EXHIBIT 10.21


 


Option: 2002 EIP -            


 


GRANITE
CITY FOOD & BREWERY LTD.


NON-QUALIFIED
STOCK OPTION AGREEMENT


PURSUANT
TO 2002 EQUITY INCENTIVE PLAN


 


Granite City Food & Brewery Ltd., a Minnesota
corporation (the “Company”), hereby grants to                             
(the “Optionee”), an option (the “Option”) to purchase an aggregate of 15,000
shares of Stock (the “Shares”), at the price set forth below, and in all
respects subject to the terms, definitions and provisions of the Granite City
Food & Brewery Ltd. 2002 Equity Incentive Plan (the “Plan”) adopted by
the Company, which is attached hereto as Exhibit A and incorporated
herein by reference.  Unless otherwise
defined herein, the terms used herein shall have the meanings assigned to them
in the Plan.


 


1.           Nature of the Option.  This Option is not intended to qualify as an
Incentive Stock Option as defined in Section 422 of the Code.


 


2.           Exercise Price. 
The exercise price for each share of Stock is $          .


 


3.           Exercise of Option. 
This Option shall be exercisable during its term in accordance with the
provisions of Section 8 of the Plan as follows:


 


(a)           Expiration Date. 
The Option shall expire on                             
(the “Expiration Date”).  In no event may this Option be exercised
after the Expiration Date.


 


(b)           Exercisability. 
Subject to the remaining terms of this Agreement and the Plan, the
Option shall be exercisable and deemed vested in full on                             ,
provided that the Optionee shall have maintained continuous service as a
director through such 12-month period.


 


(c)           Limitations
on Exercisability.  In the event of
Optionee’s death or termination of service as a director, the exercisability of
the Option is governed by Sections 8 and 9 below, subject to the limitations
contained in subsections 3(d), (e) and (f).  The Option shall be exercisable only while
the Optionee serves as an outside director of the Company, and for a period
twelve (12) months after ceasing to be an outside director pursuant to Sections
8 and 9 below.


 


(d)           Written Notice of Exercise.  Any exercise shall be accompanied by a
written notice to the Company specifying the number of shares of Stock as to
which the Option is being exercised. 
Notation of any partial exercise shall be made by the Company on
Schedule I hereto.


 


(e)           Payment of Purchase Price.  The purchase price of the shares as to which
the Option may be exercised shall be paid in full in cash at the time of
exercise, or such other form of consideration as the Board or Committee may
determine, in its sole discretion, to be appropriate for payment, including but
not limited to other shares of Common Stock having a fair market value on the
date of surrender equal to the aggregate 


 

















 


exercise price of the Shares as to which the
Option is exercised, or any combination of such methods of payment.


 


(f)            Compliance
with Laws and Regulations.  No Shares
will be issued pursuant to the exercise of an Option unless such issuance and
such exercise shall comply with all relevant provisions of law and the
requirements of any stock exchange or automated quotation system upon which the
Shares may then be listed.  Assuming such
compliance, for income tax purposes the Shares shall be considered transferred
to the Optionee on the date on which the Option is exercised with respect to
such Shares.


 


4.           Change in Control. 
Upon the occurrence of a “Change in Control” (as defined in Section 1.3
of the Plan), this Option shall become fully vested and exercisable unless this
Option is assumed by the surviving corporation or its parent substitutes
options with substantially the same economic terms as this Option.  The Board or, where applicable, the Committee
shall also have the right to cancel the unexercised portion of this Option in
the event of a Change in Control, provided that in exchange for such
cancellation, the Optionee will receive a cash payment equal to the Change in
Control consideration less the exercise price set forth in Section 2
above.


 


5.           Optionee’s Representations.  In the event the Shares purchasable pursuant
to the exercise of this Option have not been registered under the Act, at the
time this Option is exercised, the Optionee shall, concurrently with the
exercise of all or any portion of this Option, deliver to the Company his
Investment Representation Statement in a form acceptable to the Company.


 


6.           Method of Payment. 
Payment of the exercise price shall be by (i) cash; (ii) check,
bank draft or money order; (iii) if authorized by the Board or the
Committee, by delivery of shares of Stock (valued at the fair market value
thereof on the date of exercise); or (iv) by delivery of a combination of
cash and Stock.  The Board or the
Committee may, in order to prevent any possible violation of law, require the
payment price to be paid in cash.


 


7.           Restrictions on Exercise.  This Option may not be exercised if the
issuance of such Shares upon such exercise or the method of payment of
consideration for such shares would constitute a violation of any applicable
federal or state securities or other law or regulation, including any rule under
Part 207 of Title 12 of the Code of Federal Regulations as promulgated by
the Federal Reserve Board.  As a
condition to the exercise of this Option, the Company may require Optionee to
make any representation and warranty to the Company as may be required by any
applicable law or regulation.


