Exhibit 10-O
QUALITY DINING, INC.
1999 OUTSIDE DIRECTORS STOCK OPTION PLAN
1. Purpose. The purpose of the Plan is to advance the interests of the
Company and its stockholders by encouraging increased Common Stock ownership by
members of the Board who are not employees of the Company or any of its
Subsidiaries, in order to promote long-term stockholder value through directors'
continuing ownership of the Common Stock.
2. Definitions. Unless the context clearly indicates otherwise, the
following terms, when used in the Plan, shall have the meanings set forth below.
"Board" shall mean the Board of Directors of the Company, as it may from
time to time be constituted.
"Common Stock" shall mean the Common Stock, without par value, of the
Company, and shall include the Common Stock as it may be changed from time
to time as described in Paragraph 7 of the Plan.
"Company" shall mean Quality Dining, Inc., and any successor by merger or
consolidation.
"Eligible Director" shall mean a member of the Board who is not at the time
of receipt of an Option an employee of the Company or any of its
Subsidiaries.
"Fair Market Value" of the Common Stock of the Company means the last sale
price on the applicable date (or if there is no reported sale on such date,
on the last preceding date on which any reported sale occurred) of one
share of Common Stock on the principal exchange on which such shares are
listed, or if not listed on any exchange, on the NASDAQ National Market
System or any similar system then in use, or if the shares of Common Stock
are not listed on the NASDAQ National Market System, the mean between the
closing high bid and low asked quotations of one such share on the date in
question as reported by NASDAQ or any similar system then in use, or, if no
such quotations are available, the Fair Market Value on such date of one
share of Common Stock as the Board shall determine.
"Grantee" shall mean an Eligible Director who has been granted an Option.
"Option" shall mean a non-qualified option to purchase Common Stock held in
the treasury granted by the Company pursuant to the terms of the Plan.
"Plan" shall mean the Quality Dining, Inc. 1999 Outside Directors Stock
Option Plan, as set forth herein and as amended from time to time.
"Subsidiary" shall mean any corporation at least 50% of whose outstanding
voting stock is owned, directly or indirectly, by the Company.
3. Administration. The Plan shall be administered by the Board. The
Board shall have all the powers vested in it by the terms of the Plan, such
powers to include authority (within the limitations described herein) to
prescribe the form of the agreements embodying Options. The Board shall have
the power to construe the Plan, to determine all questions arising thereunder,
and to adopt and amend such rules and regulations for the administration of the
Plan as it may deem desirable. Any decision of the Board in the administration
of the Plan, as described herein, shall be final and conclusive. No member of
the Board shall be liable for anything done or omitted to be done by him or by
any other member of the Board in connection with the Plan, except for his own
willful misconduct or as expressly provided by statute.
4. Participation. Each Eligible Director shall be eligible to receive
Option grants in accordance with Paragraphs 5, 6, and 7 below.
5. Grants Under the Plan. (a) Options may be granted under the Plan,
subject to the terms, conditions and restrictions specified in Paragraphs 6 and
7 below. There may be issued under the Plan pursuant to the exercise of Options
an aggregate of not more than 80,000 shares of Common Stock, subject to
adjustment as provided in Paragraph 7 below. Shares of Common Stock that are
the subject of an Option but not purchased prior the expiration of the Option,
shall thereafter be considered unissued for purposes of the maximum number of
shares that may be issued under the Plan, and may again be the subject of Option
grants under the Plan. If at any time, the shares remaining available for
Option grants are not sufficient to make all Option grants then required to be
made under the Plan, no Option grants shall be made.
(b) An Eligible Director to whom an Option is provided to be granted or is
granted under the Plan (and any person succeeding to such an Eligible Director's
right pursuant to the Plan), shall have no rights as a stockholder with respect
to any shares of Common Stock issuable pursuant to any such Option until such
Option is exercised. Except as provided in Paragraph 7 below, no adjustment
shall be made for dividends, distributions, or other rights
(whether ordinary or extraordinary, and whether in cash, securities, or other
property) for which the record date is prior to the date an Option is exercised.
Except as expressly provided for in the Plan, no Eligible Director or other
person shall have any claim or right to be granted an Option. Neither the Plan
nor any action taken hereunder shall be construed as giving any Eligible
Director any right to be retained in the service of the Company.
6. Option Grants. On May 1, 2000, each Eligible Director on such date
shall be automatically granted an option to purchase 4,000 shares of Common
Stock (subject to adjustment as provided in Paragraph 7). On May 1 of each
year, commencing May 1, 2001, each Eligible Director on such date shall be
automatically granted an Option to purchase 2,000 shares of Common Stock
(subject to adjustment as provided in Paragraph 7). Each Option shall be
evidenced by an agreement in such form as the Board shall prescribe from time to
time in accordance with the Plan and shall comply with the following terms and
conditions and such additional terms and conditions not inconsistent with the
Plan as may from time to time be prescribed by the Board.
