RUBY TUESDAY, INC.
SERVICE STOCK
AWARD
This SERVICE STOCK AWARD (the
“Award”) is made and entered into as of the ___ day of
____, 2009 by and between Ruby Tuesday, Inc. (the
“Company”), a Georgia corporation, and Samuel E. Beall,
III (the “Employee”).
Upon and subject to the Additional
Terms and Conditions attached hereto and incorporated herein by
reference as part of this Award, the Company hereby awards as of
the Grant Date to the Employee the Award Shares described below
pursuant to the Ruby Tuesday, Inc. 2003 Stock Incentive Plan (the
“Plan”) in consideration of the Employee’s
services to the Company (the “Stock Award”).
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A.
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Grant Date
: ________.
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B.
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Award Shares
: _____ shares of the
Company’s common stock (“Common Stock”), $.01 par
value per share.
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C.
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Vesting : The Award Shares are fully vested as of the
Grant Date.
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IN WITNESS WHEREOF, the Company and
Employee have signed this Award as of the Grant Date set forth
above.
ADDITIONAL TERMS AND CONDITIONS
OF
RUBY TUESDAY, INC.
STOCK AWARD
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1.
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Condition to Delivery of Award
Shares .
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(a) Employee must deliver to the Company, within two
(2) business days after the Grant Date, either cash or a certified
check payable to the Company in the amount of all tax withholding
obligations (whether federal, state or local) imposed on the
Company by reason of the grant of the Award Shares.
(b) In
lieu of paying the withholding tax obligations in cash or by
certified check as required by Section 1(a), Employee may
elect (the “Withholding Election”) to have the actual
number of shares of Common Stock that are Award Shares reduced by
the smallest number of whole shares of Common Stock which, when
multiplied by the Fair Market Value of the Common Stock determined
by the closing price for the Common Stock on the last business day
immediately preceding the Grant Date, is sufficient to satisfy the
amount of the tax withholding obligations imposed on the Company by
reason of the vesting of the Award Shares on the Grant Date.
Employee may make a Withholding Election only if all of the
following conditions are met:
(i) the
Withholding Election must be timely made by executing and
delivering to the Company a properly completed Notice of
Withholding Election, in substantially the form of Exhibit A
attached hereto; and
(ii) any
Withholding Election made will be irrevocable; however, the
Committee may, in its sole discretion, disapprove and give no
effect to any Withholding Election.
(c) Unless
and until the Employee provides for the payment of the tax
withholding obligations in accordance with the provisions of this
Section 1, the Company shall have no obligation to deliver any of
the Award Shares and may take any other actions necessary to
satisfy such obligations, including withholding of appropriate sums
from other amounts payable to the Employee. At the request of the
Employee, the Committee may authorize the Company to participate in
such arrangements between the Employee and a broker, dealer or
other “creditor” (as defined by Regulation T issued by
the Board of Governors of the Federal Reserve System) acting on
behalf of the Employee for the receipt from such broker, dealer or
other “creditor” of cash by the Company in an amount
necessary to satisfy the Employee’s tax withholding
obligations in exchange for delivery of a number of Award Shares
directly to the broker, dealer or other “creditor”
having a value equal to the cash delivered.
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2.
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Issuance of Award
Shares .
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(a) The
Company shall issue the Award Shares as of the Grant Date in either
manner described below, as determined by the Committee in its sole
discretion:
(i) by
the issuance of share certificate(s) evidencing Award Shares to the
Employee; or
(ii) by
documenting the issuance in uncertificated or book entry form on
the Company’s stock records.
(b) The
Company shall deliver the Award Shares to the Employee or, at the
Company’s election, to a broker designated by the Company
(the “Designated Broker”) by either physical delivery
of the share certificate(s) or book entry transfer, as applicable,
for the benefit of an account established in the name of the
Employee, in either case, after, to the extent applicable, payment
by the Employee of the tax withholding obligations pursuant to
Section 1(a) and/or reduced by any Award Shares withheld and
returned to the Company pursuant to Section 1(b) above or delivered
to a broker, dealer or other “creditor” as contemplated
by Section 1(c) above (such r
