Exhibit 10.21
AMENDMENTS TO THE
FRISCH’S RESTAURANTS,
INC.
2003 STOCK OPTION AND INCENTIVE
PLAN
These amendments to the
Frisch’s Restaurants, Inc. 2003 Stock Option and Incentive
Plan, as amended (the “Plan”), are made and adopted as
of this 7th day of October, 2008 by the Board of Directors
of Frisch’s Restaurants, Inc. (the
“Company”).
WHEREAS:
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A.
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The Plan was
originally approved by the Company’s shareholders on
October 6, 2003.
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B.
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Section 12
of the Plan allows the Board of Directors to modify or amend the
Plan, subject to certain restrictions.
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C.
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Pursuant to
such authority, the Board adopted an amendment to the Plan on
December 19, 2006, to reflect changes in regulatory
requirements and to make certain technical, clarifying changes and
other revisions to the Plan.
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D.
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Final
regulations relating to Section 409A of the Internal Revenue
Code were issued on April 17, 2007, and the Board desires to
amend the Plan so that its provisions and those of the awards
granted thereunder comply with, or are exempt from, the
requirements contained in the final regulations.
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E.
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These
amendments shall be effective as of the date set forth
above.
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The Plan is hereby amended as
follows:
1. A new Section 2.31A is added
to read as follows:
“ Short-term Deferral
Deadline ” means the last day on which a payment or
the delivery of Shares would qualify as a short-term deferral under
Treasury Regulation § 1.409A-1(b)(4).
2. Section 2.34 is amended to
read in its entirety as follows:
“ Subsidiary
” means any entity directly or indirectly controlled by the
Company or any entity, including an acquired entity, in which the
Company has a controlling interest (as defined in Treasury
Regulation § 1.409A-1(b)(5)(iii)), as determined by the
Committee, in its sole discretion, provided such entity is
considered a service recipient (within the meaning of
Section 409A) that may be aggregated with the
Company.
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3. Section 3.2(vi) is amended
to read in its entirety as follows:
to modify or waive any restrictions,
contingencies or limitations contained in, and grant extensions to
the terms of, or accelerate the vesting of, any outstanding Awards,
except to the extent necessary to preserve the status of an Award
as Performance-Based Compensation, as long as such modifications,
waivers, extensions or accelerations would not cause the Award to
be treated as the granting of a new Award or an extension of the
Award under Code Section 409A that is not exempt from, or
compliant with, the requirements of Section 409A or be
inconsistent with the terms of the Plan, but no such changes shall
materially impair the rights of any Participant without his or her
consent unless required by law or integrally related to a
requirement of law.
4. Section 4.4(a)(i) is amended
to read in its entiret
