1
EXHIBIT (A)(2)
COOKER RESTAURANT CORPORATION
TRANSMITTAL LETTER
RE: 2001 RESTRICTED STOCK PLAN
Ladies and Gentlemen:
The undersigned is a holder of one or more stock options (the
"Options") issued by Cooker Restaurant Corporation (the "Company"). The Company
has offered to award to the undersigned Shares of Restricted Stock issued
pursuant to the Company's 2001 Restricted Stock Plan (the "Plan") in exchange
for cancellation of the Options (the "Exchange Offer"). The number of Options
held by the undersigned is reflected on Schedule A attached hereto. The number
of Shares of Restricted Stock that the Company has offered to award to the
undersigned in exchange for cancellation of the Options is reflected on Schedule
A. By execution and delivery of this Transmittal Letter the undersigned hereby
agrees to cancel the Options and accepts the Company's offer to issue Shares of
Restricted Stock in lieu thereof.
The undersigned acknowledges that he or she has received a
copy of an exchange offer and the Plan and a Restricted Stock Agreement
confirming the award of the Shares of Restricted Stock and has had an
opportunity to review the Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2000 and the Company's Proxy Statement with respect to
its annual meeting of shareholders to be held on April 30, 2001.
The undersigned has enclosed with this transmittal letter the
following:
(i) The original option certificate issued by the Company
evidencing the Options being cancelled in connection with the issuance of the
Shares of Restricted Stock or, if the original option certificate has been lost
or misplaced, the undersigned has executed the Lost Option Certificate Affidavit
below;
(ii) An executed copy of the Restricted Stock Agreement
confirming the grant of the Shares of Restricted Stock in exchange for the
cancellation of the Options;
(iii) An original executed stock power with respect to the
Shares of Restricted Stock in the form attached hereto.
Dated: , 2001 Signature:
------- ----------------------------
Printed Name:
-------------------------
Address:
------------------------------
--------------------------------------
--------------------------------------
Social Security Number:
---------------
2
NOTE: If you have lost or misplaced your original option certificate, you will
need to execute the following Lost Option Certificate Affidavit
LOST OPTION CERTIFICATE AFFIDAVIT
This Affidavit of Lost Option Certificate is being submitted
to Cooker Restaurant Corporation (the "Company") in connection with the Company
issuing shares of restricted stock to the undersigned. The undersigned
represents and warrants to the Company that the certificate evidencing the
option to acquire shares of common stock in the Company previously delivered by
the Company to the undersigned is lost or misplaced; that such certificate has
not been transferred or endorsed, in blank or otherwise; and that the
undersigned has made a diligent attempt to locate the lost certificate. If the
undersigned should locate the lost certificate in the future, the undersigned
agrees to deliver such certificate immediately to the Company. The undersigned
hereby agrees to indemnify and save and hold harmless the Company from any and
all loss or expense, including attorney's fees and court costs, it may pay or
incur as a result of the lost certificate being found.
----------------------------------
Signature
----------------------------------
Printed Name
3
SCHEDULE A
TO
TRANSMITTAL LETTER
Number of Shares of
Number of Options being Cancelled Restricted Stock being Issued
--------------------------------- -----------------------------
4
IRREVOCABLE STOCK POWER
KNOW ALL MEN BY THESE PRESENTS,
That the undersigned, hereby sells, assigns and transfers to
Cooker Restaurant Corporation, an Ohio corporation, for value received,
________________________________________________________________________ (_____)
shares of the common stock, no par value, of Cooker Restaurant Corporation, an
Ohio corporation, standing in the name of the undersigned on the books of said
corporation as per following certificate, viz.:
No. ___________ dated _________________________________, for
___________________________________________________ (________) shares and hereby
irrevocably appoints and authorizes ____________________________ to make for and
in the name and stead of the undersigned the necessary transfer of said stock on
the books of said corporation, with power also to appoint and authorize one or
more persons as substitute or substitutes therefor, with like full power, hereby
ratifying and confirming all that shall be lawfully done under the authorization
herein granted.
IN WITNESS WHEREOF, the undersigned has executed this power as
of the ___ day of ______________, 2001.
----------------------------------
Signature
----------------------------------
Printed Name