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EXHIBIT 10.9
DAVE & BUSTER'S, INC.
STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
Effective February 19, 1996, the Board of Directors of Dave &
Buster's, Inc. (the "Company") adopted the following Stock Option Plan for
Outside Directors (the "Plan"):
1. PURPOSE. The purpose of the Plan is to provide
independent, outside directors with an incentive for serving as a
director by providing a proprietary interest in the Company through
the granting of options.
2. ADMINISTRATION. The Plan will be administered by the
Board.
3. PARTICIPANTS. The directors of the Company who are
not employees of the Company or its Subsidiaries are eligible to be
granted options under the Plan upon their initial election to the
Board; provided, however, that persons who were both directors and
shareholders of the Company prior to February 19, 1996 shall not be
eligible to receive options under the Plan.
4. SHARES SUBJECT TO PLAN. The Board may not grant
options under the Plan for more than 100,000 shares of Common Stock of
the Company, but this number may be adjusted to reflect, if deemed
appropriate by the Board, 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. Subject to such changes in the
formula as the Board may determine, options to purchase 15,000 shares
of Common Stock shall be granted on the date hereof to each of Messrs.
Vittert and Levy, and options to purchase 15,000 shares of Common
Stock shall be granted to each new member of the Board on the date of
such new member's election to the Board.
6. GRANT OF OPTIONS. All director options under the
Plan shall be granted as provided in Section 5. The grant of options
shall be evidenced by stock option agreements containing such terms
and provisions as are approved by the Board, but not inconsistent with
the Plan, including provisions that may
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be necessary to assure that the grant of the option complies with
Section 16. The Company shall execute stock option agreements upon
instruments from the Board.
7. OPTION PRICE. The option price shall not be less
than 100% of the fair market value per share of the Common Stock on
the date the option is granted. The option price shall be determined
according to such terms and provisions as the Board may provide in the
amendment referred to in Section 5 hereof.
8. OPTION PERIOD. The Option Period will begin on the
date the option is granted, which will be the date the Board
authorizes the option unless the Board specifies a later date. No
option may terminate later than 10 years from the date the option is
granted. The Board may provide for the exercise of options in
installments and upon such terms, conditions and restrictions as it
may determine. The Board may provide for termination of the option in
the case of termination of the director's directorship or any other
reason.
9. RIGHTS IN EVENT OF DEATH OR DISABILITY. If a
participant dies or becomes disabled (within the meaning of Section
22(e)(3) of the Internal Revenue Code) prior to the termination of his
right to exercise an option in accordance with the provisions of his
stock option agreement without having totally exercised the option,
the option agreement may provide that it may be exercised, to the
extent of the shares with respect to which the option could have been
exercised by the participant on the date of the participant's death or
disability, by (i) the participant's estate or by the person who
acquired the right to exercise the option by bequest or inheritance or
by reason of the death of the participant in the event of the
participant's death, or (ii) the participant or his personal
representative in the event of the participant's disability, provided
the option is exercised prior to the date of its expiration or not
more than one year from the date of the participant's death or
disability, whichever occurs first. The date of disability of a
participant shall be determined by the Company.
10. PAYMENT. Full payment for 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.
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11. EXERCISE OF OPTION. Options granted 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 as are set forth in the applicable stock option
agreements. In no event may an option be exercised or shares be issued
pursuant to an option if any requisite action, approval or consent of
any governmental authority of any kind having jurisdiction over the
exercise of options shall not have been taken or secured.
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 Board, 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 Board 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 Board may rescind and amend its rules
and regulations.
15. AMENDMENT OR DISCONTINUANCE. The Plan may be amended
or discontinued by the Board 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.
16. EFFECT OF PLAN. Neither the adoption of the Plan nor
any action of the Board shall be deemed to give any director 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 Board and executed on
behalf of the Company and then only to the extent and on the terms and
conditions expressly set forth therein.
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17. TERM. Unless sooner terminated by action of the
Board, the Plan will terminate on January 31, 2006. The Board 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) "Plan" means this Stock Option Plan for Outside
Directors as amended from time to time.
(b) "Board" means the Board of Directors of the Company.
(c) "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).
(d) "Subsidiary" means any corporation in an unbroken
chain of corporations beginning with the Company if, at the time of
the granting of the option, each of the corporations other than the
last corporation in the unbroken chain owns stock possessing 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.
(e) "Parent" means any corporation in an unbroken chain
of corporations ending with the Company if, at the time of granting of
the option, each of the corporations other than the Company owns stock
possessing 50% or more of the total combined voting power of all
classes of stock in one of the other corporations in the chain.
(f) "Option Period" means the period during which an
option may be exercised.
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