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EXHIBIT 4.4
SIZZLER INTERNATIONAL, INC.
Non-Employee Director Stock Option Agreement
This Non-Employee Director Stock Option Agreement ("Agreement")
is made as of the ___ day of ___________, 199_, by and between Sizzler
International, Inc., a Delaware corporation (the "Company") and
___________________________________ (the "Option Holder").
RECITALS
Whereas, the Board of Directors of the Company has adopted, and
the stockholders of the Company have approved the Sizzler International, Inc.
Stock Option Plan for Non-Employee Directors (the "Plan").
Whereas, the Plan provides for the grant of stock options to the
Non-Employee Directors of the Company.
NOW, THEREFORE, the Company grants to Option Holder an Option,
as such term is used in the Plan, to purchase 2,000 shares of the Company's
Common Stock, $.01 par value, at an option exercise price of $_______ per
share (which is the closing price of shares of the Company's Common Stock on
the New York Stock Exchange on the date hereof), and the Option Holder hereby
confirms acceptance of such option, which is expressly subject to the following
terms and conditions:
1. Term. The specified term of this Option shall be a period
of 10 years, commencing on the date of this Option.
2. Exercisability. This Option shall become exercisable on
_____________________.
All purchases of shares under this Option must be made before
_______________, 200_.
3. Method of Exercise. This Option may be exercised only by
the Option Holder or his transferees by will or the laws of descent and
distribution. This Option may be exercised during its term by written notice
thereof signed and delivered by the Option Holder (or permitted transferee) to
the Secretary of the Company at its office in the City of Los Angeles, State of
California. Such notice shall state the number of shares being purchased and
shall be accompanied by
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the option exercise price for such shares in full in cash or by check.
4. Nontransferability. The Option Holder may not transfer this
Option other than by will or by the laws of descent and distribution. Except as
provided herein, this Option shall not be sold, transferred, assigned,
conveyed, gifted, pledged, hypothecated or disposed of in any way, whether by
operation of law or otherwise, and shall not be subject to execution,
attachment or similar process.
5. Termination of Status as Director. Except as provided
below, if the Option Holder ceases to be a Director of the Company within the
term of this Option for any reason other than death or disability and the
Option Holder shall not have then purchased all of the shares represented by
this Option, he shall thereafter have the right to exercise this Option only
for the number of shares to which he was entitled under this Option on the date
he ceases to be a Director, and such right shall lapse and this Option shall
terminate six (6) months after said termination date or upon the expiration of
the specified term of this Option, whichever date is sooner. Notwithstanding
the above, the Board of Directors of the Company may terminate this Option in
all respects effective upon the termination of the Option Holder's status as a
Director if the Board of Directors makes a determination that the termination
was the result of (i) refusal to perform his or her duties, (ii) gross or
willful misconduct that is materially harmful to the Company or
(iii) conviction of a crime of moral turpitude or a felony involving personal
dishonesty, and any such determination shall automatically be deemed made
retroactive to the date Option Holder ceases to be a Director.
6. (a) Death or Disability of Option Holder. If the Option
Holder ceases to be a Director of the Company or any of its subsidiaries and
without having fully exercised this Option, (1) in the case of death, the
executors or administrators of his estate shall have the right to exercise this
Option only for the number of shares to which the Option Holder was entitled to
exercise this Option on the date of his death, and such right shall lapse and
this Option shall terminate six (6) months after the date of Option Holder's
death or upon the expiration of the specified term of this Option, whichever
date is sooner, or (2) in the case of disability, the Option Holder shall have
the right to exercise this Option only for the number of shares to which the
Option Holder was entitled to exercise this Option on the date of his cessation
of employment due to disability and such right shall lapse and this Option
shall terminate six (6) months after the date the Option Holder ceases to be a
Director due to
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disability or upon the expiration of the specified term of this Option,
whichever date is sooner.
7. Termination. Notwithstanding anything to the contrary set
forth in this Agreement, this Option shall terminate upon the first to occur of
the following:
(a) the dissolution or liquidation of the Company;
(b) a reorganization, merger or consolidation of the
Company as a result of which the outstanding securities of the class then
subject to this Option are exchanged for or converted into cash, property
and/or securities not issued by the Company, which reorganization, merger or
consolidation shall have been affirmatively recommended to the stockholders of
the Company by the Board; or
(c) a sale of substantially all of the property and assets
of the Company.
8. Requirements of Law and of Stock Exchanges. The issuance of
shares upon the exercise of this Option shall be subject to compliance with all
of the applicable requirements of law with respect to the issuance and sale of
such shares. In addition, the Company shall not be required to issue or deliver
any certificate or certificates for such purchase upon exercise of this Option
prior to the admission of such shares to listing on notice of issuance on the
New York Stock Exchange or any other stock exchange on which shares of the
Company's Common Stock are then listed.
By accepting this Option, the Option Holder represents and
agrees for himself and his permitted transferees that unless a registration
statement under the Securities Act of 1933 is in effect as to shares purchased
upon any exercise of this Option, any and all shares so purchased shall be
acquired for investment and not for sale or for distribution, and any notice of
the exercise of any portion of this Option delivered to the Company pursuant to
paragraph 3 hereof shall be accompanied by a representation and warranty in
writing, signed by the person entitled to exercise the same, that the shares
are being so acquired in good faith for investment and not for sale or
distribution.
9. Notices. Any notice to be given to the Company shall be
personally delivered to or addressed to the Secretary of the Company, at its
principal office, and any notice to be given to the Option Holder shall be
addressed to him at the address given beneath his signature hereto, or at such
other address as the Option Holder may hereafter designate in writing to the
Company. Any notice to the Company is deemed
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given when received by the Company. Any notice to the Option Holder is deemed
given when enclosed in a properly sealed envelope addressed as aforesaid,
registered or certified, and deposited, postage and registration or
certification fee prepaid, in a post office or branch post office regularly
maintained by the United States.
10. Payment of Income Taxes. If the Company is required to
withhold an amount on account of any federal, state of local tax (including,
without limitation, any income, FICA, disability insurance, or employment tax)
imposed as a result of the exercise of this Option, the Option Holder shall,
concurrently with such withholding, pay such amount to the Company in full in
cash or by check.
11. Stock Option Plan. This Option is subject to all of the
terms and conditions of the Company's Stock Option Plan for Non-Employee
Directors as the same shall be amended from time to time in accordance with the
terms thereof, but no such amendment shall, without the Option Holder's
consent, adversely affect the Option Holder's rights under this Option. The
interpretation and construction by the Company's Board of Directors of the
Plan, this Agreement, the Option, and such rules and regulations as may be
adopted by the Company's Board of Directors for the purpose of administering
the Plan, shall be final and binding upon the Option Holder. All capitalized
terms used herein and not otherwise defined shall have the meanings ascribed to
them in the Plan.
12. Stockholder Rights. No person or entity shall be entitled
to vote, receive dividends, or be deemed for any purpose the holder of any
Common Stock purchasable hereunder until this Option shall have been duly
exercised to purchase such Common Stock in accordance with the provisions of
this Agreement.
13. Governing Law. This Agreement and the Option granted
hereunder shall be construed and enforced in accordance with the laws of the
State of Delaware (except to the extent preempted by federal law).
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IN WITNESS WHEREOF, the Company has granted and issued this
Option, at Los Angeles, California, on the day and year first above written.
SIZZLER INTERNATIONAL, INC.
By:
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ACCEPTED:
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Option Holder
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Social Security Number
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Address
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