Exhibit 10.49
SIZZLER INTERNATIONAL, INC.
RESTRICTED STOCK AGREEMENT AND ESCROW INSTRUCTIONS
2001 AMG RESTRICTED STOCK PLAN
WHEREAS, the Board of Directors of Sizzler International, Inc. (the
"Company"), has adopted the 2001 AMG Restricted Stock Plan (the "Plan"); and
WHEREAS, the Plan provides for the sale of Restricted Shares, to eligible
employees of the Company and its subsidiaries within the Company's Australian
Management Group (as such terms are defined in the Plan); and
WHEREAS, the Compensation and Stock Option Committee of the Board of
Directors of the Company (the "Committee"), charged with the responsibility of
administering the Plan, has determined that it is essential to the future
success of the Company that certain key employees of the Company's Australian
Division be retained and appropriately incentivized;
NOW THEREFORE, it is agreed between the Company and the Employee as
follows:
(1) The Company will issue and sell to the Employee that number of shares
of its common stock, par value $.01 per share, noted on the signature page
hereof (hereinafter the "Shares") upon payment by the Employee, as purchase
price for such Shares, of cash equal to the Australian dollar equivalent as of
the date of sale of the U.S. dollar price per share noted on the signature page
hereof (which U.S. dollar price is agreed to constitute the weighted average of
the closing prices of a Share on the New York Stock Exchange on each of the five
(5) consecutive trading days ending on the Friday of the week immediately
preceding the date of this Agreement).
(2) The Shares will be issued by the Company and will be purchased and
accepted by the Employee pursuant to and in accordance with the Plan. The
interpretation and construction by the Committee of the Plan (as it may be
amended from time to time), this Agreement, and such rules and regulations as
may be adopted by the Committee for the purpose of administering the Plan, shall
be final and binding upon Employee (provided that no such Plan amendment shall,
without the consent of the Employee, deprive such Employee of any rights he may
have hereunder).
(3) The Shares will be subject to the restrictions set forth in Section 6
of said Plan and the specific lapsing schedule set forth on Exhibit "A" hereto.
For purposes of applying such restrictions the date of the certificate
representing the Shares shall be the date upon which the Shares are awarded to
the Employee and upon which he has accepted the Shares. In addition, except as
otherwise permitted under Section 7 of this Agreement (concerning bona fide
gifts to immediate family members or trusts) or Section 16 of the Securities
Exchange Act of 1934 ("1934 Act") (unless the same would not result in liability
under said Section 16 or the Employee consents to such liability and consents to
disgorge any profits relating thereto to the Company), the Employee may not sell
the Shares until at least six (6) months after purchasing the same.
(4) The restrictions mentioned in the preceding Section and the other
provisions of this instrument shall relate to the Shares, and to any other
securities and property (other than cash) for which or into which the Shares may
from time to time hereafter be exchanged or
-1-
converted as a result of any one or more of any stock split, reverse stock
split, stock dividend, recapitalization, merger, consolidation, or other form of
corporate reorganization, as well as such securities or other property
distributed in respect thereof as a result of any one or more such occurrences;
provided, however, that nothing herein contained shall deprive Employee of his
right to receive regular cash dividends, if any, paid with respect to any
securities subject hereto.
(5) Employee represents to the Company that, unless a registration
statement under the Securities Act of 1933 is in effect as to the Shares, the
Shares are being acquired for his or her private personal investment for his or
her own account with no intention of distributing the Shares to others, and that
Employee has no contract, undertaking, agreement, or arrangement with any person
to sell, transfer or otherwise distribute to such persons or to have any such
person sell, transfer, or otherwise distribute for him or her any of the Shares
or any interest therein and Employee is presently not engaged, nor does he or
she plan to engage within the presently foreseeable future, in any discussion
with any person relative to such sale, transfer, or other distribution of any of
the Shares or any interest therein.
