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Exhibit 10.13
SHONEY'S, INC.
1996 STOCK OPTION PLAN
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TABLE OF CONTENTS
PAGE
1. PURPOSE ..................................................................... 1
2. DEFINITIONS ................................................................. 1
A. Board ............................................................... 1
B. Closing ............................................................. 1
C. Code ................................................................. 1
D. Common Stock ......................................................... 1
E. Company ............................................................. 1
F. Enterprises Common Stock ............................................. 1
G. Enterprises Option ................................................... 1
H. Exchange Ratio ....................................................... 2
I. Option Price ......................................................... 2
J. Optionee ............................................................. 2
K. Plan ................................................................. 2
L. Plan Committee ....................................................... 2
M. Reorganization Agreement ............................................. 2
N. TPI Plans ........................................................... 2
3. SHARES SUBJECT TO PLAN ....................................................... 2
4. ELIGIBILITY ................................................................. 2
5. GRANT OF OPTIONS ............................................................. 3
6. ADMINISTRATION ............................................................... 3
7. TERMS AND CONDITIONS OF OPTIONS ............................................. 3
A. Option Period; Vesting; Exercisability ............................... 3
B. Option Price ......................................................... 3
C. Number of Shares ..................................................... 4
D. Incentive Stock Options ............................................. 4
E. Transferability of Options ........................................... 4
F. No Rights as Shareholder ............................................. 4
G. No Rights to Continued Employment ................................... 4
8. COMPLIANCE WITH OTHER LAWS AND REGULATIONS ................................... 4
9. CAPITAL ADJUSTMENTS AFFECTING STOCK, MERGERS AND CONSOLIDATIONS ............. 5
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10. AMENDMENT, SUSPENSION, OR TERMINATION ....................................... 5
11. EFFECTIVE DATE, TERM AND APPROVAL ........................................... 5
12. GOVERNING LAW; SEVERABILITY ................................................. 5
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SHONEY'S, INC. 1996 STOCK OPTION PLAN
1. PURPOSE. The purpose of the Shoney's, Inc. 1996 Stock Option
Plan is to consolidate into one plan the stock option plans of TPI Enterprises,
Inc. to the extent they are assumed by Shoney's, Inc. in connection with its
acquisition of substantially all of the assets of TPI Enterprises, Inc. in
1996. Participants will receive stock options under this Plan in exchange for
outstanding stock options under the TPI Enterprises, Inc. stock option plans
consolidated herein.
In connection with its acquisition of substantially all of the
assets of TPI Enterprises, Inc., Shoney's, Inc. is not assuming any obligation
of TPI Enterprises, Inc. with respect to stock options granted under its stock
option plans other than the obligation to issue shares of common stock of
Shoney's, Inc. upon a participant's timely exercise of stock options, as
authorized by this Plan. The exchange of stock options contemplated by this
Plan shall not affect the right of participants to participate in cash
distributions by TPI Enterprises, Inc. in its liquidation and dissolution
following the closing of the acquisition transaction, in accordance with the
Plan of Complete Liquidation, as adopted by its shareholders at a meeting held
on August 21, 1996.
2. DEFINITIONS.
A. "Board" means the Company's Board of Directors.
B. "Closing" means the closing of the transactions
contemplated by the Reorganization Agreement.
C. "Code" means the Internal Revenue Code of 1986, as
amended.
D. "Common Stock" means the Company's common stock,
having a par value of $1.00 per share.
E. "Company" means Shoney's, Inc., a Tennessee
corporation, with its principal place of business at 1727 Elm Hill Pike,
Nashville, Tennessee 37210.
F. "Enterprises Common Stock" means the common stock,
par value $.01 per share, of TPI Enterprises, Inc., a New Jersey corporation,
with its principal place of business at 3950 RCA Boulevard, Suite 5001, Palm
Beach Gardens, Florida 33410.
G. "Enterprises Option" means a stock option to purchase
shares of Enterprises Common Stock granted pursuant to and in accordance with a
TPI Plan but only to the extent such
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stock option represents the right to acquire shares of common stock and is
outstanding and has not expired or been terminated or been exercised as of the
Closing.
