ex10_1.htm


    Exhibit
      10.1

    


    LUBY’S,
      INC.

    


    INCENTIVE
      STOCK PLAN

    


    RESTRICTED
      STOCK AWARD AGREEMENT

    


    THIS
      RESTRICTED STOCK AWARD AGREEMENT,
      dated as of DATE (the “Award Agreement”),
      is entered into by and between by LUBY’S, INC. (the "Company")
      and EMPLOYEE (the "Grantee"), upon the
      following terms and conditions:

    


    1.           Grant.  Company
      hereby grants ______ shares of
Restricted Stock (the
      “Restricted Stock”) as of DATE (the
“Award Date”) subject to the restrictions set forth
      in this Award Agreement and
      subject to all applicable provisions of the Luby’s Incentive Stock Plan (The
“Plan”), as it may be amended from time to time, which provisions are
      incorporated by reference and made a part hereof to the same extent as if set
      forth in their entirety herein, and to such other terms necessary or appropriate
      to the grant hereof having been made.  Each share of Restricted Stock
      corresponds to one (1) share of Common Stock, par value $0.32 per share ("Common
      Stock"), of the Company.

    


    2.           Restrictions
      on Transfer.  Except as otherwise provided herein, Restricted
      Stock granted hereunder shall become unrestricted on the third anniversary
      of
      the Award Date.  (“Lapse Date”).  None of the Restricted
      Stock may be sold, transferred, pledged, hypothecated or otherwise encumbered
      or
      disposed of until the restrictions have lapsed in accordance with this Award
      Agreement.  Except as provided in Section 6, all Restricted Stock
      to which restrictions have not yet lapsed shall be forfeited to the Company
      immediately upon Termination of Grantee’s Employment.

    


    3.           Rights
      as Stockholder. Grantee shall have no rights as a stockholder with
      respect to any Restricted Stock until a stock certificate for the shares is
      issued in Grantee’s name. Once any such stock certificate is issued in Grantee’s
      name, Grantee shall be entitled to all rights associated with ownership of
      the
      Restricted Stock, except that the Restricted Stock will remain subject to the
      restrictions set forth herein and if any additional shares of Common Stock
      become issuable on the basis of such Restricted Stock (e.g., a stock dividend),
      any such additional shares shall be subject to the same restrictions as the
      shares of Restricted Stock to which they relate. Each stock certificate
      evidencing any Restricted Stock shall contain such legends and stock transfer
      instructions or limitations as may be determined or authorized by the Committee
      which administers the Plan (the “Committee”) in its sole discretion; and the
      Company may, in its sole discretion, retain custody of any such certificate
      throughout the period during which any restrictions are in effect and require,
      as a condition to issuing any such certificate, that the Grantee tender to
      the
      Company a stock power duly executed in blank relating thereto.  Any
      dividends payable on the Restricted Stock shall be paid in cash to Grantee
      on
      the day on which the corresponding cash dividends are paid to shareholders
      of
      record, or as soon as administratively practicable thereafter, but in no event
      later than the fifteenth (15th) day of
      the third
      calendar month following the day on which such cash dividends are paid to
      shareholders of record.

    


    4.           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 may adjust
      proportionally the number of shares of Restricted Stock.  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.

    


    5.           Non-Assignability.  No
      benefit payable under, or interest in, this Award Agreement or in the shares
      of
      Common Stock to be issued to Grantee hereunder shall be subject in any manner
      to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      or
      charge and any such attempted action shall be void and no such benefit or
      interest shall be, in any manner, liable for, or subject to, Grantee’s or
      Grantee’s beneficiary’s debts, contracts, liabilities or torts; provided,
      however, nothing in this Section shall prevent transfer (i) by will,
      (ii) by applicable laws of descent and distribution or (iii) to an
      alternate payee to the extent that a Qualified Domestic Relations Order so
      provides, as further described in the Plan.

    


    6.           Continuous
      Employment.  If Grantee’s employment with the Company or an
      Affiliate of the Company is terminated for any reason, except as provided below,
      Grantee’s Restricted Stock shall automatically expire and terminate, and shall
      be forfeited to the Company, on the date of Termination of Grantee’s
      Employment.  Notwithstanding anything herein to the contrary, the
      Lapse Date of the Restricted Stock may be accelerated (by notice in writing)
      by
      the Company in its sole discretion at any time.  “Termination of
      Grantee’s 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.

    


    (a)           Retirement.  If
      Grantee terminates Grantee’s employment with the Company or an Affiliate of the
      Company by retirement on or after Grantee's 65th birthday, then the Lapse Date
      of the Restricted Stock granted under this Award Agreement shall be accelerated
      as of the day preceding Grantee’s retirement, subject to Grantee’s execution of
      a general release and waiver in a form provided by the Company.

