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EXHIBIT (99)(b)
Uno Restaurant Corporation 1997 Employee Stock Option Plan
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Section I. Purpose of the Plan.
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The purposes of this Uno Restaurant Corporation 1997 Employee Stock Option
Plan (the "1997 Plan") are (i) to provide long-term incentives and rewards to
those key employees (the "Employee Participants") of Uno Restaurant Corporation
(the "Corporation") and its subsidiaries who are in a position to contribute to
the long-term success and growth of the Corporation and its subsidiaries, (ii)
to assist the Corporation in retaining and attracting executives and key
employees with requisite experience and ability, and (iii) to associate more
closely the interests of such executives and key employees with those of the
Corporation's stockholders.
Section II. Definitions.
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"CODE" is the Internal Revenue Code of 1986, as it may be amended from time
to time.
"Common Stock" is the $.01 par value common stock of the Corporation.
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"Committee" is defined in Section III, paragraph (a).
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"Corporation" is defined in Section I.
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"CORPORATION ISOS" are all stock options (including 1997 Plan ISOs) which
(i) are Incentive Stock Options and (ii) are granted under any plans (including
this 1997 Plan) of the Corporation, a Parent Corporation and/or a Subsidiary
Corporation.
"Employee Participants" is defined in Section I.
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"FAIR MARKET VALUE" of any property is the value of the property as
reasonably determined by the Committee.
"INCENTIVE STOCK OPTION" is a stock option which is treated as an incentive
stock option under Section 422 of the Code.
"1997 Plan" is defined in Section I.
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"1997 Plan ISOs" are Stock Options which are Incentive Stock Options.
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"NON-EMPLOYEE DIRECTORS" has the meaning provided in Rule 16b-3(b) under
the Securities Exchange Act of 1934, as amended.
"NON-QUALIFIED OPTION" is a Stock Option which does not qualify as an
Incentive Stock Option or for which the Committee provides, in the terms of such
option and at the time such option is granted, that the option shall not be
treated as an Incentive Stock Option.
"PARENT CORPORATION" has the meaning provided in Section 424(e) of the
Code.
"PERMANENT AND TOTAL DISABILITY" has the meaning provided in Section
22(e)(3) of the Code.
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"SECTION 16" means Section 16 of the Securities Exchange Act of 1934, as
amended, or any similar or successor statute, and any rules, regulations, or
policies adopted or applied thereunder.
"STOCKHOLDER APPROVAL" means the affirmative vote of at least a majority of
the shares of Common Stock present and entitled to vote at a duly held meeting
of the stockholders of the Corporation, unless a greater vote is required by
state law, in which case such greater requirement shall apply. Stockholder
approval may be obtained by written consent or other means, to the extent
permitted by applicable state law.
"STOCK OPTIONS" are rights granted pursuant to this 1997 Plan to purchase
shares of Common Stock at a fixed price.
"SUBSIDIARY CORPORATION" has the meaning provided in Section 424(f) of the
Code.
"TEN PERCENT STOCKHOLDER" means, with respect to a 1997 Plan ISO, any
individual who directly or indirectly owns stock possessing more than 10% of the
total combined voting power of all classes of stock of the Corporation or any
Parent Corporation or any Subsidiary Corporation at the time such 1997 Plan ISO
is granted.
Section III. Administration.
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(a) THE COMMITTEE. This 1997 Plan shall be administered by a compensation
committee designated by the Board of Directors of the Corporation, which shall
consist solely of two or more Non-Employee Directors designated by the Board of
Directors (the administering body is hereafter referred to as the "Committee").
The Committee shall serve at the pleasure of the Board of Directors, which may
from time to time, and in its sole discretion, discharge any member, appoint
additional new members in substitution for those previously appointed and/or
fill vacancies however caused. 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 shall be deemed the action of the Committee.
