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EXHIBIT 10.20
FAMILY STEAK HOUSES OF FLORIDA, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
THIS NON-QUALIFIED STOCK OPTION AGREEMENT (this "Agreement") is made
and entered into by and between FAMILY STEAK HOUSES OF FLORIDA, INC., a Florida
corporation ("Company"), and JAY CONZEN ("Optionee") as of the 3rd day of
November, 1999 ("Date of Grant").
WHEREAS, the Company's Executive Compensation Committee (the
"Committee") has recommended and the Company's Board of Directors has approved
the grant to Optionee of a non-qualified stock option to purchase all or any
part of Twenty-Five Thousand (25,000) authorized but unissued shares of voting
common stock of the Company, $.01 par value, at the price of $2.00 per share,
such option to be for the term and upon the terms and conditions hereinafter
stated;
NOW THEREFORE, it is hereby agreed:
1. GRANT OF OPTION. Pursuant to the action of the Executive
Compensation Committee and Board of Directors, Company hereby grants to
Optionee the option to purchase, upon and subject to the terms and conditions
of this Agreement, all or any part of Twenty-Five Thousand (25,000) shares of
the Company's common stock (the "Shares") at the price of $2.00 per Share.
2. METHOD OF PAYMENT. The exercise price shall be paid in full
at the time of exercise in one of the following ways:
(i) in cash, for a payment of $2.00 per Share purchased;
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(ii) by the surrender of such number of shares of the
Company's common stock, the fair market value of which is currently equal to
the option price for the Shares currently being purchased pursuant to this
Agreement; or
(iii) by a combination of cash and the Company's common
stock, having an aggregate value on the date of exercise equal to the aggregate
option exercise price for the shares currently being purchased pursuant to the
Plan.
The value of any shares of common stock tendered in payment of the
option price shall be the closing sale price for such shares (as reported in
The Wall Street Journal or other reputable publication) on the trading day
preceding the date they are tendered to the Company. Optionee shall deliver all
shares of common stock utilized for the payment of the option price free and
clear of all liens and encumbrances and in transferable form.
3. WITHHOLDING. Where the Optionee is entitled to receive any
Shares pursuant to the exercise of this option, the Company shall have the
right to require Optionee to pay to the Company the amount of any federal,
state or local income taxes or other amounts which the Company is required to
withhold with respect to such exercise ("Withholding Taxes"), or, in lieu
thereof, Optionee may make a written election to have withheld a portion of the
Shares then issuable with a value equal to the Withholding Taxes. The Company's
method of satisfying its withholding obligations shall be solely in the
discretion of the Company, subject to applicable federal, state and local laws.
4. EXERCISABILITY. The option shall be exercisable as to all
such Shares as of the Date of Grant.
5. EXERCISE OF OPTION. This option may be exercised by ten (10)
days written notice delivered to the Secretary of the Company stating the
number of Shares with respect to which this option is being exercised, together
with cash, surrendered Company stock or a
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combination thereof in the amount of the purchase price of such shares. Not
fewer than one hundred (100) shares may be purchased at any one time unless the
number purchased is the total number which may be purchased under this option.
Whether the option is exercised by Optionee during his lifetime or by his
personal representative or heirs after his death, such option must be
exercised, if at all, not later than November 3, 2009; otherwise, such option
shall lapse and shall not be exercisable in any amount after November 3, 2009.
6. CESSATION OF SERVICE. If Optionee shall cease to serve as a
director of the Company for any reason, including but not limited to Optionee's
disability or death, this option shall expire twelve (12) months thereafter or,
if earlier, on the date specified in Paragraph 5 hereof.
7. NONTRANSFERABILITY; DEATH OF OPTIONEE. Neither this option
nor any interest or right therein or part thereof shall be subject to
disposition by transfer (other than by will or the laws of descent and
distribution), alienation, anticipation, pledge, encumbrance, assignment or any
other means, whether such disposition is voluntary or involuntary or by
operation of law, by judgment, levy, attachment, garnishment or any other legal
or equitable proceedings (including bankruptcy), and any attempted disposition
thereof shall be null and void and of no effect. This option may only be
transferable by will or by the laws of descent and distribution and may be
exercised only by Optionee during Optionee's lifetime. If Optionee dies while
serving as a director of the Company, the persons to whom Optionee's rights
under this option shall have passed by will or by the applicable laws of
descent and distribution shall have the right to exercise this option for a
period of one (1) year after the date of Optionee's death or, if earlier, on
the date specified in Paragraph 5 hereof.
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8. CONTINUED SERVICE. This agreement shall not obligate the
Company to nominate the Optionee as a director or otherwise cause Optionee to
serve as a director or to continue to engage Optionee as a consultant.
9. PRIVILEGES OF STOCK OWNERSHIP. Optionee shall have no rights
as a stockholder with respect to the Shares until the date of issuance of stock
certificates for such Shares to Optionee. Except as provided in Paragraph 10
hereof, no adjustment will be made for dividends or other rights for which the
record date is prior to the date such stock certificates are issued.
10. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. If the
outstanding shares of the common stock of the Company are increased, decreased
or changed into, or exchanged for a different number or kind of shares or
securities of the Company, without receipt of consideration by the Company,
through reorganization, merger, recapitalization, reclassification, stock
split-up, stock dividend, stock consolidation or otherwise, an appropriate and
proportionate adjustment shall be made in the number and kind of Shares and the
exercise price per Share allocated to the unexercised portion of this option,
which shall have been granted prior to any such change in capitalization. Any
such adjustment, however, in this option shall be made without change in the
total price applicable to the unexercised portion of the option but with a
corresponding adjustment in the price for each Share subject to this option.
Adjustments under this section shall be made by the Committee, whose
determination as to what adjustments shall be made, and the extent thereof,
shall be final and conclusive. No fractional shares of stock shall be issued
under this option on account of any such adjustment.
11. EFFECT OF CERTAIN TRANSACTIONS. In the event of (i) the
liquidation or dissolution of the Company or (ii) a merger or consolidation of
the Company (a "Transaction"), this Option shall continue in effect in
accordance with its terms and Optionee shall be entitled to
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receive in respect of each Share subject to the unexercised portion of this
option, upon its exercise, the same number and kind of stock, securities, cash,
property or other consideration that each holder of a share of common stock was
entitled to receive in the Transaction in respect of such share.
12. ADMINISTRATION. This option shall be administered by the
Committee subject to the express terms and conditions set forth herein. The
Committee shall have the power from time to time to construe and interpret this
option and to establish, amend and revoke rules and regulations for the
administration of this option, including, but not limited to, correcting any
defect or supplying any omission, or reconciling any inconsistency in this
Agreement, in the manner and to the extent it shall deem necessary or
advisable, and generally to exercise such powers and to perform such acts as
are deemed necessary or advisable to promote the best interests of the Company
with respect to this option. All decisions and determinations by the Committee
in the exercise of this power shall be final, binding and conclusive upon the
Company, the Optionee, and all other persons having any interest therein.
13. TAX STATUS OF OPTION. This option is not intended to be an
"incentive stock option" within the meaning of Section 422 of the Internal
Revenue Code of 1986 (the "Code") or any successor provision thereof.
14. MODIFICATION OR SUBSTITUTION. The Committee may, in its
discretion, modify this option or accept its surrender and grant new options in
substitution for it. Notwithstanding the foregoing, no modification of this
option shall adversely alter or impair any of Optionee's rights or obligations
under this option without the Optionee's consent.
15. SECURITIES LAWS. This option is subject to the requirement
that, if at any time the Committee determines, in its discretion, that the
listing, registration or qualification of Shares issuable pursuant to this
option is required by any securities exchange or under any state
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or federal law, or the consent or approval of any governmental regulatory body
is necessary or desirable as a condition of, or in connection with the issuance
of the Shares, no Share shall be issued, in whole or in part, unless listing,
registration, qualification, consent or approval has been effected or obtained
free of any conditions as acceptable to the Committee.
16. RESTRICTIONS ON SHARES ISSUED UPON EXERCISE. Unless the
Shares issuable upon exercise of this Option have been registered under the
Securities Act of 1933, as amended (the "Act") and such registration is then
effective with respect to such Shares or the Shares are otherwise exempt from
such registration, such shares shall be restricted against transfer to the
extent required by the Act, and Rule 144 or other regulations thereunder. The
Committee may require Optionee as a condition precedent to receipt of such
shares, to represent and warrant to the Company in writing that (i) the Shares
acquired by him are acquired for Optionee's own account for investment purposes
and without any present intention to distribute or resell the Shares; (ii)
Optionee acknowledges that the Shares have not been registered under the Act
and constitute "restricted securities" thereunder, and, accordingly, the
subsequent transfer of such shares will be subject to certain limitations;
(iii) the Shares will not be sold or transferred other than pursuant to an
effective registration thereof under the Act or pursuant to an exemption
applicable under the Act or the rules and regulations promulgated thereunder;
and (iv) the Optionee or other person then entitled to exercise such Option or
portion will indemnify the Company against and hold it harmless from any loss,
damage, expense or liability resulting to the Company if any sale or
distribution of the Shares by such person is not made in accordance with the
Act or the rules and regulations promulgated thereunder. The certificates
evidencing any of such Shares shall be appropriately legended to reflect their
status as restricted securities.
17. BINDING EFFECT. This Agreement shall inure to the benefit of
and be binding upon the Company's successors and assigns. All obligations
imposed upon Optionee and all
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rights granted to Optionee under this Agreement shall be binding upon
Optionee's heirs, executors, administrators and successors.
18. SEVERABILITY. Should any provision of this Agreement be held
by a court of competent jurisdiction to be unenforceable or invalid for any
reason, the remaining provisions of this Agreement shall not be affected by
such holding and shall continue in full force in accordance with their terms.
19. GOVERNING LAW. This Agreement shall be governed by the laws
of the State of Florida, without regard to its choice or conflict of law rules.
"COMPANY'
FAMILY STEAK HOUSES OF FLORIDA, INC.
By:
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Glen F. Ceiley, Chairman
"OPTIONEE"
By:
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As to Optionee
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