EXHIBIT 4.2


INCENTIVE STOCK OPTION AGREEMENT


          THIS
INCENTIVE STOCK OPTION AGREEMENT is made as of _______, 2010, by and between
Ark Restaurants Corp., a New York corporation having its principal executive
offices at 85 Fifth Avenue, New York, NY 10003 (the “Grantor”), and ________
_______ an individual residing at [___________________________] (the
“Optionee”). 


WITNESSETH:


          WHEREAS, the Ark Restaurants Corp. 2010
Stock Option Plan was adopted by the Board of Directors (the “Board”) and the
stockholders of the Grantor to provide the Optionee with an opportunity to
acquire or increase his proprietary interest in the business of the Grantor,
and, through stock ownership, to possess an increased personal interest in its
continued success and progress; and 


          WHEREAS, the Grantor desires to increase
the incentive of the Optionee to exert his utmost efforts to improve the
business and increase the assets of the Grantor. 


          NOW, THEREFORE, in consideration of the
mutual covenants set forth in this Agreement and for other good and valuable
consideration, the Grantor hereby grants the Optionee an option to purchase
shares of common stock of the Grantor, $_____ par value per share (the “Common Stock”), upon the following terms
and conditions: 


1. Option. 


          Pursuant
to the Ark Restaurants Corp. 2010 Stock Option Plan (the “Plan”), the Grantor hereby grants to the
Optionee an incentive stock option (the “Option”),
as defined in Section 422 of the Internal Revenue Code of 1986, as amended, on
the terms and conditions contained in the Plan, to purchase up to an aggregate
of ______ fully paid and non-assessable shares of Common Stock (the “Shares”). 


2. Purchase Price. 


          The
purchase price (“Purchase Price”)
for the Option shall be $0.__ per share. The Grantor shall pay all original
issue or transfer taxes on the exercise of the Option and all other fees and
expenses necessarily incurred by the Grantor in connection therewith. 


3. Exercise of the Option. 


          (a)
Except as otherwise set forth herein, no Option shall be exercisable until it
has vested in accordance with the provisions of subsection (b) below. Any
Option which vests and thereby becomes exercisable hereunder may be exercised
in whole or in part, in one hundred (100) share increments, from time to time
and at any time, until the Option lapses or terminates. 


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If the
Optionee’s exercise of any Option would require the Grantor to issue a
fractional Share, the Grantor will not be required to issue such fractional
Share but it shall pay the Optionee in cash the value of such fractional Share.
Except as set forth in Section 5, all unexercised Options (whether or not
vested) shall lapse and forever terminate on ____________, 20__. 


          (b)
Options for the purchase of the Shares shall vest as follows: one-third
(rounded to the nearest Share), or ______ Shares, shall vest and become
exercisable on the date of grant; one-third, or ___ Shares shall vest and
become exercisable on the first anniversary date from the date of grant and
one-third, or _____ Shares, shall vest and become exercisable on the second
anniversary date from the date of grant, or ________ shares. Notwithstanding
the foregoing, in the event of a an Ownership Change Event (as defined in
Section 8.1(a) of the Plan) the Option shall be assumed by the surviving entity
with appropriate adjustments as determined by the Board of Directors of the
Company, but in any event shall accelerate and be fully vested and immediately
exercisable upon completion of the Ownership Change Event. 


4. Manner of Exercise. 


          Options
that are exercisable may be exercised in whole or in part at any time during
the option period by (a) giving written notice to the Grantor specifying the
number of Shares to be purchased; in one hundred (100) Share increments, (b)
accompanied by payment in full of the purchase price, in cash or by check and
(c) the payment of any withholding tax to the Company, will be required to
withhold as a result of the exercise of the Option. The Purchase Price of the
shares of Stock as to which the Option is exercised shall be paid in full at
the time of exercise by any approved method set forth in paragraphs (i) through
(iv) of Section 6.4(a) of the Plan. The Optionee shall not have any of the rights
of a shareholder with respect to the Stock covered by the Option until the date
of the issuance of a stock certificate to Optionee for such shares of Stock. An
Optionee shall have the right to dividends and other rights of a stockholder
with respect to shares of Common Stock purchased upon exercise of an Option at
such time as the Optionee has given written notice of exercise and has paid in
full for such shares and has satisfied such conditions that may be imposed by
the Grantor with respect to the withholding of taxes. 


          Subject
to the terms and conditions hereof, the Options shall be exercisable by notice
to the Grantor on the form provided by the Grantor, a copy of which is attached
hereto. In the event that the Options are being exercised by any person or
persons other than the Optionee, the notice shall be accompanied by proof,
satisfactory to the Grantor, of the right of such person or persons to exercise
any right under this Agreement and the Plan. 


5. Termination of Employment. 


          (a)
In the event that the employment of Optionee terminates (otherwise than by
reason of his death or “total disability” (as defined in the Plan) or for Cause
(as defined below), the Option may be exercised (if and to the extent that the
Optionee was entitled to do so at the date of termination of his employment) at
any time within three months after such termination, but in no event after the
expiration of the term of the Option. 


