EXHIBIT 10I
QUALITY DINING, INC.
1993 STOCK OPTION AND INCENTIVE PLAN
(AS AMENDED THROUGH APRIL 9, 1996)
1. PLAN PURPOSE. The purpose of the Plan is to promote the long-term interests
of the Company and its shareholders by providing a means for attracting and
retaining officers and key employees of the Company and its Affiliates.
2. DEFINITIONS. The following definitions are applicable to the Plan:
"Affiliate" -- means any "parent corporation" or "subsidiary corporation" of
the Company as such terms are defined in Section 424(e) and (f), respectively,
of the Code, including any corporation to become a subsidiary corporation
pursuant to a certain Share Exchange and Reorganization Agreement among the
Company and certain related corporations dated as of December 17, 1993.
"Award" -- means the grant by the Committee of an Incentive Stock Option, a
Non-Qualified Stock Option, or Restricted Stock, or any combination thereof, as
provided in the Plan.
"Board" -- means the Board of Directors of the Company.
"Change in Control" -- means each of the events specified in the following
clauses (i) through (iii): (i) any third person, including a "group" as defined
in Section 13(d)(3) of the Exchange Act shall, after the date of the adoption of
the Plan by the Board, first become the beneficial owner of shares of the
Company with respect to which 25% or more of the total number of votes for the
election of the Board of Directors of the Company may be cast, (ii) as a result
of, or in connection with, any cash tender offer, exchange offer, merger or
other business combination, sale of assets or contested election, or combination
of the foregoing, the persons who were directors of the Company shall cease to
constitute a majority of the Board of Directors of the Company or (iii) the
stockholders of the Company shall approve an agreement providing either for a
transaction in which the Company will cease to be an independent publicly owned
entity or for a sale or other disposition of all or substantially all the assets
of the Company; provided, however, that the occurrence of any of such events
shall not be deemed a Change in Control if, prior to such occurrence, a
resolution specifically approving such occurrence shall have been adopted by at
least a majority of the Board of Directors of the Company.
"Code" -- means the Internal Revenue Code of 1986, as amended.
"Committee" -- means the Committee referred to in Section 3 hereof.
"Company" -- means Quality Dining, Inc., an Indiana corporation.
"Continuous Service" -- means the absence of any interruption or termination
of service as an employee of the Company or an Affiliate. Service shall not be
considered interrupted in the case of sick leave, military leave or any other
leave of absence approved by the Company or in the case of any transfer between
the Company and an Affiliate or any successor to the Company.
"Disinterested Person" -- means any person who, at the time discretion under
this Plan is exercised, meets the definition of a "disinterested person" in Rule
16b-3 of the Securities and Exchange Commission promulgated under Section 16(b)
of the Exchange Act and then applicable to the Company.
"Employee" -- means any person, including an officer or director, who is
employed by the Company or any Affiliate.
"Exchange Act" -- means the Securities Exchange Act of 1934, as amended.
"Exercise Price" -- means the price per Share at which the Shares subject to
an Option may be purchased upon exercise of such Option.
"Incentive Stock Option" -- means an option to purchase Shares granted by the
Committee pursuant to Section 6 hereof which is subject to the limitations and
restrictions of Section 8 hereof and is intended to qualify under Section 422 of
the Code.
"Market Value" -- means the last reported sale price on the date in question
(or, if there is no reported sale on such date, on the last preceding date on
which any reported sale occurred) of one Share on the principal exchange on
which the Shares are listed for trading, or if the Shares are not listed for
trading on any exchange, on the NASDAQ National Market System or any similar
system then in use, or, if the Shares are not listed on the NASDAQ National
Market System, the mean between the closing high bid and low asked quotations of
one 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 as the Committee shall determine.
"Non-Qualified Stock Option" -- means an option to purchase shares granted by
the Committee pursuant to Section 6 hereof, which option is not intended to
qualify under Section 422 of the Code.
"Option" -- means an Incentive Stock Option or a Non-Qualified Stock Option.
