exv10w9






Exhibit 10.9




BRAVO BRIO RESTAURANT GROUP, INC.

STOCK INCENTIVE PLAN




Adopted by the Board of Directors October 6, 2010



Approved by the Shareholders October 18, 2010



 









 





BRAVO BRIO RESTAURANT GROUP, INC.


STOCK INCENTIVE PLAN




     Section 1. Purpose of the Plan. The purpose of the Bravo Brio Restaurant Group, Inc.
Stock Incentive Plan (the “Plan”) is to assist the Company and its Subsidiaries in attracting and
retaining valued Employees, Consultants and Non-Employee Directors by offering them a greater stake
in the Company’s success and a closer identity with it, and to encourage ownership of the Company’s
stock by such Employees, Consultants and Non-Employee Directors.



     Section 2. Definitions. As used herein, the following definitions shall apply:



          2.1. “Affiliate” means, with respect to any Person, any other Person that, directly or
indirectly, is in control of, is controlled by, or is under common control with, such Person. For
purposes of this definition, “control” of a Person means the power, directly or indirectly, to
direct or cause the direction of the management and policies of such Person, whether by contract or
otherwise.




          2.2. “Award” means the grant of Restricted Stock, Options, SARs, Restricted Stock Units or
other stock-based awards under the Plan.




          2.3. “Award Agreement” means the written agreement, instrument or document evidencing an
Award.




          2.4. “Board” means the Board of Directors of the Company.




          2.5. “Cause” means,




               (a) if the applicable Participant is party to an effective employment, consulting, severance
or similar agreement with the Company or a Subsidiary, and such term is defined therein, “Cause”
shall have the meaning provided in such agreement;



               (b) if the applicable Participant is not a party to an effective employment, consulting,
severance or similar agreement or if no definition of “Cause” is set forth in the applicable
employment, consulting, severance or similar agreement, “Cause” shall have the meaning provided in
the applicable Award Agreement; or



               (c) if neither (a) nor (b) applies, then “Cause” shall mean, as determined by the Committee in
its sole discretion, (i) the Participant’s willful misconduct or gross negligence in connection
with the performance of the Participant’s duties for the Company or its Subsidiaries; (ii) the
Participant’s conviction of, or a plea of guilty or nolo contendere to, a felony or a crime
involving fraud or moral turpitude; (iii) the Participant’s engaging in any business that directly
or indirectly competes with the Company or its Subsidiaries; or (iv) disclosure of trade secrets,
customer lists or confidential information of the Company or its Subsidiaries to a competitor or an
unauthorized Person.



          2.6. “Change in Control” means, unless otherwise provided in an Award Agreement:







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               (a) the acquisition in one or more transactions by any “person” (as such term is used for
purposes of Section 13(d) or Section 14(d) of the Exchange Act) but excluding, for this purpose,
(i) the Company or its Subsidiaries, (ii) any employee benefit plan of the Company or its
Subsidiaries, (iii) any Person who, as of the Effective Date, owns, directly or indirectly, 15% or
more of the voting power or value of any class of capital stock of the Company (a “Substantial
Shareholder”) and (iv) any Affiliate of a Substantial Shareholder, of “beneficial ownership”
(within the meaning of Rule 13d-3 under the Exchange Act) of more than fifty percent (50%) of the
combined voting power of the Company’s then outstanding voting securities (the “Voting
Securities”);



               (b) the consummation of a merger or consolidation involving the Company if the shareholders of
the Company, immediately before such merger or consolidation, do not own, directly or indirectly,
immediately following such merger or consolidation, at least fifty percent (50%) of the combined
voting power of the outstanding voting securities of the corporation resulting from such merger or
consolidation;



               (c) a change in the composition of the Board such that the individuals who as of any date
constitute the Board (the “Incumbent Board”) cease to constitute a majority of the Board at any
time during the 12-month period immediately following such date; provided, however, that if the
election, or nomination for election by the Company’s shareholders, of any new director was
approved by a vote of at least a majority of the Incumbent Board, such new director shall be
considered as a member of the Incumbent Board, and provided further that any reductions in the size
of the Board that are instituted voluntarily by the Incumbent Board shall not constitute a Change
in Control, and after any such reduction the “Incumbent Board” shall mean the Board as so reduced;
or



               (d) the acquisition by any “person” (as such term is used for purposes of Section 13(d) or
Section 14(d) of the Exchange Act), other than a Substantial Shareholder or an Affiliate of a
Substantial Shareholder, in a single transaction or in a series of related transactions occurring
during any period of 12 consecutive months, of assets from the Company that have a total gross fair
market value equal to or more than 51% of the total gross fair market value of all of the assets of
the Company immediately prior to such acquisition or acquisitions.



