THE STEAK N SHAKE COMPANY EMPLOYEE STOCK OPTION AGREEMENT
EXHIBIT
10.01
THE
STEAK N SHAKE COMPANY
THIS
AGREEMENT, made this 12th
day of
April, 2008 by and between THE STEAK N SHAKE COMPANY, an Indiana corporation
with its principal office at 00 Xxxxx Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx
(the "Company") and
("Grantee") pursuant to the
terms, conditions and limitations
contained in the Company's 2008 Equity Incentive Plan (the "Plan").
WHEREAS,
in the interests of affording an incentive to the Grantee to give his/her best
efforts to the Company as a key employee, the Company wishes to provide that
the
Grantee shall have an option to buy shares of the common stock ("Common Stock")
of the Company:
NOW,
THEREFORE, it is hereby mutually agreed as follows:
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1.
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Grant
of
Options. The Company hereby grants to the Grantee the
right and option to purchase, on the terms and conditions hereinafter
set
forth, all or any part of an aggregate of
shares (hereinafter called "Subject Shares") of the presently
authorized, but unissued, or treasury Common Stock of the Company
at a
purchase price of $7.48 per share, exercisable in whole or in
part from time to time subject to the limitation that no option may
be
exercised with respect to fewer than one hundred (100) shares unless
there
are fewer than one hundred (100) shares then subject to purchase
hereunder, in which event any exercise must be as to all such shares
and
subject to the further limitation that the options represented by
this
Agreement shall be exercisable only at such times and in such amounts
as
are set forth on Schedule I, attached hereto and made a part
hereof. The option shall expire as to all Subject Shares on the
tenth anniversary date of this Agreement if not exercised on or before
such date.
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2.
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Regulatory
Compliance. This option may not be exercised until all
applicable federal and state securities requirements pertaining to
the
offer and sale of the securities issued pursuant to the Plan have
been met
and the Company has been advised by counsel that all applicable
requirements have been met.
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3.
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Exercise
of
Options. Subject to the limitation specified in Section
2 and Schedule I hereof, the Grantee may from time to time exercise
this
option by delivering a written notice of exercise and subscription
agreement to the Secretary of the Company specifying the number of
whole
shares to be purchased, accompanied by payment in cash, by certified
check, or bank cashier's check, of the aggregate option price of
such
number of shares; provided, however, that the Grantee may make payment
in
the form of delivery to the Company of Common Stock of the Company
owned
by the Grantee, the fair market value of which equals the aggregate
option
price, or by payment partially in cash and partially in Common Stock
of
the aggregate option price. For this purpose, any shares so
tendered by the Grantee shall be deemed to have a fair market value
equal
to the closing sales price for the shares on the New York Stock Exchange
on the last trading day prior to the exercise. Only the Grantee
may exercise the option during the lifetime of the Grantee. No
fractional shares may be purchased at any time hereunder.
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4.
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Termination
of
Employment. If the Grantee ceases to be an employee of
the Company or any of its subsidiaries for any reason other than
retirement, disability, or death, this option shall forthwith terminate.
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a.
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If
the Grantee's employment by the Company or any of its subsidiaries
is
terminated by reason of retirement (which means such termination
of
employment as shall entitle the Grantee to benefits under the Company's
401k Plan or any successor plan of the Company), the Grantee may
exercise
any option granted hereunder (whether vested or not under the terms
hereof) in whole or in part at any time within three months after
such
retirement, but not later than the date upon which this option would
otherwise expire.
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b.
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If
the Grantee ceases to be an employee of the Company or any of its
subsidiaries because of death or disability, the Grantee (or his/her
estate) may exercise any option granted hereunder (whether vested
or not
under the terms hereof) in whole or in part at any time within one
year
after such termination of employment by reason of such disability,
but not
later than the date upon which this option would otherwise expire.
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c.
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If
Grantee is terminated without cause (as that term is defined in the
Plan)
within on e year of a Change in Control (as that term is defined
in the
Plan) then the Grantee may exercise any options granted hereunder
which
were vested at the date of termination within one year of the termination,
although in no event after the options would otherwise expire.
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5.
