ex10_2.htm


    Exhibit
      10.2


    LUBY’S,
      INC.

    


    INCENTIVE
      STOCK OPTION

    


    GRANTED
      UNDER LUBY’S INCENTIVE STOCK PLAN

     

    


    Name
      of Employee:  

    


    Date
      of Grant:

    


    Number
      of Option Shares:

    


    Option
      Price per Share:

     

     

    THIS
      OPTION is granted on the above
      date (the "Date of Grant") by Luby's, Inc. (the "Company") to the person named
      above (the "Employee"), upon the following terms and conditions:

    


    1.           Grant
      of Option.  The Company grants to the Employee an option to
      purchase, on the terms and conditions stated herein, the number of shares
      specified above (the "Option Shares") of the Company's Common Stock, par value
      $0.32 per share (“Common Stock”) at the Option Price specified
      above.

    


    2.           Type
      of Option.  This Option is granted under the Luby’s Incentive
      Stock Plan (the "Plan") and shall be subject to all applicable provisions of
      the
      Plan, as it may be amended from time to time.  This Option is an
      "incentive stock option" as defined in Section 422 of the Internal Revenue
      Code
      and is intended to conform to the requirements of Section 422 of the Internal
      Revenue Code and to the provisions of the Plan.  The terms "parent
      corporation" and "subsidiary corporation" have the meanings given to them by
      Section 424 of the Internal Revenue Code.  All section references to
      the Internal Revenue Code are intended to include any future amendments or
      substitutions therefor in the Code.

    


    3.           Continuous
      Employment.  This Option may be exercised by the Employee
      only if, at all times from the Date of Grant to the date of such exercise,
      the
      Employee was an employee of the Company or a parent or subsidiary of the Company
      or another corporation referred to in Section 422 of the Internal Revenue Code,
      unless such continuous employment is terminated by such employer, or by
      retirement, or by disability, or is otherwise terminated with the written
      consent of the employer.  If such continuous employment is so
      terminated, this Option may be exercised, to the extent the Option was
      exercisable on the date of termination of employment, within one year after
      such
      termination of employment, but in no event later than the termination date
      of
      this Option.  Termination of employment shall mean the last date that
      Grantee is either an employee of the Company or an Affiliate or engaged as
      a
      consultant or director of the Company or an Affiliate.  Retirement
      means retirement on or after the Employee's 65th birthday.  Disability
      means a disability which qualifies the Employee for benefits under a long-term
      disability program maintained by the Company or a subsidiary of the
      Company.

    


    4.           Death
      of Employee.  If the Employee dies at a time when any portion
      of this Option is exercisable by him, this Option may be exercised as to such
      portion within one year after the date of death, by the person or persons to
      whom his rights under this Option shall have passed by will or by the laws
      of
      descent and distribution, but in no event later than the termination date of
      this Option.

     

    5.           Period
      of Option and Right to Exercise.  The term of this Option
      is ten years from the Date of Grant.  The termination date of
      this Option is the day preceding the tenth anniversary of the Date of
      Grant.  This Option may not, in any event, be exercised prior to the
      first anniversary of the Date of Grant or subsequent to the expiration date
      of
      this Option.  Subject to the provisions of paragraphs 3 and 4 above,
      this Option shall become exercisable as to one-fourth of the total number of
      Option Shares on each succeeding anniversary of the Date of
      Grant.  Once the right to purchase shares has accrued, such shares may
      thereafter be purchased at any time, or in part from time to time, until the
      expiration date of this Option, subject to the provisions of paragraphs 3 and
      4
      above and paragraph 6 below.  In no case may this Option be exercised
      for a fraction of a share.

    


    6.           Payment
      for Shares.  Payment for shares purchased upon exercise of
      this Option shall be made in full at the time of exercise of the
      Option.  No loan shall be made or guaranteed by the Company for the
      purpose of financing the purchase of any optioned shares.  Payment of
      the Option Price shall be made in cash or may be made by delivering Common
      Stock
      of the Company having a fair market value at least equal to the Option Price,
      or
      a combination of Common Stock and cash.  Such fair market value shall
      be determined by the closing price of the Common Stock on the New York Stock
      Exchange on the date on which this Option is exercised or, if no sale of the
      Common Stock shall have been made on the Exchange on that day, then on the
      next
      following day for which there is a reported sale.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        7.           Method
      of Exercise.  This Option may be exercised only by written
      notice given to the Company, in form satisfactory to the Company, specifying
      the
      number of Option Shares which the holder of the Option elects to purchase,
      the
      number of Option Shares which the holder is paying for in cash and the number
      of
      Option Shares which the holder is paying for in shares of Common
      Stock.  Such written notice and any subsequent exercise is subject to
      Company approval, as well as all policies and procedures in place at Company,
      including but not limited to Stock Trading Policies and Blackout
      Restrictions.  Such written notice shall be accompanied by a check
      payable to the order of the Company for the cash portion of the purchase price
      and, if applicable, by the delivery of certificates representing shares of
      Common Stock duly endorsed and otherwise in proper form for transfer to the
      Company of such number of shares of Common Stock as are required to equal the
      fair market value of the Option Shares being paid for in stock.  Upon
      each exercise of this Option, the Company, as promptly as practicable, will
      mail
      or deliver to the person exercising this Option a certificate or certificates
      representing the shares then purchased.  The Company, in its
      discretion, may postpone the issuance and delivery of shares upon any exercise
      of this Option until completion of such stock exchange listing, or registration
      or other qualification, of such shares under any Federal or state law, rule
      or
      regulation as the Company may consider appropriate.  The Company may
      require any person exercising this Option to make such representations and
      furnish such information as the Company may consider appropriate in connection
      with the issuance of the shares in compliance with applicable law.

