Number of Shares] Chuy’s Holdings, Inc. Common Shares UNDERWRITING AGREEMENTUnderwriting Agreement • July 11th, 2012 • Chuy's Holdings, Inc. • Retail-eating places • New York
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • July 11th, 2012 • Chuy's Holdings, Inc. • Retail-eating places • Delaware
This Director and Officer Indemnification Agreement, dated as of , 2012 (this “Agreement”), is made by and between Chuy’s Holdings, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”).
FORM OF OPTION AGREEMENT UNDER THE CHUY’S HOLDINGS, INC. 2012 OMNIBUS EQUITY INCENTIVE PLANOption Agreement • July 11th, 2012 • Chuy's Holdings, Inc. • Retail-eating places • Delaware
This Option Agreement (this “Option Agreement”), dated as of , 20 (the “Date of Grant”), is made by and between Chuy’s Holdings, Inc., a Delaware corporation (the “Company”) and (the “Participant”). Capitalized terms used without definition herein shall have the meaning ascribed to them in the Chuy’s Holdings, Inc. 2012 Omnibus Equity Incentive Plan (the “Plan”). Where the context permits, references to the Company shall include any successor to the Company.
FORM OF RESTRICTED SHARE AGREEMENT UNDER THE CHUY’S HOLDINGS, INC. 2012 OMNIBUS EQUITY INCENTIVE PLANRestricted Share Agreement • July 11th, 2012 • Chuy's Holdings, Inc. • Retail-eating places • Delaware
This Restricted Share Agreement (this “Restricted Share Agreement”), dated as of , 20 (the “Date of Grant”), is made by and between Chuy’s Holdings, Inc., a Delaware corporation (the “Company”) and (the “Participant”). Capitalized terms used without definition herein shall have the meaning ascribed to them in the Chuy’s Holdings, Inc. 2012, Omnibus Equity Incentive Plan. Where the context permits, references to the Company shall include any successor to the Company.
AMENDMENT TO THE AMENDED AND RESTATED STOCKHOLDERS AGREEMENT OF CHUYS HOLDINGS, INC.Stockholders Agreement • July 11th, 2012 • Chuy's Holdings, Inc. • Retail-eating places
This Amendment to the Amended and Restated Stockholders Agreement (this “Amendment”) is entered and effective as of July 9, 2012 (the “Effective Date”), by and among Chuy’s Holdings, Inc. (the “Company”), MY/ZP Equity, LP (“MY/ZP”), Goode Chuy’s Holdings, LLC (“Goode Holdings”), Goode Chuy’s Direct Investors, LLC (“Goode Direct”), J.P. Morgan U.S. Direct Corporate Finance Institutional Investors III LLC (“JPM”), 522 Fifth Avenue Fund, L.P. (“522 Fund”), and certain other stockholders, optionholders and permitted transferees (“Other Stockholders”).
VOTING AGREEMENTVoting Agreement • July 11th, 2012 • Chuy's Holdings, Inc. • Retail-eating places • Delaware
This Voting Agreement (this “Agreement”), dated as of July 9, 2012, is entered into by and among Goode Chuy’s Holdings, LLC (“Goode”), MY/ZP Equity, LP (“MY/ZP”), Goode Chuy’s Direct Investors, LLC (“Goode Direct”), J.P. Morgan U.S. Direct Corporate Finance Institutional Investors III LLC (“JPM”) and 522 Fifth Avenue Fund, L.P. (“522 Fund” and together with Goode, MY/ZP, Goode Direct and JPM, the “Stockholders” and each a “Stockholder”), which are stockholders of Chuy’s Holdings, Inc. (the “Company”), and the Company.