H. "Exchange Ratio" has the meaning given that term in
the Reorganization Agreement.
I. Option Price. The term "Option Price" means the
price to be paid for Common Stock upon the exercise of an option granted under
the Plan in accordance with Section 7.B.
J. "Optionee" means each person identified as an
optionee on Appendix A to the Plan.
K. "Plan" means the Shoney's, Inc. 1996 Stock Option
Plan, as set forth herein, and as amended from time to time.
L. "Plan Committee" means the Human Resources and
Compensation Committee of the Board.
M. "Reorganization Agreement" means the Plan of Tax-Free
Reorganization Under Section 368(a)(1)(C) of the Internal Revenue Code and
Agreement, dated March 15, 1996, as amended by Amendments No. 1, No. 2 and No.
3 thereto.
N. "TPI Plans" means the following stock options plans:
(1) TPI Enterprises, Inc. 1982 Stock Option Plan; (2) Telecom Plus
International, Inc. 1983 Stock Option Plan; (3) Telecom Plus International,
Inc. 1984 Stock Option Plan; (4) 1992 TPI Enterprises, Inc. Stock Option and
Incentive Plan; and (5) the TPI Enterprises, Inc. Non-Employee Directors Stock
Option Plan.
3. SHARES SUBJECT TO PLAN. Subject to adjustments and
substitutions made after the Closing pursuant to the terms of the stock option
agreements evidencing options granted under this Plan, the aggregate number of
shares that may be issued upon exercise of all options that may be granted
under the Plan shall not exceed Seven Hundred Thousand (700,000) of the
Company's authorized shares of Common Stock.
4. ELIGIBILITY. Attached as Appendix A hereto is a list
identifying each stock option granted in accordance with and outstanding under
the TPI Plans as of August __, 1996, identifying, with respect to each such
stock option, the date of grant, the name of the optionee, the number of shares
of Enterprises Common Stock subject to each such option, the exercise price and
the date of termination. Each person identified as an Optionee on Appendix A
is eligible to receive an option under this Plan.
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5. GRANT OF OPTIONS. Effective upon the Closing, each Optionee
shall be granted an option to purchase shares of Common Stock in accordance
with the terms of this Plan in exchange for each Enterprises Option held by
such Optionee.
6. ADMINISTRATION. The Plan shall be administered by the Plan
Committee. The Plan Committee shall have full power and authority to construe,
interpret, and administer the Plan and may from time to time adopt such rules
and regulations for carrying out the Plan as it may deem proper and in the best
interests of the Company. Subject to the terms, provisions and conditions of
the Plan, the Plan Committee shall have exclusive jurisdiction: [i] to
determine the manner in which each option shall be exercisable and the duration
of the exercise period; [ii] to condition grant of an option upon the
Optionee's exchange of an Enterprises Option as contemplated by this Plan;
[iii] to fix such other provisions of the option agreement as it may deem
necessary or desirable consistent with the terms of the Plan; [iv] to interpret
the provisions of the TPI Plans and the stock option agreements evidencing
options granted thereunder; and [v] to determine all other questions relating
to the administration of the Plan and options authorized and granted hereunder.
The interpretation of any provisions of the Plan, the TPI Plans and the stock
option agreements entered into pursuant to the Plan or the TPI Plans by the
Committee shall be final, conclusive, and binding upon all persons and the
officers of the Company shall place into effect and shall cause the Company to
perform its obligations under the Plan in accordance with the determinations of
the Plan Committee in administering the Plan.
7. TERMS AND CONDITIONS OF OPTIONS. Each option granted under
the Plan shall be evidenced by an option agreement signed by the Optionee and
by an executive officer of the Company on behalf of the Company. An option
agreement shall constitute a binding contract between the Company and the
Optionee, and every Optionee, upon acceptance of such option agreement, shall
be bound by the terms and restrictions of the Plan and of the option agreement.
Such agreement shall be subject to the following express terms and conditions
and to such other terms and conditions that are not inconsistent with the Plan
as the Plan Committee may deem appropriate.
