EXHIBIT 10(g)
LUBY'S CAFETERIAS, INC.
NONEMPLOYEE DIRECTOR DEFERRED COMPENSATION PLAN
1. Purpose and Effectiveness
The purpose of the Luby's Cafeterias, Inc. Nonemployee Director Deferred
Compensation Plan (the "Plan") is to assist Luby's Cafeterias, Inc. (the
"Company") in attracting and retaining the services of qualified
individuals to serve on the Board of Directors of the Company. To
accomplish these objectives, the Plan authorizes the establishment of
procedures to defer income which the individuals do not wish to receive
contemporaneously with service. The Plan shall be effective on January 1,
1995 (the "Effective Date").
2. Participants
Participants shall be directors of the Company who are not employees of
the Company (the "Nonemployee Directors"). Any Nonemployee Director shall
be eligible to participate in the Plan. A Nonemployee Director may become
a participant in the Plan by electing to defer all or a portion of his or
her director's fees in accordance with Section 3.
3. Deferral of Director Fees
(a) Deferral Election. By written notice to the Treasurer of the Company,
received by the Treasurer of the Company, or postmarked not later than
December 31 preceding the beginning of any calendar year, any
Nonemployee Director may elect to defer all or a portion of his or her
director's fees (including meeting, committee, and other fees) which
may be payable to him or her by the Company for director services
rendered during such calendar year ("Director's Fees") and to have
such deferred Director's Fees held for his or her benefit under the
terms of the Plan. Any such election must specify the amount of
deferral and time and manner of distribution, as described in
subsections (i) and (ii) below.
(i) Amount of Deferral. Subject to a minimum annual deferral of
$2,500, a participant must specify the amount of Director's Fees
which he or she chooses to defer as (A) his or her total
Director's Fees for the next year; or (B) a percentage of
his or her total Director's Fees for the next year; or
(C) a flat dollar amount not in excess of his or her total
Director's Fees. If a participant elects to defer less than
one-hundred percent of his or her Director's Fees, deferrals will
be deducted on a pro-rata basis from the payment of Director's
Fees for regularly scheduled meetings of the Board of Directors
and other regularly scheduled payments to directors.
Notwithstanding any other provisions hereof, a participant may not
defer any portion of his or her Director's Fees which is
attributable to attendance at meetings held prior to the Effective
Date.
(ii) Distribution. A participant must elect to receive the value of
the deferred Director's Fees, plus earnings thereon, in (A) a
single payment, or (B) in two or more equal annual installments,
not to exceed five such annual installments; and commencing, at
his or her election (x) thirty days following the date he or she
ceases to be a Director, or (y) on a fixed future date specified
in the written election notice, or (z) upon the participant's
attainment of age 70.
(b) Irrevocability. Deferral elections made under the Plan with respect
to any calendar year will be final and, after commencement of such
calendar year, cannot be amended or revoked in respect of Director's
Fees for services rendered during such calendar year.
4. Investment of Deferrals
(a) Individual Accounts. When a participant has elected to defer a
portion of his or her Director's Fees pursuant to Section 3, the
Company shall establish an account on its books in his or her name and
shall cause to be credited to such account as of each deferral date
the dollar amount deferred on such deferral date.
(b) No Trust Created. Notwithstanding any language to the contrary
herein, or any action taken by the Company hereunder, the Plan shall
not create or be construed to create a trust of any kind, or a
fiduciary relationship between the Company and the participant, his or
her beneficiary or any other person. Any funds which may be invested
under the Plan shall continue for all purposes to be a part of the
general funds of the Company and no person other than the Company
shall have any interest in such funds. To the extent that any person
acquires a right to receive payments from the Company under the Plan,
such right shall be no greater than the right of any unsecured general
creditor of the Company.
(c) Investment Credits. The participant's account shall be credited on
the deferral date with the dollar amount designated for deferral. At
the end of each calendar year quarterly period the participant's
account will be credited with an amount equal to three months'
interest on the average balance credited to such account during such
quarter calculated at the average interest rate of a ten-year U.S.
Treasury obligation as reported in the Wall Street Journal on the last
day of the applicable calendar year quarter. The determination of the
applicable interest-rate credit described in this subsection (c) shall
be made by the Treasurer of the Company.
5. Administration of the Plan
The Board of Directors of the Company shall administer the Plan. The
Board of Directors shall have plenary authority in its discretion to
interpret the Plan; to prescribe, amend and rescind rules and regulations
relating to it; to determine the terms of deferral agreements executed and
delivered under the Plan, including such terms and provisions as shall be
requisite in the judgement of the Board of Directors to conform to any
change in any law or regulation applicable thereto; and to make all other
determinations deemed necessary or advisable for the administration of the
Plan. The determination of the Board of Directors with respect to such
matters shall be conclusive.
6. Termination and Amendment of the Plan
The Board of Directors may at any time terminate the Plan or make such
modification or amendment of the Plan as it may deem advisable.
7. Restriction Against Assignment
The Company shall pay all amounts payable hereunder only to the person or
persons designated by the Plan as participant or beneficiary, as
appropriate, and not to any other person or corporation. No part of a
participant's account shall be liable for the debts, contracts, or
engagements of any participant, his or her beneficiaries or successors in
interest, nor shall it be subject to execution by levy, attachment or
garnishment or by any other legal or equitable proceedings nor shall any
such person have any right to alienate, anticipate, commute, pledge,
encumber, or assign any benefits or payments hereunder in any manner
whatsoever.
8. Governing Law
The 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.
9. Expenses of Administration
All costs and expenses incurred in the operation and administration of the
Plan shall be borne by the Company.
10. Merger or Consolidation
The Company agrees that it will not merge or consolidate with or sell its
assets to any other corporation or entity unless and until such
corporation or entity shall expressly assume the liabilities of the
Company to the participant under the Plan.