Employee hereby indemnifies the Company and holds it harmless from and
against any and all damages suffered and liabilities incurred by it (including
costs of investigation and defense and attorneys' fees) arising out of his or
her breach of the agreements or any inaccuracy in the representations which
Employee has made herein.
(6) So long as the Shares are subject to restrictions imposed under the
Plan, (a) the certificates evidencing them (together with any property and/or
securities issued or delivered in connection therewith pursuant to Section 4
hereof, other than regular cash dividends) shall be held in escrow in the
custody of the Chairman of the Board of the Company, or his or her successors in
such office from time to time; (b) the record address of the holder of record of
such Shares shall be c/o the Secretary of the Company at the Company's principal
executive office; and (c) such Shares may be legended to reference the
restrictions applicable thereto. The Shares (together with any property and/or
securities issued or delivered in connection therewith pursuant to Section 4
hereof) shall be delivered promptly to the Employee (with legends removed to the
extent no longer applicable) upon (i) removal or lapse of said restrictions and
(ii) the payment of any applicable withholding taxes.
(7) Notwithstanding anything to the contrary in this Agreement, Employee
may transfer any or all of the Shares by bona fide gift to any of the following:
(a) one or more of Employee's child, stepchild, grandchild, parent,
stepparent, grandparent, spouse, sibling, mother-in-law, father-in-law,
son-in-law, daughter-in-law, brother-in-law, or sister-in-law, in all cases
including adoptive relationships (each of the persons described in this
clause (a) is referred to herein as a "Family Member"); and/or
(b) one or more trusts for the benefit of Employee or one or more
Family Members;
provided, however, that (x) the transferred Shares shall continue to be subject
to all of the terms and conditions of the Plan and this Agreement as if Employee
continued to hold the Shares, and
-2-
(y) the transferee of the Shares shall, in a duly executed document delivered to
the Company and reasonably satisfactory in form and substance to the Committee,
consent thereto and agree to be bound by all of the terms and conditions of the
Plan and this Agreement as if such transferee were Employee. In determining
whether any person is or is not a Family Member for purposes of this Section 7,
a legally adopted child shall be deemed to be a child by blood.
(8) No provision of this Agreement shall (a) confer upon Employee any
right to continue in the employ of the Company or any of its subsidiaries, (b)
affect the right of the Company and each of its subsidiaries to terminate the
employment of Employee, with or without cause, or (c) confer upon Employee any
right to participate in any employee welfare or benefit plan or other program of
the Company or any of its subsidiaries other than the Plan.
(9) The holder of record of the Shares shall be entitled to exercise all
voting rights with respect to the Shares and to receive all regular cash
dividends paid with respect thereto.
(10) The provisions of this instrument shall be binding upon and inure to
the benefit of the Company and its successors (including, without limitation, as
the result of any transaction described in paragraph (4)), and to the Employee
and successors upon his or her death, subject to the provisions of the Plan
relating to the effect of a participant's death.
(11) This Agreement is subject to all of the terms and conditions of the
Plan, as the same shall be amended from time to time, but no such amendment
shall, without the holder of record's consent, adversely affect such holder's
rights hereunder.
(12) This Agreement shall be governed by and construed and enforced in
accordance with the laws of the State of Delaware (except to the extent
preempted by federal law).
-3-
IN WITNESS WHEREOF, this instrument has been executed by the Company and
Employee as of the date noted below.
Date: _____________________
Name of Employee: _____________________
Number of Shares: _____________________
Price Per Share U.S. Dollars: $____________________
Price Per Share Australian Dollars: $____________________
SIZZLER INTERNATIONAL INC. EMPLOYEE:
By:_________________________ _____________________
Its:________________________
-4-
RESTRICTED SHARE LAPSING SCHEDULE
The date of sale of the Shares is______________, 2001 (the "Date of Sale").
All restrictions on the Shares will lapse on the fifth anniversary of the Date
of Sale, unless an earlier termination is required under the terms of the Plan.
