EXHIBIT 10(b)
BRINKER INTERNATIONAL, INC.
1991 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS AND CONSULTANTS
INTRODUCTION
The Board of Directors and Shareholders of Brinker
International, Inc. (the "Company") adopted a program for
granting non-qualified stock options to non-employee directors
and consultants which is formalized by the following Stock Option
Plan for Non-Employee Directors and Consultants (the "Plan"):
1. PURPOSE. The purpose of the Plan is to provide
directors of the Company who are not employees of the Company or
its subsidiaries and certain consultants and advisors with a
proprietary interest in the Company through the granting of
options which will:
a. increase their interest in the Company's
welfare;
b. furnish them an incentive to continue their
services for the Company; and
c. provide a means through which the Company may
attract able persons to serve on its Board of Directors
and act as consultants or advisors.
2. ADMINISTRATION. The Plan will be administered by the
Committee.
3. PARTICIPANTS. The directors of the Company who are not
employees of the Company or its subsidiaries are to be granted
options under the Plan. In addition, certain Consultants may be
granted options under the Plan. Upon such grant, the optionees
will become participants in the Plan.
4. SHARES SUBJECT TO PLAN. Options may not be granted
under the Plan for more than 587,500 shares of Common Stock of
the Company, but this number may be adjusted to reflect, if
deemed appropriate by the Committee, any stock dividend, stock
split, share combination, recapitalization or the like, of or by
the Company. Shares to be optioned and sold may be made
available from either authorized but unissued Common Stock or
Common Stock held by the Company in its treasury. Shares that by
reason of the expiration of an option or otherwise are no longer
subject to purchase pursuant to an option granted under the Plan
may be reoffered under the Plan.
5. ALLOTMENT OF SHARES. As part of the overall
compensation for directors of the Company, each eligible
director, upon being elected to the Board of Directors, shall
receive as partial compensation for serving on the Board of
Directors (a) a grant of 20,000 stock options and (b) an annual
cash payment, at least 25% of which must be taken in the form of
stock options. If a director is being nominated for an
additional term on the Board of Directors, each such renominated
director will receive an additional grant of 10,000 stock options
at the beginning of such director's new term. A director's stock
options will be granted as of the 60th day (or if the 60th day is
not a business day, on the first business day thereafter)
following the date of the annual meeting of shareholders at which
such director was elected to the Board of Directors (or, if such
director was elected or appointed to the Board of Directors other
than at an annual meeting of shareholders), such options will be
granted as of the 60th day following the date of election or
appointment to the Board of Directors (or if the 60th day is not
a business day, on the first business day thereafter). Members
of the Board of Directors who have served on the Board of
Directors for four (4) years and are asked by the Nominating
Committee to continue to serve on the Board of Directors shall be
entitled to a grant of 10,000 stock options and the cash
compensation described in clause (b) above. The Committee shall
determine the number of shares of Common Stock to offer from time
to time by grant of options to Consultants. The grant of an
option to a Consultant shall not be deemed either to entitle the
Consultant to, or to disqualify the Consultant from,
participation in any other grant of options under the Plan. The
maximum number of shares with respect to which options may be
granted pursuant to the Plan to any individual director or
consultant during any fiscal year of the Company may in no event
exceed 100,000.
6. GRANT OF OPTIONS. All director options under the Plan
shall be granted as provided in Section 5. All Consultant
options under the Plan shall be granted by the Committee. The
grant of options shall be evidenced by stock option agreements
containing such terms and provisions as are approved by the
Committee, but not inconsistent with the Plan. The Company shall
execute stock option agreements upon instructions from the
Committee.
7. OPTION PRICE. The option price shall be equal to the
closing price of Common Stock on the date the option is granted.
8. OPTION PERIOD. The Option Period will begin on the
effective date of the option grant and will terminate on the 10th
anniversary of that date. A director option will also terminate
at 5:00 p.m. on the date the option holder ceases to be a
director of the Company for reasons of dishonesty, whether in the
course of directorship or otherwise, or for assisting a
competitor of the Company or its subsidiary without permission,
or for interfering with the Company's relationship with a
customer, or for any similar action or willful breach of duty to
the Company (hereinafter collectively referred to as
"disloyalty"). The Committee may provide for the exercise of
director or Consultant options in installments and upon such
terms, conditions, and restrictions as it may determine. The
Committee may provide for termination of a Consultant's option in
the case of termination of Consultant status or any other reason.
9. RIGHTS IN THE EVENT OF DEATH OR DISABILITY. If a
participant dies or becomes disabled prior to termination of his
right to exercise an option in accordance with the provisions of
his stock option agreements without totally having exercised the
option, the unvested portion of the option will become
immediately vested and the option may be exercised subject to the
provisions of Section 11 hereof, (a) in the case of death, by the
participant's estate or by the person who acquired the right to
exercise the option by bequest or inheritance or by reason of
death of the participant or (b) in the case of disability, by the
participant or his personal representative.
10. PAYMENT. Full payment for the shares purchased upon
exercising an option shall be made in cash or by check at the
time of exercise, or on such other terms as are set forth in the
applicable option agreement. No shares may be issued until full
payment of the purchase price therefor has been made, and a
participant will have none of the rights of a stockholder until
shares are issued to him.
