RUBY TUESDAY, INC.
NON-QUALIFIED STOCK OPTION
AWARD
THIS AWARD is made as of the Grant
Date, by RUBY TUESDAY, INC. (the "Company") to Samuel E. Beall, III
(the "Optionee"). Upon and subject to the Terms and Conditions
attached hereto and incorporated herein by reference, the Company
hereby awards as of the Grant Date to Optionee a non-qualified
stock option (the "Option"), as described below, to purchase the
Option Shares.
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A.
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Grant Date
: __________________
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B.
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Type of Option
: Non-Qualified Stock
Option.
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C.
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Plan (under which Option is
granted) : The Ruby
Tuesday, Inc. 2003 Stock Incentive Plan.
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D.
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Option Shares
: All or any part of _________
shares of the Company's common stock (the "Common Stock"), subject
to adjustment as provided in the attached Terms and
Conditions.
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E.
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Exercise Price
: $_____ per share.
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F.
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Option Period
: The Option may be exercised only
as to Vested Option Shares during the Option Period which commences
on the Grant Date and ends on the fifth (5th) anniversary of the
Grant Date or on an earlier date as described in the attached Terms
and Conditions.
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G.
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Vested Option Shares
: All Option Shares become Vested
Option Shares on ________________, provided that the Optionee
remains in the continuous employ of the Company or any affiliate
until such date. All or a portion of the Option Shares may become
Vested Option Shares on an earlier date as provided in the attached
Terms and Conditions.
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H.
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Acknowledgement by
Optionee : Optionee
acknowledges and agrees that the terms of that certain Employment
Agreement between the Company and Optionee dated June 19, 1999, as
amended by Amendment No. 1 to Employment Agreement between the same
parties dated as of January 9, 2003, as the same may be amended or
superseded hereafter (the “Employment Agreement”)
provide that, in the event that Optionee retires under the Rule of
90 under the Ruby Tuesday, Inc. Executive Supplemental Pension Plan
(“Rule of 90”), all of the Option Shares shall become
Vested Option Shares, while under the terms and conditions of this
Award, in order for Option Shares to become Vested Option Shares at
retirement, the Optionee’s age and years of Continuous
Service (as defined in the Ruby Tuesday, Inc. Executive
Supplemental Pension Plan) must equal or exceed the sum of
ninety-three (“Rule of 93”). However, for good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Optionee expressly waives his rights to
receive a full vesting of the Option Shares in the event Optionee
retires under the Rule of 90 and further agrees that he must meet
the Rule of 93 in order to receive an earlier full vesting of
Option Shares at retirement.
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IN WITNESS WHEREOF, the Company and
Optionee have signed this Award as of the Grant Date set forth
above.
Ruby Tuesday, Inc.
TERMS AND
CONDITIONS
TO THE
RUBY TUESDAY, INC.
NON-QUALIFIED STOCK OPTION
AWARD
1.
Exercise of Option
. Subject to the provisions
provided herein or in the Award made pursuant to the Ruby Tuesday,
Inc. 2003 Stock Incentive Plan, the Option may be exercised with
respect to all or any portion of the Vested Option Shares at any
time during the Option Period by the delivery to the Company, at
its principal place of business, of:
(a) a written notice of exercise in substantially
the form attached hereto as Exhibit 1, which shall be actually
delivered to the Company prior to the date upon which Optionee
desires to exercise all or any portion of the Option;
(b) payment to the Company of the Exercise Price
multiplied by the number of shares being purchased (the
"Purchase Price") as provided in Section 4; and
(c) payment of the tax withholding liability as
provided in Section 5.
Upon acceptance of such notice and
receipt of payment in full of the Purchase Price and the
withholding liability, the Company shall cause to be issued a
certificate representing the Option Shares purchased.
2.
Early Expiration of Option
Period . The Option
Period commences on the Grant Date and, with respect to Vested
Option Shares, generally ends on _________, 2012. However, with
respect to Vested Option Shares, the Option Period shall expire on
any one of the earlier dates that may arise, as described
below:
(a) in the event of Optionee’s involuntary
Termination of Employment without Cause (as defined in the
Employment Agreement) (i) the Option Period with respect to any
Option the vesting of which is solely attributed to such
Termination of Employment shall expire ninety (90) days following
that Termination of Employment, and (ii) the Option Period with
respect to any Option the vesting of which occurred prior to such
Termination of Employment shall expire one (1) year following that
Termination of Employment; and
(b) in the event of Optionee’s involuntary
Termination of Employment with Cause (as defined in the Employment
Agreement), the Option Period shall expire fifteen (15) days
following that Termination of Employment.
The events described above identify
the potential events which will cause an earlier expiration of the
Option Period and, in the event that a period described above would
extend the Option Period beyond the fifth (5 th )
anniversary of the Grant Date, the Option Period shall expire on
the fifth (5 th ) anniversary of the Grant
Date.