(b) AUTHORITY AND DISCRETION OF THE COMMITTEE. Subject to the express
provisions of this 1997 Plan and provided that all actions taken shall be
consistent with the purposes of this 1997 Plan, and subject to ratification by
the Board of Directors only if required by applicable law, the Committee shall
have full and complete authority and the sole discretion to: (i) determine those
persons who shall constitute key employees eligible to be Employee Participants;
(ii) select the Employee Participants to whom Stock Options shall be granted
under this 1997 Plan; (iii) determine the size and the form of the Stock
Options, if any, to be granted to any Employee Participant; (iv) determine the
time or times such Stock Options shall be granted including the grant of Stock
Options in connection with other awards made, or compensation paid, to the
Employee Participant; (v) establish the terms and conditions upon which such
Stock Options may be exercised, including the exercise of Stock Options in
connection with other awards made, or compensation paid, to the Employee
Participant; (vi) make or alter any restrictions and conditions upon such Stock
Options and the Common Stock received on exercise thereof, including, but not
limited to, providing for limitations on the Employee Participant's right to
keep any Common Stock received on termination of employment; (vii) determine
whether the Employee Participant or the Corporation has achieved any goals or
otherwise satisfied any conditions or requirements that may be imposed on or
related to the exercise of Stock Options; and (viii) adopt such rules and
regulations, establish, define and/or interpret these and any other terms and
conditions, and make all determinations (which may be on a case-by-case basis)
deemed necessary or desirable for the administration of this 1997 Plan.
(c) APPLICABLE LAW. This 1997 Plan, and all Stock Options shall be governed
by the law of the state in which the Corporation is incorporated.
Section IV. Terms of Stock Options.
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(a) AGREEMENTS. Stock Options shall be evidenced by a written agreement
between the Corporation and the Employee Participant awarded the Stock Option.
This agreement shall be in such form, and contain such terms and conditions (not
inconsistent with this 1997 Plan) as the Committee may determine. If the Stock
Option described therein is not intended to be an Incentive Stock Option, but
otherwise qualifies as an Incentive Stock Option, the agreement shall include
the following, or a similar, statement: "This stock option is not intended to be
an Incentive Stock Option, as that term is described in Section 422 of the
Internal Revenue Code of 1986, as amended."
(b) TERM. Stock Options shall be for such periods as may be determined by
the Committee, provided that in the case of 1997 Plan ISOs, the term of any such
1997 Plan ISO shall not extend beyond three months after the time the Employee
Participant ceases to be an employee of the Corporation. Notwithstanding the
foregoing, the Committee may provide in a 1997 Plan ISO that in the event of the
Permanent and Total Disability or death of the Employee Participant, the 1997
Plan ISO may be exercised by the Employee Participant or his estate (if
applicable) for a period of up to one year after the date of such Permanent and
Total Disability or Death. In no event may a 1997 Plan ISO be exercisable
(including provisions, if any, for exercise in installments) subsequent to ten
years after the date of grant, or, in the case of 1997 Plan ISOs granted to Ten
Percent Stockholders, more than five years after the date of grant.
(c) PURCHASE PRICE. The purchase price of shares purchased pursuant to any
Stock Option shall be determined by the Committee, and shall be paid by the
Employee Participant or other person permitted to exercise the Stock Option in
full upon exercise, (i) in cash, (ii) by delivery of shares of Common Stock
(valued at their Fair Market Value on the date of such exercise), (iii) any
other property (valued at its Fair Market Value on the date of such exercise),
(iv) any combination of cash, stock and other property, or (v) by exercise of
the Stock Option on a net issuance basis (a cashless exercise), with any payment
made pursuant to subparagraphs (ii), (iii), (iv) or (v) only as permitted by the
Committee, in its sole discretion. In no event will the purchase price of Common
Stock be less than the par value of the Common Stock. Furthermore, the purchase
price of Common Stock subject to a 1997 Plan ISO shall not be less than the Fair
Market Value of the Common Stock on the date of the issuance of the 1997 Plan
ISO, provided that in the case of 1997 Plan ISOs granted to Ten Percent
Stockholders, the purchase price shall not be less than 110% of the Fair Market
Value of the Common Stock on the date of issuance of the 1997 Plan ISO.