A. Option Period; Vesting; Exercisability. Each option
agreement shall specify the period for which the option thereunder is granted
and shall provide that the option shall expire at the end of such period. In
determining the vesting or exercisability, as well as the term, of any option
granted hereunder, the grant date of the option shall be the original grant
date of the Enterprises Option for which the option was exchanged subject to
any acceleration of vesting or exercisability of the Enterprises Option for
which the option was exchanged which occurs as a result of the Closing.
B. Option Price. With respect to each option granted
under this Plan, the Option Price per share of Common Stock will be the
exercise price per share of Enterprises
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Common Stock under the Enterprises Option in exchange for which such option is
granted, divided by the Exchange Ratio. The Option Price shall be subject to
adjustments in accordance with the provisions of the stock option agreement
evidencing such option.
C. Number of Shares. With respect to each option
granted under this Plan, the number of shares of Common Stock subject to the
option will be that number of shares of Enterprises Common Stock subject to the
Enterprises Option in exchange for which such option is granted, multiplied by
the Exchange Ratio. The number of shares shall be subject to adjustments in
accordance with the provisions of the stock option agreement evidencing such
option.
D. Incentive Stock Options. It is the intent that each
option issued in exchange for an Enterprises Option that, immediately before
the Closing, qualified as an incentive stock option within the meaning of Code
Section 422 shall, to the extent permitted under the Code and the terms of this
Plan, qualify such option as an incentive stock option within the meaning of
Code Section 422.
E. Transferability of Options. An option granted under
the Plan may not be transferred by the Optionee otherwise than by will or the
laws of descent and distribution, and during the lifetime of the Optionee to
whom granted, may be exercised only by such Optionee.
F. No Rights as Shareholder. No Optionee or optionee's
representative shall have any rights as a shareholder with respect to Common
Stock subject to Optionee's option before the date of transfer to the Optionee
of a certificate or certificates for such shares.
G. No Rights to Continued Employment. The Plan and any
option granted under the Plan shall not confer upon any Optionee any right with
respect to employment or continuance of employment by the Company or any
subsidiary as defined in Code Section 424(f), nor shall it interfere in any way
with the right of the Company or any such subsidiary by which an Optionee is
employed to terminate Optionee's employment at any time.
8. COMPLIANCE WITH OTHER LAWS AND REGULATIONS. The Plan, the
grant and exercise of options thereunder, and the obligation of the Company to
sell and deliver Common Stock under such options, shall be subject to all
applicable federal and state laws, rules and regulations and to such approvals
by any government or regulatory agency as may be required. The Company shall
not be required to issue or deliver any certificates for Common Stock before
[i] the listing of the Common Stock on any stock exchange or over-the-counter
market on which the Common Stock may then be listed and [ii] the completion of
any registration or qualification of any governmental body which the Company
shall, in its sole discretion, determine to be necessary or advisable.
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9. CAPITAL ADJUSTMENTS AFFECTING STOCK, MERGERS AND
CONSOLIDATIONS. The granting of an option pursuant to the Plan shall not
affect in any way the right and power of the Company to make adjustments,
reorganizations, reclassifications, or changes of its capital or business
structure or to merge, consolidate, dissolve, liquidate, sell or transfer all
or any part of its business or assets.
10. AMENDMENT, SUSPENSION, OR TERMINATION. The Board shall have
the right, at any time, to amend, suspend or terminate the Plan in any respect
that it may deem to be in the best interests of the Company.
11. EFFECTIVE DATE, TERM AND APPROVAL. The effective date of the
Plan shall be the date of the Closing. The Plan was adopted by the Board on
August 29, 1996. The Plan shall terminate on November 21, 2004, and no
options may be granted under the Plan after such time, but any option granted
prior thereto may be exercised in accordance with its terms.
12. GOVERNING LAW; SEVERABILITY. The Plan shall be governed by
the laws of the State of Tennessee. The invalidity or unenforceability of any
provision of the Plan or any option granted pursuant to the Plan shall not
affect the validity and enforceability of the remaining provisions of the Plan
and the options granted hereunder, and such invalid or unenforceable provision
shall be stricken to the extent necessary to preserve the validity and
enforceability of the Plan and the options granted hereunder.
SHONEY'S, INC.
By:
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C. Stephen Lynn, Chairman of the Board, Chief
Executive Officer and President
ATTEST:
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Secretary
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