"Participant" -- means any officer or key employee of the Company or any
Affiliate who is selected by the Committee to receive an Award.
"Plan" -- means this 1993 Stock Option and Incentive Plan of the Company.
"Reorganization" -- means the liquidation or dissolution of the Company or any
merger, consolidation or combination of the Company (other than a merger,
consolidation or combination in which the Company is the continuing entity and
which does not result in the outstanding Shares being converted into or
exchanged for different securities, cash or other property or any combination
thereof).
"Restricted Period" -- means the period of time selected by the Committee for
the purpose of determining when restrictions are in effect under Section 9
hereof with respect to Restricted Stock awarded under the Plan.
"Restricted Stock" -- means Shares which have been contingently awarded to a
Participant by the Committee subject to the restrictions referred to in Section
9 hereof, so long as such restrictions are in effect.
"Securities Act" -- means the Securities Act of 1933, as amended.
"Shares" -- means the Common Stock, without par value, of the Company.
3. ADMINISTRATION. Until such time as the Shares have been registered pursuant
to section 12 of the Exchange Act, the Plan shall be administered by the Board
and all references in the Plan to the Committee shall be deemed to refer to the
Board. Upon the effectiveness of such registration, the Plan shall be thereafter
administered by a Committee consisting of three or more members of the Board,
each of whom shall be a Disinterested Person; provided, however, that if the
full Board does not consist of at least three Disinterested Persons, then the
Committee shall be composed of as many Disinterested Persons as possible and the
remaining member or members of the Committee need not be Disinterested Persons
and; provided, further, if Rule 16b-3 of the Securities and Exchange Commission
promulgated under the Exchange Act or any replacement of such rule shall
hereafter permit the use of a committee of two or more Disinterested Persons and
the Company elects or is required to comply with such rule, then the Committee
shall consist of two or more Disinterested Persons. The members of the Committee
shall be appointed by the Board. Except as limited by the express provisions of
the Plan, the Committee shall have sole and complete authority and discretion to
(i) select Participants and grant Awards; (ii) determine the number of Shares to
be subject to types of Awards generally, as well as to individual Awards granted
under the Plan; (iii) determine the
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terms and conditions upon which Awards shall be granted under the Plan; (iv)
prescribe the form and terms of instruments evidencing such grants; and (v)
establish from time to time regulations for the administration of the Plan,
interpret the Plan, and make all determinations deemed necessary or advisable
for the administration of the Plan. The Committee may maintain and update from
time to time as appropriate, a list designating selected directors as
Disinterested Persons. The purpose of such list shall be to evidence the status
of such individuals as Disinterested Persons, and the Board may appoint to the
Committee any individual actually qualifying as a Disinterested Person,
regardless of whether identified as such on said list.
A majority of the Committee shall constitute a quorum, and the acts of a
majority of the members present at any meeting at which a quorum is present, or
acts approved in writing by all members of the Committee without a meeting,
shall be acts of the Committee.
4. PARTICIPANTS. The Committee may select from time to time Participants in
the Plan from those officers and key employees of the Company or its Affiliates
who, in the opinion of the Committee, have the capacity for contributing in a
substantial measure to the successful performance of the Company or its
Affiliates. No Participant may receive Awards in excess of 150,000 Shares in any
calendar year.
5. SHARES SUBJECT TO PLAN. Subject to adjustment by the operation of Section
10 hereof, the maximum number of Shares with respect to which Awards may be made
under the Plan is 1,000,000 Shares. The Shares with respect to which Awards may
be made under the Plan may either be authorized and unissued shares or unissued
shares heretofore or hereafter reacquired and held as treasury shares. An Award
shall not be considered to have been made under the Plan with respect to any
Option which terminates or is surrendered for cancellation or with respect to
Restricted Stock which is forfeited, and new Awards may be granted under the
Plan with respect to the number of Shares as to which such termination or
forfeiture has occurred.