          2.7. “Code” means the Internal Revenue Code of 1986, as amended.




          2.8. “Common Stock” means the common shares of the Company, no par value per share.




          2.9. “Company” means Bravo Brio Restaurant Group, Inc., an Ohio corporation, or any successor
corporation.




          2.10. “Committee” means the Compensation Committee of the Board, provided that the Committee
shall at all times have at least two members, each of whom shall (i) be a “non-employee director”
as defined in Rule 16b-3 under the Exchange Act, (ii) be an “outside director” as defined in
Section 162(m) of the Code and the regulations issued thereunder and (iii) satisfy such other
independence requirements for members of a compensation committee as may






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be applicable under the rules of the securities exchange or association on which the Common
Stock is then traded or listed.




          2.11. “Consultant” means an individual who provides bona fide services to the Company or a
Subsidiary other than in connection with the offer or sale of securities in a capital-raising
transaction and is not engaged in activities that directly or indirectly promote or maintain a
market for the Company’s securities.




          2.12. “Disability” means, unless otherwise provided in an Award Agreement, that the
Participant is unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment which can be expected to result in death or which has
lasted or can be expected to last for a continuous period of not less than 12 months.




          2.13. “Effective Date” means the date that the Plan is approved by the shareholders of the
Company.




          2.14. “Employee” means an individual who is an officer or common law employee of the Company
or a Subsidiary, including a director who is such an employee and whose earnings are reported on a
Form W-2.




          2.15. “Exchange Act” means the Securities Exchange Act of 1934, as amended.




          2.16. “Fair Market Value” means, on any given date (i) if the shares of Common Stock are then
listed on a national securities exchange, including the Nasdaq Global Market (“NASDAQ”), the
closing sales price per share of Common Stock on the exchange for such date, or if no sale was made
on such date on the exchange, on the last preceding day on which a sale occurred; (ii) if shares of
Common Stock are not then listed on a national securities exchange but are then quoted on another
stock quotation system, the closing price for the shares of Common Stock as quoted on such
quotation system on such date, or if no sale was made on such date on such quotation system, on the
last preceding day on which a sale was made; or (iii) if (i) and (ii) do not apply, such value as
the Committee in its discretion may in good faith determine in accordance with Section 409A of the
Code and the regulations thereunder (and, with respect to Incentive Stock Options, in accordance
with Section 422 of the Code and the regulations thereunder).




          2.17. “Incentive Stock Option” means an Option or portion thereof intended to meet the
requirements of an incentive stock option as defined in Section 422 of the Code and designated as
an Incentive Stock Option.




          2.18. “Non-Employee Director” means a member of the Board who is not an Employee.




          2.19. “Non-Qualified Option” means an Option or portion thereof that does not qualify as or is
not intended to be an Incentive Stock Option.




          2.20. “Option” means a right granted under Section 6.1 of the Plan to purchase a specified
number of shares of Common Stock at a specified price. An Option may be an Incentive Stock Option
or a Non-Qualified Option.







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          2.21. “Participant” means any Employee, Non-Employee Director or Consultant who receives an
Award.