11. EXERCISE OF OPTION.
a. Options granted under the Plan to directors
may be exercised during the Option Period, at such
times, in such amounts, in accordance with such terms
and subject to such restrictions as are determined by
the Committee and set forth in the applicable stock
option agreements. Except as provided in the fourth
and fifth sentences of Section 5 and in Section 9,
director options shall be exercisable in the following
cumulative installments:
i. Up to one-third of the total
optioned shares at any time after the second
anniversary of the effective date of grant if
the holder is still a director on such
anniversary date;
ii. Up to an additional one-third
of the total optioned shares at any time
after the third anniversary of the effective
date of grant if the holder is still a
director on such anniversary date; and
iii. Up to an additional one-third
of the total optioned shares at any time
after the fourth anniversary of the effective
date of grant if the holder is still a
director on such anniversary date.
Notwithstanding the foregoing, if a director retires
from the Board of Directors after serving a four year
term, any options granted to such director during his
term on the Board of Directors shall be exercisable on
the previously referenced anniversary dates even though
such director may not be serving on the Board of
Directors as of such anniversary date.
b. Options granted to Consultants under the Plan
may be exercised during the Option Period, at such
times, in such amounts, in accordance with such terms
and subject to such restrictions and vesting
requirements as are determined by the Committee and set
forth in the applicable stock option agreements.
c. The Committee shall provide in stock option
agreements that, notwithstanding the grant of an option
requiring the exercise thereof in periodic
installments, the total number of options granted may
be exercisable, at the election of the holder, upon a
material change in control of the voting securities of
the Company. For purposes hereof, a material change in
control of the voting securities of the Company shall
be deemed to include, but not necessarily be limited
to, the dissolution or liquidation of the Company, a
merger of the Company into, or acquisition of the
Company by, another entity, the sale or conveyance of
all or substantially all of the assets of the Company,
the acquisition of a majority of the voting securities
of the Company by any person or entity or group of
affiliated persons or entities, or any other event as
determined by the Committee.
12. CAPITAL ADJUSTMENTS AND REORGANIZATIONS. The number of
shares of Common Stock covered by each outstanding option granted
under the Plan and the option price may be adjusted to reflect,
as deemed appropriate by the Committee, any stock dividend, stock
split, share combination, exchange of shares, recapitalization,
merger, consolidation, separation, reorganization, liquidation,
or the like, of or by the Company.
13. NON-ASSIGNABILITY. Options may not be transferred
other than by will or by the laws of descent and distribution.
During a participant's lifetime, options granted to a participant
may be exercised only by the participant.
14. INTERPRETATION. The Committee shall interpret the Plan
and shall prescribe such rules and regulations in connection with
the operation of the Plan as it determines to be advisable for
the administration of the Plan. The Committee may rescind and
amend its rules and regulations.
15. AMENDMENT OR DISCONTINUANCE. The Plan may be amended
or discontinued by the Board of Directors of the Company without
the approval of the stockholders of the Company, except that any
amendment that would (a) materially increase the benefits
accruing to participants under the Plan, (b) materially increase
the number of securities that may be issued under the Plan, or
(c) materially modify the requirements of eligibility for
participation in the Plan must be approved by the stockholders of
the Company. In addition, to the extent that an amendment would
affect director options, the Plan shall not be amended more than
once every six (6) months, other than to comport with changes in
the Internal Revenue Code of 1986, as amended, the Employee
Retirement Income Security Act of 1974, as amended, or the rules
thereunder.
16. EFFECT OF PLAN. Neither the adoption of the Plan nor
any action of the Committee shall be deemed to give any director
or Consultant any right to be granted an option to purchase
Common Stock of the Company or any other rights except as may be
evidenced by the stock option agreement, or any amendment
thereto, duly authorized by the Committee and executed on behalf
of the Company and then only to the extent and on the terms and
conditions expressly set forth therein.
17. TERM. Unless sooner terminated by action of the
Committee, this Plan will terminate on May 14, 2001. The
Committee may not grant options under the Plan after that date,
but options granted before that date will continue to be
effective in accordance with their terms.
18. DEFINITIONS. For the purpose of this Plan, unless the
context requires otherwise, the following terms shall have the
meanings indicated:
a. "Committee" means the Executive Committee of
the Board of Directors of the Company;
b. "Common Stock" means the Common Stock which
the Company is currently authorized to issue or may in
the future be authorized to issue (as long as the
common stock varies from that currently authorized, if
at all, only in amount of par value);
c. "Company" means Brinker International, Inc.,
a Delaware corporation;
d. "Consultant" means a consultant or advisor
who is not an officer, director, or ten percent (10%)
stockholder of the Company within the meaning of 16 of
the Securities Exchange Act of 1934 and who renders
bona fide services to the Company or a subsidiary of
the Company otherwise than in connection with the offer
or sale of securities in a capital-raising transaction;
e. "Option Period" means the period during which
an option may be exercised;
f. "Plan" means this Stock Option Plan for Non-
Employee Directors and Consultants, as amended from
time to time; and
g. "Subsidiary" means any corporation in an
unbroken chain of corporations beginning with the
Company if, at the time of the granting of this option,
each of the corporations other than the last
corporation in the unbroken chain owns stock possessing
fifty percent (50%) or more of the total combined
voting power of all classes of stock in one of the
other corporations in the chain, and "Subsidiaries"
means more than one of any such corporations.