 


8.           Termination of Status as a Director.  If the Optionee ceases to serve as a
director, the Optionee may, but only within twelve (12) months after the date
the Optionee ceases to be an outside director of the Company, exercise his
Option to the extent the Optionee was entitled to exercise it at the date of
such termination.  To the extent that the
Optionee was not entitled to exercise the Option at the date of such termination,
or if the Optionee does not exercise such Option within the time specified
herein, the Option shall terminate.


 


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9.           Death of Optionee. 
In the event of the death of the Optionee occurring:


 


(a)           during
the term of the Option, and provided that the Optionee was at the time of death
a director of the Company and had been in continuous service as a director
since the date of grant of the Option, the Option may be exercised, at any time within twelve (12) months
following the date of death, by the Optionee’s estate or by a person who
acquired the right to exercise the Option by bequest or inheritance, but only
to the extent of the right to exercise that would have accrued had the Optionee
continued living and remained in continuous service a director for twelve (12)
months after the date of death; or


 


(b)           within
thirty (30) days after the termination of continuous service as a director, the Option may be exercised, at any time within
six (6) months following the date of death, by the Optionee’s estate or by
a person who acquired the right to exercise the Option by bequest or
inheritance, but only to the extent of the right to exercise that had accrued
at the date of termination of continuous service as a director.


 


10.         Non-Transferability of Option.  This Option may not be sold, pledged,
assigned, hypothecated, transferred, or disposed of in any manner other than by
will or by the laws of descent and distribution or pursuant to a qualified
domestic relations order and may be exercised, during the lifetime of the
Optionee, only by the Optionee.


 


11.         Adjustments Upon Changes in
Capitalization.  The number of shares
of Common Stock covered by the Option and the per share exercise price of the
Option shall be proportionately adjusted for any increase or decrease in the
number of issued and outstanding shares of Common Stock resulting from a stock
split, reverse stock split, stock dividend, combination or reclassification of
the Common Stock, or any other increase or decrease in the number of issued
shares of Common Stock effected without receipt of consideration by the
Company; provided, however, that conversion of any convertible securities of
the Company shall not be deemed to have been “effected without receipt of
consideration.”  Such adjustment shall be
made by the Board, whose determination in that respect shall be final, binding
and conclusive.  Except as expressly
provided herein or in the Plan, no issuance by the Company of shares of stock
of any class, or securities convertible into shares of stock of any class, or
options or rights to purchase shares of Common Stock of any class shall affect,
and no adjustment by reason thereof shall be made with respect to, the number
or price of shares of Common Stock subject to the Option.


 


12.         No Rights as Shareholder.  The Optionee shall have no rights as a
shareholder with respect to any shares of Common Stock subject to this Option
prior to the date of issuance to him of a certificate or certificates for such
shares.


 


13.         No Right to Continued Status as a
Director.  The Option shall not
confer upon the Optionee any right with respect to continued status as a
director of the Company, nor shall it interfere in any way with the right of
the Company or its shareholders to terminate his status as a director of the
Company at any time.


 


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14.         Notices.  Any notice hereunder to the Company shall be
addressed to it at its principal executive offices; and any notice hereunder to
the Optionee shall be addressed to him at the address set forth below; subject
to the right of either party to designate at any time hereunder in writing some
other address.


 


15.         Investment Representation.  As a condition to the exercise of the Option,
the Company may require the person exercising the Option to represent and
warrant at the time of exercise that the shares of Common Stock are being
purchased only for investment and without any present intention to sell or
distribute such shares, if, in the opinion of counsel for the Company, such a
representation is required by any relevant provisions of law.  The shares of Common Stock issued pursuant to
the Option may be issued with appropriate legends on the stock certificates
representing the shares, and the Company may place stop transfer orders with
respect to such shares.


 


16.         Plan Interpretation.  Optionee hereby agrees to accept as binding,
conclusive and final all decisions and interpretations of the Board and, where
applicable, the Committee, upon questions arising under the Plan.  In the event of any question or inconsistency
between this Agreement and the Plan, the terms and conditions of the Plan shall
govern.


 


17.         Counterparts.  This Agreement may be executed in two
counterparts each of which shall constitute one and the same instrument.


 


IN WITNESS WHEREOF, the Company has caused
this Agreement to be executed by the Chief Executive Officer and the Optionee
has executed this Agreement, both as of the day and year set forth below.


 


	
  DATE OF GRANT:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  GRANITE CITY
  FOOD & BREWERY LTD.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
  Steven J. Wagenheim

  
	
   

  	
   

  	
   

  	
  Chief Executive Officer

  
	
  Optionee (signature)

  	
   

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  Name and address
  of Optionee:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
						



 


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SCHEDULE I –
NOTATIONS AS TO PARTIAL EXERCISE


 


	
  Date of Exercise

  	
   

  	
  Number of 

  Purchased Shares

  	
   

  	
  Balance of 

  Shares on Option

  	
   

  	
  Authorized 

  Signature

  	
   

  	
  Notation Date

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  



 


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