Exhibit 10(j)
LUBY'S, INC.
AMENDED AND RESTATED
NONEMPLOYEE DIRECTOR STOCK OPTION PLAN
1. Introduction. This Amended and Restated Nonemployee Director Stock
Option Plan (the "Plan") of Luby's, Inc. (the "Company"), upon approval of the
Plan by the shareholders of the Company at their 2000 annual meeting, shall
amend and restate the Nonemployee Director Stock Option Plan approved by the
shareholders of the Company on January 13, 1995, and amended by the Board of
Directors on January 14, 1997 (the "Original Plan").
2. Effectiveness. Upon approval of the Plan by the shareholders of the
Company at their 2000 annual meeting, the Plan shall become effective as of
January 1, 2000. If the Plan is not approved by the shareholders at such
meeting, it shall not become effective, and the Original Plan shall continue in
force and effect.
3. Purpose. The Purpose of the Plan is to promote the interests of the
Company and its shareholders by strengthening the Company's ability to attract
and retain the services of experienced and knowledgeable Nonemployee Directors.
To accomplish these objectives, the Plan authorizes awards of options (the
"Options") to purchase shares of the Company's common stock par value $.32 per
share ("Common Stock") to Nonemployee Directors, thereby encouraging such
directors to acquire an increased proprietary interest in the Company.
4. Administration. The Plan shall be administered by the Board of
Directors of the Company (the "Board"). The decision of the Board on any
questions concerning the interpretation or administration of the Plan shall, as
between the Company and the Option holders, be final and conclusive. The Board
may consult with counsel, who may be counsel to the Company, and shall not incur
any liability for any action taken in good faith in reliance upon the advice of
counsel.
5. Types of Options. Options granted under the Plan do not meet the
requirements of Section 422 of the Internal Revenue Code and are commonly
referred to as "nonqualified stock options."
6. Participants. Participants shall be the directors of the Company who
are not employees of the Company or a subsidiary of the Company or any other
business entity in which the Company, directly or indirectly, owns 50% or more
of the capital or profit interest ("Nonemployee Directors").
7. Shares. Subject to the adjustment provisions of Section 10, the number
of shares of Common Stock of the Company which may be issued upon exercise of
Options granted pursuant to the Plan shall not exceed 200,000 shares. If,
however, any Option granted under the Plan shall expire, terminate, or be
canceled without having been exercised in full, the unpurchased shares shall
continue to be available for purposes of the Plan. More than one Option may be
granted to the same participant.
8. Grant of Options. The Board shall select the Nonemployee Directors who
are to be granted Options under the Plan and, subject to the provisions of the
Plan, shall determine the terms, conditions, and limitations applicable to each
Option. No Nonemployee Director may receive, under the Plan, Options for more
than 5,000 shares in any 12-month period.
9. Listing and Registration. The Company, in its discretion, may postpone
the issuance and delivery of shares, upon exercise of an Option, until
completion of such stock exchange listing, or registration, or other
qualification of such shares under any federal or state law, rule, or
regulation, as the Company may consider appropriate. The Company may require
any person exercising an Option to make such representations and to furnish such
information as the Company may consider appropriate in connection with the
issuance of the shares in compliance with applicable law.
10. Adjustment Provisions. In the event the outstanding shares of Common
Stock of the Company are increased or decreased or changed into or exchanged for
a different number or kind of shares or other securities of the Company or
another corporation, through reorganization, merger, consolidation, liquidation,
recapitalization, reclassification, stock split-up, combination of shares, or
dividend payable in stock of the class which is subject to the Plan, appropriate
adjustment in the number and kind of shares as to which Options may be granted
and as to which Options or portions thereof then unexercised shall be
exercisable, and in the option price thereof, shall be made to the end that the
proportionate number of shares or other securities as to which Options may be
granted and the Option holder's proportionate interest under outstanding Options
shall be maintained as before the occurrence of such event.
11. Option Price. The option price shall be 100% of the Fair Market Value
of the shares at the time of the granting of the Option. Such Fair Market Value
shall be determined by the Board and shall be the closing price of the Common
Stock on the New York Stock Exchange on the day on which the Option is granted
or, if no sale of the Common Stock shall have been made on the Exchange on that
day, then on the next preceding day on which a sale was made.
