Exhibit 10.45
COLLINS FOODS SHARE OPTION PLAN
OF
COLLINS FOODS GROUP PTY LTD
ACN 009 937 900
INTRODUCTION
Collins Foods Group Pty Ltd (the Company) wishes to establish the Collins Foods
Share Option Plan (the Plan), as an incentive for members of the Senior
Management Group and the Selected Employees to remain fully committed to the
Company. Participation in the Plan is intended to increase opportunities to
share in the future growth, prosperity and profitability of the Company on the
basis set out below.
DEFINITIONS
As used in this Plan, the following terms shall have the meanings indicated:-
Allocated Proportion means, with respect to any AMG Member, the proportionate
number of shares appearing next to each person's name in Exhibit A to this Plan.
Australian Management Group (AMG) consists of the Senior Management Group and
the Selected Employees and AMG Member refers to any individual specified herein
as a member of any such group.
AMG Option Date means August 21, 2003, or such earlier date after the
Commencement Date on which a Trigger Event occurs.
AMG Option Exercise Date means the date or dates not before the AMG Option Date
and not after August 20, 2004 on which Options are exercised by AMG Members.
Business means the KFC Restaurant business in Queensland and the Sizzler
Restaurant business in Australia, which are conducted by the subsidiaries of the
Company.
Collins Foods Share Option Plan means the plan which has been adopted by the
Company pursuant to which AMG Members will have the opportunity to exercise
Options for the purchase of shares in the Company.
Commencement Date means August 21, 2000.
Directors means the Directors of the Company as appointed from time to time, but
as at the Commencement Date means Kevin Perkins, Lynne Grace and James Ryan.
Dollar or $ sign references in this Plan refer to Australian dollars.
Effective Date means the Commencement Date, notwithstanding the actual date of
issue of the Options under this Plan.
Nominated Value means the market value of shares in the Company as advised by
the Chief Financial Officer of SII to any relevant AMG Member or his
representatives within 30 days of the occurrence of a Termination Event. If the
AMG Member does not agree with the Nominated Value advised by SII, the Member
may at his own cost arrange for preparation of a valuation of the Option Shares
as at the Termination Date. In that event, the Nominated
Value shall be the average of the value specified by SII and the value certified
by the AMG Member's valuer.
Option or Options means the option or options to buy shares in the Company which
are granted to AMG under the provisions of this Plan.
Option Cancellation Amount means the Nominated Value of the Option Shares as if
exercised by the AMG Member on the date of a relevant Termination Event, less
the Strike Price shown on the corresponding Option Certificate.
Option Certificate means a document in the format set out in Exhibit C
certifying that the AMG Member named in the Certificate is the holder of the
relevant Option.
Option Shares means any shares in the Company that may be issued to or acquired
by an AMG Member upon the exercise of an Option.
RCI means Restaurant Concepts International, Inc., a Nevada corporation which is
the current holder of all of the issued shares in the Company.
Selected Employees means those district managers and head office personnel as
are selected by the Senior Management Group to participate in AMG.
Senior Management Group means Kevin Perkins, Lynne Grace, James Ryan, Simon
Perkins, Ross Brown, John Hands, Pam Martin, James Misakian, David Nash and
Jeremy Ryland.
Shareholders' Agreement means a shareholders' agreement substantially in the
form attached to this Plan as Exhibit B.
SII means Sizzler International, Inc., the ultimate parent company of RCI and
the Company.
SII Share Qualification means the requirement to invest in restricted stock of
SII on the basis referred to in detail in the Collins Foods Share Option Plan.
Strike Price means the price at which any Option may be exercised. The Strike
Price to be inserted in each Option Certificate will be $1.00 multiplied by the
Number of Options shown on each Option Certificate.
Termination Event means, with respect to any individual AMG Member, any of the
following occurrences:
(a) the death of the Member;
(b) termination by the employer of the Member's employment due to permanent
disablement;
(c) termination by the employer of the Member's employment as a result of a
bona fide redundancy;
(d) a declaration of the Member's bankruptcy.
