ex10-1.htm


    
      

    

    EXHIBIT
      10.1

    


    STOCK
      OPTIONS AMENDMENT AGREEMENT

    


    


    This
      STOCK OPTIONS AMENDMENT AGREEMENT
      (the “Agreement”) is entered into effective as of the
      last date of signature below by and between __________________ (the
“Executive”) and TURBOCHEF TECHNOLOGIES, INC., a
      Delaware corporation (the “Company”).

    


    RECITALS:

    


    A.           The
      Company previously issued the Executive options to purchase shares of the
      Company’s common stock, as set forth in Exhibit A hereto, (the
“Options”) pursuant to the Company’s 2003 Stock
      Incentive Plan, as amended (the “Plan”).

    


    B.           The
      number of shares of the Company’s common stock (the
“Shares”) covered by the Options and the exercise
      price per Share (the “Option Exercise Price”) for such
      Options, if awarded prior to December 27, 2004,  were subsequently
      adjusted to reflect a one-for-three reverse stock split.

    


    C.           The
      Company has determined that the Option Exercise Price represents a discount
      from
      the fair market value of the Company’s common stock on the proper measurement
      date for such Options (such fair market value amount being herein referred
      to as
      the “Re-measurement Price”).

    


    D.           The
      Company believes that the Options, having been awarded at an exercise price
      reflecting a discount from the common stock’s fair market value on the proper
      measurement date, subject the Executive to adverse tax consequences under
      Section 409A of the Internal Revenue Code with respect to all or a portion
      of
      the Options (such portion, as identified in Exhibit A, is herein referred
      to as the “Affected Options”).  The Company
      has been advised that the Internal Revenue Service will permit the Company
      and
      the Executive to alleviate all adverse effects of the application of Section
      409A to the Affected Options by amending the Affected Options to reflect an
      exercise price equal to the Re-measurement Price.

    


    E.           The
      Company is willing to compensate the Executive for the lost value in the
      Affected Options resulting from an increase in the exercise price to the
      Re-measurement Price.

    


    F.           The
      Executive desires to amend the exercise price of his Affected Options to the
      Re-measurement Price in an effort to avoid the adverse tax consequences
      attendant to discounted stock options and to receive compensation for the lost
      value described in recital E.

    


    In
      consideration of the foregoing, the
      agreements set forth below and other good and valuable consideration, the
      parties hereby agree as follows:

    


    1.           AMENDMENT
      OF COVERED PORTION OF OPTIONS

    


    1.1.           Increased
      Exercise Price.  The Options Exercise Price currently in
      effect for the Affected Options is hereby increased to the Re-measurement Price
      set forth on Exhibit A hereto.

    


    2.           RESTRICTED
      STOCK UNIT ISSUANCE

    


    2.1.           Grant
      of Restricted Stock Unit.  The Company hereby grants to the
      Executive an RSU, denominated in the dollar amount set forth in Exhibit A
      hereto, for no additional consideration, subject to all of the terms and
      conditions of this Agreement and the Plan.

    


    2.2.           Vesting.  The
      RSU award shall be fully vested upon grant.

     

    
      
         

      

      
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    2.3.           Settlement.

    


    
      	
              a)  