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          (b)
In the event that the employment of the Optionee shall terminate for cause, the
Option shall be cancelled immediately. Termination “for cause” shall mean
dismissal for commission of any act of a theft, embezzlement or fraud involving
the Grantor or any member of the Parent Participating Group or otherwise, or a
breach of fiduciary duty to the Grantor or any member of the Parent
Participating Group. If the employment of the Optionee shall be suspended
pending an investigation of whether or not the Optionee shall be terminated for
cause, all of the Optionee’s rights under the Option granted hereunder likewise
shall be suspended during the period of investigation. 


          (c)
In the event of the death or total disability of the Optionee while an employee
of Grantor or within three months after the termination of this employment with
the Grantor, the Option may be exercised (if and to the extent that the
deceased Optionee was entitled to do so at the date of his death or total
disability) by a legatee or legatees of the Optionee under such Optionee’s last
will and testament or by his personal representatives or distributees, at any
time within twelve months after his death or total disability, but in no event
after the expiration of the term of the Option. 


6. Assignability of the Option. 


                    Except
as specifically provided herein, the Optionee may not give, grant, sell,
exchange, transfer legal title, pledge, assign or otherwise encumber or dispose
of the Option herein granted or any interest therein (whether by operation of
law or otherwise) and shall not be subject to execution, attachment or similar
process, otherwise than by will or the laws of descent and distribution, and
the Option herein granted shall be exercisable in whole or in part during the
Optionee’s lifetime only by the Optionee or his guardian or legal
representative. Upon any attempt to transfer, assign, pledge, hypothecate or
otherwise dispose of this Option or any right or privilege conferred by this
Option contrary to the provisions of this Option or the Plan, or upon the levy
of any attachment or similar process on the rights and privileges conferred by
this Option shall be null and void and this Option and the rights and
privileges conferred by this Option shall immediately terminate and become null
and void. 


7. Stock as Investment. 


          By
accepting the Option herein granted, the Optionee agrees for himself and his
heirs and legatees that, unless the Shares are sold pursuant to an effective
registration statement under the Securities Act of 1933 (the “Securities Act”)
or an exemption from registration, all Shares purchased hereunder shall be
acquired for investment purposes only and not for sale or distribution, and
upon the issuance of any or all of the Shares issuable under the Option, the
Optionee, or his heirs or legatees receiving such Shares, shall deliver to the
Grantor a representation in writing, that unless such Shares have been
registered for resale they are being acquired in good faith for investment
purposes only and not for sale or distribution. Grantor may place a “stop
transfer” order with respect to such Shares with its transfer agent and place
an appropriate restrictive legend on the stock certificate evidencing such
Shares. 


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8. Restriction on Issuance of Shares. 


          The
Grantor shall not be required to issue or deliver any certificate for Shares
purchased upon the exercise of the Option unless (a) the issuance of such
Shares has been registered with the Securities and Exchange Commission under
the Securities Act, or counsel to the Grantor shall have given an opinion that
such registration is not required; (b) approval, to the extent required, shall
have been obtained from any state regulatory body having jurisdiction thereof;
and (c) permission for the listing of such shares shall have been given by any
national securities exchange on which the Common Stock of the Grantor is at the
time of issuance listed. 


9. Adjustment on Changes in Capitalization. 


          (a)
In the event of changes in the outstanding Common Stock of the Grantor by
reason of stock dividends, stock splits, reverse stock splits,
recapitalizations, mergers, consolidations, combinations or exchanges of
shares, separations, reorganizations or liquidations, the number of shares of
Common Stock as to which the Option may be exercised shall be correspondingly
adjusted by the Grantor, and the Purchase Price shall be adjusted so that the
product of the Purchase Price immediately after such event multiplied by the
number of options subject to this Agreement immediately after such event shall
be equal to the product of the Purchase Price multiplied by the number of
shares subject to this Agreement immediately prior to the occurrence of such
event. 


          (b)
In the event of any consolidation or merger of the Grantor with or into another
company, or the conveyance of all or substantially all of the assets of the
Grantor to another company for solely stock and/or securities, the unexercised
portion of the Option granted hereunder shall upon exercise thereafter entitle
the holder thereof to such number of Shares or other securities or property to
which a holder of Shares would have been entitled to upon such consolidation,
merger or conveyance; and in any such case appropriate adjustment, as
determined by the Board (or the board of directors of a successor entity) shall
be made as set forth above with respect to any future changes in the
capitalization of the Grantor or its successor entity. 


          (c)
Any adjustment in the number of Shares shall apply proportionately to only the
unexercised portion of the Options granted hereunder. If fractions of a Share
would result from any such adjustment, the Grantor (or successor entity) may,
but is not required to, issue fractional shares in accordance with the New York
Business Corporation Law. 