(a) The Option exercise price per share shall be one hundred percent
(100%) of the Fair Market Value of a share of Common Stock on the date the
Option is granted.
(b) The Option shall not be transferable by the Grantee otherwise than by
will or the laws of descent and distribution, and shall be exercisable
during his lifetime only by him.
(c) The Option shall not be exercisable before the expiration of six
months from the date it is granted and after the expiration of ten years
from the date it is granted.
(d) Payment of the Option price shall be made at the time the Option is
exercised, and shall be made in United States dollars by cash or check.
(e) An Option shall not be exercisable unless the person exercising the
Option has been, at all times during the period beginning with the date of
grant of the Option and ending on the date of such exercise, in continuous
service on the Board, except that
(i) if any Grantee of an Option shall die or become
permanently disabled or shall retire with the consent of the Board,
holding an Option that has not expired and has not been fully
exercised, he or his executor, administrators, heirs, or distributees,
as the case may be, may, at any time within one year after the date
of such event (but in no event after the Option has expired under the
provisions of subparagraph 6(c) above), exercise the Option with
respect to any shares as to which the Grantee could have exercised the
Option at the time of his death, disability, or retirement
(ii) if a Grantee shall cease to serve as a director of the Company for any
reason other than those set forth in 6(e)(i) above, while holding an Option that
has not expired and has not been fully exercised, the Grantee, at any time
within three months of the date he ceased to be such an Eligible Director (but
in no event after the Option has expired under the provisions of subparagraph
6(c) above), may exercise the Option with respect to any shares of Common Stock
as to which he could have exercised the Option on the date he ceased to be such
an Eligible Director.
(f) Each Grantee of an Option shall pay to the Company, or make
arrangements satisfactory to the Board regarding the payment of, any
federal, state, or local taxes of any kind required by law to be withheld
with respect to the shares of Common Stock as to which an Option is being
exercised.
7. Dilution and Other Adjustments. In the event of any change in
the outstanding Common Stock by reason of any stock split, stock dividend,
recapitalization, merger, consolidation, reorganization, combination or exchange
of shares or other similar event, the number or kind of shares that may be
issued under the Plan pursuant to Paragraphs 5 and 6 above, the number or kind
of shares subject to any outstanding Option, and the Option price per share
under any outstanding Option, shall be automatically adjusted so that the
proportionate interest of the Eligible Directors or of the Grantee shall be
maintained as before the occurrence of such event. Any adjustment in
outstanding Options shall be made without change in the total Option exercise
price applicable to the unexercised portion of such Options and with a
corresponding adjustment in the Option exercise price per share. Any adjustment
permitted by this Paragraph shall be conclusive and binding for all purposes of
the Plan.
8. Miscellaneous Provisions. (a) An Eligible Director's rights and
interests under the Plan may not be assigned or transferred in whole or in part
either directly or by operation of law or otherwise (except in the event of a
participant's death, by will or the laws of descent and distribution),
including, but not by way of limitation, execution, levy, garnishment,
attachment, pledge, bankruptcy, or in any other manner, and no such right or
interest of any Eligible Director in the Plan shall be subject to any obligation
or liability of such Eligible Director.
(b) If the shares of Common Stock that are the subject of an Option
are not registered under the Securities Act of 1933, as amended, pursuant to an
effective registration statement, the Grantee, if the Board shall deem it
advisable, may be required to represent and agree in writing (i) that any shares
of Common Stock acquired by such Grantee pursuant to the Plan will not be sold
except pursuant to an exemption from registration under said Act and (ii) that
such Grantee is acquiring such shares of Common Stock for his own account and
not with a view to the distribution thereof. No shares of Common Stock shall be
issued hereunder unless counsel for the Company shall be satisfied that such
issuance will be in compliance with applicable federal, state and other
securities laws.
(c) By accepting any Options under the Plan, each Grantee and each
person claiming under or through him shall be conclusively deemed to have
indicated his acceptance and ratification of and consent to, the terms and
conditions of the Plan and any action taken under the Plan by the Company or the
Board.
9. Amendment. The Board may at any time and from time to time and
in any respect amend or modify this Plan.
10. Termination. This Plan shall terminate upon the earlier of the
following dates or events to occur:
(a) Upon the adoption of a resolution of the Board terminating the
Plan; or
(b) Upon the purchase upon exercise of Options of all the shares of
Common Stock the subject of Options under Paragraph 5 and 6, as adjusted
pursuant to Paragraph 7.
No termination of the Plan shall materially and adversely affect any of the
rights or obligations of any Grantee, without his consent, under any Option
theretofore granted under the Plan.