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EXHIBIT
10.1
BJ’S RESTAURANTS,
INC.
2005 EQUITY INCENTIVE
PLAN
RESTRICTED STOCK UNIT
AGREEMENT
This Restricted Stock Unit
Agreement (this “AGREEMENT”), is made and entered into
on the execution date of the Restricted Stock Unit Certificate to
which it is attached (the “CERTIFICATE”), by and
between BJ’s Restaurants, Inc., a California corporation (the
“COMPANY”), and the Employee (“GRANTEE”)
named in the Certificate.
Pursuant to the BJ’s
Restaurants, Inc. 2005 Equity Incentive Plan, as amended or
restated from time to time (the “PLAN”), the
administrator of the Plan (the “Administrator”) has
authorized the grant to Grantee of restricted stock units
(“RESTRICTED STOCK UNITS” or “AWARD”), upon
the terms and subject to the conditions set forth in this Agreement
and in the Plan. Capitalized terms not otherwise defined herein
shall have the meanings ascribed to them in the Plan. ).
NOW, THEREFORE, in
consideration of the premises and the benefits to be derived from
the mutual observance of the covenants and promises contained
herein and other good and valuable consideration, the sufficiency
of which is hereby acknowledged, the parties hereto agree as
follows:
1. BASIS FOR AWARD. This Award is made
in accordance with Section 11 of the Plan. The Grantee hereby
receives as of the date hereof an Award of Restricted Stock Units
pursuant to the terms of this Agreement (the
“Grant”).
2. UNITS AWARDED.
(a) The Company hereby awards
to the Grantee, Restricted Stock Units for the Hypothetical Number
Of Shares set forth in the Certificate. Restricted Stock Units are
hypothetical Common Stock units having a value equal to the Fair
Market Value of an identical number of shares of the
Company’s Common Stock. Each restricted stock unit represents
a right to receive one share of Common Stock from the Company at
the Payment Date set forth in the Certificate.
(b) The Company shall in
accordance with the Plan establish and maintain a Restricted Stock
Unit Account for the Grantee, and such account shall be credited
for the number of Restricted Stock Units granted to the Grantee.
The Restricted Stock Unit Account shall be credited for any
securities or other property (including regular cash dividends)
distributed by the Company in respect of its Common Stock. Any such
property shall be subject to the same vesting schedule as the
Restricted Stock Units to which they relate.
(c) Until the Restricted
Stock Units awarded to the Grantee shall have vested and becomes
payable on the Payment Date specified in the Certificate, the
Restricted Stock Units and any related securities, cash dividends
or other property nominally credited to a Restricted Stock Unit
Account may not be sold, transferred, or otherwise disposed of and
may not be pledged or otherwise hypothecated.
3. VESTING. The Restricted Stock Units
covered by this Agreement shall vest subject to the Vesting
Schedule and Criteria set forth in the Certificate. Upon the
occurrence of a Change in Control, the Restricted Stock may become
100% vested as provided in the Plan., If the Grantee ceases Active
Status for any other reason, the unvested Restricted Stock Units
shall be forfeited immediately.
4. PAYMENT. As soon as practicable after
the Payment Date set forth in the Certificate, payment shall be
made in shares of Common Stock. If the Certificate does not specify
a Payment Date, the Payment Date shall be the Vesting Date. The
Administrator shall cause a stock certificate to be delivered to
the Grantee with respect to such shares free of all restrictions
hereunder, except for applicable federal securities laws
restrictions. Any securities, cash dividends or other property
credited to the Restricted Stock Unit Account other than Restricted
Stock Units shall be paid in kind, or, in the discretion of the
Administrator, in cash.
5. DEFERRAL ELECTION. Prior to the
Deferral Election Deadline specified in the Certificate and
acceptance of this Award, Grantee may make a one-time election to
defer the timing of the payment of the Restricted Stock Unit Award
and have such amount paid at a later date, subject to the following
terms and conditions:
(a) The deferral election
must be made within 30 days after the grant of the Award and prior
to any Deferral Election Deadline;
(b) the deferral election
must be made at least 12 months in advance of the earliest Vesting
Date at which the forfeiture condition could lapse;
(c) the deferral election may
not take effect until at least 12 months after the date on which it
is made; and
(d) t
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