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Exhibit 10.1
LUBY’S, INC.
INCENTIVE STOCK PLAN
RESTRICTED STOCK AWARD AGREEMENT
THIS RESTRICTED STOCK
AWARD AGREEMENT, dated as of DATE
(the “Award Agreement”),
is entered into by and between by LUBY’S,
INC. (the "Company") and EMPLOYEE
(the "Grantee"), upon the following
terms and conditions:
1.
Grant. Company hereby grants
______ s
hares of Restricted Stock
(the “Restricted Stock”)
as of DATE (the
“Award Date”) subject to the restrictions set
forth in this Award Agreement and subject to all applicable
provisions of the Luby’s Incentive Stock Plan (The
“Plan”), as it may be amended from time to time,
which provisions are incorporated by reference and made a
part hereof to the same extent as if set forth in their
entirety herein, and to such other terms necessary or
appropriate to the grant hereof having been
made. Each share of Restricted Stock corresponds
to one (1) share of Common Stock, par value $0.32 per share
("Common Stock"), of the Company.
2.
Restrictions on Transfer . Except
as otherwise provided herein, Restricted Stock granted
hereunder shall become unrestricted on the third anniversary
of the Award Date. (“Lapse
Date”). None of the Restricted Stock may be
sold, transferred, pledged, hypothecated or otherwise
encumbered or disposed of until the restrictions have lapsed
in accordance with this Award Agreement. Except as
provided in Section 6, all Restricted Stock to which
restrictions have not yet lapsed shall be forfeited to the
Company immediately upon Termination of Grantee’s
Employment.
3.
Rights as Stockholder . Grantee shall have
no rights as a stockholder with respect to any Restricted
Stock until a stock certificate for the shares is issued in
Grantee’s name. Once any such stock certificate is
issued in Grantee’s name, Grantee shall be entitled to
all rights associated with ownership of the Restricted Stock,
except that the Restricted Stock will remain subject to the
restrictions set forth herein and if any additional shares of
Common Stock become issuable on the basis of such Restricted
Stock (e.g., a stock dividend), any such additional shares
shall be subject to the same restrictions as the shares of
Restricted Stock to which they relate. Each stock
certificate evidencing any Restricted Stock shall contain
such legends and stock transfer instructions or limitations
as may be determined or authorized by the Committee which
administers the Plan (the “Committee”) in its
sole discretion; and the Company may, in its sole discretion,
retain custody of any such certificate throughout the period
during which any restrictions are in effect and require, as a
condition to issuing any such certificate, that the Grantee
tender to the Company a stock power duly executed in blank
relating thereto. Any dividends payable on the
Restricted Stock shall be paid in cash to Grantee on the day
on which the corresponding cash dividends are paid to
shareholders of record, or as soon as administratively
practicable thereafter, but in no event later than the
fifteenth (15 th )
day of the third calendar month following the day on which
such cash dividends are paid to shareholders of
record.
4.
Adjustments. In the event of any
change in the outstanding Common Stock by reason of a stock
split, stock dividend, combination or reclassification of
shares, recapitalization, merger, or similar event, the
Committee may adjust proportionally the number of shares of
Restricted Stock. In the event of any other change
affecting the Common Stock or any distribution (other than
normal cash dividends) to holders of Common Stock, such
adjustments as may be deemed equitable by the Committee,
including adjustments to avoid fractional shares, may be made
to give proper effect to such event.
5.
Non-Assignability. No benefit
payable under, or interest in, this Award Agreement or in the
shares of Common Stock to be issued to Grantee hereunder
shall be subject in any manner to anticipation, alienation,
sale, transfer, assignment, pledge, encumbrance, or charge
and any such attempted action shall be void and no such
benefit or interest shall be, in any manner, liable for, or
subject to, Grantee’s or Grantee’s
beneficiary’s debts, contracts, liabilities or torts;
provided, however, nothing in this Section shall prevent
transfer (i) by will, (ii) by applicable laws of
descent and distribution or (iii) to an alternate payee
to the extent that a Qualified Domestic Relations Order so
provides, as further described in the Plan.
6.
Continuous Employment . If
Grantee’s employment with the Company or an Affiliate
of the Company is terminated for any reason, except as
provided below, Grantee’s Restricted Stock shall
automatically expire and terminate, and shall be forfeited to
the Company, on the date of Termination of Grantee’s
Employment. Notwithstanding anything herein to the
contrary, the Lapse Date of the Restricted Stock may be
accelerated (by notice in writing) by the Company in its sole
discretion at any time. “Termination of
Grantee’s Employment” shall mean the last date
that Grantee is either an employee of the Company or an
Affiliate or engaged as a consultant or director of the
Company or an Affiliate.
(a)
Retirement . If Grantee
terminates Grantee’s employment with the Company or an
Affiliate of the Company by retirement on or after Grantee's
65th birthday, then the Lapse Date of the Restricted Stock
granted under this Award Agreement shall be accelerated as of
the day preceding Grantee’s retirement, subject to
Grantee’s execution of a general release and waiver in
a form provided by the Company.
(b)
Death . If Grantee’s
employment with the Company or an Affiliate of the Company
terminates due to Grantee’s death, then the Lapse Date
of the Restricted Stock granted under this Award Agreement
will become unrestricted as of the day preceding
Grantee’s death.
(c)
Permanent and Total Disability
. If Grantee’s employment with the Company
or an Affiliate of the Company terminates due to
Grantee’s Permanent and Total Disability, and Grantee
has been employed by Company for at least 3 years, then the
Lapse Date of the Restricted Stock granted under this Award
Agreement will be accelerated, as of the date preceding the
termination of Grantee’s employment, subject to
execution by Grantee of a general release and waiver in a
form provided by the Company.
“Permanent
and Total Disability” shall have the meaning ascribed to
such term under Section 22(e)(3) of the Internal Revenue
Code of 1986, as amended (together with the regulations and
other official guidance promulgated thereunder, the
“Code”), and with such permanent and total
disability being
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