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Exhibit 10.1
THE STEAK N SHAKE COMPANY
2007 NON-EMPLOYEE DIRECTOR RESTRICTED STOCK
PLAN
The purpose of the 2007 Non-Employee Director
Restricted Stock Plan (the "Plan") is to foster and enhance the
long-term profitability of The Steak n Shake Company (the
"Company") for the benefit of its shareholders by aligning the
interests of directors with those of shareholders and to reward
directors for strong performance.
Eligibility for grants under the Plan shall be
limited to non-employee directors of the Steak n Shake Company who
are or were elected or appointed to serve in such capacity on or
after January 1, 2005.
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3.
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Restricted Stock Grants.
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(a)
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The Board of Directors may grant shares of the
Common Stock of the Company which are subject to restrictions
("Restricted Shares") to eligible directors ("Participants")
pursuant to the Plan over a period ending December 31, 2015. The
number of Restricted Shares, if any, granted hereunder to
Participants shall be within the discretion of the Board of
Directors; provided, however, that the number of Restricted Shares
which may be granted after February 7, 2007 shall not exceed 20,000
shares, except as may be adjusted pursuant to Section 5 below.
Further, no Participant shall receive more than 1,000 shares
hereunder. Restricted Shares which are forfeited or canceled under
Sections 3(d) or (e) hereof shall be available for further
grants.
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(b)
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Grants made by the Board of Directors may consist
in whole or in part of authorized but unissued or treasury shares,
and shall be subject to the provisions of the Plan and to such
other terms and conditions, not inconsistent with the Plan, as the
Board of Directors shall determine.
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(c)
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Subject to the provisions contained in 3(d) and
(e) hereof, the Restricted Shares granted hereunder shall be
conditionally owned by the Participant as of the grant date, and
each Participant shall be entitled to the receipt of cash dividends
and voting rights with respect thereto.
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(d)
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In the event of termination of
Participant’s service on the Board of Directors of the
Company for any reason other than death, disability or retirement
with the consent of the Board, during a period of three (3) years
following the grant date ("Forfeiture Period"), the Restricted
Shares so granted shall be thereupon forfeited by the Participant
and transferred to the Company as of the date of the
Participant’s cessation of service. The Restricted Shares
granted hereunder may not be sold, transferred or pledged by the
Participant during the Forfeiture Period.
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(e)
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If a Participant’s service on the Board has
terminated because of disability or retirement as set out in
Section 3(d) above prior to the end of the Forfeiture Period, the
number of Restricted Shares such Participant will be entitled to
retain shall be the number of Restricted Shares determined as
though such Participant’s service on the Board had not
terminated, multiplied by a fraction, the numerator of which is the
number of months such Participant served on the Board during the
Forfeiture Period (including the month during which service
terminated) and the denominator of which is the number of months in
the Forfeiture Period. The balance of Restricted Shares shall be
transferred to the Company as of the termination date. If a
participant’s service ceases as a result of the
participant’s death the restriction on transfer shall be
lifted effective on the date of the participant’s
death.
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(a)
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In conjunction with the Restricted Share grants,
the Board of Directors shall simultaneously grant each Participant
an equivalent number of book value units ("Book Units"). The
aggregate number of Book Units granted hereunder after February 7,
2007 shall not exceed 20,000 units, as adjusted for splits and
stock divid
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