6. GENERAL TERMS AND CONDITIONS OF OPTIONS. The Committee shall have full and
complete authority and discretion, except as expressly limited by the Plan, to
grant Options and to provide the terms and conditions (which need not be
identical among Participants) thereof. In particular, the Committee shall
prescribe the following terms and conditions: (i) the Exercise Price, (ii) the
number of Shares subject to, and the expiration date of, any Option, (iii) the
manner, time and rate (cumulative or otherwise) of exercise of such Option, and
(iv) the restrictions, if any, to be placed upon such Option or upon Shares
which may be issued upon exercise of such Option. The Committee may, as a
condition of granting any Option, require that a Participant agree to surrender
for cancellation one or more Options previously granted to such Participant.
7. EXERCISE OF OPTIONS.
(a) Except as provided in Section 13, an Option granted under the Plan
shall be exercisable during the lifetime of the Participant to whom such
Option was granted only by such Participant, and except as provided in
paragraphs (c), (d) and (e) of this Section 7, no such Option may be exercised
unless at the time such Participant exercises such Option, such Participant
has maintained Continuous Service since the date of the grant of such Option.
(b) To exercise an Option under the Plan, the Participant shall give
written notice to the Company (which shall specify the number of Shares with
respect to which such Participant elects to exercise such Option) together
with full payment of the Exercise Price. The date of exercise shall be the
date on which such notice is received by the Company. Payment shall be made
either (i) in cash (including check, bank draft or money order) or (ii) by
delivering (A) Shares already owned by the Participant and having a Market
Value on the date of exercise equal to the applicable Exercise Price, or (B) a
combination of cash and such Shares.
(c) If the Continuous Service of a Participant is terminated for cause, or
voluntarily by the Participant for any reason other than death, disability or
retirement, all rights under any Option of such Participant shall expire
immediately upon such cessation of Continuous Service. If the Continuous
Service of a Participant
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is terminated by reason of death, disability or retirement, such Participant
may exercise such Option, but only to the extent such Participant was entitled
to exercise such Option at the date of such cessation, at any time during the
remaining term of such Option, or, in the case of Incentive Stock Options,
during such shorter period as the Committee may determine and so provide in
the applicable instrument or instruments evidencing the grant of such Option.
If a Participant shall cease to maintain Continuous Service for any reason
other than those set forth above in this paragraph (c) of this Section 7, such
Participant may exercise such Option to the extent that such Participant was
entitled to exercise such Option at the date of such cessation but only within
the period of three (3) months immediately succeeding such cessation of
Continuous Service, and in no event after the expiration date of the subject
Option; provided, however, that such right of exercise after cessation of
Continuous Service shall not be available to a Participant if the Company
otherwise determines and so provides in the applicable instrument or
instruments evidencing the grant of such Option.
(d) In the event of the death of a Participant while in the Continuous
Service of the Company or an Affiliate, the person to whom any Option held by
the Participant at the time of his death is transferred by will or by the laws
of descent and distribution may exercise such Option on the same terms and
conditions that such Participant was entitled to exercise such Option.
Following the death of any Participant to whom an Option was granted under the
Plan, the Committee, as an alternative means of settlement of such Option, may
elect to pay to the person to whom such Option is transferred the amount by
which the Market Value per Share on the date of exercise of such Option shall
exceed the Exercise Price of such Option, multiplied by the number of Shares
with respect to which such Option is properly exercised. Any such settlement
of an Option shall be considered an exercise of such Option for all purposes
of the Plan.
(e) Notwithstanding the provisions of the foregoing paragraphs of this
Section 7, the Committee may, in its sole discretion, establish different
terms and conditions pertaining to the effect of the cessation of Continuous
Service, to the extent permitted by applicable federal and state law.