Trigger Date means the earliest date on which a Trigger Event takes place.
Trigger Event means either of the following:
(a) A change in control of the Company (other than as a result of any change in
the beneficial ownership of SII itself) as the result of a transaction
where shares
representing 50% or more of the voting power of the Company are transferred
to an entity which is not affiliated with SII, otherwise than for the
purposes of an internal corporate restructure; or
(b) A sale of all or substantially all the Company's business assets, otherwise
than for the purposes of an internal corporate restructure
but does not include reference to a collateralisation of the Business or a
charge over the Company's stock as part of a bona fide financing or refinancing
transaction.
TERMS AND CONDITIONS
The Options will be issued by the Company on the following terms and
conditions:-
1. ELIGIBILITY
1.1 Membership of the Plan will be restricted to the AMG Members nominated in
Exhibit A. Each of the AMG Members will be entitled to participate in the
Plan to the extent of their individual Allocated Proportions, subject to
compliance with the SII Share Qualification.
1.2 Membership of the Plan will only be available to AMG Members who agree,
prior to the issue of an Option, to be contractually bound by the Terms and
Conditions of this Plan, including the provisions of the Shareholders'
Agreement.
2. ISSUE OF OPTIONS
2.1 Options will be issued under this Plan at the sole discretion of the
Directors to the AMG Members specified in Exhibit A. Each Option will
entitle the participant to subscribe for the number of ordinary shares in
the Company which are identified opposite his/her name in Exhibit A. No
payment is required to be made by any AMG Member for the issue of the
Options.
3. NUMBER OF OPTIONS TO BE ISSUED
3.1 As at the Commencement Date, the Directors anticipate that Options will be
granted for the acquisition by AMG Members of 3,072,577 ordinary shares in
the Company. The number of Options on issue under this Plan shall not
exceed an aggregate of options for the acquisition of 3,072,577 ordinary
shares.
3.2 Options for the acquisition of 1,384,000 ordinary shares will be issued to
the members of the Senior Management Group on the basis set out in the
Company's Stay Bonus Plan.
3.3 Options for the acquisition of 1,688,577 ordinary shares will be issued to
members of the Senior Management Group and the Selected Employees on the
basis set out in this Plan, subject to compliance with the SII Share
Qualification.
4. TRANSFERABILITY OF OPTIONS
4.1 Options issued under this Plan cannot be sold, transferred, assigned,
conveyed or pledged under any circumstances.
5. SII SHARE QUALIFICATION
5.1 With relation to the 1,688,577 Options referred to in Clause 3.3 of this
Plan, each AMG Member is required to demonstrate that the SII Share
Qualification has been met before any Option Certificate will be issued by
the Directors.
5.2 SII stock to the value of $1,000,000 will be offered to AMG Members under
the provisions of SII's 2001 AMG Restricted Stock Plan.
5.3 For every $1.00 invested in the SII stock offer, each AMG Member will
receive 1.688 Options under this Plan.
6. EXERCISE OF THE OPTIONS
6.1 Options issued under this Plan may not be exercised prior to the AMG Option
Date. The exercise price for each of the Options will be the Strike Price
nominated on each Option Certificate. (As at the Commencement Date, the
Strike Price for all Options to be issued under this Plan is estimated to
be $3,072,577.)
6.2 On the AMG Option Exercise Date, AMG Members must pay cash equivalent to
the relevant Strike Price for each of the Options which is being exercised.
AMG Members will be required to exercise any Options within 12 months after
the AMG Option Date. If any Option is not exercised within that time, the
Option will expire and have no further value whatsoever.
6.3 An AMG Member may exercise an Option to acquire a lesser number of Option
Shares than the total shown on that Member's Option Certificate but, having
done so, the right to acquire the balance of the Option Shares will be
lost. The Option must be exercised at the same time as the Member exercises
any Productivity Bonus Options held under the provisions of the Company's
Productivity Bonus Option Plan.