            	
              Delivery
                of RSU Shares.  The RSU award shall settle in Shares on
                March 7, 2008 (as such date may be adjusted pursuant to Section 2.3(c),
                2.6 or 2.8, the “Settlement
                Date”).  The number of Shares to be issued by the
                Company to settle the RSU (the “RSU Shares”)
                shall be determined by dividing the dollar denomination of the RSU
                as set
                forth on Exhibit A hereto by the closing selling price per Share on
                the last trading day before the Settlement Date as reported by The
                Nasdaq
                Global Market or any successor exchange upon which the Company’s Shares
                may then be listed, rounding up to the nearest whole Share.  The
                RSU will be paid out by the Company through the issuance of the RSU
                Shares
                to the Executive as soon as reasonably possible after, and effective
                as
                of, the Settlement Date.  The Company may issue stock
                certificates or evidence the Executive’s interest by using a book entry
                account with the Company’s transfer agent.  To the extent
                issued, certificate(s) for the RSU Shares shall be issued in the
                name of
                the Executive, free and clear of all liens, security interests, pledges
                or
                other claims or charges or restrictions (other than securities law
                restrictions), and delivered to the last address of the Executive
                known by
                the Company or as otherwise directed in writing by the
                Executive.  The Company’s obligation to deliver the RSU Shares
                is conditioned upon Executive providing such information as may be
                reasonably required or appropriate in connection with such delivery,
                such
                as a registration address and tax identification
                number.

            


    

    


    
      	
              b)  

            	
              Stockholder
                Rights.  The Executive shall not be deemed to be the holder
                of, or to have any of the rights of a holder with respect to any
                RSU
                Shares until issued to the Executive, except as provided in this
                Agreement.  After the RSU award is granted but before the
                Settlement Date, the Executive shall have no rights to any dividend
                or
                other distribution declared by the Company on its Shares, except
                as
                provided in Section 2.7.  The Executive shall have no voting
                rights with respect to the RSU Shares until issued upon the Settlement
                Date.

            


    

    


    
      	
              c)  

            	
              Merger;
                Acquisition.  If the Company is acquired by merger or
                otherwise on or after January 1, 2008, then the Settlement Date shall
                be
                accelerated to occur immediately prior to the closing of such transaction
                and the Executive shall be permitted to participate in the merger
                consideration or proceeds of acquisition to the same degree as if
                the RSU
                Shares had been issued and outstanding at the time of any record
                date with
                respect to such merger or acquisition, provided, however, that nothing
                herein shall give Executive any voting rights with respect to the
                RSU
                Shares until issued.

            


    

    


    
      	
              d)  

            	
              Limitation
                on RSU Share Issuance.  In such event that the number of
                Shares the Company would have to issue to settle all RSU awards granted
                in
                connection with the Offer would exceed the number of Shares available
                for
                grant under the Plan on the Settlement Date, then the number of Shares
                otherwise issuable upon settlement of the Executive’s RSU will be reduced
                by a number of Shares equal to the product of (1) the quotient obtained
                by
                dividing (a) the number of Shares otherwise issuable upon settlement
                of
                the Executive’s RSU on the Settlement Date by (b) the total number of
                Shares otherwise issuable upon settlement of all RSUs issued in connection
                with the Offer on the Settlement Date, multiplied by (2) the total
                number
                of Shares otherwise issuable upon settlement of all RSUs on the Settlement
                Date that exceeds the number of Shares available under the Plan,
                rounded
                down to the nearest whole Share.

            


    

    


    2.4.           Nontransferability.  The
      RSU award and this Agreement shall not be transferable by the Executive other
      than by will or by the laws of descent and distribution.

    


    2.5.           Securities
      Law Restrictions.  The issuance of RSU Shares may be
      reasonably delayed by the Company until, in the opinion of counsel for the
      Company, the issuance of the RSU Shares is exempt from registration under the
      Securities Act of 1933, as amended, or any other applicable federal or state
      securities law, rule or regulation, or the RSU Shares have been duly registered
      under such laws.  Unless the RSU Shares have been registered for sale
      under all applicable laws, the Executive shall represent, warrant and agree,
      as
      a condition to the issuance of the RSU Shares, that if the issuance of the
      RSU
      Shares is deemed a purchase of such securities under applicable law, then the
      RSU Shares are being purchased for investment only and without a view to any
      sale or distribution of such RSU Shares and that such RSU Shares shall not
      be
      transferred or disposed of in any manner without registration under such laws,
      unless it is the opinion of counsel satisfactory to the Company that such a
      disposition is exempt from such registration.  The Executive
      acknowledges that an appropriate legend giving notice of the foregoing
      restrictions shall, at the Options of the Company, appear conspicuously on
      all
      certificates evidencing the RSU Shares or other securities issued upon the
      settlement of the RSU award.