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Incentive
Stock
Options. This Stock Option Agreement is intended to
grant an option which meets the requirements of stock options as
defined
in Section 422A of the Internal Revenue Code. Subject to and
upon the terms, conditions and provisions of the Plan, each and every
provision of this Stock Option Agreement shall be administered, construed
and interpreted so that the option granted herein shall qualify as
an
incentive stock option.
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6.
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Effect
of Change of
Control. If a tender offer or exchange offer for Shares
(other than such an offer by the Company) is commenced, or if a Change
in
Control (as defined in the Plan) occurs, awards hereunder that are
not
fully exercisable will become exercisable in full upon the happening
of
such event and will remain exercisable in accordance with their terms;
provided, however, that no Options which have previously been exercised
or
otherwise terminated will become exercisable.
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7.
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Delivery
of
Certificates. Upon the effective exercise of the option,
or any part thereof, certificates representing the shares so purchased,
marked fully paid and non-assessable shall be delivered to the person
who
exercised the option as soon as the Company is reasonably able to
do so.
Until certificates representing such shares shall have been issued
and
delivered, the Grantee shall not have any of the rights or privileges
of a
shareholder of the Company in respect of any of such shares.
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8.
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Stock
Splits or
Dividends. In the event that prior to the delivery by
the Company of all the Subject Shares, there shall be an increase
or
reduction in the number of shares of Common Stock of the Company
issued
and outstanding by reason of any subdivision or consolidation of
the
Common Stock or any other capital adjustment, the number of shares
then
subject to this option shall be increased or decreased as provided
in the
Plan.
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9.
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No
Assignment. The option and the rights and privileges
conferred by this Option Agreement shall not be assigned or transferred
by
the Grantee in any manner except by will or under the laws of descent
and
distribution. In the event of any attempted assignment or
transfer in violation of this paragraph, the option, rights and privileges
conferred by this Stock Option Agreement shall become null and void.
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10.
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Employment
at
Will. Nothing herein contained shall be deemed to create
any limitation or restriction upon such
rights as the Company would otherwise have to terminate a person
as an
employee of the Company
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11.
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Notices. Any
notices to be given or served under the terms of this Option Agreement
shall be addressed to the Secretary of the Company at 00 Xxxxx
Xxxxxxxxxxxx Xxxxxx, Xxxxxxxxxxxx, Xxxxxxx, 00000, and to the Grantee
at
the address on file with the Company from time to time, or such other
address or addresses as either party may hereafter designate in writing
to
the other. Any such notice shall be deemed to have been duly
given or served, if and when enclosed in a properly sealed envelope
addressed as aforesaid, postage prepaid, and deposited in the United
States mail or set via reputable overnight carrier.
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12.
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Interpretation
of
Agreement and Plan. The interpretation by the Board of
Directors’ Compensation Committee of any provisions of the Plan or of this
Stock Option Agreement shall be final and binding on the Grantee
unless
otherwise determined by the Company's Board of Directors.
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13.
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Controlling
Document. This option is subject to all the terms,
provisions and conditions of the Plan, which is incorporated herein
by
reference and to such regulations as may from time to time be adopted
by
the Committee. A copy of the Plan is available for free on the Company’s
web site, xxx.xxxxxxxxxxx.xxx
in the Company’s 2008 Proxy Statement. In the event of any
conflict between the provisions of the Plan and the provisions of
this
Stock Option Agreement, the terms, conditions and provisions of the
Plan
shall control, and this Stock Option Agreement shall be deemed to
be
modified accordingly.
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14.
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IN
WITNESS WHEREOF, the Company and the Grantee have signed this Stock Option
Agreement as of the day and year first above written.
"COMPANY"
By:
___________________________________
ATTEST:
Xxxxx X. Xxxxxx, Interim Chairman and CEO
_________________________________ “GRANTEE”
Xxxxx
X.
Xxxxx, Corporate Secretary
___________________________________
STOCK
OPTION AGREEMENT OF _____________________
("Grantee")
Number
of
Shares
Exercisable
After Installment
Cumulative
Available
4/12/09 _______
_______
4/12/10 _______ _______
4/12/11
_______
_______
4/12/12
_______
_______