6.4 Each Option holder may exercise his or her Options by lodging with the
Company the following:-
(a) the Option Certificate;
(b) the signed Notice of Exercise of the Option; and
(c) the Strike Price in cash relevant to the Option exercised by the AMG
Member.
7. ALLOTMENT OF SHARES
7.1 Following the valid exercise of any Option, the Directors shall issue and
allot to the Option holder within 10 days Option Shares equivalent to the
number of shares in respect of which the Option was exercised.
8. RESTRICTIONS ON TRANSFERABILITY OF SHARES
8.1 The Option Shares will be subject to restrictions on transferability,
including but not limited to restrictions prohibiting transfer to any
person other than SII, the nominee of SII, or an AMG Member as set out in
more detail within the terms of the Shareholders' Agreement.
8.2 After the exercise of any Option, the Option Shares issued to an AMG Member
must be held by that member for not less than 6 months before the shares
can be transferred to another party.
9. TERMINATION OF OPTION
9.1 The Options granted under this Plan shall expire and terminate for each
individual AMG Member on the first to occur of:
(a) the first anniversary of the AMG Option Date;
(b) termination by the employer of the Member's employment with the
Company for cause;
(c) resignation or retirement by the Member from the employment of the
Company;
(d) a Termination Event with respect to that Member.
9.2 In the case of the events referred to in sub-paragraphs (a), (b) and (c) of
clause 9.1, the relevant AMG Member's Option Certificate will be cancelled
and no further action need be taken by any party.
9.3 If a Termination Event occurs, SII will pay the Option Cancellation Amount
to the Member (or the Member's personal representatives or Trustee in
Bankruptcy, as applicable) within 60 days of the Termination Event. On
receipt of the relevant payment, the recipient will deliver the applicable
Option Certificate to the Company for cancellation.
10. RECONSTRUCTION OF CAPITAL
10.1 It is a condition of the Options that:-
(a) in the event of any reconstruction (including consolidation,
subdivision, reduction or return) of the issued capital of the
Company, the number of Options or the Strike Price of the Options or
both, shall be reconstructed (as appropriate) in a manner which will
not result in any benefits being conferred on Option holders which are
not conferred on holders of issued shares in the capital of the
Company; and
(b) (subject to the provisions with respect to rounding of entitlements as
sanctioned by the meeting of shareholders approving the reconstruction
of capital) in all other respects the terms for the exercise of
Options shall remain unchanged.
10.2 On the occurrence of any of the events set out in this paragraph, the
Company shall request the Option holder to deliver the Option Certificate
to the Company for cancellation and shall issue a replacement Option
Certificate recording the adjusted number of Options available for
exercise.
11. SII STOCK OPTION TERMINATION AGREEMENT
11.1 Each AMG Member who is the holder of an SII Stock Option granted in June
2000 agrees to relinquish the SII Stock Option following the issue to that
member of the Option referred to in this Plan. If requested, any relevant
AMG Member will sign a Stock Option Termination Agreement relative to the
June 2000 grant of SII Stock Options.
12. AMENDMENTS TO THE PLAN
12.1 Any amendment to the terms and conditions of the Plan shall be submitted by
the Directors to a meeting of shareholders for approval by special
resolution.
13. POWERS OF THE BOARD OF DIRECTORS
13.1 The Plan shall be administered by the Directors who shall have the power
to:-
. determine appropriate procedures for administration of the Plan
consistent with the terms hereof;
. resolve conclusively all questions of fact or interpretation in
connection with the Plan;
. delegate in writing to any one or more persons for such period and on
such conditions as they may determine the exercise of any of their
powers or discretions arising under the Plan.