8. INCENTIVE STOCK OPTIONS. Incentive Stock Options may be granted only to
Participants who are Employees. Any provisions of the Plan to the contrary
notwithstanding, (i) no Incentive Stock Option shall be granted more than ten
years from the date the Plan is adopted by the Board of Directors of the Company
and no Incentive Stock Option shall be exercisable more than ten years from the
date such Incentive Stock Option is granted, (ii) the Exercise Price of any
Incentive Stock Option shall not be less than the Market Value per Share on the
date such Incentive Stock Option is granted, (iii) any Incentive Stock Option
shall not be transferable by the Participant to whom such Incentive Stock Option
is granted other than by will or the laws of descent and distribution and shall
be exercisable during such Participant's lifetime only by such Participant, and
(iv) no Incentive Stock Option shall be granted which would permit a Participant
to acquire, through the exercise of Incentive Stock Options in any calendar
year, Shares or shares of any capital stock of the Company or any Affiliate
thereof having an aggregate Market Value (determined as of the time any
Incentive Stock Option is granted) in excess of $100,000. The foregoing
limitation shall be determined by assuming that the Participant will exercise
each Incentive Stock Option on the date that such Option first becomes
exercisable. Notwithstanding the foregoing, in the case of any Participant who,
at the date of grant, owns stock possessing more than 10% of the total combined
voting power of all classes of capital stock of the Company or any Affiliate,
the Exercise Price of any Incentive Stock Option shall not be less than 110% of
the Market Value per Share on the date such Incentive Stock Option is granted
and such Incentive Stock Option shall not be exercisable more than five years
from the date such Incentive Stock Option is granted.
9. TERMS AND CONDITIONS OF RESTRICTED STOCK. The Committee shall have full and
complete authority, subject to the limitations of the Plan, to grant awards of
Restricted Stock and, in addition to the terms and conditions contained in
paragraphs (a) through (f) of this Section 9, to provide such other terms and
conditions (which need not be identical among Participants) in respect of such
Awards, and the vesting thereof, as the Committee shall determine and provide in
the agreement referred to in paragraph (d) of this Section 9.
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(a) At the time of an award of Restricted Stock, the Committee shall establish
for each Participant a Restricted Period during which or at the expiration of
which, the Shares of Restricted Stock shall vest. The Committee may also
restrict or prohibit the sale, assignment, transfer, pledge or other encumbrance
of the Shares of Restricted Stock by the Participant during the Restricted
Period. Except for such restrictions, and subject to paragraphs (c), (d) and (e)
of this Section 9 and Section 10 hereof, the Participant as owner of such Shares
shall have all the rights of a stockholder, including but not limited to, the
right to receive all dividends paid on such Shares and the right to vote such
Shares. The Committee shall have the authority, in its discretion, to accelerate
the time at which any or all of the restrictions shall lapse with respect to any
Shares of Restricted Stock prior to the expiration of the Restricted Period with
respect thereto, or to remove any or all of such restrictions, whenever it may
determine that such action is appropriate by reason of changes in applicable tax
or other laws or other changes in circumstances occurring after the commencement
of such Restricted Period.
(b) Except as provided in Section 12 hereof, if a Participant ceases to
maintain Continuous Service for any reason (other than death, total or partial
disability or normal or early retirement) unless the Committee shall otherwise
determine, all Shares of Restricted Stock theretofore awarded to such
Participant and which at the time of such termination of Continuous Service are
subject to the restrictions imposed by paragraph (a) of this Section 9 shall
upon such termination of Continuous Service be forfeited and returned to the
Company. If a Participant ceases to maintain Continuous Service by reason of
death or total or partial disability, then, unless the Committee shall determine
otherwise, the restrictions with respect to the Ratable Portion of the Shares of
Restricted Stock shall lapse and such Shares shall be free of restrictions and
shall not be forfeited. The Ratable Portion shall be determined with respect to
each separate Award of Restricted Stock issued and shall be equal to (i) the
number of Shares of Restricted Stock awarded to the Participant multiplied by
the portion of the Restricted Period that expired at the date of the
Participant's death or total or partial disability reduced by (ii) the number of
Shares of Restricted Stock awarded with respect to which the restrictions had
lapsed as of the date of the death or total or partial disability of the
Participant.
