Nathan’s
      Famous, Inc.

    2001
      Stock Option Plan, as amended

    


    


    SECTION
      1. GENERAL
      PROVISIONS

    


    
      	
              1.1

            	
              Name
                and General Purpose

            


    

    


    The
      name
      of this plan is the Nathan’s Famous, Inc. 2001 Stock Option Plan (hereinafter
      called the “Plan”). The Plan is intended to be a broadly-based incentive plan
      which enables Nathan’s Famous, Inc. (the “Company”) and its subsidiaries and
      affiliates to foster and promote the interests of the Company by attracting
      and
      retaining officers, directors and employees of, and consultants to, the Company
      who contribute to the Company’s success by their ability, ingenuity and
      industry, to enable such officers, directors, employees and consultants to
      participate in the long-term success and growth of the Company by giving them
      a
      proprietary interest in the Company and to provide incentive compensation
      opportunities competitive with those of competing corporations.

    


    
      	
              1.2

            	
              Definitions

            


    

    


    
      	 	
              a.

            	
              “Affiliate”
                means any person or entity controlled by or under common control
                with the
                Company, by virtue of the ownership of voting securities, by contract
                or
                otherwise.

            


    

    


    
      	 	
              b.

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

            


    

    


    
      	 	
              c.

            	
              “Change
                in Control”
                means a change of control of the Company, or in any person directly
                or
                indirectly controlling the Company, which shall
                mean:

            


    

    


    
      	 	
              (a)

            	
              a
                change in control as such term is presently defined in Regulation
                240.12b-(2) under the Securities Exchange Act of 1934, as amended
                (the
                “Exchange Act”); or

            


    

    


    
      	 	
              (b)

            	
              if
                any “person” (as such term is used in Section 13(d) and 14(d) of the
                Exchange Act) other than the Company or any “person” who on the date of
                this Agreement is a director or officer of the Company, becomes the
                “beneficial owner” (as defined in Rule 13(d)-3 under the Exchange Act)
                directly or indirectly, of securities of the Company representing
                twenty
                percent (20%) or more of the voting power of the Company’s then
                outstanding securities; or

            


    

    


    
      	 	
              (c)

            	
              if
                during any period of two (2) consecutive years during the term of
                this
                Plan, individuals who at the beginning of such period constitute
                the Board
                of Directors, cease for any reason to constitute at least a majority
                thereof.

            


    

    


    
      	 	
              d.

            	
              “Committee”
                means the Committee referred to in Section 1.3 of the
                Plan.

            


    

    


    
      	 	
              e.

            	
              “Common
                Stock”
                means shares of the Common Stock, par value $.01 per share, of the
                Company.

            


    

    



    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    


    
      	 	
              f.

            	
              “Company”
                means Nathan’s Famous, Inc., a corporation organized under the laws of the
                State of Delaware (or any successor
                corporation).

            


    

    


    
      	 	
              g.

            	
              “Fair
                Market Value”
                means the market price of the Common Stock on the Nasdaq Stock Market
                on
                the on the date of the grant or on any other date on which the Common
                Stock is to be valued hereunder. If no sale shall have been reported
                on
                the Nasdaq Stock Market on such date, Fair Market Value shall be
                determined by the Committee.

            


    

    


    
      	 	
              h.

            	
              “Non-Employee
                Director”
                shall have the meaning set forth in Rule 16(b) promulgated by the
                Securities and Exchange Commission (“Commission”), or any successor
                provision.

            


    

    


    
      	 	
              i.

            	
              “Option”
                means any option to purchase Common Stock under Section 2 of the
                Plan.

            


    

    


    
      	 	
              j.

            	
              “Option
                Agreement”
                means the option agreement described in Section 2.4 of the
                Plan.

            


    

    


    
      	 	
              k.

            	
              “Participant”
                means any officer, director, employee or consultant of the Company,
                a
                Subsidiary or an Affiliate who is selected by the Committee to participate
                in the Plan. 

            


    

    


    
      	 	
              l.

            	
              “Subsidiary”
                means any corporation in which the Company possesses directly or
                indirectly 50% or more of the combined voting power of all classes
                of
                stock of such corporation.

            


    

    


    
      	 	
              m.

            	
              “Total
                Disability”
                means accidental bodily injury or sickness which wholly and continuously
                disabled an optionee. The Committee, whose decisions shall be final,
                shall
                make a determination of Total
                Disability.