The COLLINS FOODS SHARE OPTION PLAN is issued under the Common Seal of COLLINS
FOODS GROUP PTY LTD by the authority of a resolution of its Directors at
Brisbane on the 30th day of March, 2001 in the presence of:-
/s/ Kevin William Perkins /s/ Heather Lynette Grace
_________________________ _____________________________
Signature of Director Signature of Director
Kevin William Perkins Heather Lynette Grace
_________________________ _____________________________
Name of Director Name of Director
EXHIBIT A - ALLOCATED PROPORTIONS
A.1 Senior Management Group
------------------------------------------ ----------------------------------------
Name No of Shares Which Option
Relates To
------------------------------------------- ---------------------------------------
Kevin Perkins 1,623,250
------------------------------------------- ---------------------------------------
Lynne Grace 215,982
------------------------------------------- ---------------------------------------
James Ryan 215,982
------------------------------------------- ---------------------------------------
Simon Perkins 140,000
------------------------------------------- ---------------------------------------
Ross Brown 106,538
------------------------------------------- ---------------------------------------
John Hands 96,666
------------------------------------------- ---------------------------------------
Pam Martin 68,084
------------------------------------------- ---------------------------------------
James Misakian 86,538
------------------------------------------- ---------------------------------------
David Nash 48,000
------------------------------------------- ---------------------------------------
Jeremy Ryland 46,133
-------------------------------------------- ---------------------------------------
A.2 Selected Employees
------------------------------------------ ----------------------------------------
Name No of Shares Which Option
Relates To
------------------------------------------ ----------------------------------------
Mark Argent 40,000 Shares
------------------------------------------ ----------------------------------------
Jim McDonald 26,067 Shares
------------------------------------------ ----------------------------------------
Richie Wood 26,067 Shares
------------------------------------------ ----------------------------------------
Mike Mothersole 26,067 Shares
------------------------------------------ ----------------------------------------
Martin Clarke 15,000 Shares
------------------------------------------ ----------------------------------------
Mick Price 26,067 Shares
------------------------------------------ ----------------------------------------
Paul Irvine 1,000 Shares
------------------------------------------ ----------------------------------------
Wayne Hargens 21,951 Shares
------------------------------------------ ----------------------------------------
Phillip Coleman 21,951 Shares
------------------------------------------ ----------------------------------------
Narelle Cordaro 10,975 Shares
------------------------------------------ ----------------------------------------
Cherie Howden 8,441 Shares
------------------------------------------ ----------------------------------------
------------------------------------------ ----------------------------------------
Name No of Shares Which Option
Relates to
------------------------------------------ ----------------------------------------
Les Stiles 2,744 Shares
------------------------------------------ ----------------------------------------
Vicki Pettinari 2,744 Shares
------------------------------------------ ----------------------------------------
Shaun Smith 2,744 Shares
------------------------------------------ ----------------------------------------
Trevor Stammers 8,441 Shares
------------------------------------------ ----------------------------------------
Sue Conquest 42,744 Shares
------------------------------------------ ----------------------------------------
Jodie Fry 2,744 Shares
------------------------------------------ ----------------------------------------
Susie Gilroy 7,744 Shares
------------------------------------------ ----------------------------------------
Renae Gelfius 4,250 shares
------------------------------------------ ----------------------------------------
EXHIBIT B - SHAREHOLDERS' AGREEMENT
EXHIBIT C - OPTION CERTIFICATE
COLLINS FOODS GROUP PTY LTD ACN 009 937 900
("COMPANY")
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OPTION CERTIFICATE
Name and address of Option Holder: __________________________________________
_____________________________________________________________________________
_____________________________________________________________________________
Issue Date: _________________________________________________________________
Number of Options: __________________________________________________________
Strike Price ________________________________________________________________
Date for Exercise of Option: Not before August 21, 2003; and
Not after August 20, 2004.
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THIS IS TO CERTIFY that the person named above is the registered holder,
subject to the constitution of the Company and the Terms and Conditions set
out in the Collins Foods Share Option Plan, a copy of which is annexed to this
Certificate, of the number of Options described above for the purchase of
fully paid ordinary shares in the Company.
THE COMMON SEAL of COLLINS )
FOODS GROUP PTY LTD is affixed as )
required by the terms of its Constitution: )
_________________________________ _____________________________
Signature of Director/Secretary Signature of Director
_________________________________ _____________________________
Name of Director/Secretary Name of Director