(c) Each certificate issued in respect of Shares of Restricted Stock awarded
under the Plan shall be registered in the name of the Participant and deposited
by the Participant, together with a stock power endorsed in blank, with the
Company and shall bear the following (or a similar) legend:
"The transferability of this certificate and the shares of stock represented
hereby are subject to the terms and conditions (including forfeiture)
contained in the 1993 Stock Option and Incentive Plan of Quality Dining, Inc.,
and an Agreement entered into between the registered owner and Quality Dining,
Inc. Copies of such Plan and Agreement are on file in the office of the
Secretary of Quality Dining, Inc.
(d) At the time of an award of Shares of Restricted Stock, the Participant
shall enter into an Agreement with the Company in a form specified by the
Committee, agreeing to the terms and conditions of the award, that such
Participant will not make the election provided for under Section 83(b) of the
Code with respect to any Shares covered by the award and such other matters as
the Committee shall in its sole discretion determine.
(e) At the time of an award of Shares of Restricted Stock, the Committee may,
in its discretion, determine that the payment to the Participant of dividends
declared or paid on such Shares by the Company or a specified portion thereof,
shall be deferred until the earlier to occur of (i) the lapsing of the
restrictions imposed under paragraph (a) of this Section 9 or (ii) the
forfeiture of such Shares under paragraph (b) of this Section 9, and shall be
held by the Company for the account of the Participant until such time. In the
event of such deferral, there shall be credited at the end of each year (or
portion thereof) interest on the amount of the account at the beginning of the
year at a rate per annum as the Committee, in its discretion, may determine.
Payment of deferred dividends, together with interest accrued thereon as
aforesaid, shall be made upon the earlier to occur of the events specified in
(i) and (ii) of the immediately preceding sentence.
(f) At the expiration of the restrictions imposed by paragraph (a) of this
Section 9, the Company shall redeliver to the Participant (or where the relevant
provision of paragraph (b) of this Section 9 applies in the case of a deceased
Participant, to his legal representative, beneficiary or heir) the
certificate(s) and stock power
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deposited with it pursuant to paragraph (c) of this Section 9 and the Shares
represented by such certificate(s) shall be free of the restrictions referred to
in paragraph (a) of this Section 9.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. In the event of any change in
the outstanding Shares subsequent to the effective date of the Plan by reason of
any reorganization, recapitalization, stock split, stock dividend, combination
or exchange of shares, merger, consolidation or any change in the corporate
structure or Shares of the Company, the maximum aggregate number and class of
shares as to which Awards may be granted under the Plan and the number and class
of shares with respect to which Awards theretofore have been granted under the
Plan shall be appropriately adjusted by the Committee, whose determination shall
be conclusive. Any shares of stock or other securities received, as a result of
any of the foregoing, by a Participant with respect to Restricted Stock shall be
subject to the same restrictions and the certificate(s) or other instruments
representing or evidencing such shares or securities shall be legended and
deposited with the Company in the manner provided in Section 9 hereof.
11. EFFECT OF REORGANIZATION. Awards will be affected by a Reorganization as
follows:
(a) If the Reorganization is a dissolution or liquidation of the Company then
(i) the restrictions of Section 9(a) on Shares of Restricted Stock shall lapse
and (ii) each outstanding Option shall terminate, but each Participant to whom
the Option was granted shall have the right, immediately prior to such
dissolution or liquidation to exercise his Option in full, notwithstanding the
provisions of Section 8, and the Company shall notify each Participant of such
right within a reasonable period of time prior to any such dissolution or
liquidation.
