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EXHIBIT
10.01
THE STEAK N SHAKE COMPANY
EMPLOYEE
STOCK OPTION AGREEMENT
THIS
AGREEMENT, made this 12 th
day of April, 2008 by and between THE STEAK N SHAKE COMPANY,
an Indiana corporation with its principal office at 36 South
Pennsylvania Street, Indianapolis, Indiana (the "Company")
and
("Grantee") pursuant to the terms, conditions and
limitations contained in the Company's 2008 Equity Incentive
Plan (the "Plan").
WHEREAS,
in the interests of affording an incentive to the Grantee to
give his/her best efforts to the Company as a key employee,
the Company wishes to provide that the Grantee shall have an
option to buy shares of the common stock ("Common Stock") of
the Company:
NOW,
THEREFORE, it is hereby mutually agreed as
follows:
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1.
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Grant of Options . The Company hereby grants to
the Grantee the right and option to purchase, on the terms and
conditions hereinafter set forth, all or any part of an aggregate
of
shares (hereinafter called "Subject Shares") of the presently
authorized, but unissued, or treasury Common Stock of the Company
at a purchase price of $7.48 per share, exercisable in
whole or in part from time to time subject to the limitation that
no option may be exercised with respect to fewer than one hundred
(100) shares unless there are fewer than one hundred (100) shares
then subject to purchase hereunder, in which event any exercise
must be as to all such shares and subject to the further limitation
that the options represented by this Agreement shall be exercisable
only at such times and in such amounts as are set forth on Schedule
I, attached hereto and made a part hereof. The option
shall expire as to all Subject Shares on the tenth anniversary date
of this Agreement if not exercised on or before such
date.
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2.
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Regulatory Compliance . This option may not be
exercised until all applicable federal and state securities
requirements pertaining to the offer and sale of the securities
issued pursuant to the Plan have been met and the Company has been
advised by counsel that all applicable requirements have been
met.
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3.
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Exercise of Options . Subject to the limitation
specified in Section 2 and Schedule I hereof, the Grantee may from
time to time exercise this option by delivering a written notice of
exercise and subscription agreement to the Secretary of the Company
specifying the number of whole shares to be purchased, accompanied
by payment in cash, by certified check, or bank cashier's check, of
the aggregate option price of such number of shares; provided,
however, that the Grantee may make payment in the form of delivery
to the Company of Common Stock of the Company owned by the Grantee,
the fair market value of which equals the aggregate option price,
or by payment partially in cash and partially in Common Stock of
the aggregate option price. For this purpose, any shares
so tendered by the Grantee shall be deemed to have a fair market
value equal to the closing sales price for the shares on the New
York Stock Exchange on the last trading day prior to the
exercise. Only the Grantee may exercise the option
during the lifetime of the Grantee. No fractional shares
may be purchased at any time hereunder.
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4.
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Termination of Employment . If the Grantee ceases
to be an employee of the Company or any of its subsidiaries for any
reason other than retirement, disability, or death, this option
shall forthwith terminate.
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a.
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If
the Grantee's employment by the Company or any of its subsidiaries
is terminated by reason of retirement (which means such termination
of employment as shall entitle the Grantee to benefits under the
Company's 401k Plan or any successor plan of the Company), the
Grantee may exercise any option granted hereunder (whether vested
or not under the terms hereof) in whole or in part at any time
within three months after such retirement, but not later than the
date upon which this option would otherwise expire.
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b.
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If
the Grantee ceases to be a
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