ex10_1.htm


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    Exhibit
10.1

     

     

    LUBY’S,
INC.

    


    INCENTIVE
STOCK OPTION

    


    GRANTED
UNDER LUBY’S INCENTIVE STOCK PLAN

    


     

    Name of
Employee:  _________________________________

    


    Date
of Grant: _____________________________________

    


    Number
of Option Shares: ____________________________

    


    Option
Price per Share: ______________________________

    


    THIS OPTION is granted on the above
date (the "Date of Grant") by Luby's, Inc. (the "Company") to the person named
above (the "Employee"), upon the following terms and conditions:

    


    1.           Grant of
Option.  The Company grants to the Employee an option to
purchase, on the terms and conditions stated herein, the number of shares
specified above (the "Option Shares") of the Company's Common Stock, par value
$0.32 per share (“Common Stock”) at the Option Price specified
above.

    


    2.           Type of
Option.  This Option is granted under the Luby’s Incentive
Stock Plan (the "Plan") and shall be subject to all applicable provisions of the
Plan, as it may be amended from time to time.  This Option is an
"incentive stock option" as defined in Section 422 of the Internal Revenue Code
and is intended to conform to the requirements of Section 422 of the Internal
Revenue Code and to the provisions of the Plan.  The terms "parent
corporation" and "subsidiary corporation" have the meanings given to them by
Section 424 of the Internal Revenue Code.  All section references to
the Internal Revenue Code are intended to include any future amendments or
substitutions therefor in the Code.

    


    3.           Continuous
Employment.  This Option may be exercised by the Employee only
if, at all times from the Date of Grant to the date of such exercise, the
Employee was an employee of the Company or a parent or subsidiary of the Company
or another corporation referred to in Section 422 of the Internal Revenue Code,
unless such continuous employment is terminated by such employer, or by
retirement, or by disability, or is otherwise terminated with the written
consent of the employer.  If such continuous employment is so
terminated, this Option may be exercised, to the extent the Option was
exercisable on the date of termination of employment, within one year after such
termination of employment, but in no event later than the termination date of
this Option.  Termination of 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.  Retirement
means retirement on or after the Employee's 65th birthday.  Disability
means a disability which qualifies the Employee for benefits under a long-term
disability program maintained by the Company or a subsidiary of the
Company.

    


    4.           Death of
Employee.  If the Employee dies at a time when any portion of
this Option is exercisable by him, this Option may be exercised as to such
portion within one year after the date of death, by the person or persons to
whom his rights under this Option shall have passed by will or by the laws of
descent and distribution, but in no event later than the termination date of
this Option.

     

    
 

    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    5.           Period of Option and Right to
Exercise.  The term of this Option is ten years from the
Date of Grant.  The termination date of this Option is the day
preceding the tenth anniversary of the Date of Grant.  This Option may
not, in any event, be exercised prior to the first anniversary of the Date of
Grant or subsequent to the expiration date of this Option.  Subject to
the provisions of paragraphs 3 and 4 above, this Option shall become exercisable
as to one-fourth of the total number of Option Shares on each succeeding
anniversary of the Date of Grant.  Once the right to purchase shares
has accrued, such shares may thereafter be purchased at any time, or in part
from time to time, until the expiration date of this Option, subject to the
provisions of paragraphs 3 and 4 above and paragraph 6 below.  In no
case may this Option be exercised for a fraction of a share.

    


    6.           Payment for
Shares.  Payment for shares purchased upon exercise of this
Option shall be made in full at the time of exercise of the
Option.  No loan shall be made or guaranteed by the Company for the
purpose of financing the purchase of any optioned shares.  Payment of
the Option Price shall be made in cash or may be made by delivering Common Stock
of the Company having a fair market value at least equal to the Option Price, or
a combination of Common Stock and cash.  Such fair market value shall
be determined by the closing price of the Common Stock on the New York Stock
Exchange on the date on which this Option is exercised or, if no sale of the
Common Stock shall have been made on the Exchange on that day, then on the next
following day for which there is a reported sale.

