Form of Option Agreement (based on deferred compensation)



 [Logo of Buca di Beppo] 
  

Exhibit 10.4 
  
 OPTION AGREEMENT 
  
 BUCA 
  
 Key Employee Share Option Plan 
  
 1. Grant of Option: The Compensation Committee of the Board of Directors of BUCA Inc.
(“the Committee”) hereby grants to the Participant named below an Option to purchase Mutual Fund Shares from BUCA Inc. (“BUCA”) at the Exercise Price set forth in Paragraph 2 below: 
  

	
	 Name of Participant:                                 
                                        
                                        
                          

	 Social Security No.:                                 
                                        
                                        
                           

	 Grant
Date:                                       
                                        
                                        
                                     


  
 The Mutual Fund Shares subject to this
Option and the total Net Asset Value of the Mutual Fund Shares as of the date of this grant will consist of the following investment funds and that number of whole and fractional shares represented by the total Net Asset Value shown below:

  

				
	 Name of Investment Funds
 Subject to
Option

	  	Total Net Asset Value


	 	  	$	            
	 	  	$	            
	 	  	$	            
	 	  	$	            
	 	  	
	

	 Total
	  	$	            
	 	  	
	


  
 Any property received (or deemed to be
received) by BUCA through actual (or deemed) reinvestment of cash dividends and distributions received with respect to the Mutual Fund Shares shall be added to the Mutual Fund Shares that are subject to this Option. 
  
 2. Exercise and Transfer of Option. The Option may be exercised only by the Participant or
the Beneficiary if the Participant has died, or the Permitted Transferee, in whole or in part, subject to minimum exercise requirements contained in the BUCA Key Employee Share Option Plan (the “Plan”). In addition, under the terms of this
Agreement, the transfer of an Option is not allowed except in the very limited circumstances permitted by Section 3.8 of the Plan. The Option shall not otherwise be transferred, assigned, pledged or hypothecated (whether by operation of law or
otherwise), except as provided therein, and no Option shall be subject to execution, attachment or similar process. 







 Written notice of an election to exercise the Option, specifying the desired Exercise Date, shall be mailed (by certified
mail, postage prepaid), to the Trustee at the following address no later than ten business days prior to the desired Exercise Date: 
  
 First National Bank of Sioux Falls 
 Trustee
of the BUCA Key Employee Share Option Plan 
 Hedging Trust (the “Hedging Trustee”) 
 P.O. Box 5186 
 100 South Phillip Ave.

 Sioux Falls, South Dakota 57117-5186 
  
 The initial Grant Date Exercise Price shall equal 25 percent of the total Net Asset Value of the underlying Mutual Fund Shares on the Grant Date. Upon a request to
exercise the Option, the Exercise Price required to be paid by the Participant shall be equal to the Exercise Price of the Mutual Fund Shares on the Grant Date plus 25 percent of the accumulated ordinary income distributions and short-term capital
gain distributions received (or deemed to be received) with respect to Mutual Fund Shares and reinvested (or deemed to be reinvested) in additional Mutual Fund shares. For these purposes, the “Exercise Date” shall be the date upon which
the Participant’s written Option Exercise Form is approved by the Trustee after payment is received by the Trustee at its principal business address (which is the address shown in this Agreement, unless later changed). 
  
 3. Payment of Exercise Price. Payment of the Exercise Price shall be made by bank certified,
personal, or cashier’s check or other means acceptable to the Trustee (in accordance with the terms of the Plan) on or before the Exercise Date, and the Participant must satisfy all federal, state and local withholding tax requirements in the
manner permitted under the Plan. 
  
 4. Time of Exercise. The Participant, the
Participant’s Beneficiary if the Participant has died, or the Permitted Transferee (with respect to the portion of the Option transferred to the Permitted Transferee) may exercise the Vested Portion of an Option at any time during the period
beginning six months after the Grant Date and ending on the earliest of: 
  
 (a) 180 months after the Grant Date of the Option; or 
  
 (b) 24 months after the Participant’s Termination of Service by reason of Disability; or 
  
 (c) 24 months after the Participant’s Termination of Service by reason of death; or 
  
 (d) 24 months after the Participant’s Termination of Service for any reason not specified in paragraphs (a)- (c) or (e)
if such Termination of Service occurs before the Participant’s attainment of age 50; or 
  
 (e) 90 days after the date of the Participant’s Termination of Service, if he or she is terminated involuntarily for Cause, as determined by the Committee. 
  
 In no event shall the exercise period continue for less than 12 months after the
Participant’s Termination of Service if such termination occurs by reason of Participant’s death. 
  
 5. Vested Portion of Option. Only the Vested Portion of an Option may be exercised. The Vested Portion of the Option granted under this Agreement is 100%. 
  
