exv10w2



 








EXHIBIT 10.2




FOX & HOUND RESTAURANT GROUP.

1997 DIRECTORS STOCK OPTION PLAN




ARTICLE I

PURPOSE




          The purpose of the Fox & Hound Restaurant Group 1997 Directors Stock Option Plan (the “Plan”)
is to secure for Fox & Hound Restaurant Group. and its stockholders the benefits arising from stock
ownership by its Directors. The Plan will provide a means whereby such Directors may purchase
shares of the common stock, $.01 par value, of Fox & Hound Restaurant Group pursuant to options
granted in accordance with the Plan.




ARTICLE II

DEFINITIONS




     The following capitalized terms used in the Plan shall have the respective meanings set forth
in this Article:



     2.1 “Board” shall mean the Board of Directors of Fox & Hound Restaurant Group.



     2.2 “Chairman” shall mean the duly appointed Chairman of any standing Committee of the Board.



     2.3 “Committee” shall mean a duly appointed standing committee of the Board.



     2.4 “Company” shall mean Fox & Hound Restaurant Group and any of its subsidiaries.



     2.5 “Director” shall mean any person who is a member of the Board of Directors of the Company.



     2.6 “Eligible Director” shall be any Director who is not a full or part-time Employee of the
Company.



     2.7 “Exercise Price” shall mean the price per Share at which an Option may be exercised.



     2.8 “Fair Market Value” shall mean the closing sales price of a Share as quoted on the
National Association of Securities Dealers Automated Quotation (“Nasdaq”) National Market System on
the Grant Date or on the preceding date on which such Shares are traded if no Shares were traded on
such Grant Date. If the Shares are not quoted on the Nasdaq National Market System, Fair Market
value shall be deemed to be the average of the high bid and asked prices of the Shares on the
over-the-counter market on the Grant Date, or the next preceding date on which the last prices were
recorded. With respect to Options granted on or before the effective date of the Company’s initial
public offering pursuant to a Registration Statement on Form S-1, the Fair Market Value shall be
deemed to be the initial public offering price of the Shares.



     2.9 “Grant Date” shall mean the Initial Grant Date or any other date that an Option shall be
granted pursuant to the Plan as appropriate.



     2.10 “Initial Grant Date” shall mean with respect to each Eligible Director the date such
Eligible Director is first elected as a member of the Board.



     2.11 “Option” shall mean an Option to purchase Shares granted pursuant to the Plan.



     2.12 “Option Agreement” shall mean the written agreement described in Article VI herein.



     2.13 “Permanent Disability” shall mean the condition of an Eligible Director who is unable to
participate as a member of the Board by reason of any medically determined physical or mental
impairment which can be expected to result in death or which can be expected to last for a
continuous period of not less than twelve (12) months.



     2.14 “Purchase Price” shall be the Exercise Price multiplied by the number of whole Shares
with respect to which an Option may be exercised.



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     2.15 “Shares” shall mean shares of common stock $.01 par value of the Company.



     2.16 “Subsequent Grant Date” shall mean the anniversary date of the appointment of an Eligible
Director to the Board.



ARTICLE III

ADMINISTRATION




     3.1 General. This Plan shall be administered by the Board in accordance with the express
provisions of this Plan.



     3.2 Powers of the Board. The Board shall have full and complete authority to adopt such rules
and regulations and to make all such other determinations not inconsistent with the Plan as may be
necessary for the administration of the Plan.



ARTICLE IV

SHARES SUBJECT TO PLAN




     Subject to adjustment in accordance with Article IX an aggregate of 150,000 Shares is reserved
for issuance under this Plan. Shares sold under this Plan may be either authorized, but unissued
Shares or reacquired Shares. If an Option, or any portion thereof, shall expire or terminate for
any reason without having been exercised in full, the unpurchased Shares covered by such Option
shall be available for future grants of Options.



ARTICLE V

GRANTS




     5.1 Initial Grants. On the Initial Grant Date, each Eligible Director shall receive the grant
of an option to purchase 10,000 Shares.



     5.2 Subsequent Grants. On each Subsequent Grant Date, each Eligible Director shall receive the
grant of an Option to purchase 3,000 Shares.



     5.3 Compliance With Rule 16b-3. The terms for the grant of Options to an Eligible Director may
only be changed if permitted under Rule 16b-3 of the Securities Exchange Act of 1934, as amended,
and accordingly the formula for the grant of Options may not be changed or otherwise modified more
than once in any six month period.



