Exhibit 10(b)
AMENDMENT TO DEFERRED
COMPENSATION AGREEMENTS
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors
of Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Deferred Compensation Agreements heretofore entered
into by Luby's Cafeterias, Inc. with James I. Dove, Jerry Eldredge,
Ralph Erben, John B. Lahourcade, and William E. Robson are hereby amended
by adding to each Agreement a new Section 14 reading as follows:
14. Company. The term "Company" as used in this Agreement
means Luby's Cafeterias, Inc. and its subsidiaries and any other
business entities in which Luby's Cafeterias, Inc., directly or
indirectly, owns 50% or more of the capital or profit interest.
Exhibit 10(d)
AMENDMENT TO ANNUAL INCENTIVE
PLAN FOR AREA VICE PRESIDENTS
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors
of Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Annual Incentive Plan for Area Vice Presidents is
hereby amended by adding thereto a new Section 9 reading as follows:
9. Company. The term "Company" as used in this Plan means
Luby's Cafeterias, Inc. and any Affiliate of Luby's Cafeterias,
Inc. The term "Affiliate" as used herein means a subsidiary of
Luby's Cafeterias, Inc., or other business entity in which Luby's
Cafeterias, Inc., directly or indirectly, owns 50% or more of the
capital or profit interest which, with the consent of Luby's
Cafeterias, Inc., adopts this Plan.
Exhibit 10(f)
AMENDMENT TO INCENTIVE BONUS
PLAN OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors of
Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That Section 3 of the Incentive Bonus Plan is hereby amended
to read as follows:
3. Participation. The Committee shall select from time to
time the Participants from among the full-time salaried employees of
the Company and its Affiliates. The term "Affiliate" shall mean a
subsidiary of Luby's Cafeterias, Inc. or other business entity in
which Luby's Cafeterias, Inc., directly or indirectly, owns 50% or
more of the capital or profit interest which, with the consent of
Luby's Cafeterias, Inc., has adopted this Plan. Participants shall
be those employees who, in the opinion of the Committee, have the
capacity for contributing in a substantial measure to the successful
performance of the Company and its subsidiaries. In determining the
size of bonus awards, the Committee may take into account the
Participant's level of responsibility, rate of compensation, and
such other criteria as it deems appropriate. In addition, the
Committee may adjust any bonus award when the Committee, in its
discretion, shall determine that individual circumstances so
warrant.
AND BE IT FURTHER RESOLVED: That the Incentive Bonus Plan is hereby
amended by adding thereto a new Section 12 reading as follows:
12. Earnings Per Share. Whenever the audited financial
statements of Luby's Cafeterias, Inc. are presented on a
consolidated basis, the term "earnings per share" as used herein
shall mean earnings per share of common stock of Luby's Cafeterias,
Inc. as reflected in the audited consolidated financial statements
of Luby's Cafeterias, Inc. and its subsidiaries.
Exhibit 10(h)
AMENDMENT TO PERFORMANCE UNIT PLAN
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors of
Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That Section 2(a) of the Performance Unit Plan is hereby
amended to read as follows:
2(a) "Affiliate" shall mean any subsidiary of Luby's
Cafeterias, Inc. or any other business entity in which Luby's
Cafeterias, Inc., directly or indirectly, owns 50% or more of the
capital or profit interest, which, with the consent of Luby's
Cafeterias, Inc., has adopted this Plan.
AND BE IT FURTHER RESOLVED: That Section 3 of the Performance Unit Plan
is hereby amended to read as follows:
3. Administration. The Plan shall be administered by the
Committee. A member of the Committee shall not be eligible, while
a member, to receive an award under the Plan. The Committee shall
(i) select the Participants, (ii) establish and adjust Performance
Goals and the duration of the Performance Cycle, (iii) determine
the size of the awards, (iv) establish and adjust the ranges of
achievement for the calculation of Performance Factors, and (v)
establish from time to time regulations and make all determinations
deemed necessary or advisable for the administration of the Plan.
AND BE IT FURTHER RESOLVED: That Section 6 of the Performance Unit Plan
is hereby amended to read as follows:
6. Performance Goals. The Committee shall establish long-term
Performance Goals for the Performance Cycle to measure the
Company's progress toward the attainment of long-term goals set for
the cycle. Performance Goals may be based upon financial criteria,
such as Market Price of the Common Stock or other objective
measures of financial performance of the Company or the Company and
its consolidated subsidiaries, or may be based upon the performance
of a division or operating unit of the Company or upon individual
Participant performance. During the Performance Cycle, the
Committee shall have authority to adjust the Performance Goals in
such manner as it deems appropriate in recognition of extraordinary
or nonrecurring events, changes in the Company's business mix or
long-term economic prospects, changes in applicable accounting
rules or principles or in the Company's methods of accounting, or
changes in applicable law.
Exhibit 10(k)
AMENDMENT TO MANAGEMENT
INCENTIVE STOCK PLAN
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Compensation Committee
of the Board of Directors of Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Management Incentive Stock Plan be amended to change
the definition of the Company in Section 2 to read as follows:
"Company" means Luby's Cafeterias, Inc. and any subsidiary of
Luby's Cafeterias, Inc. and any other business entity in which
Luby's Cafeterias, Inc., directly or indirectly, owns 50% or more
of the capital or profit interest, which, with the consent of Luby's
Cafeterias, Inc., has adopted the Plan.