            


    

    


    
      	
              1.3

            	
              Administration
                of the Plan

            


    

    


    The
      Plan
      shall be administered by the Board or by the Committee appointed by the Board
      consisting of two or more members of the Board all of whom shall be Non-Employee
      Directors. The Committee shall serve at the pleasure of the Board and shall
      have
      such powers as the Board may, from time to time, confer upon it.

    


    Subject
      to this Section 1.3, the Committee shall have sole and complete authority to
      adopt, alter, amend or revoke such administrative rules, guidelines and
      practices governing the operation of the Plan as it shall, from time to time,
      deem advisable, and to interpret the terms and provisions of the Plan; provided,
      that the foregoing shall not be construed to permit the Committee to amend
      the
      restriction on Option repricing contained in Section 1.10(b)
      hereof.

    


    The
      Committee shall keep minutes of its meetings and of action taken by it without
      a
      meeting. A majority of the Committee shall constitute a quorum, and the acts
      of
      a majority of the members present at any meeting at which a quorum is present,
      or acts approved in writing by all of the members of the Committee without
      a
      meeting, shall constitute the acts of the Committee.

    


    
      	
              1.4

            	
              Eligibility

            


    

    


    Stock
      Options may be granted only to officers, directors, employees or consultants
      of
      the Company or a Subsidiary or Affiliate. All employees are eligible to receive
      Stock Options under the Plan.
      Any
      person who has been granted any Option may, if he is otherwise eligible, be
      granted an additional Option or Options.


    
      
        
        

      

      
        2

        
          

        

      

      
        
        

      

    


    


    


    
      	
              1.5

            	
              Shares

            


    

    


    The
      aggregate number of shares reserved for issuance pursuant to the Plan shall
      be
625,000
      shares
      of Common Stock, or the number and kind of shares of stock or other securities
      which shall be substituted for such shares or to which such shares shall be
      adjusted as provided in Section 1.6. No individual may be granted options to
      purchase more than an aggregate of 125,000 shares of Common Stock pursuant
      to
      the Plan.

    


    Such
      number of shares may be set aside out of the authorized but unissued shares
      of
      Common Stock or out of issued shares of Common Stock acquired for and held
      in
      the Treasury of the Company, not reserved for any other purpose. Shares subject
      to, but not sold or issued under, any Option terminating or expiring for any
      reason prior to its exercise in full will again be available for Options
      thereafter granted during the balance of the term of the Plan.

    


    
      	
              1.6

            	
              Adjustments
                Due to Stock Splits, Mergers, Consolidation,
                Etc.

            


    

    


    If,
      at
      any time, the Company shall take any action, whether by stock dividend, stock
      split, combination of shares or otherwise, which results in a proportionate
      increase or decrease in the number of shares of Common Stock theretofore issued
      and outstanding, the number of shares which are reserved for issuance under
      the
      Plan and the number of shares which, at such time, are subject to Options shall,
      to the extent deemed appropriate by the Committee, be increased or decreased
      in
      the same proportion, provided, however, that the Company shall not be obligated
      to issue fractional shares.

    


    Likewise,
      in the event of any change in the outstanding shares of Common Stock by reason
      of any recapitalization, merger, consolidation, reorganization, combination
      or
      exchange of shares or other corporate change, the Committee shall make such
      substitution or adjustments, if any, as it deems to be appropriate, as to the
      number or kind of shares of Common Stock or other securities which are reserved
      for issuance under the Plan and the number of shares or other securities which,
      at such time are subject to Options.

    


    In
      the
      event of a Change in Control, at the option of the Board or Committee, (a)
      all
      Options outstanding on the date of such Change in Control shall become
      immediately and fully exercisable, and (b) an optionee will be permitted to
      surrender for cancellation any Option or portion of an Option which was granted
      more than six (6) months prior to the date of such surrender, to the extent
      not
      yet exercised, and to receive a cash payment in an amount equal to the excess,
      if any, of the Fair Market Value (on the date of surrender) of the shares of
      Common Stock subject to the Option or portion thereof surrendered, over the
      aggregate purchase price for such Shares under the Option.

    


    
      	
              1.7

            	
              Non-Alienation
                of Benefits

            


    

    


    Except
      as
      herein specifically provided, no right or unpaid benefit under the Plan shall
      be
      subject to alienation, assignment, pledge or charge and any attempt to alienate,
      assign, pledge or charge the same shall be void. If any Participant or other
      person entitled to benefits hereunder should attempt to alienate, assign,
      pledge or charge any benefit hereunder, then such benefit shall, in the
      discretion of the Committee, cease.