 6. Rights and Privileges. No Participant, Beneficiary, or Permitted Transferee shall have any of the rights and privileges of a shareholder
with respect to any Mutual Fund Shares that may be purchased or issued upon the exercise of an Option unless and until such Option is exercised and the Exercise Price for the Mutual Fund Shares has been paid in full and the Mutual Fund Shares have
been registered. 
  

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 7. Required Acceptance of Option Agreement. This Option is conditioned upon the acceptance of this Agreement by the
Participant as evidenced by the return to the Committee of the original Agreement executed by the Participant no later than 15 days after the Grant Date. 
  
 8. Interpretation of Option Agreement and Indemnification. Except to the extent preempted by federal law, the Option and this Agreement shall be construed and interpreted
according to the laws of the State of Minnesota without regard to the choice of law principles of such state. 
  
 9. Incorporation by Reference. Except as specifically provided in this Agreement, the rights of the Participant, or any other person entitled to exercise the Option, are governed by the Plan (as amended from time to
time), which is incorporated by reference into this Agreement and hereto attached. All capitalized terms used herein and not otherwise defined herein shall have the meaning set forth in the Plan. The Participant agrees to be bound by the terms of
the Plan. Should a discrepancy exist between the terms of this Agreement and the terms of the Plan, then the terms of the Plan will control. 
  
 10. Amendment and Termination. The Committee may amend this Agreement at any time (i) to comply with applicable law or regulations, (ii) in connection with a Plan
termination or amendment, (iii) in connection with any substitution of Mutual Fund Shares or (iv) with the consent of the Participant. In the event of a termination of the Plan to comply with applicable laws or regulations, this Option will be
required to be exercised immediately. In the event of the termination of the Plan for any other reason, the Committee may, in its sole discretion and without the consent of the Participant, terminate this Option within 60 days following the
effective date of the Plan’s termination by making a cash payment to the Participant in an amount equal to the total Net Asset Value of the Mutual Fund Shares subject to this Option, reduced by the Exercise Price, and further reduced by the tax
withholding required by Section 4.4 of the Plan. 
  
 11. No Right to Continued
Service. Nothing contained in this Agreement or in the Plan shall be deemed to give any person the right to be retained in the service of BUCA or any of its related entities or to interfere with the right of BUCA or any of its related entities to
discharge any person at any time without regard to the effect that such discharge shall have upon such person’s rights or potential rights, if any, under the Plan. The provisions of the Plan are in addition to, and not a limitation on, any
rights that a Participant may have by reason of any other agreement with BUCA or any of its related entities. 
  
 12. Securities Matters and Representations. The Participant hereby represents and warrants to, and agrees with, BUCA as follows, with the understanding that BUCA will rely on the representations in complying with its
obligations under applicable securities laws: 
  
 (a) The
Participant has received a current copy of (i) the Plan and (ii) the Plan Brochure. The Participant has additionally received copies of all other documents and any other information requested from BUCA and has had an opportunity to ask questions of
and receive answers from the management of BUCA concerning the terms and conditions of the Option and to obtain any additional information desired, or has elected to waive such opportunity. The Participant has reviewed and understands the terms and
conditions of his or her participation in the Plan. The Participant understands and acknowledges that the exclusive sources for determining his or her benefits and rights under the Plan are the provisions of the Plan and the Option Agreements
entered into pursuant to the Plan. The Participant has also received copies of, and reviewed, the current prospectuses for the mutual funds identified on the first page of this Agreement. 
  

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 (b) The Participant acknowledges that (i) the worth of the Option is dependent upon the value of the
underlying Mutual Fund Shares, (ii) the amount exchanged for the Option (if any) and any rights of the Participant to the Mutual Fund Shares prior to exercise will be subject to the claims of creditors of BUCA, and, accordingly, (iii) BUCA makes no
assurance whatsoever concerning the present and prospective value of the Option. 
  
 (c) Either alone or with the assistance of a professional advisor, the Participant has such knowledge and experience in financial and business matters that he or she is capable of evaluating the merits and risks of
accepting the grant of the Option as well as making a decision to exercise such Option. The Participant has obtained, to the extent he or she deemed necessary, personal professional advice with respect to the risks inherent in, and the suitability
of, accepting the grant of the Option in light of the Participant’s financial condition and investment needs. The Participant is not relying on the advice or representations of BUCA or anyone associated with BUCA on any legal or tax matters and
certifies that the Option (and the underlying mutual fund shares) is suitable for his or her financial condition and investment needs. 
  

					
	
	 	
	 	 
	Participant	 	Date	 	 
			
	 BUCA’s Acknowledgment of Receipt:
	 	  

	 	 
	 	 	Date	 	 

  

	
	
	 By:


	         Authorized Representative


  

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