ARTICLE VI

TERMS OF OPTION




     Each Option shall be evidenced by a written Option Agreement executed by the Company and the
Eligible Director which shall specify the Grant Date, the number of Shares subject to the Option,
the Exercise Price and shall also include or incorporate by reference the substance of all of the
following provisions and such other provisions consistent with this Plan as the Board may
determine.



     6.1 Term. The term of the Option shall be five (5) years from the Grant Date of each Option,
subject to earlier termination in accordance with Articles VI and X.



     6.2 Restriction on Exercise. Options shall be exercisable at such time or times and subject to
such terms and conditions as shall be determined by the Committee at grant, provided, however, that
except in the case of the Eligible Director’s death or Permanent Disability, upon which events the
Option will become immediately exercisable, unless a longer vesting period is otherwise determined
by the Committee at grant, Options shall be exercisable as follows: up to one-third of the
aggregate Shares purchasable under an Option shall be exercisable commencing one year after the
Grant Date, an additional one-third of the Shares purchasable under an Option shall be exercisable
commencing two years after the Grant Date and the balance commencing on the third anniversary from
the Grant Date. The Committee may waive such installment exercise provision at any time in whole or
in part based on performance and/or such other factors as the Committee may determine in its sole
discretion, provided, however, that no Option shall be exercisable until more than six months have
elapsed from the Grant Date.



 









 





     6.3 Exercise Price. The Exercise Price for each Share subject to an Option shall be the Fair
Market Value of the Share as determined in Section 2.8 herein.



     6.4 Manner of Exercise. An Option shall be exercised in accordance with its terms, by delivery
of a written notice of exercise to the Company and payment of the full purchase price of the Shares
being purchased. An Eligible Director may exercise an Option with respect to all or less than all
of the Shares for which the Option may then be exercised, but a Director must exercise the Option
in full Shares.



     6.5 Payment. The Purchase Price of Shares purchased pursuant to an Option or portion thereof,
may be paid:



     (a) in United States Dollars, in cash or by check, bank draft or money order payable to the
Company;



     (b) by delivery of Shares already owned by an Eligible Director with an aggregate Fair Market
Value on the date of exercise equal to the Purchase Price, subject to the provisions of Section
16(b) of the Securities Exchange Act of 1934;



     (c) through the written election of the Eligible Director to have Shares withheld by the
Company from the Shares otherwise to be received with such withheld Shares having an aggregate Fair
Market Value on the date of exercise equal to the Purchase Price.



     6.6 Transferability of Options. No Option granted hereunder shall be transferable otherwise
than by (i) will, (ii) the laws of descent and distribution or (iii) pursuant to a qualified
domestic relations order as defined by the Internal Revenue Code or Title 1 of the Employee
Retirement Income Security Act of 1986, as amended, or the rules and regulations promulgated
thereunder; provided however, that to the extent the option agreement provisions do not disqualify
such option for exemption under Rule 16b-3 under the Act of 1934, as amended, Options may be
transferable during an Optionee’s lifetime to immediate family members of an optionee, partnerships
in which the only partners are members of the Optionee’s immediate family, and trusts established
solely for the benefit of such immediate family members.



     6.7 Termination of Membership on the Board. If an Eligible Director’s membership on the Board
terminates for any reason, any vested Option held on the date of termination may be exercised in
whole or in part at any time within one (1) year after the date of such termination (but in no
event after the term of the Option expires) and shall thereafter terminate.



ARTICLE VII

GOVERNMENT AND OTHER REGULATIONS




     7.1 Delivery of Shares. The obligation of the Company to issue or transfer and deliver Shares
for exercised Options under the Plan shall be subject to all applicable laws, regulations, rules,
orders and approvals which shall then be in effect.



     7.2 Holding of Stock After Exercise of Option. The Option Agreement shall provide that the
Eligible Director, by accepting such Option, represents and agrees, for the Eligible Director and
his permitted transferees hereunder that none of the Shares purchased upon exercise of the Option
shall be acquired with a view to any sale, transfer or distribution of the Shares in violation of
the Securities Act of 1933, as amended (the “Act”) and the person exercising an Option shall
furnish evidence satisfactory to that Company to that effect, including an indemnification of the
Company in the event of any violation of the Act by such person. Notwithstanding the foregoing, the
Company in its sole discretion may register under the Act the Shares issuable upon exercise of the
Options under the Plan.