    
      
        
        

      

      
        3

        
          

        

      

      
        
        

      

    


    


    


    
      	
              1.8

            	
              Withholding
                or Deduction for Taxes

            


    

    


    If,
      at
      any time, the Company or any Subsidiary or Affiliate is required, under
      applicable laws and regulations, to withhold, or to make any deduction for
      any
      taxes, or take any other action in connection with any Option exercise, the
      Participant shall be required to pay to the Company or such Subsidiary or
      Affiliate, the amount of any taxes required to be withheld, or, in lieu thereof,
      at the option of the Company, the Company or such Subsidiary or Affiliate may
      accept a sufficient number of shares of Common Stock to cover the amount
      required to be withheld.

    


    
      	
              1.9

            	
              Administrative
                Expenses

            


    

    


    The
      entire expense of administering the Plan shall be borne by the
      Company.

    


    
      	
              1.10

            	
              General
                Conditions

            


    

    


    
      	 	
              a.

            	
              The
                Board or the Committee may, from time to time, amend, suspend or
                terminate
                any or all of the provisions of the Plan, provided that, without
                the
                Participant’s approval, no change may be made which would alter or impair
                any right theretofore granted to any Participant; provide further,
                that
                the foregoing shall not be construed to permit the Committee to amend
                the
                restriction on Option repricing contained in Section 1.10(b)
                hereof.

            


    

    


    
      	 	
              b.

            	
              With
                the consent of the Participant affected thereby, the Committee may
                amend
                or modify any outstanding Option in any manner not inconsistent with
                the
                terms of the Plan, including, without limitation, and irrespective
                of the
                provisions of Section 2.3(c) below, to accelerate the date or dates
                as of
                which an installment of an Option becomes exercisable; provided,
                that the
                Committee shall not have the right to reprice any outstanding
                Options.

            


    

    


    
      	 	
              c.

            	
              Nothing
                contained in the Plan shall prohibit the Company or any Subsidiary
                or
                Affiliate from establishing other additional incentive compensation
                arrangements for employees of the Company or such Subsidiary or
                Affiliate.

            


    

    


    
      	 	
              d.

            	
              Nothing
                in the Plan shall be deemed to limit, in any way, the right of the
                Company
                or any Subsidiary or Affiliate to terminate a Participant’s employment or
                service with the Company (or such Subsidiary or Affiliate) at any
                time.

            


    

    


    
      	 	
              e.

            	
              Any
                decision or action taken by the Board or the Committee arising out
                of or
                in connection with the construction, administration, interpretation
                and
                effect of the Plan shall be conclusive and binding upon all Participants
                and any person claiming under or through any
                Participant.

            


    

    


    
      	 	
              f.

            	
              No
                member of the Board or of the Committee shall be liable for any act
                or
                action, whether of commission or omission, (i) by such member except
                in
                circumstances involving actual bad faith, nor (ii) by any other member
                or
                by any officer, agent or
                employee.

            


    


    
      
        
        

      

      
        4

        
          

        

      

      
        
        

      

    


    


    
      	
              1.11

            	
              Compliance
                with Applicable Law

            


    

    


    Notwithstanding
      any other provision of the Plan, the Company shall not be obligated to issue
      any
      shares of Common Stock, or grant any Option with respect thereto, unless it
      is
      advised by counsel of its selection that it may do so without violation of
      the
      applicable Federal and State laws pertaining to the issuance of securities
      and
      the Company may require any stock certificate so issued to bear a legend, may
      give its transfer agent instructions limiting the transfer thereof, and may
      take
      such other steps, as in its judgment are reasonably required to prevent any
      such
      violation.

    


    
      	
              1.12

            	
              Effective
                Dates

            


    

    


    The
      Plan
      was adopted by the Board on June 14, 2001, subject to stockholder approval.
      The
      Plan shall terminate on June 13, 2011.

    


    


    Section
      2. OPTION
      GRANTS

    


    
      	
              2.1

            	
              Authority
                of Committee

            


    

    


    Subject
      to the provisions of the Plan, the Committee shall have the sole and complete
      authority to determine (i) the Participants to whom Options shall be granted;
      (ii) the number of shares to be covered by each Option; and (iii) the conditions
      and limitations, if any, in addition to those set forth in Sections 2 and 3
      hereof, applicable to the exercise of an Option, including without limitation,
      the nature and duration of the restrictions, if any, to be imposed upon the
      sale
      or other disposition of shares acquired upon exercise of an Option.

    


    Stock
      Options granted under the Plan shall be non-qualified stock
      options.

