Amended and Restated Luby's Incentive Stock Plan


    LUBY'S
      INCENTIVE STOCK PLAN

    Amended
      and Restated as of December 6, 2005

    


    


    1. Objectives.
      The
      Luby’s Incentive Stock Plan (the “Plan”) is designed to benefit the shareholders
      of the Company by encouraging and rewarding high levels of performance by
      individuals who are key to the success of the Company by increasing the
      proprietary interest of such individuals in the Company's growth and success.
      To
      accomplish these objectives, the Plan authorizes incentive Awards through grants
      of stock options, restricted stock, and performance shares to those individuals
      whose judgment, initiative, and efforts are responsible for the success of
      the
      Company.

    


    2. Definitions.

    


    "Award"
      means any award described in Section 5 of the Plan.

    


    "Award
      Agreement" means an agreement entered into between the Company and a
      Participant, setting forth the terms and conditions applicable to the Award
      granted to the Participant.

    


    “Board"
      means the Board of Directors of the Company.

    


    "Code"
      means the Internal Revenue Code of 1986, as amended from time to
      time.

    


    “Committee"
      means the Executive Compensation Committee of the Board or other committee
      designated by the Board to administer the Plan. The Committee shall be
      constituted to comply with Rule 16b-3 promulgated under the Securities Exchange
      Act of 1934 or any successor rule.

    


    "Common
      Stock" means the common stock of the Company (par value $.32 per share) and
      shall include both treasury shares and authorized but unissued
      shares.

    


    “Company”
      means Luby’s, Inc., a Delaware corporation.

    


    "Effective
      Date" means December 6, 2005.

    


    "Fair
      Market Value" means the closing price of the Common Stock as reported by the
      composite tape of New York Stock Exchange issues (or such other reporting system
      as shall be selected by the Committee) on the relevant date, or if no sale
      of
      Common Stock is reported for such date, the next following day for which there
      is a reported sale.

    


    “Participant"
      means an individual who has been granted an Award pursuant to the
      Plan.

    


    "1989
      Plan" means the Management Incentive Stock Plan of the Company, which was
      adopted in 1989.

    


    “Plan”
      means this Luby's Incentive Stock Plan, Amended and Restated as of December
      6,
      2005.

    


    3. Eligibility.
      All
      employees of any of the following entities are eligible to receive Awards under
      the Plan: (i) the Company, (ii) any corporation or other entity that has elected
      to be taxed as a corporation for federal income tax purposes (collectively
      “Entities”), other than the Company, in an unbroken chain of Entities beginning
      with the Company if each of the Entities other than the last Entity in the
      unbroken chain owns stock or interests possessing more than fifty percent (50%)
      of the total combined voting power of all classes of stock or interests in
      one
      of the other Entities in such chain, (iii) partnerships and any other business
      entities in which the Company, directly or indirectly, owns more than fifty
      percent (50%) of the capital and profit interests. With regard to the issuance
      of incentive stock options, all employees of any of the entities described
      in
      (i) and (ii) are eligible to receive Awards under the Plan.

    


    4. Common
      Stock Available for Awards.
      Subject
      to the adjustment provisions of Section 10, the number of shares of Common
      Stock
      that may be issued for Awards granted under the Plan is equal to the sum of:
      (a)
      2,100,000 shares; (b) any shares of Common Stock that were authorized to be
      awarded under the 1989 Plan but were not awarded under the 1989 Plan; and (c)
      any shares of Common Stock represented by awards granted under the 1989 Plan
      which have been or will be forfeited, expire, or canceled without delivery
      of
      Common Stock, or which have resulted or will result in the forfeiture of Common
      Stock back to the Company. Notwithstanding the foregoing, the maximum aggregate
      number of shares of Common Stock that may be issued under the Plan is 2,600,000.
      Any of the authorized shares may be used for any of the types of Awards
      described in the Plan. No Participant may receive, under the Plan, stock options
      for more than 100,000 shares in any one year, except that stock options may
      be
      granted to a newly hired employee for not more than 200,000 shares in the first
      year of employment. Shares of Common stock related to Awards which (i) are
      forfeited, (ii) expire unexercised, (iii) are settled in such manner that all
      or
      some of the shares covered by an Award are not issued to a Participant, (iv)
      are
      exchanged for Awards that do not involve Common Stock, or (v) are tendered
      by a
      Participant upon exercise of a stock option in payment of all or a portion
      of
      the option price shall be added back to the pool and shall immediately become
      available for Awards.