    


    7.           Method of
Exercise.  This Option may be exercised only by written notice
given to the Company, in form satisfactory to the Company, specifying the number
of Option Shares which the holder of the Option elects to purchase, the number
of Option Shares which the holder is paying for in cash and the number of Option
Shares which the holder is paying for in shares of Common Stock.  Such
written notice and any subsequent exercise is subject to Company approval, as
well as all policies and procedures in place at Company, including but not
limited to Stock Trading Policies and Blackout Restrictions.  Such
written notice shall be accompanied by a check payable to the order of the
Company for the cash portion of the purchase price and, if applicable, by the
delivery of certificates representing shares of Common Stock duly endorsed and
otherwise in proper form for transfer to the Company of such number of shares of
Common Stock as are required to equal the fair market value of the Option Shares
being paid for in stock.  Upon each exercise of this Option, the
Company, as promptly as practicable, will mail or deliver to the person
exercising this Option a certificate or certificates representing the shares
then purchased.  The Company, in its discretion, may postpone the
issuance and delivery of shares upon any exercise of this Option until
completion of such stock exchange listing, or registration or other
qualification, of such shares under any Federal or state law, rule or regulation
as the Company may consider appropriate.  The Company may require any
person exercising this Option to make such representations and furnish such
information as the Company may consider appropriate in connection with the
issuance of the shares in compliance with applicable law.

    


    8.           Limitations on Transfer and
Exercise.  This Option is not transferable by the Employee
other than by will or by the laws of descent and distribution, and this Option
is exercisable during the lifetime of the Employee, only by him.

     

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    9.           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 which administers the plan (the
“Committee”) may adjust proportionally the number of Option Shares and the
Option Price.  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.  In the event of a corporate merger,
consolidation, acquisition of property or stock, separation, reorganization or
liquidation, the Committee shall be authorized to issue and substitute a new
stock option for this Option.

    


    10.           Consideration for
Grant.  Although this Option may be exercised only if
employment is continuous as provided in Section 3 hereof, it is understood that
such employment shall, subject to the terms of any employment contract, be at
the pleasure of the employer and at such compensation as the employer shall
reasonably determine from time to time.  Nothing in the Plan or in
this Option shall confer on the Employee any right to continue in the employment
of the Company or any of its affiliates or to interfere in any way with the
right of the Company or its affiliates to terminate his or her employment at any
time.

    


    11.           Amendment, Modification, Suspension,
or Discontinuance of the Plan.  The Board of Directors of the
Company (the “Board”) may amend, modify, suspend, or terminate the plan for the
purpose of meeting or addressing any changes in legal requirements or for any
other purpose permitted by law.  Subject to changes in the law or
other legal requirements that would permit otherwise, the Plan may not be
amended without the consent of the holders of a  majority of the
shares of Common Stock then outstanding (i) to increase the aggregate number of
shares of Common Stock that may be issued under the Plan (except for adjustments
pursuant to the Plan), (ii) to decreased the Option Price, (iii) to materially
modify the requirements as to eligibility for participation in the Plan, (iv) to
withdraw administration of the Plan from the Committee, or (v) to extend the
period during which awards may be granted under the Plan.

    


    12.           Change of
Control.  Should a “change in control” of the Company occur of
a nature that would be required to be reported in response to Item 1 of Form 8-K
promulgated under the Securities Exchange Act of 1934 as that requirement exists
on the Date of Grant, then, upon the occurrence of, and on the date of said
change in control, notwithstanding anything elsewhere herein contained, this
Option shall become exercisable in full.

    


    13.           Change in Control
Agreement.  If, on the date of termination of Employee’s
employment with the Company or an affiliate of the Company, Employee is entitled
to rights or benefits under a written Change of Control Agreement with the
Company containing provisions relating to stock options which are more favorable
to Employee than those contained in this Option, the provisions of such Change
of Control Agreement shall prevail.

    


    14.           Administration and
Interpretation.  The Plan shall be administered by the
Committee, which shall have full and exclusive power to interpret the Plan, to
grant waivers of restrictions, and to adopt such rules, regulations, and
guidelines for carrying out the Plan as it may deem necessary or
proper.  All questions of interpretation and administration with
respect to the Plan and this Option shall be determined by the Committee, and
its determination shall be final and conclusive.

     

     


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    


    15.           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.

    


    16.           Shareholder
Rights.  The holder of this Option shall have no rights as a
shareholder with respect to any Option Shares until the holder of this Option or
his nominee becomes a shareholder of record with respect to such
shares.

    


    17.           Withholding.  The
holder of this Option may be required to pay any taxes which must be withheld
prior to receipt of any Option Shares hereunder

    


    IN WITNESS WHEREOF, the Company has
caused this Option 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.

    


    


    


    ______________________                    By_________________________

    Secretary                                    Title

    


    


    ACCEPTED:

    


    


     

    ______________________

    Employee