    


    (b)           Death.  If
      Grantee’s employment with the Company or an Affiliate of the Company terminates
      due to Grantee’s death, then the Lapse Date of the Restricted Stock granted
      under this Award Agreement will become unrestricted as of the day preceding
      Grantee’s death.

     

    (c)           Permanent
      and Total Disability.  If Grantee’s employment with the
      Company or an Affiliate of the Company terminates due to Grantee’s Permanent and
      Total Disability, and Grantee has been employed by Company for at least 3 years,
      then the Lapse Date of the Restricted Stock granted under this Award Agreement
      will be accelerated, as of the date preceding the termination of Grantee’s
      employment, subject to execution by Grantee of a general release and waiver
      in a
      form provided by the Company.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     “Permanent
      and Total Disability” shall have the meaning ascribed to such term under
      Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (together
      with the regulations and other official guidance promulgated thereunder, the
      “Code”), and with such permanent and total disability being certified prior to
      termination of Grantee’s employment by (i) the Social Security
      Administration, (ii) such other body having the relevant decision-making
      power applicable to the Company (such as an insurance carrier), or (iii) an
      independent medical advisor appointed by the Company in its sole discretion,
      as
      applicable.

     

    (d)           Leave
      of Absence.  Lapse Date may be suspended by the Company in
      its sole discretion during a leave of absence by Grantee as provided from time
      to time according to Company policies and practices.

    


    (e)           Change
      of Control.  All Restricted Stock shall become immediately
      unrestricted upon a Change of Control, as defined in the Plan. If, on the date
      of termination of Grantee's employment with the Company or an affiliate of
      the
      Company, Grantee is entitled to rights or benefits under a written Change of
      Control Agreement with the Company containing provisions relating to Restricted
      Stock which are more favorable to Grantee than those contained in this Award
      Agreement, the provisions of such Change of Control Agreement shall
      prevail.

    


    7.           Disputes.  If
      the employment of Grantee shall terminate prior to the Lapse Date of the
      Restricted Stock, and there exists a dispute between Grantee and the Company
      as
      to the satisfaction of the conditions of this Award Agreement, the Restricted
      Stock shall remain subject to the restrictions contained herein until the
      resolution of such dispute, regardless of any intervening expiration of the
      restrictions, except that any dividends that may be payable to the holders
      of
      record of shares of Common Stock as of a date during the period from termination
      of Grantee's employment to the resolution of such dispute (the "Suspension
      Period") shall:

    


    (1)           to
      the extent to which such dividends would have been payable to Grantee on the
      shares of Restricted Stock, be held by the Company as part of its general funds,
      and shall be paid to or for the account of Grantee only upon, and in the event
      of, a resolution of such dispute in a manner favorable to Grantee, and then
      only
      with respect to such of the shares as to which such resolution shall be so
      favorable, and

    


    (2)           be
      canceled upon, and in the event of, a resolution of such dispute in a manner
      unfavorable to Grantee, and then only with respect to such of the shares as
      to
      which such resolution shall be so unfavorable.

    


    8.           Form
      and Timing of Payment.  Restricted Stock shall be paid by the
      Company in shares of Common Stock (on a one-to-one basis) on, or as soon as
      practicable after, the Lapse Date of the Restricted Stock has passed (which,
      for
      purposes of this Section, includes the date of any acceleration as referenced
      in
      Section 6), but in any event, within the period ending on the later to occur
      of
      the date that is 2 1/2 months
      from
      the end of (i) Grantee’s tax year that includes the Lapse Date of the
      Restricted Stock, or (ii) the Company’s tax year that includes the
      applicable Lapse Date of the Restricted Stock (which payment schedule is
      intended to comply with the “short-term deferral” exemption from the application
      of Section 409A of the Code). Shares of Common Stock issued that become
      unrestricted shall be deemed to be issued in consideration of past services
      actually rendered by Grantee to the Company or an Affiliate or for its benefit
      for which Grantee has not previously been compensated or for future services
      to
      be rendered, as the case may be, which the Company deems to have a value at
      least equal to the aggregate par value thereof.

     

    9.           Tax
      Withholding.  All payments or grants made pursuant to this
      Award Agreement shall be subject to withholding of all applicable taxes, based
      on the minimum statutory withholding rates for federal, state and local tax
      purposes, including any employment taxes resulting from the lapsing of the
      restrictions (the “Tax Obligations”).  In the event that Company
      requests Grantee to do so, Grantee hereby agrees that Grantee will satisfy
      the
      Tax Obligations resulting from the lapsing of the restrictions by authorizing,
      and Grantee hereby authorizes, the Company to withhold from the shares of Common
      Stock otherwise deliverable to Grantee as a result of the lapsing of the
      restrictions in accordance herewith, a number of shares having a fair market
      value less than or equal to the Tax Obligations. Any shares of Common Stock
      withheld by the Company hereunder shall not be deemed to have been issued by
      the
      Company for any purpose under the Plan and shall remain available for issuance
      thereunder.