          2.22. “Performance Goals” means any goals established by the Committee in its sole discretion,
the attainment of which is substantially uncertain at the time such goals are established.
Performance Goals may be described in terms of Company-wide objectives or objectives that are
related to the performance of the individual Participant or a Subsidiary, division, department or
function within the Company or Subsidiary in which the Participant is employed. Performance Goals
may be measured on an absolute or relative basis. Relative performance may be measured by a group
of peer companies or by a financial market index. Performance Goals may be based upon: specified
levels of or increases in the Company’s, a division’s or a Subsidiary’s return on capital, equity
or assets; earnings measures/ratios (on a gross, net, pre-tax or post-tax basis), including diluted
earnings per share, total earnings, operating earnings, earnings growth, earnings before interest
and taxes (EBIT) and earnings before interest, taxes, depreciation and amortization (EBITDA); net
economic profit (which is operating earnings minus a charge to capital); net income; operating
income; sales; sales growth; gross margin; direct margin; share price (including but not limited to
growth measures and total shareholder return), operating profit; per period or cumulative cash flow
(including but not limited to operating cash flow and free cash flow) or cash flow return on
investment (which equals net cash flow divided by total capital); inventory turns; financial return
ratios; market share; balance sheet measurements such as receivable turnover; improvement in or
attainment of expense levels; improvement in or attainment of working capital levels; debt
reduction; strategic innovation, including but not limited to entering into, substantially
completing, or receiving payments under, relating to, or deriving from a joint development
agreement, licensing agreement, or similar agreement; customer or employee satisfaction; individual
objectives; any financial or other measurement deemed appropriate by the Committee as it relates to
the results of operations or other measurable progress of the Company and its Subsidiaries (or any
business unit of the Company or any of its Subsidiaries); and any combination of any of the
foregoing criteria. If the Committee determines that a change in the business, operations,
corporate structure or capital structure of the Company, or the manner in which it conducts its
business, or other events or circumstances render the Performance Goals unsuitable, the Committee
may modify such Performance Goals or the related minimum acceptable level of achievement, in whole
or in part, as the Committee deems appropriate and equitable.




          2.23. “Performance Period” means the period selected by the Committee during which the
performance of the Company, any Subsidiary, any department of the Company or any Subsidiary, or any
individual is measured for the purpose of determining the extent to which a Performance Goal has
been achieved.




          2.24. “Person” means an individual, corporation, partnership, association, limited liability
company, estate or other entity.




          2.25. “Restricted Stock” means Common Stock awarded by the Committee under Section 6.3 of the
Plan.




          2.26. “Restricted Stock Unit” means the right granted under Section 6.4 of the Plan to
receive, on the date of settlement, an amount equal to the Fair Market Value of one share






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of Common Stock. Restricted Stock Units may be settled in cash, shares of Common Stock or any
combination of cash and shares of Common Stock; provided, however, that unless otherwise provided
in an Award Agreement, Restricted Stock Units shall be settled in shares of Common Stock.




          2.27. “Restriction Period” means the period during which Restricted Stock and Restricted Stock
Units are subject to forfeiture.




          2.28. “SAR” means a stock appreciation right awarded by the Committee under Section 6.2 of the
Plan. SARs may be settled in cash, shares of Common Stock or any combination of cash and shares of
Common Stock; provided, however, that unless otherwise provided in an Award Agreement, SARs shall
be settled in shares of Common Stock




          2.29. “Securities Act” means the Securities Act of 1933, as amended.




          2.30. “Subsidiary” means any corporation, partnership, joint venture or other business entity
of which 50% or more of the outstanding voting power is beneficially owned, directly or indirectly,
by the Company.




          2.31. “Ten Percent Shareholder” means an individual who on any given date owns, either
directly or indirectly (taking into account the attribution rules contained in Section 424(d) of
the Code), stock possessing more than 10% of the total combined voting power of all classes of
stock of the Company or a Subsidiary.




     Section 3. Eligibility. Any Employee, Non-Employee Director or Consultant who is
selected by the Committee shall be eligible to receive an Award under the Plan; provided, however,
that only individuals who are Employees may be granted Options which are intended to qualify as
Incentive Stock Options.



     Section 4. Administration and Implementation of the Plan.



          4.1. The Plan shall be administered by the Committee; provided, however, that with respect to
Non-Employee Directors (i) the Plan shall be administered by the full Board and (ii) all references
in the Plan to the Committee shall be deemed to refer to the Board. Any action of the Committee in
administering the Plan shall be final, conclusive and binding on all Persons, including the
Company, its Subsidiaries, Participants, Persons claiming rights from or through Participants and
shareholders of the Company.




          4.2. Notwithstanding Section 4.1, the Committee may delegate to one or more officers or Board
members the authority to grant Awards to eligible individuals who are not subject to the
requirements of Rule 16b-3 of the Exchange Act or “covered employees” within the meaning of Section
162(m) of the Code and the regulations thereunder.