(b) If the Reorganization is a merger or consolidation, other than a Change in
Control subject to Section 12 of this Agreement, upon the effective date of such
Reorganization (i) each Optionee shall be entitled, upon exercise of his Option
in accordance with all of the terms and conditions of the Plan, to receive in
lieu of Shares, shares of such stock or other securities or consideration as the
holders of Shares shall be entitled to receive pursuant to the terms of the
Reorganization; and (ii) each holder of Restricted Stock shall receive shares of
such stock or other securities as the holders of Shares received which shall be
subject to the restrictions set forth in Section 9(a) unless the Committee
accelerates the lapse of such restrictions and the certificate(s) or other
instruments representing or evidencing such shares or securities shall be
legended and deposited with the Company in the manner provided in Section 9
hereof.
The adjustments contained in this Section and the manner of application of such
provisions shall be determined solely by the Committee.
12. EFFECT OF CHANGE OF CONTROL. If the Continuous Service of any Participant
of the Company or any Affiliate is involuntarily terminated, for whatever
reason, at any time within eighteen months after a Change in Control, unless the
Committee shall have otherwise provided in the agreement referred to in
paragraph (d) of Section 9 hereof, any Restricted Period with respect to
Restricted Stock theretofore awarded to such Participant shall lapse upon such
termination and all Shares awarded as Restricted Stock shall become fully vested
in the Participant to whom such Shares were awarded. If a tender offer or
exchange offer for Shares (other than such an offer by the Company) is
commenced, or if the event specified in clause (iii) of the definition of a
Change in Control contained in Section 2 shall occur, unless the Committee shall
have otherwise provided in the instrument evidencing the grant of an Option, all
Options theretofore provided in the instrument evidencing the grant of an
Option, all Options theretofore granted and not fully exercisable shall (except
as otherwise provided in Section 8) become exercisable in full upon the
happening of such event and shall remain so exercisable in accordance with their
terms; provided, however, that no Option shall be exercisable by a director or
officer of the Company within six months of the date of grant of such Option and
no Option which has previously been exercised or otherwise terminated shall
become exercisable.
13. ASSIGNMENTS AND TRANSFERS. Except as otherwise determined by the
Committee, no Award nor any right or interest of a Participant under the Plan in
any instrument evidencing any Award under the Plan may be assigned, encumbered
or transferred except, in the event of the death of a Participant, by will or
the laws of descent and distribution.
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14. EMPLOYEE RIGHTS UNDER THE PLAN. No officer, employee or other person shall
have a right to be selected as a Participant nor, having been so selected, to be
selected again as a Participant and no officer, employee or other person shall
have any claim or right to be granted an Award under the Plan or under any other
incentive or similar plan of the Company or any Affiliate. Neither the Plan nor
any action taken thereunder shall be construed as giving any employee any right
to be retained in the employ of the Company or any Affiliate.
15. DELIVERY AND REGISTRATION OF STOCK. The Company's obligation to deliver
Shares with respect to an Award shall, if the Committee so requests, be
conditioned upon the receipt of a representation as to the investment intention
of the Participant to whom such Shares are to be delivered, in such form as the
Company shall determine to be necessary or advisable to comply with the
provisions of the Securities Act or any other applicable federal or state
securities legislation. It may be provided that any representation requirement
shall become inoperative upon a registration of the Shares or other action
eliminating the necessity of such representation under the Securities Act or
other securities legislation. The Company shall not be required to deliver any
Shares under the Plan prior to (i) the admission of such shares to listing on
any stock exchange or system on which Shares may then be listed, and (ii) the
completion of such registration or other qualification of such Shares under any
state or federal law, rule or regulation, as the Company shall determine to be
necessary or advisable.
16. WITHHOLDING TAX. Upon the termination of the Restricted Period with
respect to any Shares of Restricted Stock (or at any such earlier time, if any,
that an election is made by the Participant under Section 83(b) of the Code, or
any successor provision thereto, to include the value of such Shares in taxable
income), the Company shall, in lieu of requiring the Participant or other person
receiving such Shares to pay the Company the amount of any taxes which the
Company is required to withhold with respect to such Shares, retain a sufficient
number of Shares held by it to cover the amount required to be withheld. The
Company shall have the right to deduct from all dividends paid with respect to
Shares of Restricted Stock the amount of any taxes which the Company is required
to withhold with respect to such dividend payments.
