated herein are not affected in any manner
materially adverse to any party. Upon such determination that any term or other
provision is invalid, illegal, or incapable of being enforced, the parties
hereto shall negotiate in good faith to modify this Agreement so as to effect
the original intent of the parties as closely as possible in a mutually
acceptable manner in order that the transactions contemplated herein are
consummated as originally contemplated to the fullest extent possible.
18. MISCELLANEOUS. No provision of this Agreement may be modified,
waived or discharged orally, but only by a waiver, modification or discharge in
writing signed by the Executive, and such officer of the Company as may be
designated by the Board. No waiver by either party hereto at any time of any
breach by the other party hereto of, or compliance with, any condition or
provision of this Agreement to be performed by such other party shall be deemed
a waiver of similar or dissimilar provisions or conditions at the time or at any
prior or subsequent time. No agreements or representations, oral or otherwise,
express or implied, with respect to the subject matter hereof have been made by
either party which are not expressly set forth in this Agreement. Wherever
appropriate to the intention of the parties hereto, the respective rights and
obligations of the parties hereto, will survive any termination or expiration of
the term of this Agreement as specifically set forth herein; in addition
Sections 8, 11, 13, 14, 15, 16, 17, 18, 19 and 20 shall survive such termination
or expiration to the extent the context thereof requires.
19. ENTIRE AGREEMENT. This Agreement (which term shall be deemed to
include the exhibits hereto and any other certificates, documents or instruments
delivered hereunder) the Purchase Agreement and the other Transaction Documents
(as defined therein) constitute the entire agreement of the Parties hereto and
supercede all prior agreements and understandings, both written and oral, among
the parties as to the subject matter hereof. There are no representations or
warranties, agreements, or covenants other than those expressly set forth
herein, in the Purchase Agreement and in the other Transaction Documents.
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20. EFFECT OF AGREEMENT. This Agreement shall be binding upon Executive
and his heirs, executors, legal representatives, successors and assigns, and
Luby's and its legal representatives, successors and assigns. Except as provided
in the preceding sentence, this Agreement, and the rights and obligations of the
Parties hereunder, are personal and neither this Agreement, nor any right,
benefit, or obligation of either Party hereto, shall be subject to voluntary or
involuntary assignment, alienation, or transfer, whether by operation of law or
otherwise, without the prior written consent of the other Party.
21. EXECUTION. This Agreement may be executed and delivered (including
by facsimile transmission) in one or more counterparts all of which shall be
considered one and the same agreement and shall become effective when one or
more counterparts have been signed by each of the parties and delivered to the
other parties, it being understood that all parties need not sign the same
counterpart.
22. DEEMED RESIGNATIONS. Any termination of Executive's employment
shall constitute an automatic resignation as an officer and director of Luby's
and each subsidiary or affiliate of Luby's.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
Effective Date.
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Xxxxxxxxxxx X. Xxxxxx
Xxxx'x, Inc.
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Xxxxxx X. Xxxxxx
Chairman of the Board
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