          4.3. Subject to the provisions of the Plan, the Committee shall have full and final authority
in its discretion to (i) select the Employees, Non-Employee Directors and Consultants who will
receive Awards pursuant to the Plan; (ii) determine the type or types of Awards to be granted to
each Participant; (iii) determine the number of shares of Common Stock to which an Award will
relate, the terms and conditions of any Award granted under the Plan






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(including, but not limited to, restrictions as to vesting, transferability or forfeiture,
exercisability or settlement of an Award and waivers or accelerations thereof, and waivers of or
modifications to Performance Goals relating to an Award, based in each case on such considerations
as the Committee shall determine) and all other matters to be determined in connection with an
Award; (iv) determine the exercise price, base price or purchase price (if any) of an Award; (v)
determine whether, to what extent, and under what circumstances an Award may be cancelled,
forfeited, or surrendered; (vi) determine whether, and to certify that, Performance Goals to which
an Award is subject are satisfied; (vii) correct any defect or supply any omission or reconcile any
inconsistency in the Plan, and adopt, amend and rescind such rules, regulations, guidelines, forms
of agreements and instruments relating to the Plan as it may deem necessary or advisable; (viii)
construe and interpret the Plan; and (ix) make all other determinations as it may deem necessary or
advisable for the administration of the Plan; provided, however, that the Committee shall be
prohibited from effecting a repricing of any outstanding Award without shareholder approval.




     Section 5. Shares of Common Stock Subject to the Plan.



          5.1. Subject to adjustment as provided in Section 8 hereof, the total number of shares of
Common Stock available for Awards under the Plan shall be 1,900,000 (the “Plan Limit”), 475,000 of
which may be issued pursuant to the exercise of Incentive Stock Options. Notwithstanding the
foregoing, Awards covering no more than 633,333 shares of Common Stock may be awarded to any
Participant in any one calendar year. For purposes of determining the number of shares available
for Awards under the Plan, each stock-settled SAR shall count against the Plan Limit based on the
number of shares underlying the exercised portion of such SAR rather than the number of shares
issued in settlement of such SAR. Any shares tendered by a Participant in payment of an exercise
price for an Award or the tax liability with respect to an Award, including shares withheld from
any such Award, shall not be available for future Awards hereunder. Common Stock awarded under the
Plan may be reserved or made available from the Company’s authorized and unissued Common Stock or
from Common Stock reacquired (through open market transactions or otherwise) and held in the
Company’s treasury. Any shares of Common Stock issued by the Company through the assumption or
substitution of outstanding grants from an acquired company shall not reduce the shares of Common
Stock available for Awards under the Plan.




          5.2. If any shares subject to an Award under the Plan are forfeited or such Award otherwise
terminates or is settled for any reason whatsoever without an actual distribution of shares to the
Participant, any shares counted against the number of shares available for issuance pursuant to the
Plan with respect to such Award shall, to the extent of any such forfeiture, settlement, or
termination, again be available for Awards under the Plan; provided, however, that the Committee
may adopt procedures for the counting of shares relating to any Award to ensure appropriate
counting, avoid double counting, provide for adjustments in any case in which the number of shares
actually distributed differs from the number of shares previously counted in connection with such
Award, and if necessary, to comply with applicable law or regulations.




     Section 6. Awards. Awards may be granted on the terms and conditions set forth in
this Section 6. In addition, the Committee may impose on any Award or the settlement or



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exercise thereof, at the date of grant or thereafter, such additional terms and conditions,
not inconsistent with the provisions of the Plan, as the Committee shall determine, including
without limitation terms requiring forfeiture of Awards in the event of the termination of a
Participant’s employment or other relationship with the Company or any Subsidiary; provided,
however, that the Committee shall retain full power to accelerate or waive any such additional term
or condition as it may have previously imposed (provided that, in any case, any such action is
permitted under Code Section 409A and, with respect to an Award intended to satisfy the “qualified
performance-based compensation” exception under Code Section 162(m), does not cause such Award to
fail to satisfy such exception). The right of a Participant to exercise or receive a grant or
settlement of any Award, and the timing thereof, may be subject to such Performance Goals as may be
determined by the Committee. Each Award, and the terms and conditions applicable thereto, shall be
evidenced by an Award Agreement.