10. Rights of Optionee. 


The grant of
the Option (or any other Option under this Agreement or any other agreement) in
any year shall give the Optionee neither any right to similar grants in future
years nor any right to be retained in the Service of the Grantor, such Service
being terminable to the same extent as if the Plan and this Agreement were not
in effect. The right and power of the Grantor to dismiss or discharge any
employee is specifically and unqualifiedly unimpaired by this Agreement.
Neither the Optionee nor any other person legally entitled to exercise any
rights under this Agreement shall be entitled to any of the rights or
privileges of a stockholder of the Grantor with respect to any Shares which may
be issuable upon any exercise pursuant to this Agreement, unless and until the
stock records of the Grantor reflect the issuance of such Shares. 


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11. Notices. 


          Each
notice or other communication relating to this Agreement shall be in writing
and delivered in person or by registered mail to the Grantor at its office, 85
Fifth Avenue, New York, NY 10003, to the attention of the Corporate Secretary.
All notices to the Optionee or other person or persons then entitled to
exercise any right pursuant to this Agreement shall be delivered to the
Optionee or such other person or persons at the Optionee’s address specified
below the Optionee’s signature to this Agreement or at such other address as
the Optionee or such other person may specify in writing to the Grantor by a
notice delivered in accordance with this paragraph. 


12. Effect Upon Employment. 


          This
Agreement does not give Optionee any right to continued employment by the
Grantor. 


13. Binding Effect. 


          Except
as herein otherwise expressly provided, this Agreement shall be binding upon
and inure to the benefit of the parties hereto, their successors legal
representatives and assigns. 


14. Agreement Subject to Plan. 


          Notwithstanding
anything contained herein to the contrary, this Agreement is subject to, and shall
be construed in accordance with, the terms of the Plan, which is incorporated
by reference herein and made a part of this Agreement as if fully set forth
herein. The Optionee acknowledges receipt of a copy of the Plan. In the event
of any inconsistency between the terms hereof and the terms of the Plan, the
terms of the Plan shall govern. 


15. Miscellaneous. 


          This
Agreement shall be construed under the laws of the State of New York, without
application to the principles of conflicts of laws. Headings have been included
herein for convenience of reference only, and shall not be deemed a part of the
Agreement. 


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          IN WITNESS WHEREOF, the parties hereto have
executed this Incentive Stock Option Agreement as of the day and year first above
written. 


	
  

 	
  

 	
  

 	
  

 
	
  

 	
 ARK RESTAURANTS CORP.

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
 By:

 	
  

 	
  

 
	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
 Title:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 OPTIONEE

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 
	
  

 	
  

 	
  

 	
 Name:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Optionee
 Address:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Optionee
 Social Security No.:

 
	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	

 


 



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EXHIBIT A


NOTICE OF EXERCISE OF STOCK OPTION TO PURCHASE COMMON

STOCK OF ARK RESTAURANTS CORP.


	
  

 	
  

 	
  

 	
  

 
	
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Ark
Restaurants Corp.

85 Fifth Avenue

New York, NY 10003

Attention: Corporate Secretary 


Re: Exercise
of Stock Option 


          Gentlemen:



          Reference
is hereby made to the Ark Restaurants Corp. 2010 Stock Option Plan (the “Plan”) and that certain Stock Option
Agreement between me and Ark Restaurants Corp., dated as of _________, 20__
(the “Agreement”). Capitalized
terms not defined in this notice shall have the respective meanings ascribed to
them in the Plan or the Agreement. 


          
Subject to acceptance hereof in writing by the Company pursuant to the
provisions of the Plan, I hereby elect to exercise options to purchase the
number of shares set forth on the signature page of this notice. 


          (Please
check one of the following): 


          _____
Enclosed is a check in the amount of $_________, representing the aggregate
Purchase Price, payable to the order of Ark Restaurants Corp. If applicable, I
have also enclosed a check payable to Ark Restaurants Corp. representing
payment of applicable withholding taxes. 


          _____
Enclosed are shares of Stock having a Fair Market Value equal to the aggregate
Purchase Price. 


          _____
Enclosed is a copy of irrevocable instructions I have given to my stock broker
in connection with a Cashless Exercise. 


          _____
I hereby elect to have the Company perform a “net issue exercise” in accordance
with Section 6.4(a)(iv) of the Plan. 


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          As
soon as the Stock Certificate is registered in my name, please deliver it to me
at the above address. 


          Unless
the issuance of the Stock being purchased by me pursuant to the Agreement are
subject to an effective registration statement under the Securities Act, I
understand that I will be asked to execute and deliver to the Company
supplemental investment representations prior to being issued any Stock. 


	
  

 	
  

 	
  

 
	
  

 	
 Very truly
 yours,

 	
  

 
	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 






	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 AGREED TO
 AND ACCEPTED:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 ARK
 RESTAURANTS CORP.

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
 By:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 
	
 Title:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	

 


 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Number of
 Shares Exercised:

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Number of
 Shares Remaining:

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	
  

 
	
  

 	
  

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
 Date:

 	
  

 	
  

 	
  

 	
  

 
	
  

 	
  

 	
  

 	
  

 	

 


 	
  

 	
  

 	
  

 


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