(d) FURTHER RESTRICTIONS AS TO INCENTIVE STOCK OPTIONS. To the extent that
the aggregate Fair Market Value of Common Stock with respect to which
Corporation ISOs (determined without regard to this section) are exercisable for
the first time by any Employee Participant during any calendar year exceeds
$100,000, such Corporation ISOs shall be treated as options which are not
Incentive Stock Options. For the purpose of this limitation, options shall be
taken into account in the order granted, and the Committee may designate that
portion of any Corporation ISO that shall be treated as not an Incentive Stock
Option in the event that the provisions of this paragraph apply to a portion of
any option, unless otherwise required by the Code or regulations of the Internal
Revenue Service. The designation described in the preceding sentence may be made
at such time as the Committee considers appropriate, including after the
issuance of the option or at the time of its exercise. For the purpose of this
section, Fair Market Value shall be determined as of the time the option with
respect to such stock is granted.
(e) RESTRICTIONS. Stock Options granted under the 1997 Plan may not be
assigned or transferred except by will or the laws of descent and distribution
or pursuant to a "qualified domestic relations order" as defined by the Code or
Title I of the Employee Retirement Income Security Act of 1974, as amended. At
the discretion of the Committee, the Common Stock issued pursuant to the Stock
Options granted hereunder may be subject to restrictions on vesting or
transferability. For the purposes of this limitation, options shall be taken
into account in the order granted.
(f) WITHHOLDING OF TAXES. Pursuant to applicable federal, state, local or
foreign laws, the Corporation may be required to collect income or other taxes
upon the grant of a Stock Option to, or exercise of a Stock Option by, a holder.
The Corporation may require, as a condition to the exercise of a Stock Option,
or demand, at such other time as it may consider appropriate, that the Employee
Participant pay the Corporation the amount of any taxes which the Corporation
may determine is required to be withheld or collected, and the Employee
Participant shall comply with the requirement or demand of the Corporation. In
its discretion, the Corporation may withhold
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shares to be received upon exercise of a Stock Option if it deems this an
appropriate method for withholding or collecting taxes.
(g) SECURITIES LAW COMPLIANCE. Upon exercise (or partial exercise) of a
Stock Option, the Employee Participant or other holder of the Stock Option shall
make such representations and furnish such information as may, in the opinion of
counsel for the Corporation, be appropriate to permit the Corporation to issue
or transfer Common Stock in compliance with the provisions of applicable federal
or state securities laws. The Corporation, in its discretion, may postpone the
issuance and delivery of Common Stock upon any exercise of Stock Options until
completion of such registration or other qualification of such shares under any
federal or state laws, or stock exchange listing, as the Corporation may
consider appropriate. Furthermore, the Corporation is not obligated to register
or qualify the shares of Common Stock to be issued upon exercise of a Stock
Option under federal or state securities laws (or to register or qualify them at
any time thereafter), and it may refuse to issue such shares if, in its sole
discretion, registration or exemption from registration is not practical or
available. The Corporation may require that prior to the issuance or transfer of
Common Stock upon exercise of a Stock Option, the Employee Participant enter
into a written agreement to comply with any restrictions on subsequent
disposition that the Corporation deems necessary or advisable under any
applicable federal and state securities laws. Certificates for shares of Common
Stock issued hereunder may bear a legend reflecting such restrictions.
(h) RIGHT TO STOCK OPTION. No employee of the Corporation or any other
person shall have any claim or right to be an Employee Participant in this 1997
Plan or to be granted a Stock Option hereunder. Neither this 1997 Plan nor any
action taken hereunder shall be construed as giving any person any right to be
retained in the employ of the Corporation. Nothing contained hereunder shall be
construed as giving any person any equity or interest of any kind in any assets
of the Corporation or creating a trust of any kind or a fiduciary relationship
of any kind between the Corporation and any such person. As to any claim for any
unpaid amounts under this 1997 Plan, any person having a claim for payments
shall be an unsecured creditor.