          6.1. Options. Options give a Participant the right to purchase a specified number of
shares of Common Stock from the Company for a specified time period at a fixed exercise price, as
provided in the applicable Award Agreement. Options may be either Incentive Stock Options or
Non-Qualified Stock Options; provided that Incentive Stock Options may only be granted to
Employees. The grant of Options shall be subject to the following terms and conditions:




               (a) Exercise Price. The price per share at which Common Stock may be purchased upon exercise
of an Option shall be determined by the Committee and specified in the Award Agreement, but shall
be not less than the Fair Market Value of a share of Common Stock on the date of grant (or 110% of
the Fair Market Value of a share of Common Stock on the date of grant in the case of an Incentive
Stock Option granted to a Ten Percent Shareholder).



               (b) Term of Options. The term of an Option shall be specified in the Award Agreement, but
shall in no event be greater than ten years (or five years in the case of an Incentive Stock Option
granted to a Ten Percent Shareholder).



               (c) Exercise of Option. Each Award Agreement with respect to an Option shall specify the time
or times at which an Option may be exercised in whole or in part and the terms and conditions
applicable thereto, including (i) a vesting schedule which may be based upon the passage of time,
attainment of Performance Goals or a combination thereof, (ii) whether the exercise price for an
Option shall be paid in cash, with shares of Common Stock or with any combination of cash and
shares of Common Stock, (iii) the methods of payment, which may include payment through cashless
and net exercise arrangements, to the extent permitted by applicable law and (iv) the methods by
which, or the time or times at which, Common Stock will be delivered or deemed to be delivered to
Participants upon the exercise of such Option. Payment of the exercise price shall in all events
be made within three days after the date of exercise of an Option. Participants who are subject to
the reporting requirements of Section 16 of the Exchange Act may elect to pay all or a portion of
the exercise price of an Option by directing the Company to withhold shares of Common Stock that
would otherwise be received upon exercise of such Option.



               (d) Termination of Employment or Other Service. Unless otherwise provided in an Award
Agreement or as may be determined by the Committee, upon a



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Participant’s termination of employment or other service with the Company and its
Subsidiaries, the unvested portion of such Participant’s Options shall cease to vest and shall be
forfeited with no further compensation due the Participant and the vested portion of such
Participant’s Options shall remain exercisable by the Participant or the Participant’s beneficiary
or legal representative, as the case may be, for a period of (i) 30 days in the event of a
termination by the Company or a Subsidiary without Cause, (ii) 180 days in the event of a
termination due to death or Disability and (iii) 30 days in the event of the Participant’s
voluntary termination; provided, however, that in no event shall any Option be exercisable after
its stated term has expired. All of a Participant’s Options, whether or not vested, shall be
forfeited immediately upon such Participant’s termination by the Company or a Subsidiary for Cause
with no further compensation due the Participant.




               (e) Incentive Stock Options. Each Participant awarded an Incentive Stock Option under the
Plan shall notify the Company in writing immediately after the date he or she makes a
“disqualifying disposition” (as defined in Section 421(b) of the Code) of any shares of Common
Stock acquired pursuant to the exercise of such Incentive Stock Option. The Company may, if
determined by the Committee and in accordance with procedures established by it, retain possession
of any shares acquired pursuant to the exercise of an Incentive Stock Option as agent for the
applicable Participant until the end of any period during which a disqualifying disposition could
occur, subject to complying with any instructions from such Participant as to the sale of such
shares. The aggregate Fair Market Value, determined as of the date of grant, for Awards granted
under the Plan (or any other stock option plan required to be taken into account under Section
422(d) of the Code) that are intended to be Incentive Stock Options which are first exercisable by
the Participant during any calendar year shall not exceed $100,000. To the extent an Award
purporting to be an Incentive Stock Option exceeds the limitation in the previous sentence, the
portion of the Award in excess of such limit shall be a Non-Qualified Option.



          6.2. Stock Appreciation Rights. An SAR shall confer on the Participant a right
to receive, upon exercise thereof, the excess of (i) the Fair Market Value of one share of Common
Stock on the date of exercise over (ii) the grant price of the SAR as determined by the Committee,
but which may never be less than the Fair Market Value of one share of Common Stock on the date of
grant. The grant of SARs shall be subject to the following terms and conditions:




               (a) General. Each Award Agreement with respect to an SAR shall specify the number of SARs
granted, the grant price of the SAR, the time or times at which an SAR may be exercised in whole or
in part (including vesting upon the passage of time, the attainment of Performance Goals, or a
combination thereof), the method of exercise, method of settlement (in cash, Common Stock or a
combination thereof), method by which Common Stock will be delivered or deemed to be delivered to
Participants (if applicable) and any other terms and conditions of any SAR.