Exhibit 10(m)
AMENDMENT TO NONEMPLOYEE DIRECTOR
DEFERRED COMPENSATION PLAN
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors of
Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Nonemployee Director Deferred Compensation Plan is
hereby amended by adding thereto a new Section 11 reading as follows:
11. Employee. The term "employee" or "employees" of the
Company, as used herein, shall mean a person or persons employed by
Luby's Cafeterias, Inc. or by a subsidiary of Luby's Cafeterias,
Inc. or by any other business entity in which Luby's Cafeterias,
Inc., directly or indirectly, owns 50% or more of the capital or
profit interest.
Exhibit 10(o)
AMENDEMENT TO NONEMPLOYEE DIRECTOR
STOCK OPTION PLAN
OF LUBY'S CAFETERIAS, INC.
The following resolution was duly adopted by the Board of Directors
of Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That the Nonemployee Director Stock Option Plan is hereby
amended by adding thereto a new Section 19 reading as follows:
19. Employee. The term "employee" or "employees" of the
Company, as used herein, shall mean a person or persons employed by
Luby's Cafeterias, Inc. or by a subsidiary of Luby's Cafeterias,
Inc. or by any other business entity in which Luby's Cafeterias,
Inc., directly or indirectly, owns 50% or more of the capital or
profit interest.
Exhibit 10(r)
AMENDMENT TO SUPPLEMENTAL
EXECUTIVE RETIREMENT PLAN
OF LUBY'S CAFETERAIS, INC.
The following resolution was duly adopted by the Board of Directors of
Luby's Cafeterias, Inc. on January 14, 1997:
RESOLVED: That Section 1.12 of the Supplemental Executive Retirement
Plan (SERP) of Luby's Cafeterias, Inc. is hereby amended to read as
follows:
1.12. "Employer" means Luby's Cafeterias, Inc. and any
Affiliate which, with the consent of Luby's Cafeterias, Inc., has
adopted this Plan.
Exhibit 10(t)
RETIREMENT AGREEMENT
This Agreement, made and entered into as of the 17th day of March, 1997,
by and between LUBY'S CAFETERIAS, INC. ("Luby's"), a Delaware corporation, and
RALPH ERBEN ("Erben"), witnesseth:
1. Retirement and Resignation. Erben elects to retire after 37 years of
service with Luby's and its affiliates. Erben hereby resigns as an officer
and director of Luby's and its affiliates, effective as of March 17, 1997; and
Luby's hereby accepts such resignation. Erben hereby resigns as an employee
of Luby's Restaurants Limited Partnership, effective as of March 17, 1997;
and Luby's accepts such resignation on behalf of the partnership.
2. Salary Payment. Luby's shall cause Luby's Restaurants Limited
Partnership to pay to Erben, on April 1, 1997, his regular salary for the full
month of March, 1997, subject to withholding as required by law; and Erben
accepts such payment as constituting the remaining salary to which he is
entitled.
3. Severance Payment. In recognition of Erben's many years of service
and his valuable contributions to the company, Luby's agrees to pay to Erben,
upon the signing of this Agreement, a lump-sum severance payment in the amount
of $550,000.00, subject to withholding as required by law; and Erben accepts
such payment in full satisfaction of any claims which he may have with regard
to termination of his employment.
4. Deferred Compensation Payment. The Deferred Compensation Agreement
dated October 8, 1979, between Cafeterias, Inc. (a predecessor of Luby's) and
Erben, providing for certain retirement benefits, is hereby terminated and
canceled. In lieu of the retirement benefits which would have been payable
under said Deferred Compensation Agreement, Luby's shall pay to Erben, upon
the signing of this Agreement, a lump-sum payment in the amount of
$220,000.00, subject to withholding as required by law. Erben accepts such
payment in full satisfaction of the benefits to which he would otherwise have
been entitled under said Deferred Compensation Agreement.
5. Benefit Plans. Erben shall be entitled, at his option, to continue
his coverage under Luby's major medical and hospitalization insurance plan at
his own expense, to the extent required by applicable law and as permitted
by the plan. Erben shall be entitled to receive any benefits to which he
is entitled under the terms of stock options and performance awards granted
to him pursuant to Luby's Management Incentive Stock Plan in accordance with
the provisions of such plan and his stock options and performance awards.
6. Non-solicitation. Erben agrees that, for a period of five years from
the date of this Agreement, he will not, directly or indirectly, solicit any
employee of Luby's or its subsidiaries or affiliates to accept employment by
any other company, firm or enterprise.
7. Effect. This Agreement contains the entire understanding and
agreement of the parties with respect to Erben's retirement and resignation
and with respect to compensation and benefits to which he is entitled upon
termination of his employment.
Executed in duplicate originals as of the date first above written.
LUBY'S CAFETERIAS, INC.
By: JOHN B. LAHOURCADE
___________________
John B. Lahourcade
Chairman of the
Board and Acting
Chief Executive Officer
RALPH ERBEN
____________________
Ralph Erben