In the event of Optionee’s
voluntary Termination of Employment and before the Option Shares
become Vested Option Shares, or Optionee’s involuntary
Termination of Employment for Cause (as defined in the Employment
Agreement) and before the Option
Shares become Vested Option Shares,
this Option shall expire immediately upon such event without
becoming exercisable .
3.
Vested Option Shares
. Option Shares become Vested
Option Shares on __________________. All of the Option Shares will
become Vested Option Shares on an earlier date as
follows:
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(b)
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Disability (as defined in the
Employment Agreement);
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(c) in the event the Optionee retires and his age
and years of Continuous Service (as defined in the Ruby Tuesday,
Inc. Executive Supplemental Pension Plan) then equal or exceed the
sum of ninety-three (93);
(d) a Change in Control (as defined in the
Employment Agreement) as of a date specified by the Compensation
and Stock Option Committee prior to the occurrence of the Change in
Control; or
(e) involuntary Termination of Employment without
Cause (as defined in the Employment Agreement).
Except as provided herein, the
vesting of Option Shares granted pursuant to this Award shall not
be eligible for acceleration.
4.
Purchase Price
. Payment of the Purchase Price for
all Option Shares purchased pursuant to the exercise of an Option
shall be made in cash or, alternatively, as follows:
(a) by delivery to the Company of a number of
shares of Common Stock which have been owned by the Optionee for at
least six (6) months prior to the date of the Option's exercise,
having a Fair Market Value, as determined under the Plan, on the
date of exercise either equal to the Purchase Price or in
combination with cash to equal the Purchase Price; or
(b) by receipt of the Purchase Price in cash from a
broker, dealer or other "creditor" as defined by Regulation T
issued by the Board of Governors of the Federal Reserve System
following delivery by the Optionee to the Committee of instructions
in a form acceptable to the Committee regarding delivery to such
broker, dealer or other creditor of that number of Option Shares
with respect to which the Option is exercised; provided, however,
any such cashless exercise must be effected in a manner consistent
with the restrictions of Section 13(k) of the Securities Exchange
Act of 1934 (Section 402 of the Sarbanes-Oxley Act of
2002).
5.
Withholding
. The Optionee must pay to the
Company the full amount of the federal, state and local tax
withholding obligation arising from the exercise of the
Option.
(a) The tax withholding liability may be paid in
cash, or, alternatively, as follows:
(i)
by the Optionee making a Withholding
Election on or prior to the date on which the amount of tax
required to be withheld is determined (the "Tax Date") to reduce
the number of Option Shares to be issued upon exercise by the whole
number of shares of Common Stock having a Fair Market Value equal
to the amount of withholding tax;
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(ii)
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by the Optionee making a Withholding
Election and delivering to the Company before the Tax Date a whole
number of shares of Common Stock that the Optionee has owned for at
least six (6) months having a Fair Market Value equal to the amount
of withholding tax; or
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(iii)
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by the Optionee making a Withholding
Election prior to the Tax Date to have a broker, dealer or other
"creditor" (as defined by Regulation T issued by the Board of
Governors of the Federal Reserve System) deliver the amount of tax
withholding due in cash to the Company after the Optionee has
delivered to the Committee instructions acceptable to the Committee
regarding the delivery of the number of Option Shares being
exercised to such broker, dealer or other creditor provided,
however, that any such delivery must be effected in a manner
consistent with the restrictions of Section 13(k) of the Securities
Exchange Act of 1934 (Section 402 of the Sarbanes-Oxley Act of
2002).
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(b) A Withholding Election must be made
substantially in the form attached as Exhibit 2 and may be
made only if:
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(i)
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the Optionee delivers to the Company
a completed written Withholding Election no later than on the Tax
Date; and
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(ii)
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the Withholding Election is
irrevocable and satisfies the requirements of the exemption
provided under Rule 16b-3 of the Securities Exchange Act of
1934.
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The Committee may give no effect to
any Withholding Election.
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6.
Rights as Shareholder
. Until the stock certificates
reflecting the Option Shares accruing to the Optionee upon exercise
of the Option are issued to the Optionee, the Optionee shall have
no rights as a shareholder with respect to such Option Shares. The
Company shall make no adjustment for any dividends or distributions
or other rights on or with respect to Option Shares for which the
record date is prior to the issuance of that stock certificate,
except as the Plan or this Award otherwise provides.
7.
Restriction on Transfer of
Option . The Option
evidenced hereby is nontransferable other than by will or the laws
of descent and distribution, and shall be exercisable during the
lifetime of the Optionee only by the Optionee (or in the event of
his Disability, by his personal representative) and after his
death, only by his legatee or the executor of his
estate.
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8.
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Changes in Capitalization;
Merger; Reorganization .
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(a)
The number of Option Shares and the Exercise
Price shall be proportionately adjusted for any increase or
decrease in the number of issued shares of Common Stock resulting
from a subdivision or combination of shares or the payment of an
ordinary stock