ARTICLE VIII

WITHHOLDING TAX




     The Company may in its discretion, require an Eligible Director to pay to the Company, at the
time of exercise of an Option an amount that the Company deems necessary to satisfy its obligations
to withhold federal, state or



 









 




local income or other taxes (which for purposes of this Article includes an Eligible
Director’s FICA obligation) incurred by reason of such exercise. When the exercise of an Option
does not give rise to the obligation to withhold federal income taxes on the date of exercise, the
Company may, in its discretion, require an Eligible Director to place Shares purchased under the
Option in escrow for the benefit of the Company until such time as federal income tax withholding
is required on amounts included in the Eligible Director’s gross income as a result of the exercise
of an Option. At such time, the Company, in its discretion, may require an Eligible Director to pay
to the Company an amount that the Company deems necessary to satisfy its obligation to withhold
federal, state or local taxes incurred by reason of the exercise of the Option, in which case the
Shares will be released from escrow upon such payment by an Eligible Director.




ARTICLE IX

ADJUSTMENTS




     9.1 Proportionate Adjustments. If the outstanding Shares are increased, decreased, changed
into or exchanged into a different number or kind of Shares or securities of the Company through
reorganization, recapitalization, reclassification, stock dividend, stock split, reverse stock
split or other similar transaction, an appropriate and proportionate adjustment shall be made to
the maximum number and kind of Shares as to which Options may be granted under this Plan. A
corresponding adjustment changing the number or kind of Shares allocated to unexercised Options or
portions thereof, which shall have been granted prior to any such change, shall likewise be made.
Any such adjustment in the outstanding Options shall be made without change in the Purchase Price
applicable to the unexercised portion of the Option with a corresponding adjustment in the Exercise
Price of the Shares covered by the Option. Notwithstanding the foregoing, there shall be no
adjustment for the issuance of Shares on conversion of notes, preferred stock or exercise of
warrants or Shares issued by the Board for such consideration as the Board deems appropriate.



     9.2 Dissolution or Liquidation. Upon the dissolution or liquidation of the Company, or upon a
reorganization, merger or consolidation of the Company with one or more corporations as a result of
which the Company is not the surviving corporation, or upon a sale of substantially all of the
property or more than 80% of the then outstanding Shares of the Company to another corporation, the
Company shall give to each Eligible Director at the time of adoption of the plan for liquidation,
dissolution, merger or sale either (1) a reasonable time thereafter within which to exercise the
Option prior to the effective date of such liquidation or dissolution, merger or sale, or (2) the
right to exercise the Option as to an equivalent number of Shares of stock of the corporation
succeeding the Company or acquiring its business by reason of such liquidation, dissolution,
merger, consolidation or reorganization.



ARTICLE X

AMENDMENT OR TERMINATION OF PLAN




     10.1 Amendments. The Board may at any time amend or revise the terms of the Plan, provided no
such amendment or revision shall, unless appropriate stockholder approval of such amendment or
revision is obtained:



          (a) increase the maximum number of Shares which may be sold pursuant to Options granted under
the Plan, except as permitted under the provisions of Article IX;




          (b) change the minimum Exercise Price set forth in Article VI;




          (c) increase the maximum term of Options provided for in Article VI; or




          (d) permit the granting of Options to any one other than as provided in Article V.




     10.2 Termination. The Board at any time may suspend or terminate this Plan. This Plan, unless
sooner terminated, shall terminate on the tenth (10th) anniversary of its adoption by the Board. No
Option may be granted under this Plan while this Plan is suspended or after it is terminated.



     10.3 Holder of Consent. No amendment, suspension or termination of the Plan shall, without the
consent of the holder of Options, alter or impair any rights or obligations under any Option
theretofore granted under the Plan.



 









 





ARTICLE XI

MISCELLANEOUS PROVISIONS




     11.1 Privilege of Stock Ownership. No Eligible Director entitled to exercise any Option
granted under the Plan shall have any of the rights or privileges of a stockholder of the Company
with respect to any Shares issuable upon exercise of an Option until certificates representing the
Shares shall have been issued and delivered.



     11.2 Plan Expenses. Any expenses incurred in the administration of the Plan shall be borne by
the Company.



     11.3 Use of Proceeds. Payments received from an Eligible Director upon the exercise of Options
shall be used for general corporate purposes of the Company.



     11.4 Governing Law. The Plan has been adopted under the laws of the State of Delaware. The
Plan and all Options which may be granted hereunder and all matters related thereto, shall be
governed by and construed and enforceable in accordance with the laws of the State of Delaware as
it then exists.



ARTICLE XII

STOCKHOLDER APPROVAL




     This Plan is subject to approval at a duly held stockholders’ meeting within twelve (12)
months after the date the Board approves this Plan, by the affirmative vote of holders of a
majority of the voting Shares of the Company represented in person or by proxy and entitled to vote
at the meeting. Options may be granted, but not exercised, before such stockholder approval. If the
stockholders fail to approve the Plan within the required time period, any Options granted under
this Plan shall be void, and no additional Options may thereafter be granted.