     

    
      
         

      

      
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    2.6.           Effect
      of Change in Control; Liquidation/Dissolution.

    


    
      	
              a)  

            	
              Early
                Settlement.  Upon the consummation of a Change in Control
                before January 1, 2008, the RSU Shares (or the cash and/or stock
                issuable
                in exchange for the Shares pursuant to the terms of the controlling
                documents entered into in connection with the Change in Control)
                shall be
                issued or delivered to the Executive effective as of January 2,
                2008.  Upon the consummation of a Change in Control on or after
                January 1, 2008 but prior to the Settlement Date, the RSU Shares
                shall be
                issued effective as of the date of such consummation of a Change
                in
                Control.  In each such case, the Settlement Date shall change to
                the effective date as of which the RSU Shares are to be issued under
                this
                Section 2.6(a).  If, in connection with a Change of Control, all
                or substantially all outstanding Shares are exchanged for consideration
                consisting of cash, other securities or a combination thereof, then
                the
                Executive may receive such consideration in lieu of RSU
                Shares.

            


    

    


    
      	
              b)  

            	
              Liquidation/Dissolution.  Upon
                the effective date of the liquidation or dissolution of the Company
                without a successor on or after January 1, 2008 but before the Settlement
                Date, the Settlement Date shall change to such effective date and
                the
                Company shall issue the RSU Shares to the Executive on the new Settlement
                Date.

            


    

    


    2.7.           Adjustments.  In
      the event of a change in capitalization, the Committee may make appropriate
      adjustments to the number and class of shares or other stock or securities
      subject to the RSU award.  The Committee’s adjustment shall be made in
      accordance with the provisions of Section 4.4 of the Plan and shall be effective
      and final, binding and conclusive for all purposes of the Plan and this
      Agreement.

    


    2.8.           Withholding
      of Taxes.  The Executive shall pay an amount equal to the
      federal, state and local income taxes and other amounts as may be required
      by
      law to be withheld (the “Withholding Taxes”) with
      respect to the RSU award to the Company in cash prior to the issuance of any
      RSU
      Shares.  In the Company’s discretion, the Company may accept from
      Executive (other than from any Executive subject to Section 16 of the Securities
      Exchange Act of 1934, as amended) a short-term promissory note by Executive
      in
      favor of the Company in a principal amount equal to any Withholding Taxes,
      in
      such form and having such terms and conditions satisfactory to the Company
      in
      its discretion.  Alternatively, the Company may, in its discretion,
      withhold from the number of RSU Shares otherwise issuable to Executive on the
      Settlement Date such number of RSU Shares whose aggregate fair market value
      equals the amount of any Withholding Taxes.  If Executive does not
      comply with the terms of this Section 2.8, the Company may delay the Settlement
      Date until such time as Executive does comply.

     

    3.           MISCELLANEOUS

    


    3.1.           Construction.  This
      Agreement shall be construed in accordance and consistent with, and subject
      to,
      the provisions of the Plan (the provisions of which are incorporated herein
      by
      reference) and, except as otherwise expressly set forth herein, the capitalized
      terms used in this Agreement shall have the same definitions as set forth in
      the
      Plan.

    


    3.2.           No
      Additional Rights Created.  Nothing in the Plan or this
      Agreement shall confer on the Executive any right to continue as an employee
      by
      the Company, or by any parent or subsidiary, or limit in any way the rights
      of
      the Company to terminate the Executive’s employment at any time.