    


    5. Awards.
      The
      Committee shall select the persons who are to receive Awards and shall determine
      the type or types of Award(s) to be made to each Participant and shall set
      forth
      in the related Award Agreement the terms, conditions, performance requirements,
      and limitations applicable to each Award. Awards may be granted singly, in
      combination, or in tandem. Awards may include but are not limited to the
      following:

    


    (a) Nonqualified
      Stock Options.
      A
      nonqualified stock option is a right to purchase a specified number of shares
      of
      Common Stock at a fixed option price equal to the Fair Market Value of the
      Common Stock on the date the Award is granted, during a specified time, not
      to
      exceed ten years, as the Committee may determine. The option price shall be
      payable:

    


    (i) in
      U.S.
      dollars by personal check, bank draft, or by money order payable to the order
      of
      the Company or by money transfer or direct account debit; or

    


    (ii) if
      the
      Committee so determines, through the delivery of shares of Common Stock of
      the
      Company with a Fair Market Value equal to all or a portion of the option price
      for the total number of options being exercised; or

    


    (iii) by
      a
      combination of the methods described in subsections (i) and (ii) next
      above.

    


    (b) Incentive
      Stock Options.
      An
      incentive stock option (“ISO”) is an Award which, in addition to being subject
      to applicable terms, conditions, and limitations established by the Committee,
      complies with Section 422 of the Code. Among other limitations, Section 422
      of
      the Code currently provides (i) that the aggregate Fair Market Value (determined
      at the time the option is granted) of Common Stock for which ISOs are
      exercisable for the first time by a Participant during any calendar year shall
      not exceed $100,000, (ii) that ISOs shall be priced at not less than 100% of
      the
      Fair Market Value on the date of the grant, and (iii) that ISOs shall be
      exercisable for a period of not more than ten years. The Committee may provide
      that the option price under an ISO can be paid by one or more of the methods
      described in subsection (a) next above.

    


    (c) Restricted
      Stock.
      Restricted Stock is Common Stock of the Company that is subject to restrictions
      on transfer and/or such other restrictions on incidents of ownership as the
      Committee may determine, for a required period of continued employment of not
      less than three years as set by the Committee at the time of Award. Restricted
      Stock Awards shall require no payments of consideration by the Participant,
      either on the date of grant or the date the restriction(s) are removed, unless
      specifically required by the terms of the Award Agreement.

    


    (d) Performance
      Shares.
      A
      Performance Share is Common Stock of the Company, or a unit valued by reference
      to Common Stock, that is subject to restrictions on transfer and/or such other
      restrictions on incidents of ownership as the Committee may determine. The
      elimination of restrictions on a Performance Share and the number of shares
      ultimately earned by a Participant shall be contingent upon achievement of
      one
      or more performance targets specified by the Committee. Performance Shares
      may
      be paid in Common Stock, cash, or a combination thereof. The Committee shall
      establish minimum performance targets with respect to each Performance Share.
      Performance targets may be based on financial criteria consisting of (i) revenue
      growth, (ii) diluted earnings per share, (iii) net operating profit after taxes,
      (iv) cash flow, (v) economic value added, or (vi) a combination of such
      criteria. No Participant may receive, under the Plan, a Performance Share Award
      for any award cycle in excess of 25,000 performance units or 25,000 shares
      of
      Common Stock.

    


    6. Certain
      Changes.
      Except
      as may be permitted under the provisions of Section 10 or Section
      11, no
      stock
      option issued pursuant to the Plan may be (i) canceled by the Company or (ii)
      amended so as to reduce the option price, unless such cancellation or amendment
      is approved by the shareholders of the Company.

    


    7. Award
      Agreements.
      Each
      Award under this Plan shall be evidenced by an Award Agreement consistent with
      the provisions of the Plan setting forth the terms and conditions applicable
      to
      the Award. Award Agreements shall include:

    


    (a) Nonassignability.
      With
      respect to nonqualified stock options, incentive stock options and Performance
      Shares, a provision that no Award shall be assignable or transferable except
      by
      will or by the laws of descent and distribution and that during the lifetime
      of
      a Participant, the Award shall be exercised only by such
      Participant.

    


    (b) Termination
      of Employment.
      Provisions governing the disposition of an Award in the event of the retirement,
      disability, death, or other termination of a Participant's employment or
      relationship to the Company or any affiliate of the Company.

    


    (c) Rights
      as a Shareholder.
      A
      provision that a Participant shall have no rights as a shareholder with respect
      to any shares covered by an Award until the date the Participant or his nominee
      becomes the holder of record. Except as provided in Section 9 hereof, no
      adjustment shall be made for dividends or other rights for which the record
      date
      is prior to such date, unless the Award Agreement specifically requires such
      adjustment.

