LUBY’S,
INC.
INCENTIVE STOCK
OPTION
GRANTED UNDER LUBY’S
INCENTIVE STOCK PLAN
Name of
Employee: _________________________________
Date of Grant:
_____________________________________
Number
of Option
Shares: ____________________________
Option
Price per
Share: ______________________________
THIS OPTION is
granted on the above date (the "Date of Grant") by Luby's, Inc.
(the "Company") to the person named above (the "Employee"), upon
the following terms and conditions:
1.
Grant of
Option. The Company
grants to the Employee an option to purchase, on the terms and
conditions stated herein, the number of shares specified above (the
"Option Shares") of the Company's Common Stock, par value $0.32 per
share (“Common Stock”) at the Option Price specified
above.
2 .
Type of
Option. This Option
is granted under the Luby’s Incentive Stock Plan (the "Plan")
and shall be subject to all applicable provisions of the Plan, as
it may be amended from time to time. This Option is an "incentive
stock option" as defined in Section 422 of the Internal Revenue
Code and is intended to conform to the requirements of Section 422
of the Internal Revenue Code and to the provisions of the Plan. The
terms "parent corporation" and "subsidiary corporation" have the
meanings given to them by Section 424 of the Internal Revenue Code.
All section references to the Internal Revenue Code are intended to
include any future amendments or substitutions therefor in the
Code.
3.
Continuous
Employment. This
Option may be exercised by the Employee only if, at all times from
the Date of Grant to the date of such exercise, the Employee was an
employee of the Company or a parent or subsidiary of the Company or
another corporation referred to in Section 422 of the Internal
Revenue Code, unless such continuous employment is terminated by
such employer, or by retirement, or by disability, or is otherwise
terminated with the written consent of the employer. If such
continuous employment is so terminated, this Option may be
exercised, to the extent the Option was exercisable on the date of
termination of employment, within one year after such termination
of employment, but in no event later than the termination date of
this Option. Termination of 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. Retirement means retirement on or after the Employee's
65th birthday. Disability means a disability which qualifies the
Employee for benefits under a long-term disability program
maintained by the Company or a subsidiary of the
Company.
4.
Death of
Employee. If the
Employee dies at a time when any portion of this Option is
exercisable by him, this Option may be exercised as to such portion
within one year after the date of death, by the person or persons
to whom his rights under this Option shall have passed by will or
by the laws of descent and distribution, but in no event later than
the termination date of this Option.
5.
Period of Option and Right
to Exercise. The
term of this Option is six years from the Date of Grant. The
termination date of this Option is the day preceding the sixth
anniversary of the Date of Grant. This Option may not, in any
event, be exercised prior to the first anniversary of the Date of
Grant or subsequent to the expiration date of this Option. Subject
to the provisions of paragraphs 3 and 4 above, this Option shall
become exercisable as to one-fourth of the total number of Option
Shares on each succeeding anniversary of the Date of Grant. Once
the right to purchase shares has accrued, such shares may
thereafter be purchased at any time, or in part from time to time,
until the expiration date of this Option, subject to the provisions
of paragraphs 3 and 4 above and paragraph 6 below. In no case may
this Option be exercised for a fraction of a share.
6.
Payment for
Shares. Payment for
shares purchased upon exercise of this Option shall be made in full
at the time of exercise of the Option. No loan shall be made or
guaranteed by the Company for the purpose of financing the purchase
of any optioned shares. Payment of the Option Price shall be made
in cash or may be made by delivering Common Stock of the Company
having a fair market value at least equal to the Option Price, or a
combination of Common Stock and cash. Such fair market value shall
be determined by the closing price of the Common Stock on the New
York Stock Exchange on the date on which this Option is exercised
or, if no sale of the Common Stock shall have been made on the
Exchange on that day, then on the next following day for which
there is a reported sale.
