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EXHIBIT
10.33
10b5-1 Issuer Repurchase Instructions
Issuer
Securities Repurchase Instructions, dated June 11, 2008 (the
“Instructions”), between Nathan’s Famous,
Inc. (the “Issuer”) and Mutual Securities, Inc.
(the “Broker”).
WHEREAS ,
Issuer has
previously publicly
announced a
Securities
Repurchase Program (the “Program”) for
the repurchase
of
up to 500,000 share
s
of
its common stock, par value $0.01 per share (the “
Common
Stock ”)
;
WHEREAS,
as
part of the Program for the repurchase
of
its Common Stock, Issuer desires to implement the
instructions set
forth herein (the
“Instructions”) ;
and
WHEREAS ,
Issuer desires to appoint Broker as its single broker to repurchase
shares of Common Stock on its behalf in accordance with these
Instructions and the Program;
NOW, THEREFORE ,
the Issuer and Broker hereby agree as follows:
1.
Trading Requirements
(a)
Broker
shall effect a repurchase (each a “Purchase”) of
shares of Common Stock on
each day on which the Nasdaq Global Market
(“Nasdaq”) is open for trading at a price not in
excess of the price per share limitations set forth in Exhibit
A to this Agreement .
(b)
Broker
shall purchase shares of Common Stock on the open Nasdaq
market or in block purchases, subject to the (i) price per
share and volume limitations set forth in Exhibit A to this
Agreement, (ii) the termination provisions for these
Instructions as set forth in Section 2 below, and (iii) any
other limitation as set forth in these
Instructions.
2.
Effective Date/Termination .
The Instructions shall become effective as of June
16,
2008,
and shall terminate upon the earlier of:
(a)
June
15, 2009;
(b)
such
time as the aggregate purchase price for all shares of Common
Stock purchased under these Instructions equals Six Million
Dollars ($6,000,000.00), including without limitation all
applicable fees, costs and expenses;
(c)
the
receipt of written notice from the Issuer requesting the
termination of the Instructions; provided that Issuer may
request termination under this subsection 2(c) whenever a
failure to do so would cause or contribute to, or allow or
contribute to the continuation of, a breach of a covenant or
obligation of Issuer in connection with any obligation other
than those arising solely under these Instructions;
or
1
(d)
any
time any trade contemplated hereunder shall result in a
violation of, or adverse consequences under, applicable
securities laws.
3.
Representations and Warranties.
(a)
Issuer
represents and warrants that the Purchase of Common Stock
pursuant to these Instructions has been duly authorized by the
Issuer and is consistent with the Issuer’s
Program.
(b)
Issuer
understands that Broker may not be able to effect a Purchase
due to a market disruption or a legal, regulatory or
contractual restriction applicable to the Broker, in contrast
with an exercise of discretion by Broke