     

    
      
         

      

      
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    3.3.           Modification
      of Agreement.  Except as provided in Sections 2.3(c), 2.6,
      and 2.7, this Agreement may be modified, amended, suspended or terminated,
      and
      any terms or conditions may be waived, only by a written instrument executed
      by
      the parties hereto; provided, however, that any modification, amendment, or
      waiver that is not materially adverse to the Executive, as determined by the
      Committee, can be approved by the Committee without the written consent of
      the
      Executive.

    


    3.4.           Severability.  Should
      any provision of this Agreement be held by a court of competent jurisdiction
      to
      be unenforceable or invalid for any reason, the remaining provisions of this
      Agreement shall not be affected by such holding and shall continue in full
      force
      in accordance with their terms.

    


    3.5.           Governing
      Law.   The validity, interpretation, construction and
      performance of this Agreement shall be governed by the laws of the State of
      Delaware without giving effect to the conflicts of laws principles
      thereof.

    


    3.6.           Successors
      in Interest.  This Agreement shall inure to the benefit of
      and be binding upon each successor corporation to the Company.  This
      Agreement shall inure to the benefit of the Executive’s legal
      representatives.  All obligations imposed upon the Executive and all
      rights granted to the Company under this Agreement shall be final, binding
      and
      conclusive upon the Executive’s heirs, executors, administrators and
      successors.

    


    3.7.           Resolution
      of Disputes.  Any dispute or disagreement which may arise
      under, or as a result of, or in any way relate to, the interpretation,
      construction or application of this Agreement shall be determined by the
      Committee.  Any determination made hereunder shall be final, binding
      and conclusive on the Executive and the Company for all purposes.

    


    3.8.           Entire
      Agreement.  This Agreement, together with the original
      Options agreement (to the extent not expressly amended hereby) as subsequently
      modified as described in the Recitals and the Plan represent the entire
      agreement of the parties with respect to the Affected Options and the
      RSU.

    


    3.9.           Continuation
      of Options Agreement.  Except for the foregoing provisions,
      no other terms or provisions of the Options agreement for the Options (as such
      Options was subsequently modified as described in the Recitals) have been
      modified as a result of this Agreement, and those terms and provisions shall
      continue in full force and effect.

    


    3.10.           Compliance
      with Code Section 409A.  This Agreement and the RSU and
      Options are intended to satisfy the requirements of Section 409A of the Code
      and
      any regulations or guidance that may be adopted thereunder from time to time
      and
      shall be interpreted by the Committee as it determines necessary or appropriate
      in accordance with Section 409A of the Code to avoid a plan failure under
      Section 409A(a)(1) of the Code.

    


    IN
      WITNESS WHEREOF,
      this Agreement has been executed on behalf of TurboChef Technologies, Inc.
      by a
      duly-authorized officer and by Executive on the date indicated.

     

     

    
      	 	TURBOCHEF
              TECHNOLOGIES, INC.	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	By:	 	 	Date:	 	 
	 	Name:	 	 	 	 	 
	 	Title:	 	 	 	 	 
	 	 	 	 	 	 	 
	 	 	 	 	 	 	 
	 	Executive: 	 	 	 	 
	 	 	 	 	 	 	 
	 	 
               	 	Date:	 	 
	 	 	 	 	 	 	 


    

     

    


    
      
         

      

      
        A-4

        
          

        

      

      
         

      

    

     

    Exhibit
      A

    
 

    Name
      of
      Executive:

    


    


    
      	
              Original

              
                Grant

                Date

              

            	 	
               

              Expiration

              
                Date

              

            	 	
              
                Total
                  Number

                of
                  Shares

                Subject
                  to

                Covered

                Portion
                  of

                Options

              

            	 	
              Exercise
                Price Per

              
                Share
                  Prior to

                Amendment
                  ($)

              

            	 	
              New
                Exercise

              
                Price
                  Per Share

                Subsequent
                  to

                Amendment
                  ($)

              

            	 	
              RSUs
                to be

              
                Issued
                  ($)

              

            
	 	 	 	 	 	 	 	 	 	 	 


    

    
 

     

     

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