 









 





FIRST AMENDMENT

TO

FOX & HOUND RESTAURANT GROUP

1997 DIRECTORS STOCK OPTION PLAN




     1. The first sentence of Article IV of the Fox & Hound Restaurant Group 1997 Directors Stock
Option Plan (the “Plan”), is hereby amended by replacing it with the following sentence:




Subject to adjustment in accordance with Article IX hereof, an aggregate of 400,000 Shares of
Common Stock, $0.01 par value (“Stock”) of the Company shall be subject to the Plan.



     2. Except as modified by Paragraph 1 above, the Plan shall remain in full force and effect.



     3. The foregoing First Amendment to the Fox & Hound Restaurant Group 1997 Directors Stock
Option Plan was duly adopted by the Board of Directors of Fox & Hound Restaurant Group (the
“Company”) on January 10, 2002, and approved by the Company’s stockholders at the Company’s annual
stockholder meeting on May 17, 2002.



 









 





SECOND AMENDMENT

TO

FOX & HOUND RESTAURANT GROUP

1997 DIRECTORS STOCK OPTION PLAN




          1. Section 5.2 of Article V of the Fox & Hound Restaurant Group 1997 Directors Stock Option
Plan, as amended by that certain First Amendment dated January 14, 1999 (the “Plan”), is hereby
amended by deleting it in its entirety and replacing it with the following sentence:





5.2 Subsequent Grants. On April 30, 2003 through April 30, 2005, each Eligible Director
shall receive Option grants as follows:




April 30, 2003 – Each Eligible Director shall receive a grant to purchase shares
equal to the greater of 1) $91,667 divided by the Fair Market Value or 2) 7,500
shares.




April 30, 2004 – Each Eligible Director shall receive a grant to purchase shares
equal to the greater of 1) $100,833 divided by the Fair Market Value or 2) 7,500
shares.




April 30, 2005 – Each Eligible Director shall receive a grant to purchase shares
equal to the greater of 1) $110,917 divided by the Fair Market Value or 2) 7,500
shares.



          2. Except as modified by Paragraph 1 above, the Plan shall remain in full force and effect.




          3. The foregoing Second Amendment to the Fox & Hound Restaurant Group 1997 Directors Stock
Option Plan was duly adopted by the Board of Directors of Fox & Hound Restaurant Group (the
“Company”) on April 10, 2002.




 









 








Exhibit 10.2




THIRD AMENDMENT

TO

FOX & HOUND RESTAURANT GROUP

1997 DIRECTORS STOCK OPTION PLAN




          1. Section 5.2 of Article V of the Fox & Hound Restaurant Group 1997 Directors Stock Option
Plan, as amended by that certain First Amendment dated January 14, 1999 and that certain Second
Amendment dated April 10, 2002 (the “Plan”), is hereby amended by deleting it in its entirety and
replacing it with the following sentence:





5.2 Subsequent Grants. On each Subsequent Grant Date, each Eligible Director shall receive
the grant of an Option to purchase 10,000 Shares.



          2. Except as modified by Paragraph 1 above, the Plan shall remain in full force and effect.




          3. The foregoing Second Amendment to the Fox & Hound Restaurant Group 1997 Directors Stock
Option Plan was duly adopted by the Board of Directors of Fox & Hound Restaurant Group (the
“Company”) on October 4, 2004.




 









 








Exhibit 10.2




FOURTH AMENDMENT

TO

FOX & HOUND RESTAURANT GROUP

1997 DIRECTORS STOCK OPTION PLAN



1. The first sentence of Article IV of the Total Entertainment Restaurant Corp 1997 Directors Stock
Option Plan, as amended by that certain First Amendment dated January 14, 1999, that certain Second
Amendment dated April 10, 2002, and that certain Third Amendment dated October 4, 2004 (the
“Plan”), is hereby amended by replacing it with the following sentence:





Subject to adjustment in accordance with Article IX hereof, an aggregate of 500,000 Shares
of Common Stock, $0.01 par value (“Stock”) of the Company shall be subject to the Plan.


2. Except as modified by Paragraph 1 above, the Plan shall remain in full force and effect.



3. The foregoing Fourth Amendment to the Fox & Hound Restaurant Group 1997 Directors Stock Option
Plan was duly adopted by the Board of Directors of Fox & Hound Restaurant Group (the “Company”) on
March 8, 2005, and approved by the Company’s stockholders at the Company’s annual stockholder
meeting on May 17, 2005.