Form of Non-Qualified Stock Option Agreement




 Exhibit 10.3 
  
 1996 STOCK INCENTIVE PLAN OF BUCA, INC. AND 
 AFFILIATED COMPANIES 
  
 Non-Qualified Stock Option Agreement 
  
 (Non-Employee Directors) 
  
 Full Name of
Optionee: 
  

			
	No. of Shares Covered:	 	Date of Grant:
		
	Exercise Price Per Share:	 	Expiration Date:

  
 Exercise Schedule: 
  

			
	Date	 	 No. of Shares
 As to Which Option
 Becomes Exercisable


  
 This is a Non-Qualified Stock Option
Agreement (“Agreement”) between BUCA, Inc., a Minnesota corporation (the “Company”), and the optionee identified above (the “Optionee”) effective as of the date of grant specified above. 
  
 Recitals 
  
 WHEREAS, the Company maintains the 1996 Stock Incentive Plan of BUCA, Inc.
and Affiliated Companies, as amended (“Plan”); and 
  
 WHEREAS, the board of directors of the Company (the “Board”) has determined that the Optionee is eligible to receive an award under the Plan in the form of a non-qualified stock option (the “Option”) and has set the
terms and conditions thereof. 
  
 NOW, THEREFORE, the Company
hereby grants this Option to the Optionee under the terms and conditions set by the Board as follows. 








 Terms and Conditions* 
  

	1.	Grant. The Optionee is granted this Option to purchase the number of Shares specified at the beginning of this Agreement. 

  

	2.	Exercise Price. The price to the Optionee of each Share subject to this Option is the exercise price specified at the beginning of this Agreement.


  

	3.	Incentive Stock Option. This Option is not intended to be an “incentive stock option” within the meaning of Section 422 of the Internal Revenue Code of 1986,
as amended (the “Code”). 

  

	4.	Exercise Schedule. Subject to the provisions of the Plan and this Agreement, if this Option has not expired prior thereto, it may be exercised as to the number of
Shares and on the dates specified in the exercise schedule at the beginning of this Agreement. The exercise schedule is cumulative — that is, if this Option has not expired prior thereto, the Optionee may at any time purchase all or any portion
of the Shares then available under the exercise schedule to the extent not previously purchased. 

  
 This Option may be exercised in full (notwithstanding the exercise schedule) under the circumstances described in Section 7 of this Agreement if it has
not expired prior thereto. 
  

	5.	Expiration. This Option expires at 4:30 p.m. Central Time on the earliest of: 

  

	 	(a)	The expiration date specified at the beginning of this Agreement; or 

  

	 	(b)	The date (if any) fixed for cancellation pursuant to Section 7 of this Agreement. 

  
 In no event may anyone exercise this Option, in whole or in part, after it has expired, notwithstanding any other provision
of this Agreement. 
  

	6.	Procedure to Exercise Option. 

  
 Notice of Exercise. This Option may be exercised by delivering written notice of exercise to the Company. The notice shall state the number of
Shares to be purchased, and shall be signed by the person exercising this Option. If the person exercising this Option is not the Optionee, he or she also must submit appropriate proof of his or her right to exercise this Option. 


	*	Unless the context indicates otherwise, capitalized terms that are not defined in this Agreement have the meanings set forth in the Plan as it currently exists or as it is amended
in the future. 

  

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 Tender of Payment. Any notice of exercise hereunder shall be accompanied by payment of the
purchase price of the Shares being purchased through one or a combination of the following methods: 
  

	 	(a)	Check, bank draft or money order payable to the Company; 

  

	 	(b)	Certificates for unencumbered Shares having an aggregate Fair Market Value (as defined below) on the date of exercise equal to the full purchase price of the Shares being purchased
(the Optionee shall duly endorse all such certificates in blank and shall represent and warrant in writing that he or she is the owner of the Shares so delivered free and clear of all liens, security interests and other restrictions or
encumbrances); or 

  

	 	(c)	To the extent permitted by law, a broker-assisted cashless exercise in which the Optionee irrevocably instructs a broker to deliver proceeds of a sale of all or a portion of the
Shares to be issued pursuant to the exercise (or a loan secured by such Shares) to the Company in payment of the purchase price of such Shares. 

  

Notwithstanding the foregoing, the Optionee shall not be permitted to pay any portion of the purchase price with Shares if, in the opinion of the
Board, payment in such manner could have adverse consequences for the Company. 
  
 Delivery of Certificates. As soon as practicable after the Company receives the notice and purchase price provided for above, it shall deliver to the person exercising the Option, in the name of such person, a
certificate or certificates representing the Shares being purchased. The Company shall pay any original issue or transfer taxes with respect to the issue or transfer of the Shares and all fees and expenses incurred by it in connection therewith. All
Shares so issued shall be fully paid and nonassessable. 
  
 Fair Market Value. For purposes of this Agreement, “Fair Market Value” as of any date means, unless otherwise expressly provided in the Plan: 
  
 (i) the closing price of a Share on that date or, if no sale of Shares shall have occurred on that date, on
the next preceding day on which a sale of Shares occurred, 
  
 (A) on the composite tape for New York Stock Exchange listed shares, or 
  
 (B) if the Shares are not quoted on the composite tape for New York Stock Exchange listed shares, on the principal United States
Securities Exchange registered under the Exchange Act on which the Shares are listed, or 
  
 (C) if the Shares are not listed on any such exchange, on the Nasdaq National Market System (the “NASDAQ System”), or

  

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 (ii) if clause (i) is inapplicable, the mean between the closing “bid” and the
closing “asked” quotation of a Share on that date, or, if no closing bid or asked quotation is made on that date, on the next preceding day on which a quotation is made, on the NASDAQ System or any system then in use, or 
  
 (iii) if clauses (i) and (ii) are inapplicable, what the
Board determines in good faith to be 100% of the fair market value of a Share on that date. 
  

