exhibit10_3.htm


    
      

    


    Exhibit
      10.3

     

    SECOND
      AMENDMENT TO PURCHASE AGREEMENT

     

    


     

    This
      SECOND AMENDMENT TO PURCHASE AGREEMENT (the "Amendment"), dated as of October
      29, 2007, is by and among Luby's, Inc., a Delaware corporation (together with
      its subsidiaries, the "Company"), and Harris J. Pappas and Christopher J.
      Pappas, individuals residing in Houston, Texas (together, the
      "Noteholders").  Unless otherwise specifically defined herein, each
      term used herein which is defined in the Purchase Agreement (as defined below)
      shall have the meaning assigned to such term in the Purchase
      Agreement.

     

    RECITALS

     

    WHEREAS,
      each of the Noteholders has agreed to amend the Employment Agreement, dated
      November 11, 2005, between the Company and such Noteholder, to, among other
      things, extend his employment with the Company for one year, until August 31,
      2009, without any increase in his annual base salary and without any other
      agreement as to compensation;

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements set forth
      herein and for good and valuable consideration, the receipt of which is hereby
      acknowledged, the parties hereto agree to amend that certain Purchase Agreement,
      dated March 9, 2001, by and between the Company and the Noteholders, as amended
      by the First Amendment to Purchase Agreement, dated as of June 7, 2004 (the
      "Purchase Agreement"), as follows:

     

    1.           Amendment
      of Section 1.1 (Definitions).  The following definition in
      Section 1.1 of the Purchase Agreement is hereby amended and restated in its
      entirety, to read as follows:

     

    ""Maximum
      Percentage Ownership" means (i) prior to March 15, 2002, 25%, (ii) from
      March 15, 2002 and prior to October 29, 2007, 28%, and (iii) on or after October
      29, 2007, 33%."

     

    2.           Amendment
      of Section 5.4 (Standstill).  Section 5.4 of the Purchase
      Agreement is hereby amended to add the following paragraph at the end of such
      Section 5.4:

     

    "(d)           Notwithstanding
      the foregoing, the Purchasers, together with their Affiliates and Associates
      and
      any 13d Group of which they are a part, shall not be deemed to Beneficially
      Own
      any Voting Stock or Common Stock of the Company in excess of the Maximum
      Percentage Ownership solely as the result of an acquisition of Voting Stock
      or
      Common Stock by the Company until such time thereafter as the Purchasers,
      together with their Affiliates and Associates and any 13d Group of which they
      are a part, shall become the Beneficial Owner (other than by means of a stock
      dividend or stock split or as a result of thereafter becoming the Beneficial
      Owner of shares issuable or issued upon the exercise of options to acquire
      Voting Stock or Common Stock granted to the Purchasers by the Company) of any
      additional shares of Voting Stock or Common Stock of the Company while the
      Purchasers, together with their Affiliates and Associates and any 13d Group
      of
      which they are a part, otherwise are, or as a result of which the Purchasers,
      together with their Affiliates and Associates and any 13d Group of which they
      are a part, otherwise become, the Beneficial Owner of any Voting Stock or Common
      Stock of the Company in excess of the Maximum Percentage
      Ownership."

     

     

     

     

     

     

     

     

     

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    3.           Counterparts.  This
      Amendment may be executed and delivered (including by facsimile transmission)
      in
      one or more counterparts, all of which shall be considered one and the same
      agreement and shall become effective when one or more counterparts have been
      signed by each of the parties and delivered to the other parties, it being
      understood that all parties need not sign the same counterpart.

     

    4.           Entire
      Agreement.  This Amendment together with the Purchase
      Agreement constitutes the entire agreement of the parties hereto and supersedes
      all prior agreements and understandings, both written and oral, among the
      parties with respect to the subject matter hereof.  There are no
      representations or warranties, agreements or covenants with respect to the
      subject matter hereof other than those expressly set forth in this Amendment
      and
      the Purchase Agreement.

     

    5.           Governing
      Law.  THIS AMENDMENT SHALL BE GOVERNED BY AND CONSTRUED IN
      ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING EFFECT TO ANY
      CONFLICTS OF LAWS PROVISIONS.

     

    6.           Public
      Announcements.  The Company, on the one hand, and
      Noteholders, on the other, shall consult with each other before issuing any
      press release or otherwise making any public statements with respect to this
      Amendment or the transactions contemplated hereby, except for statements
      required by Law or by any listing agreements with or rules of any national
      securities exchange or the National Association of Securities Dealers, Inc.,
      or
      made in disclosures reasonably determined as required to be filed pursuant
      to
      the Securities Act or the Exchange Act.

     

    7.           Headings.  The
      headings of this Amendment are for convenience or reference only and are not
      part of the substance of this Amendment.

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, each of the parties hereto has caused this Amendment to be
      executed as of the date first written above.

     

     

     

    
      	 	 	 	 	
              LUBY’S,
                INC

            
	 	 	 	 	 
	 	 	 	
              By:

            	
              /s/Gasper
                Mir, III

            
	 	 	 	
              Name:

            	
              Gasper
                Mir, III

            
	 	 	 	
              Title:

            	
              Chairman
                of the Board

            


    

    


    


    


    
      	 	 	 	 	
              NOTEHOLDERS:

            
	 	 	 	 	 
	 	 	 	 	
              /s/Harris
                J. Pappas

            
	 	 	 	 	
              Harris
                J. Pappas

            
	 	 	 	 	 
	 	 	 	 	 
	 	 	 	 	
              /s/Christopher
                J. Pappas

            
	 	 	 	 	
              Christopher
                J. Pappas