    


    (d) Withholding.
      A
      provision requiring the withholding of all taxes required by law from all
      amounts paid in cash. In the case of payments of Awards in shares of Common
      Stock, the Participant may be required to pay the amount of any taxes required
      to be withheld prior to receipt of such shares. A Participant must in all
      instances pay the required withholding taxes in cash. The withholding of shares
      to pay taxes shall not be permitted.

    


    (e) Other
      Provisions.
      Such
      other terms and conditions, including the criteria for determining vesting
      of
      Awards and the amount or value of Awards, as the Committee determines to be
      necessary or appropriate. Without limiting the generality of the foregoing,
      any
      stock option granted under the Plan may provide, if the Committee so determines,
      that upon the occurrence of a “change of control” (as defined in Section 11) the
      option shall immediately become exercisable and shall remain exercisable for
      a
      period of one year after termination of the optionee’s employment but not later
      than the expiration date of the option.

    


    8. Administration.
      The
      Plan
      shall be administered by the Committee, which shall have full and exclusive
      power to interpret the Plan, to grant waivers of Award restrictions, and to
      adopt such rules, regulations, and guidelines for carrying out the Plan as
      it
      may deem necessary or proper, all of which powers shall be executed in the
      best
      interests of the Company and in keeping with the objectives of the Plan. All
      questions of interpretation and administration with respect to the Plan and
      Award Agreements shall be determined by the Committee, and its determination
      shall be final and conclusive. The Committee may delegate to the Chief Executive
      Officer of the Company its administrative functions and authority to grant
      Awards under the Plan pursuant to such conditions and limitations as the
      Committee may establish, except that only the Committee may select, and grant
      Awards to, Participants who are subject to Section 16 of the Securities Exchange
      Act of 1934.

    


    9. Amendment,
      Modification, Suspension, or Discontinuance of the Plan.
      The
      Board may amend, modify, suspend, or terminate the Plan for the purpose of
      meeting or addressing any changes in legal requirements or for any other purpose
      permitted by law. Subject to changes in law or other legal requirements that
      would permit otherwise, the Plan may not be amended without the consent of
      the
      holders of a majority of the shares of Common Stock then outstanding (i) to
      increase the aggregate number of shares of Common Stock that may be issued
      under
      the Plan (except for adjustments pursuant to Section 9 of the Plan), (ii) to
      decrease the option price, (iii) to materially modify the requirements as to
      eligibility for participation in the Plan, (iv) to withdraw administration
      of
      the Plan from the Committee, or (v) to extend the period during which Awards
      may
      be granted.

    


    10. Adjustments.
      In the
      event of any change in the outstanding Common Stock of the Company by reason
      of
      a stock split, stock dividend, combination or reclassification of shares,
      recapitalization, merger, or similar event, the Committee may adjust
      proportionally (a) the number of shares of Common Stock (i) reserved under
      the
      Plan, (ii) for which Awards may be granted to an individual Participant, and
      (iii) covered by outstanding Awards denominated in stock or units of stock;
      (b)
      the stock prices related to outstanding Awards; and (c) the appropriate Fair
      Market Value and other price determinations for such Awards. In the event of
      any
      other change affecting the Common Stock or any distribution (other than normal
      cash dividends) to holders of Common Stock, such adjustments as may be deemed
      equitable by the Committee, including adjustments to avoid fractional shares,
      may be made to give proper effect to such event. In the event of a corporate
      merger, consolidation, acquisition of property or stock, separation,
      reorganization or liquidation, the Committee shall be authorized to issue or
      assume stock options, whether or not in a transaction to which Section 424(a)
      of
      the Code applies, by means of substitution of new stock options for previously
      issued stock options or an assumption of previously issued stock options. The
      issuance of new stock options for previously issued stock options or the
      assumption of previously issued stock options in connection with a corporate
      merger, consolidation, acquisition of property or stock, separation,
      reorganization or liquidation shall not reduce the number of shares of Common
      stock available for Awards under the Plan.

    


    11. Change
      of Control.
      (a) In
      the event of a change of control of the Company, or if the Board reaches
      agreement to merge or consolidate with another corporation and the Company
      is
      not the surviving corporation or if all, or substantially all, of the assets
      of
      the Company are sold, or if the Company shall make a distribution to
      shareholders that is nontaxable under the Code, or if the Company shall dissolve
      or liquidate (a "Restructuring Event"), then the Committee may, in its
      discretion, recommend that the Board take any of the following actions as a
      result of, or in anticipation of, any such Restructuring Event to assure fair
      and equitable treatment of Participants:

    


    (i) accelerate
      time periods for purposes of vesting in, or realizing gain from, any outstanding
      Award made pursuant to the Plan;

    


    (ii) offer
      to
      purchase any outstanding Award made pursuant to the Plan from the holder for
      its
      equivalent cash value, as determined by the Committee, as of the date of the
      Restructuring Event; and

    


    (iii) make
      adjustments or modifications to outstanding Awards as the Committee deems
      appropriate to maintain and protect the rights and interests of Participants
      following such Restructuring Event.