	7.	Fundamental Change. In the event of a proposed Fundamental Change (as defined below), the Board or a committee designated by the board may, but shall not be obligated
to: 

  

	 	(a)	if the Fundamental Change is a merger or consolidation or statutory share exchange, make appropriate provision for the protection of this Option by the substitution of options and
appropriate voting common stock of the corporation surviving any merger or consolidation or, if appropriate, the parent corporation of the Company or such surviving corporation to be issuable upon the exercise of this Option, in lieu of options and
capital stock of the Company; or 

  

	 	(b)	at least 30 days prior to the occurrence of the Fundamental Change (including a merger or consolidation or statutory share exchange), declare, and provide written notice to Optionee
of the declaration, that this Option, whether or not then exercisable, shall be canceled at the time of, or immediately prior to the occurrence of the Fundamental Change in exchange for payment to Optionee, within ten days after the Fundamental
Change, of cash equal to, for each Share covered by the canceled Option, the amount, if any, by which the Fair Value (as hereinafter defined in this Section) per Share exceeds the exercise price per Share covered by this Option. At the time of the
declaration provided for in the immediately preceding sentence, this Option shall immediately become exercisable in full and Optionee shall have the right, during the period preceding the time of cancellation of the Option, to exercise this Option
as to all or any part of the Shares covered by this Option in whole or in part, as the case may be; provided, however, that if such proposed Fundamental Change does not become effective, then the declaration pursuant to this subsection 7(b) shall be
rescinded, the acceleration of the exercisability of the Option pursuant to this subsection 7(b) shall be void, and the Option shall be exercisable in accordance with its original terms. In the event of a declaration pursuant to this subsection
7(b), to the extent this Option has not been exercised prior to the Fundamental Change, the unexercised part of this Option shall be canceled at the time of, or immediately prior to, the Fundamental Change, as provided in the declaration.
Notwithstanding the foregoing, Optionee shall not be entitled to the payment provided for in this subsection 7(b) if this Option shall have expired pursuant to Section 5 above. For purposes of this subsection 7(b) only, “Fair Value” per
Share means the cash plus the fair market value, as determined in good faith by the Board or a committee designated by the Board, of the non-cash consideration to be received per Share by the shareholders of the Company upon the occurrence of the
Fundamental Change, notwithstanding anything to the contrary provided in the Plan, or in this Agreement. 

  

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 For purposes of this Agreement, “Fundamental Change” shall mean a dissolution or liquidation of
the Company, a sale of substantially all of the assets of the Company, a merger or consolidation of the Company with or into any other corporation, regardless of whether the Company is the surviving corporation, or a statutory share exchange
involving capital stock of the Company. 
  

	8.	Limitation on Transfer. While the Optionee is alive, only the Optionee or his or her guardian or legal representative may exercise this Option. This Option may not be
assigned or transferred other than by will or the laws of descent and distribution, and shall not be subject to pledge, hypothecation, execution, attachment or similar process. Any attempt to assign, transfer, pledge, hypothecate or otherwise
dispose of this Option contrary to the provisions hereof, and the levy of any attachment or similar process upon this Option, shall be null and void. 

  

	9.	No Shareholder Rights Before Exercise. No person has any of the rights of a shareholder of the Company with respect to any Share subject to this Option until the Share
actually is issued to him or her upon exercise of this Option. 

  

	10.	Adjustment. The Board or a committee designated by the Board may, in its discretion, make appropriate adjustments in the number of Shares subject to this Option and in
the purchase price per Share to give effect to any adjustments made in the number of outstanding Shares through a recapitalization, reclassification, stock dividend, stock split, stock combination or other relevant change; provided that,
fractional Shares shall be rounded to the nearest whole Share. 

  

	11.	Interpretation of This Agreement. All decisions and interpretations made by the Board with regard to any question arising hereunder or under the Plan shall be binding
and conclusive upon the Company and the Optionee. If there is any inconsistency between the provisions of this Agreement and the Plan, the provisions of the Plan shall govern. 

  

	12.	Discontinuance of Relationship. This Agreement shall not give the Optionee a right to a continued directorship or other relationship with the Company, and the Company
may terminate the directorship relationship with the Optionee and otherwise deal with the Optionee without regard to the effect it may have upon him or her under this Agreement. 

  

	13.	Option Subject to Plan, Articles of Incorporation and By-Laws. Optionee acknowledges that the exercise of the Option is subject to the Plan, the Articles of
Incorporation, as amended from time to time, and the By-Laws, as amended from time to time, of the Company, and any applicable federal or state laws, rules or regulations. The Optionee hereby acknowledges having received a copy of the Plan.


  

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	14.	Obligation to Reserve Sufficient Shares. The Company shall at all times during the term of this Option reserve and keep available a sufficient number of Shares to
satisfy this Agreement. 

  

	15.	Binding Effect. This Agreement shall be binding in all respects on the heirs, representatives, successors and assigns of the Optionee. 

  

	16.	Choice of Law. This Agreement is entered into under the laws of the State of Minnesota and shall be construed and interpreted thereunder (without regard to its
conflict of law principles). 

  
 IN WITNESS WHEREOF,
the Optionee and the Company have executed this Agreement as of the      day of             ,
            . 
  

			
	OPTIONEE
	
	  


	
	BUCA, INC.
		
	By	 	  


	Its	 	  




  

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