               (b) Termination of Employment or Other Service. Unless otherwise provided in an Award
Agreement or as may be determined by the Committee, upon a Participant’s termination of employment
or other service with the Company and its Subsidiaries, the unvested portion of such Participant’s
SARs shall cease to vest and shall be forfeited with no



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further compensation due the Participant and the vested portion of such Participant’s SARs
shall remain exercisable by the Participant or the Participant’s beneficiary or legal
representative, as the case may be, for a period of (i) 30 days in the event of a termination by
the Company or a Subsidiary without Cause, (ii) 180 days in the event of a termination due to death
or Disability and (iii) 30 days in the event of the Participant’s voluntary termination; provided,
however, that in no event shall any SAR be exercisable after its stated term has expired. All of a
Participant’s SARs, whether or not vested, shall be forfeited immediately upon such Participant’s
termination by the Company or a Subsidiary for Cause with no further compensation due the
Participant.




               (c) Term. The term of an SAR shall be specified in the Award Agreement, but shall in no event
be greater than ten years.



          6.3. Restricted Stock. An Award of Restricted Stock is a grant by the Company of a
specified number of shares of Common Stock to the Participant, which shares are subject to
forfeiture upon the happening of specified events during the Restriction Period. An Award of
Restricted Stock shall be subject to the following terms and conditions:




               (a) General. Each Award Agreement with respect to Restricted Stock shall specify the duration
of the Restriction Period, if any, and/or each installment thereof, the conditions under which the
Restricted Stock may be forfeited to the Company, and the amount, if any, the Participant must pay
to receive the Restricted Stock. Such restrictions may include a vesting schedule based upon the
passage of time, the attainment of Performance Goals or a combination thereof.



               (b) Transferability. During the Restriction Period, if any, the transferability of Restricted
Stock shall be prohibited or restricted in the manner and to the extent prescribed in the
applicable Award Agreement. Such restrictions may include, without limitation, rights of repurchase
or first refusal in the Company or provisions subjecting the Restricted Stock to a continuing
substantial risk of forfeiture in the hands of any transferee.



               (c) Shareholder Rights. Unless otherwise provided in the applicable Award Agreement, during
the Restriction Period the Participant shall have all the rights of a shareholder with respect to
Restricted Stock, including, without limitation, the right to receive dividends thereon (whether in
cash or shares of Common Stock) and to vote such shares of Restricted Stock. Dividends shall be
subject to the same restrictions as the underlying Restricted Stock unless otherwise provided by
the Committee (and the Committee may, in its sole discretion, withhold any cash dividends paid on
Restricted Stock until the restrictions applicable to such Restricted Stock have lapsed).



               (d) Termination of Employment or Other Service. Unless otherwise provided in an Award
Agreement or as may be determined by the Committee, upon a Participant’s termination of employment
or other service with the Company and its Subsidiaries for any reason, the unvested portion of each
Award of Restricted Stock held by such Participant shall be forfeited with no further compensation
due the Participant.



          6.4. Restricted Stock Units. Restricted Stock Units are solely a device for the
measurement and determination of the amounts to be paid to a Participant under the Plan.






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Restricted Stock Units do not constitute Common Stock and shall not be treated as (or as
giving rise to) property or as a trust fund of any kind. The right of any Participant in respect
of an Award of Restricted Stock Units shall be no greater than the right of any unsecured general
creditor of the Company. The grant of Restricted Stock Units shall be subject to the
following terms and conditions:




               (a) Restriction Period. Each Award Agreement with respect to Restricted Stock Units shall
specify the duration of the Restriction Period, if any, and/or each installment thereof and the
conditions under which such Award may be forfeited to the Company. Such restrictions may include a
vesting schedule based upon the passage of time, the attainment of Performance Goals or a
combination thereof.



               (b) Termination of Employment or Other Service. Unless otherwise provided in an Award
Agreement or as may be determined by the Committee, upon a Participant’s termination of employment
or other service with the Company and its Subsidiaries for any reason, the unvested portion of each
Award of Restricted Stock Units credited to such Participant shall be forfeited with no
compensation due the Participant.



