EXHIBIT
4.02
THE STEAK N SHAKE COMPANY
2008 Equity Incentive Plan Restricted Stock Agreement
THIS
AGREEMENT is made this 12 th
day of April 2008 between THE STEAK N SHAKE COMPANY,
(hereinafter referred to as “Company”), and
(hereinafter referred to as
“Associate”).
As
additional consideration for Associate’s continuing
service for the Company, the Company grants to Associate
shares of the common stock of the Company, stated value $.50
per share (“Restricted Shares”), as hereinafter
set forth, and the Company and Associate hereby agree as
follows:
1.
Grants .
Company hereby grants to Associate
Restricted Shares subject to the terms and conditions of the
2008 Equity Incentive Plan.
2.
Restricted Shares .
Company shall promptly issue to Associate, stock
certificate(s) representing the number of Restricted Shares granted
above, which shall be retained by Company for safekeeping for a
period of three (3) years from the date hereof (“Forfeiture
Period”). Associate shall be entitled to all
ownership rights thereto upon issuance, including dividends, if
any, and voting rights, except that the Restricted Shares granted
hereunder may not be sold, transferred or pledged by Associate
during the said Forfeiture Period and any dividends will not be
paid until the lapsing of the Forfeiture Period. At the
conclusion of the Forfeiture Period, and if the forfeiture has not
occurred under Paragraph 3 herein, the stock certificate(s) and any
dividends held by the Company shall be delivered to Associate with
all ownership rights attendant thereto.
3.
Forfeiture:
(a) In the event of the
termination of Associate’s service for the Company
during the Forfeiture Period for any reason other than death,
disability or retirement the Restricted Shares granted
hereunder shall be immediately forfeited by Associate to the
Company. In such event, the stock certificate(s)
held by Company shall be transferred to Company and Company
shall have no further obligation to Associate
hereunder.
(b) In the event of
Associate’s disability or retirement during the said
Forfeiture Period, the Associate shall be entitled to retain
that number of Restricted Shares granted hereunder,
multiplied by a fraction, the numerator of which is the
number of months Associate served during the said Forfeiture
Period (including the month during which disability or
retirement occurred), and the denominator of which is
thirty-six (36). In such event, the stock
certificate(s) held by the Company shall be transferred to
the Company, and the Company shall reissue an appropriate
stock certi
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