exhibit10_2.htm


    
      

    


    Exhibit
      10.2

     

    AMENDMENT
      NO. 1 TO

     

    EMPLOYMENT
      AGREEMENT

     

    This
      Amendment No. 1 ("Amendment") to the Employment Agreement, dated
      November 9, 2005 (the "Agreement"), between Luby's, Inc., a Delaware
      corporation ("Luby's" or the "Company"), and Harris J. Pappas, a resident of
      Houston, Texas ("Executive"), is executed as of the 29th day of October,
      2007 (the "Effective Date").  For purposes of this Amendment, "Luby's"
      or the "Company" shall include the subsidiaries of Luby's.  Luby's and
      Executive are sometimes referred to herein individually as a "Party," and
      collectively as the "Parties."

     

    RECITALS

     

    WHEREAS,
      prior to this Amendment, the Term of Executive's employment under the Agreement
      was scheduled to terminate on August 31, 2008;

     

    WHEREAS,
      the Company and Executive desire to extend the Term of Executive's employment
      for one year, until August 31, 2009;

     

    WHEREAS,
      Executive has agreed to extend the Term of his employment without any increase
      in his annual base salary;

     

    NOW,
      THEREFORE, for and in consideration of the mutual promises, covenants and
      obligations contained herein, the Company and Executive agree as
      follows:

     

    1.           Definitions.  Capitalized
      terms used in this Amendment, to the extent not otherwise defined herein, shall
      have the same meaning as in the Agreement, as amended hereby.

     

    2.           Amendments.

     

    (a)  As
      of the Effective Date, Section 3 of the Agreement is hereby amended and restated
      as follows:

     

    "3.           Term.  Subject
      to the provisions for termination of employment as provided in Section 8(a),
      Executive's employment under this Agreement shall be for a period beginning
      on
      the Effective Date and ending on August 31, 2009 ("Term")."

     

    (b)  As
      of the Effective Date, Section 11(b) of the Agreement is hereby amended and
      restated as follows:

     

    "(b)           Executive
      agrees that for so long as he is employed by Luby’s and for the Covenant Period
      he will not without the prior written consent of the
      Company:  (i) knowingly, after due inquiry, sell any shares of
      Common Stock, or right to acquire Common Stock, to any person or group (as
      defined in Section 13(d)(3) of the Exchange Act , as amended, and the
      regulations promulgated thereunder) that would subsequent to such sale
      Beneficially Own in excess of 10% of the Company’s issued and outstanding Common
      Stock (1% in the case of industry competitors), (ii) solicit, or participate
      in
      a solicitation of proxies or votes or consents to vote any voting securities
      of
      the Company or grant (except to the Company or its representatives or
      representatives of the Executive) any proxies to vote such securities or subject
      their shares in the Company to any voting trust or other voting arrangement
      or
      agreement, (iii) form, join, or in any way participate in, any group (as defined
      in Section 13(d)(3) of the Exchange Act, as amended, and the regulations
      promulgated thereunder) with respect to voting securities of the Company, or
      (iv) seek, propose, or make any public statement regarding any merger, tender
      or
      exchange offer or other business combination involving the Company or any sale,
      assignment, transfer, lease or other disposition by the Company of all or
      substantially all of its assets; provided, however, that (A) the
      covenants contained in this subsection (b) shall terminate and shall be of
      no
      further force or effect upon the occurrence of a Change of Control; (B) the
      covenants contained in clauses (ii) and (iii) of this subsection (b) shall
      not
      apply during any period in which there are solicitations by any Person or 13d
      Group (other than the directors of the Company and other than Executive or
      Christopher J. Pappas or a 13d Group in which Executive or Christopher J. Pappas
      is a participant) of proxies or votes or consents to vote any voting securities
      of the Company with respect to the election of directors at any annual or
      special meeting of security holders of the Company or with respect to any other
      matter, including any shareholder proposal; and (C) the covenant contained
      in
      clause (iv) of this subsection (b) shall not apply during the period beginning
      on the date that any Person or 13d Group proposes a Change of Control to the
      Company and ending at such time as any such Person or 13d Group shall withdraw,
      terminate or otherwise definitively cease to make or pursue, and otherwise
      take
      any action in furtherance of, any such proposal."

     

    3.           Noncompetition.  Executive
      hereby acknowledges and reaffirms the provisions of Section 11(a) of the
      Agreement.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    4.           CONTROLLING
      LAW.  THIS AMENDMENT SHALL BE DETERMINED AND GOVERNED BY AND
      CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT GIVING
      EFFECT TO ANY CONFLICTS OF LAWS PROVISIONS.

     

    5.           Severability.  If
      any term or other provision of this Amendment is invalid, illegal, or incapable
      of being enforced by any rule of applicable law, or public policy, all other
      conditions and provisions of this Amendment shall nevertheless remain in full
      force and effect so long as the economic or legal substance of the transactions
      contemplated herein are not affected in any manner materially adverse to any
      party.  Upon such determination that any term or other provision is
      invalid, illegal, or incapable of being enforced, the parties hereto shall
      negotiate in good faith to modify this Amendment so as to effect the original
      intent of the parties as closely as possible in a mutually acceptable manner
      in
      order that the transactions contemplated herein are consummated as originally
      contemplated to the fullest extent possible.

     

    6.           Effect
      of Amendment.  This Amendment shall be binding upon Executive
      and his heirs, executors, legal representatives, successors and assigns, and
      Luby's and its legal representatives, successors and assigns.  Except
      as provided in the preceding sentence, this Amendment, and the rights and
      obligations of the Parties hereunder, are personal and neither this Amendment,
      nor any right, benefit, or obligation of either Party hereto, shall be subject
      to voluntary or involuntary assignment, alienation, or transfer, whether by
      operation of law or otherwise, without the prior written consent of the other
      Party.

     

    7.           Execution.  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 Party, it being
      understood that all Parties need not sign the same counterpart.

     

    


     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

     

    
 

     


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    IN
      WITNESS WHEREOF, the Parties have executed this Amendment effective as of the
      Effective Date.

     

    


     

    
      	 	 	 	 	 
	 	 	 	 	
              /s/Harris
                J. Pappas

            
	 	 	 	 	
              Harris
                J. Pappas

            
	 	 	 	 	 


    

    


    


    


    
      	 	 	 	 	
              LUBY’S,
                INC.

            
	 	 	 	 	 
	 	 	 	 	
              /s/Gasper
                Mir, III

            
	 	 	 	 	
              Gasper
                Mir, III

            
	 	 	 	 	
              Chairman
                of the Board