(i) INDEMNITY. Neither the Board of Directors nor the Committee, nor any
members of either, nor any employees of the Corporation or any parent,
subsidiary, or other affiliate, shall be liable for any act, omission,
interpretation, construction or determination made in good faith in connection
with their responsibilities with respect to this 1997 Plan, and the Corporation
hereby agrees to indemnify the members of the Board of Directors, the members of
the Committee, and the employees of the Corporation and its parent or
subsidiaries in respect of any claim, loss, damage, or expense (including
reasonable counsel fees) arising from any such act, omission, interpretation,
construction or determination to the full extent permitted by law.
(j) PARTICIPATION BY FOREIGNERS. Without amending this 1997 Plan, except to
the extent required by the Code in the case of Incentive Stock Options, the
Committee may modify grants made to Employee Participants who are foreign
nationals or employed outside the United States so as to recognize differences
in local law, tax policy, or custom.
Section V. Amendment and Termination; Adjustments Upon Changes in Stock.
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The Board of Directors of the Corporation may at any time, and from time to
time, amend, suspend or terminate this 1997 Plan or any portion thereof,
provided that no amendment shall be made without Stockholder approval if such
approval is necessary to comply with any applicable tax requirement, any
applicable rules or regulations of the Securities and Exchange Commission,
including Rule 16(b)-3 (or any successor rule thereunder), or the rules and
regulations of the New York Stock Exchange or any other exchange or stock market
on which the Corporation's securities are listed or quoted. Except as provided
herein, no amendment, suspension or termination of this 1997 Plan may affect the
rights of an Employee Participant to whom a Stock Option has been granted
without such Employee Participant's consent. The Committee is specifically
authorized to convert, in its discretion, the unexercised portion of any 1997
Plan ISO granted to an Employee Participant to a Non-qualified Option at any
time prior to the exercise, in full, of such 1997 Plan ISO. If there shall be
any change in the Common Stock or to any Stock Option granted under this 1997
Plan through merger, consolidation, reorganization, recapitalization, stock
dividend, stock split or other change in the corporate structure of the
Corporation, appropriate adjustments may be made by the Committee (or if the
Corporation is not the surviving corporation in any such transaction, the Board
of
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Directors of the surviving corporation, or its designee) in the aggregate number
and kind of shares subject to this 1997 Plan, and the number and kind of shares
and the price per share subject to outstanding Stock Options, provided that such
adjustment does not affect the qualification of any 1997 Plan ISO as an
Incentive Stock Option. In connection with the foregoing, the Committee may
issue new Stock Options in exchange for outstanding Stock Options.
Section VI. Shares of Common Stock Subject to the Plan.
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The number of shares of Common Stock that may be the subject of awards
under this 1997 Plan shall not exceed an aggregate of 1,000,000 shares. Shares
to be delivered under this 1997 Plan may be either authorized but unissued
shares of Common Stock or treasury shares. Any shares subject to a Stock Option
hereunder which for any reason terminates, is cancelled or otherwise expires
unexercised, and any shares reacquired by the Corporation due to restrictions
imposed on the shares, shares returned because payment is made hereunder in
Common Stock of equivalent value rather than in cash, and/or shares reacquired
from a recipient for any other reason shall, at such time, no longer count
towards the aggregate number of shares which have been the subject of Stock
Options issued hereunder, and such number of shares shall be subject to further
awards under this 1997 Plan, provided, first, that the total number of shares
then eligible for award under this 1997 Plan may not exceed the total specified
in the first sentence of this Section VI, and second, that the number of shares
subject to further awards shall not be increased in any way that would cause
this 1997 Plan or any Stock Option to not comply with Section 16, if applicable
to the Corporation.
Section VII. Effective Date and Term of the Plan.
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Provided there is Stockholder Approval on or before January 21, 1998, the
effective date of this 1997 Plan is January 21, 1997 (the "Effective Date") and
awards under this 1997 Plan may be made for a period of ten years commencing on
the Effective Date. The period during which a Stock Option may be exercised may
extend beyond that time as provided herein.
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