exhibit10_2.htm


    
      

    


    Exhibit
10.2

     

    AMENDMENT
NO. 2 TO

     

    EMPLOYMENT
AGREEMENT

     

    This
Amendment No. 2 ("Amendment") to the Employment Agreement, dated November
9, 2005, between Luby's, Inc., a Delaware corporation ("Company"), and Harris J.
Pappas, a resident of Houston, Texas ("Executive") is executed as of
November_19_,
2008, (the "Effective Date").  For purposes of this Amendment,
"Luby's" or the "Company" shall include the subsidiaries of
Company.

     

    RECITALS

     

    WHEREAS,
the parties entered into the following agreements:

    


    (1)
Employment Agreement, dated November 9, 2005

    (2)
Amendment No. 1 to Employment Agreement, dated October 29, 2007

    


    (Collectively
referred to as “Agreements”);

    


    WHEREAS,
the parties desire to modify said Agreements as hereinafter set forth;
and

     

    NOW,
THEREFORE, for and in consideration of the mutual promises, covenants and
obligations contained herein, said Agreements shall be modified as follows, as
of the effective date:

     

    1. Section 3
of the Agreements is hereby amended and restated as follows:

    


    "3.           Term.  Subject to
the provisions for termination of employment as provided in Section 8(a),
Executive's employment under this Agreement shall be for a period beginning on
the Effective Date and ending on August 31, 2010 ("Term")."

     

    2.           Section
14 of the Agreements is hereby amended and restated as follows:

    


    “14.           Notice.  All notices
and communications hereunder shall be in writing and shall be deemed given if
delivered personally or mailed by registered or certified mail (return receipt
requested) to the parties at the following addresses (or at such other address
for a party as shall be specified by like notice):

    


    If to
Executive:

    


    Harris J.
Pappas

    13939
Northwest Freeway

    Houston,
Texas  77040

    


    with a
copy to:

    


    Kelly,
Hart & Hallman

    1000
Louisiana

    Suite
4700

    Houston,
Texas  77002

    Attn:  Charles
H. Still

    


    If to
Luby’s:

    


    Luby’s,
Inc.

    13111
Northwest Freeway

    Suite
600

    Houston,
Texas 77040

    


    Attention:  General
Counsel and Chairman of the Board

    


    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    Any of
the above addresses may be changed at any time by notice given as provided
above; provided, however, that any such notice of change of address shall be
effective only upon receipt.  All notices, requests or instructions
given in accordance herewith shall be deemed received on the date of delivery,
if hand delivered, on the date of receipt, if telecopied, three Business Days
after the date of mailing, if mailed by registered or certified mail, return
receipt requested, and one Business Day after the date of sending, if sent by
Federal Express or other recognized overnight courier.”

     

    IN
WITNESS WHEREOF, the Parties have executed this Amendment effective as of the
Effective Date.

    


     

    
      	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              /s/Harris
      J. Pappas

            
	 
      	 
      	 
      	 
      	
              Harris
      J. Pappas

            
	 
      	 
      	 
      	 
      	 
      


    

     

    


    
      	 
      	 
      	 
      	 
      	
              LUBY’S,
      INC.

            
	 
      	 
      	 
      	 
      	 
      
	 
      	 
      	 
      	 
      	
              /s/Gasper
      Mir, III

            
	 
      	 
      	 
      	 
      	
              Gasper
      Mir, III

            
	 
      	 
      	 
      	 
      	
              Chairman
      of the Board