    The
      number of shares of Common Stock tendered by Grantee pursuant to this Section
      shall be determined by the Company and be valued at the fair market value of
      the
      Common Stock on the date the Tax Obligations arise. To the extent that the
      number of shares tendered by Grantee pursuant to this Section is insufficient
      to
      satisfy the Tax Obligations, Grantee hereby authorizes the Company to deduct
      from Grantee’s compensation the additional amount necessary to fully satisfy the
      Tax Obligations. If the Company chooses not to deduct such amount from Grantee’s
      compensation, Grantee agrees to pay the Company, in cash or by check, the
      additional amount necessary to fully satisfy the Tax Obligations. Grantee agrees
      to take any further actions and execute any additional documents as may be
      necessary to effectuate the provisions of this Section. No certificates
      representing the shares of Common Stock shall be delivered to Grantee unless
      and
      until Grantee has satisfied Grantee’s obligations with respect to the full
      amount of all federal, state and local tax withholding or other employment
      taxes
      applicable to Grantee resulting from the payment of the Restricted Stock
      earned.

    


    10.           Section
      83(b) Election. Under Section 83 of the Code, the difference
      between the purchase price paid by the Grantee for the Restricted Stock, if
      any,
      and their fair market value on the Lapse Date of the Restricted Stock, will
      be
      reportable as ordinary income at that time. Grantee may elect to be taxed on
      the
      Award Date with respect to Restricted Stock rather than when such restrictions
      lapse by filing an election under Section 83(b) of the Code in a form similar
      to
      that set forth in Exhibit A hereto with the Internal Revenue Service within
      30 days after the Award Date. Failure to make this filing within the 30-day
      period will result in the recognition of ordinary income by Grantee (in the
      event the Fair Market Value of the shares increases after the Award Date) as
      the
      forfeiture restrictions lapse.


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

        GRANTEE
      ACKNOWLEDGES THAT IT IS HIS OR HER SOLE RESPONSIBILITY, AND NOT THE COMPANY’S,
      TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE
      COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF. GRANTEE
      IS RELYING SOLELY ON HIS OR HER OWN ADVISORS WITH RESPECT TO THE DECISION AS
      TO
      WHETHER OR NOT TO FILE ANY 83(b) ELECTION.

     

    11.           Award
      Agreement Subject to Plan.  This Award Agreement is
      sub­ject to the Plan.  The terms and provisions of the Plan
      (including any subsequent amend­ments thereto) are hereby incorporated
      herein by reference thereto.  In the event of a conflict between any
      term or provision contained herein and a term or provision of the Plan, the
      applicable terms and provisions of the Plan will govern and
      prevail.  All defini­tions of words and terms contained in the
      Plan shall be applicable to this Award Agreement.

    


    12.           No
      Retention Rights. Nothing herein contained shall confer on the Grantee
      any right with respect to continuation of employment, or interfere with the
      right of the Company or its Affiliates to terminate at any time the service
      of
      the Grantee.  Any questions as to whether and when there has been a
      termination of Grantee's employment, and the cause of such termination, shall
      be
      determined by the Committee, and its determination shall be final.

    


    13.           Applicable
      Law. The validity, construction, interpretation and enforceability of
      this Award Agreement shall be determined and governed by the laws of the State
      of Texas without regard to any conflicts or choice of law rules or principles
      that might otherwise refer construction or interpretation of this Award
      Agreement to the substantive law of another jurisdiction, and any litigation
      arising out of this Award Agreement shall be brought in Harris County,
      Texas.

    


    14.           Severability.
      The provisions of this Award Agreement are severable and if any one or more
      provisions may be determined to be illegal or otherwise unenforceable, in whole
      or in part, the remaining provisions, and any partially unenforceable provision
      to the extent enforceable in any jurisdiction, shall nevertheless be binding
      and
      enforceable.

    


    15.           Waiver.
      The waiver by the Company of a breach of any provision of this Award Agreement
      by Grantee shall not operate or be construed as a waiver of any subsequent
      breach by Grantee.

    


    16.           Binding
      Effect. The provisions of this Award Agreement shall be binding upon
      the parties hereto, their successors and assigns, including, without limitation,
      the Company, its successors or assigns, the estate of the Grantee and the
      executors, administrators or trustees of such estate and any receiver, trustee
      in bankruptcy or representative of the creditors of the Grantee.

    


    17.           Entire
      Agreement; Amendment.  This Award Agreement and any other
      agreements and instruments contemplated by this Award Agreement contain the
      entire agreement of the parties, and this Award Agreement may be amended only
      in
      writing signed by both parties.

    


    18.            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.

     

    IN
      WITNESS WHEREOF, the Company has caused this Award Agreement 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.

    


    


                                                                          

    


    


    ACCEPTED:

    


    


    


    


    Grantee