Exhibit 10(b)
STOCK OPTION AGREEMENT FOR THE GRANT OF
NON-QUALIFIED STOCK OPTIONS UNDER THE
PICCADILLY CAFETERIAS, INC.
1993 INCENTIVE COMPENSATION PLAN
THIS AGREEMENT is entered into as of ______________, by and between
Piccadilly Cafeterias, Inc., a Louisiana corporation ("PIC"), and
_________________________("Optionee").
WHEREAS Optionee is a key employee of PIC and PIC considers it
desirable and in its best interest that Optionee be given an inducement to
acquire a proprietary interest in PIC and an added incentive to advance the
interests of PIC by possessing a option to purchase shares of the common
stock of PIC, no par value per share (the "Common Stock") in accordance
with the Piccadilly Cafeterias, Inc. 1993 Incentive Compensation Plan (the
"Plan"), which was adopted by the Board of Directors on August 2, 1993 and
approved by the shareholders of PIC on November 1, 1993.
NOW, THEREFORE, in consideration of the premises, it is agreed by and
between the parties as follows:
I. GRANT OF OPTION
PIC hereby grants to Optionee effective ______________ (the "Date of
Grant") the right, privilege and option to purchase ___________ shares of
Common Stock (the "Option") at an exercise price of $__________ per share
(the "Exercise Price"). The Option shall be exercisable at the time
specified in Section II. below. The Option is a non-qualified stock
option and shall not be treated as an incentive stock option under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code").
II. TIME OF EXERCISE
2.1 Subject to the provisions of the Plan and the other provisions of
this Section II., the Option shall become exercisable as follows:
Immediately
2.2 The Option shall expire and may not be exercised later
than ______________.
2.3 During Optionee's lifetime, the Option may be exercised only by
him or his curator if he has been interdicted. If Optionee's employment is
terminated, other than as a result of death, disability or retirement in
good standing for reason of age, the Option shall terminate immediately,
except that the Committee may upon request permit the Option to be
exercised for a certain period after termination of employment, but in no
event later than the expiration date of the Option.
2.4 If an Optionee ceases to be an employee because of disability
within the meaning of Section 22(e)(3) of the Code or because of retirement
in good standing for reason of age, the Option must be exercised no later
than the date of expiration of the Option.
2.5 In the event of Optionee's death, the Option may be exercised by
his estate, or by the person to whom such right evolves from him by reason
of his death, to the extent otherwise exercisable, within one year from the
date of death, but in no event later than the date of expiration of the
Option.
III. METHOD OF EXERCISE OF OPTION
3.1 Optionee may exercise all or a portion of the Option by
delivering to PIC a signed written notice of his intention to exercise the
Option, specifying therein the number of shares to be purchased. Upon
receiving such notice, and after PIC has received full payment of the
Exercise Price, the appropriate officer of PIC shall cause the transfer of
title of the shares purchased to Optionee on PIC's stock records and cause
to be issued to Optionee a stock certificate for the number of shares being
acquired. Optionee shall not have any rights as a shareholder until the
stock certificate is issued to him.
3.2 The Option may be exercised by the payment of the Exercise Price
in cash, in shares of Common Stock held for six months or in a combination
of cash and shares of Common Stock held for six months. The Optionee may
also pay the Exercise Price by delivering a properly executed exercise
notice together with irrevocable instructions to a broker approved by PIC
(with a copy to PIC) to promptly deliver to PIC the amount of sale or loan
proceeds to pay the Exercise Price.
IV. NO CONTRACT OF EMPLOYMENT INTENDED
Subject to the terms of any Employment Agreement that may be in effect
from time to time, nothing in this Agreement shall confer upon Optionee any
right to continue in the employment of PIC or any of its subsidiaries, or
to interfere in any way with the right of PIC or any of its subsidiaries to
terminate Optionee's employment relationship with PIC or any of its
subsidiaries at any time.
V. BINDING EFFECT
This Agreement shall inure to the benefit of and be binding upon the
parties hereto and their respective heirs, executors, administrators and
successors.
VI. NON-TRANSFERABILITY
The Option granted hereby may not be transferred, assigned, pledged or
hypothecated in any manner, by operation of law or otherwise, other than by
will or by the laws of descent and distribution and shall not be subject to
execution, attachment or similar process.
VII. INCONSISTENT PROVISIONS
The Option granted hereby is subject to the provisions of the Plan as
in effect on the date hereof and as it may be amended. In the event any
provision of this Agreement conflicts with such a provision of the Plan,
the Plan provision shall control.
IN WITNESS WHEREOF the parties hereto have caused this Agreement to be
executed on the day and year first above written.
PICCADILLY CAFETERIAS, INC.
By: ___________________________________
Ronald A. LaBorde, President and
Chief Executive Officer
___________________________________
Optionee