Where a Participant or other person is entitled to receive Shares pursuant to
the exercise of an Option pursuant to the Plan, the Company shall, in lieu of
requiring the Participant or such other person to pay the Company the amount of
any taxes which the Company is required to withhold with respect to such Shares,
retain a number of such Shares sufficient to cover the amount required to be
withheld.
17. LOANS.
(a) The Company may make loans to a Participant in connection with
Restricted Stock or the exercise of Options subject to the following terms and
conditions and such other terms and conditions not inconsistent with the Plan,
including the rate of interest, if any, as the Company shall impose from time
to time.
(b) No loan made under the Plan shall exceed (i) with respect to Options,
the sum of (A) the aggregate option price payable upon exercise of the Option
in relation to which the loan is made, plus (B) the amount of the reasonably
estimated income taxes payable by the grantee and (ii) with respect to
Restricted Stock, the amount of reasonably estimated income taxes payable by
the grantee. In no event may any such loan exceed the Market Value of the
related Shares at the time of the loan.
(c) No loan shall have an initial term exceeding three years; provided,
that loans under the Plan shall be renewable at the discretion of the
Committee; and provided, further, that the indebtedness under each loan shall
become due and payable on a date no later than (i) one year after termination
of the Participant's employment due to death, retirement or disability, or
(ii) the day of termination of the Participant's employment for any reason
other than death, retirement or disability.
(d) Loans under the Plan may be satisfied by the Participant, as
determined by the Committee, in cash or, with the consent of the Committee, in
whole or in part in Shares at Market Value on the date of such payment.
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(e) When a loan shall have been made, Shares having an aggregate Market
Value equal to the amount of the loan may, in the discretion of the Committee,
be required to be pledged by the Participant to the Company as security for
payment of the unpaid balance of the loan. Portions of such Shares may, in the
discretion of the Committee, be released from time to time as it deems not to
be needed as security.
(f) Every loan shall meet all applicable laws, regulations and rules of
the Federal Reserve Board and any other governmental agency having
jurisdiction.
18. TERMINATION, AMENDMENT AND MODIFICATION OF PLAN. The Board may at any
time terminate, and may at any time and from time to time and in any respect
amend or modify, the Plan; provided however, that to the extent necessary and
desirable to comply with Rule 16b-3 under the Exchange Act or Section 422 of the
Code (or any other applicable law or regulation, including requirements of any
stock exchange or NASDAQ system on which the Common Stock is listed or quoted)
shareholder approval of any Plan amendment shall be obtained in such a manner
and to such a degree as is required by the applicable law or regulation;
provided further, that no termination, amendment or modification of the Plan
shall in any manner affect any Award theretofore granted pursuant to the Plan
without the consent of the Participant to whom the Award was granted or
transferee of the Award.
19. EFFECTIVE DATE AND TERM OF PLAN. The Plan shall become effective upon
its adoption by the Board of Directors and shareholders of the Company and shall
continue in effect for a term of ten years from the date of adoption unless
sooner terminated under Section 18 hereof.
ADOPTED BY THE BOARD OF DIRECTORS OF
QUALITY DINING, INC. EFFECTIVE AS OF
DECEMBER 17, 1993
ADOPTED BY THE SHAREHOLDERS OF QUALITY
DINING, INC. EFFECTIVE AS OF
DECEMBER 17, 1993
SECTION 4, AS AMENDED, ADOPTED BY THE
BOARD OF DIRECTORS OF QUALITY DINING,
INC. EFFECTIVE AS OF APRIL 9, 1996
SECTION 5, AS AMENDED, ADOPTED BY THE
BOARD OF DIRECTORS OF QUALITY DINING,
INC. EFFECTIVE AS OF DECEMBER 13, 1995
SECTION 5, AS AMENDED, ADOPTED BY THE
SHAREHOLDERS OF QUALITY DINING, INC.
EFFECTIVE AS OF MARCH 12, 1996
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