    


    8.           Limitations
      on Transfer and Exercise.  This Option is not transferable by
      the Employee other than by will or by the laws of descent and distribution,
      and
      this Option is exercisable during the lifetime of the Employee, only by
      him.

     

    9.           Adjustments.  In
      the event of any change in the outstanding Common Stock by reason of a stock
      split, stock dividend, combination or reclassification of shares,
      recapitalization, merger, or similar event, the committee which administers
      the
      plan (the “Committee”) may adjust proportionally the number of Option Shares and
      the Option Price.  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 and substitute a new
      stock option for this Option.

    


    10.           Consideration
      for Grant.  Although this Option may be exercised only if
      employment is continuous as provided in Section 3 hereof, it is understood
      that
      such employment shall, subject to the terms of any employment contract, be
      at
      the pleasure of the employer and at such compensation as the employer shall
      reasonably determine from time to time.  Nothing in the Plan or in
      this Option shall confer on the Employee any right to continue in the employment
      of the Company or any of its affiliates or to interfere in any way with the
      right of the Company or its affiliates to terminate his or her employment at
      any
      time.

    


    11.           Amendment,
      Modification, Suspension, or Discontinuance of the Plan.  The
      Board of Directors of the Company (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 the 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 the Plan), (ii) to decreased 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 under
      the Plan.

    


    12.           Change
      of Control.  Should a “change in control” of the Company
      occur of a nature that would be required to be reported in response to Item
      1 of
      Form 8-K promulgated under the Securities Exchange Act of 1934 as that
      requirement exists on the Date of Grant, then, upon the occurrence of, and
      on
      the date of said change in control, notwithstanding anything elsewhere herein
      contained, this Option shall become exercisable in full.

    


    13.           Change
      in Control Agreement.  If, on the date of termination of
      Employee’s employment with the Company or an affiliate of the Company, Employee
      is entitled to rights or benefits under a written Change of Control Agreement
      with the Company containing provisions relating to stock options which are
      more
      favorable to Employee than those contained in this Option, the provisions of
      such Change of Control Agreement shall prevail.

    


    14.           Administration
      and Interpretation.  The Plan shall be administered by the
      Committee, which shall have full and exclusive power to interpret the Plan,
      to
      grant waivers of restrictions, and to adopt such rules, regulations, and
      guidelines for carrying out the Plan as it may deem necessary or
      proper.  All questions of interpretation and administration with
      respect to the Plan and this Option shall be determined by the Committee, and
      its determination shall be final and conclusive.

     

    15.           Notices.  Any
      notice hereunder by the holder of this Option shall be given to the Company
      in
      writing and such notice and any payment hereunder shall be deemed duly given
      or
      made only upon receipt thereof at the Company's principal office in Houston,
      Texas, or at such other place as the Company may designate by written notice
      to
      the holder of this Option.  Any notice or other communication
      hereunder to the holder of this Option shall be in writing and shall be deemed
      duly given if mailed or delivered to the holder at such address as he may have
      on file with the Company.

     

    
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

           
       16.           Shareholder
      Rights.  The holder of this Option shall have no rights as a
      shareholder with respect to any Option Shares until the holder of this Option
      or
      his nominee becomes a shareholder of record with respect to such
      shares.

     

       
       17.           Withholding.  The
      holder of this Option may be required to pay any taxes which must be withheld
      prior to receipt of any Option Shares hereunder

    


    IN
      WITNESS WHEREOF, the Company has
      caused this Option to be executed in duplicate and its corporate seal to be
      hereunto affixed by its proper corporate officers thereunto duly
      authorized.

    


    


    ATTEST:                        LUBY'S,
      INC.

    


     

     

    SecretaryTitle                       
      By:

    


     

    
 

    ACCEPTED:

     

    


    


    Employee