    


    The
      Committee shall have the authority to grant Options.

    


    
      	
              2.2

            	
              Option
                Exercise Price

            


    

    


    The
      exercise price set forth in the Option Agreement at the time of grant shall
      not
      be less than the Fair Market Value of the Common Stock at the time that the
      Option is granted. 

    


    The
      consideration to be paid for the Shares to be issued upon exercise of an Option
      may consist of (i) cash, (ii) check, (iii) other shares of the Company’s Common
      Stock which have a Fair Market Value on the date of surrender equal to the
      aggregate exercise price of the Shares as to which said Option shall be
      exercised, or (iv) consideration received by the Company under any cashless
      exercise program implemented by the Company in connection with the Plan. Stock
      certificates will be delivered only against such payment.

    


    
      	
              2.3

            	
              Option
                Grants

            


    

    


    Each
      Option will be subject to the following provisions:

    


    
      	 	
              a.

            	
              Term
                of Option

            


    

    


    An
      Option
      will be for a term of not more than five years from the date of
      grant.


    
      
        
        

      

      
        5

        
          

        

      

      
        
        

      

    


    


    
      	 	
              b.

            	
              Exercise

            


    

    


    
      	 	
              (i)

            	
              By
                an Employee:

            


    

    


    Unless
      otherwise provided by the Committee and except in the manner described below
      upon the death of the optionee, an Option may be exercised only in installments
      as follows: up to one-half of the subject shares on and after the first
      anniversary of the date of grant, up to all of the subject shares on and after
      the second such anniversary of the date of the grant of such Option but in
      no
      event later than the expiration of the term of the Option.

    


    An
      Option
      shall be exercisable during the optionee’s lifetime only by the optionee and
      shall not be exercisable by the optionee unless, at all times since the date
      of
      grant and at the time of exercise, such optionee is an employee of or providing
      services to the Company, any parent corporation of the Company or any Subsidiary
      or Affiliate, except that, upon termination of all such employment or provision
      of services (other than by death, Total Disability, or by Total Disability
      followed by death in the circumstances provided below), the optionee may
      exercise an Option at any time within three months thereafter but only to the
      extent such Option is exercisable on the date of such termination.

    


    Upon
      termination of all such employment by Total Disability, the optionee may
      exercise such Options at any time within one year thereafter, but only to the
      extent such Option is exercisable on the date of such termination.

    


    In
      the
      event of the death of an optionee (i) while an employee of or providing services
      to the Company, any parent corporation of the Company or any Subsidiary or
      Affiliate, or (ii) within three months after termination of all such employment
      or provision of services (other than for Total Disability) or (iii) within
      one
      year after termination on account of Total Disability of all such employment
      or
      provision of services, such optionee’s estate or any person who acquires the
      right to exercise such option by bequest or inheritance or by reason of the
      death of the optionee may exercise such optionee’s Option at any time within the
      period of two years from the date of death. In the case of clauses (i) and
      (iii)
      above, such Option shall be exercisable in full for all the remaining shares
      covered thereby, but in the case of clause (ii) such Option shall be exercisable
      only to the extent it was exercisable on the date of such termination of
      employment or service.

    


    
      	 	
              (ii)

            	
              By
                Persons other than Employees:

            


    

    


    If
      the
      optionee is not an employee of the Company or the parent corporation of the
      Company or any Subsidiary or Affiliate, the vesting of such optionee’s right to
      exercise his Options shall be established and determined by the Committee in
      the
      Option Agreement covering the Options granted to such optionee.

    


    Notwithstanding
      the foregoing provisions regarding the exercise of an Option in the event of
      death, Total Disability, other termination of employment or provision of
      services or otherwise, in no event shall an Option be exercisable in whole
      or in
      part after the termination date provided in the Option
      Agreement.


    
      
        
        

      

      
        6

        
          

        

      

      
        
        

      

    


    


    
      	 	
              c.

            	
              Transferability

            


    

    


    An
      Option
      granted under the Plan shall not be transferable otherwise than by will or
      by
      the laws of descent and distribution, or as may be permitted by the Board or
      the
      Committee.

    


    
      	
              2.4

            	
              Agreements

            


    

    


    In
      consideration of any Options granted to a Participant under the Plan, each
      such
      Participant shall enter into an Option Agreement with the Company providing,
      consistent with the Plan, such terms as the Committee may deem
      advisable.

    


    
      FFDOCS1\752646.03

       

       

      
        
          
          

        

        
          7