12. Payment for Shares. Payment for shares purchased upon exercise of an
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 by delivering Common Stock of the Company having a Fair Market Value
(determined as provided in Section 11) at least equal to the option price, or a
combination of Common Stock and cash. Payment in shares of Common Stock shall
be made by delivering to the Company certificates, duly endorsed for transfer,
representing shares of Common Stock having an aggregate Fair Market Value on the
date of exercise equal to that portion of the option price which is to be paid
in Common Stock. Whenever payment of the option price would require delivery of
a fractional share, the optionee shall deliver the next lower whole number of
shares of Common Stock and a cash payment shall be made by the optionee for the
balance of the option price.
13. Terms and Exercise of Options.
(a) Term. An Option shall terminate upon the expiration of ten years
from the date the Option is granted or one year from the date the
optionee ceases to be a director of the Company, whichever first
occurs (the "Expiration Date"). In no event shall an Option be
exercised after the Expiration Date.
(b) Exercise. To the extent that an Option is exercisable, it may be
exercised by the optionee or the legal representative of the
optionee or the legal representative of the optionee's estate.
Except as provided in subsection (c) below, an Option may not be
exercised prior to the expiration of one year from the date the
Option is granted. Once an Option becomes exercisable, it may
thereafter be exercised, wholly or in part, at any time prior to
its Expiration Date.
(c) Acceleration. Upon the occurrence of any of the following events
prior to the Expiration Date of an Option, the Option shall
become immediately and fully exercisable:
(i) death of the optionee;
(ii) resignation or removal of the optionee as a director of
the Company by reason of a physical or mental impairment
which prevents the optionee from performing the duties of
his or her directorship for a period of six months or
more;
(iii) resignation of the optionee as a director of the Company
after having served at least two full terms as a director;
or
(iv) expiration of the optionee's term of office as a director
of the Company, without being reelected to the Board,
after having served at least two full terms as a director.
14. Transferability. No Option shall be assignable or transferable other
than by will or the laws of descent and distribution. During an optionee's
lifetime, only the optionee or his or her guardian or legal representative may
exercise an option.
15. Provision for Taxes. It shall be a condition to the Company's
obligation to issue or reissue shares of Common Stock upon exercise of an Option
that the optionee pay, or make provision satisfactory to the Company for payment
of, any federal or state income or other taxes which the Company is obligated to
withhold or collect with respect to the issuance or reissuance of such shares.
16. Term of Plan. Subject to the provisions of Section 18, the Plan shall
continue in effect until the maximum number of shares of Common Stock issuable
under the Plan has been issued.
17. Restrictions on Exercise. Any provision of the Plan to the contrary
notwithstanding, no Option granted pursuant to the Plan shall be exercisable at
any time, in whole or in part, (i) prior to the shares of Common Stock subject
to the Option being authorized for listing on the New York Stock Exchange or
(ii) if issuance and delivery of the shares of Common Stock subject to the
Option would be in violation of any applicable laws or governmental regulations.
18. Amendment and Termination. Subject to the limitation that the
provisions of the Plan shall not be amended more than once every six months
other than to comport with changes in the Internal Revenue Code, the Employee
Retirement Income Security Act, or the rules thereunder, the Board may at any
time amend, suspend or discontinue the Plan or alter or amend any or all Options
under the Plan to the extent permitted by law. However, no such action by the
Board may, without approval of the shareholders of the Company, alter the
provisions of the Plan so as to:
(a) increase the maximum number of shares of Common Stock that may be
issued upon exercise of Options granted under the Plan except
pursuant to Section 10;
(b) change the class of individuals eligible to receive Options under
the Plan; or
(c) effect any other amendment to the Plan for which approval of the
Company's shareholders is required by Rule 16b-3 under the
Securities Exchange Act of 1934.
19. Unfunded Plan. The Plan shall be unfunded. Neither the Company nor
the Board shall be required to segregate any assets in connection with Options
issued pursuant to the Plan. Any liability of the Company to any Nonemployee
Director with respect to an Option shall be based solely upon contractual
obligations created by the Plan and any Option agreement. No such obligation
shall be deemed to be secured by any pledge or any encumbrance on any property
of the Company.
20. Governing Law. This Plan shall be governed by, construed, and
enforced in accordance with the internal laws of the State of Delaware, and,
where applicable, the laws of the United States.