    


    (b) Any
      such
      action by the Board shall be conclusive and binding on the Company and all
      Participants. Notwithstanding the foregoing, the Committee shall retain full
      authority to take, in its discretion, any of the foregoing actions with respect
      to Awards held by Participants who are directors, and the Board shall have
      no
      authority to act in any such matter.

    


    (c) For
      purposes of this Section, "change of control" shall mean (i) the acquisition
      by
      any person of voting shares of the Company, not acquired directly from the
      Company, if, as a result of the acquisition, such person, or any "group" as
      defined in Section 13(d)(3) of the Securities Exchange Act of 1934 of which
      such
      person is a part, owns at least 20% of the outstanding voting shares of the
      Company; or (ii) a change in the composition of the Board such that within
      any
      period of two consecutive years, persons who (a) at the beginning of such period
      constitute the Board or (b) become directors after the beginning of such period
      and whose election or nomination for election by the shareholders of the Company
      was approved by a vote of at least two-thirds of the persons who were either
      directors at the beginning of such period or whose subsequent election or
      nomination was previously approved in accordance with this clause (b), cease
      to
      constitute at least a majority of the Board; or (iii) a merger, consolidation,
      reorganization, or similar restructuring involving the Company is consummated
      and, as a result, the shareholders of the Company immediately prior to such
      event own less than 50% of the voting shares of the surviving entity outstanding
      immediately after such event.

    


    12. Unfunded
      Plan.
      Insofar
      as it provides for Awards of cash and Common Stock, the Plan shall be unfunded.
      Although bookkeeping accounts may be established with respect to Participants
      who are entitled to cash, Common Stock, or rights thereto under the Plan, any
      such accounts shall be used merely as a bookkeeping convenience. The Company
      shall not be required to segregate any assets that may at any time be
      represented by cash, Common Stock, or rights thereto, nor shall the Plan be
      construed as providing for such segregation, nor shall the Company or the Board
      or the Committee be deemed to be a trustee of any cash, Common Stock, or rights
      thereto to be granted under the Plan. Any liability of the Company or any of
      its
      affiliates to any Participant with respect to a grant of cash, Common Stock,
      or
      rights thereto under the Plan shall be based solely upon any contractual
      obligations that may be created by the Plan and any Award Agreement; no such
      obligation of the Company or any of its affiliates shall be deemed to be secured
      by any pledge or other encumbrance on any property of the Company. Neither
      the
      Company nor the Board nor the Committee shall be required to give any security
      or bond for the performance of any obligation that may be created by the
      Plan.

    


    13. Right
      of Discharge Reserved.
      Nothing
      in the Plan or in any Award shall confer upon any employee or other individual
      the right to continue in the employment or service of the Company or any
      affiliate of the Company or affect any right the Company or any affiliate of
      the
      Company may have to terminate the employment or service of any such employee
      or
      other individual at any time for any reason.

    


    14. Nature
      of Payments.
      All
      Awards made pursuant to the Plan are in consideration of services performed
      for
      the Company or an affiliate of the Company. Any gain realized pursuant to such
      Awards constitutes a special incentive payment to the Participant and shall
      not
      be taken into account as compensation for purposes of any of the employee
      benefit plans of the Company or any affiliate of the Company.

    


    15. Notice.
      Any
      notice to the Company required by any of the provisions of the Plan shall be
      addressed to the chief human resources officer or to the Chief Executive Officer
      of the Company in writing and shall become effective when it is received by
      the
      office of either of them.

    


    16. Governing
      Law.
      The
      Plan shall be governed by, construed and enforced in accordance with the laws
      of
      the State of Texas without regard to the conflicts of law provisions in any
      jurisdiction.

    


    17. Effective
      and Termination Dates.
      The
      Plan originally became effective on January 1, 1999, and was approved by the
      shareholders of the Company at the 1999 annual meeting of shareholders. The
      Plan
      as amended and restated shall become effective on December 6, 2005, subject
      to
      approval of the shareholders of the Company at the 2006 annual meeting of
      shareholders. If the Plan is approved by the shareholders at the 2006 annual
      meeting, the Plan shall terminate on December 5, 2015, unless sooner terminated
      by the Board, after which no Awards may be made under the Plan, but any such
      termination shall not affect Awards then outstanding or the authority of the
      Committee to continue to administer the Plan.