               (c) Settlement. Unless otherwise provided in an Award Agreement, subject to the Participant’s
continued employment or other service with the Company or a Subsidiary from the date of grant
through the expiration of the Restriction Period (or applicable portion thereof), the vested
portion of an Award of Restricted Stock Units shall be settled within 30 days after the expiration
of the Restriction Period (or applicable portion thereof).



               (d) Shareholder Rights. Nothing contained in the Plan shall be construed to give any
Participant rights as a shareholder with respect to an Award of Restricted Stock Units (including,
without limitation, any voting, dividend or derivative or other similar rights). Notwithstanding
the foregoing, the Committee may provide in an Award Agreement that amounts equal to any dividends
declared during the Restriction Period on the shares of Common Stock represented by an Award of
Restricted Stock Units will be credited to the Participant’s account and deemed to be reinvested in
additional Restricted Stock Units, such additional Restricted Stock Units to be subject to the same
forfeiture restrictions as the Restricted Stock Units to which they relate.



          6.5. Other Stock-Based Awards. The Committee is authorized, subject to limitations
under applicable law, to grant to Participants any type of Award (in addition to those Awards
provided in Sections 6.1, 6.2, 6.3 or 6.4 hereof) that is payable in, or valued in whole or in part
by reference to, shares of Common Stock, and that is deemed by the Committee to be consistent with
the purposes of the Plan.




     Section 7. Change in Control. Notwithstanding any provision in the Plan to the
contrary, upon the occurrence of a Change in Control, the Board, in its sole discretion, may take
one or more of the following actions with respect to any Awards that are outstanding immediately
prior to such Change in Control: (a) accelerate the vesting and, if applicable, exercisability of
all outstanding Awards such that all outstanding Awards are fully vested and, if applicable,
exercisable (effective immediately prior to such Change in Control); (b) cancel outstanding Options
or SARs in exchange for a cash payment in an amount equal to the excess, if



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any, of the Fair Market Value of the Common Stock underlying the unexercised portion of the
Option or SAR as of the date of the Change in Control over the exercise price or grant price, as
the case may be, of such portion, provided that any Option or SAR with an exercise price or grant
price, as the case may be, that equals or exceeds the Fair Market Value of the Common Stock on the
date of such Change in Control shall be cancelled with no payment due the Participant; (c)
terminate Options or SARs, effective immediately prior to the Change in Control, provided that the
Company provides the Participant an opportunity to exercise such Award within a specified period
following the Participant’s receipt of a written notice of such Change in Control and the Company’s
intention to terminate such Awards, effective immediately prior to such Change in Control; (d)
require the successor corporation (or its parent), following a Change in Control, to assume
outstanding Awards and/or to substitute such Awards with awards involving the common stock of such
successor corporation (or its parent) on terms and conditions necessary to preserve the rights of
Participants with respect to such Awards; or (e) take such other actions as the Board deems
appropriate to preserve the rights of Participants with respect to their Awards. The judgment of
the Board with respect to any matter referred to in this Section shall be conclusive and binding
upon each Participant without the need for any amendment to the Plan.




     Section 8. Adjustments upon Changes in Capitalization.



          8.1. In the event that the Committee shall determine that any stock dividend,
recapitalization, forward split or reverse split, reorganization, merger, consolidation, spin-off,
combination, repurchase or share exchange, extraordinary or unusual cash distribution or other
similar corporate transaction or event, affects the Common Stock such that an adjustment is
appropriate in order to prevent dilution or enlargement of the rights of Participants under the
Plan, then the Committee shall proportionately and equitably adjust any or all of (i) the number
and kind of shares of Common Stock which may thereafter be issued in connection with Awards, (ii)
the number and kind of shares of Common Stock issuable in respect of outstanding Awards, (iii) the
aggregate number and kind of shares of Common Stock available under the Plan, (iv) the limits
described in Section 5 of the Plan and (v) the exercise price or grant price relating to any Award
or, if deemed appropriate, make provision for a cash payment with respect to any outstanding Award;
provided, however, in each case, that each adjustment shall be made in a manner that does not
violate Code Section 409A and the regulations thereunder to the extent applicable.




          8.2. In addition, the Committee is authorized to make adjustments in the terms and conditions
of, and the criteria included in, Awards, including any Performance Goals, in recognition of
unusual or nonrecurring events (including, without limitation, events described in Section 8.1)
affecting the Company or any Subsidiary, or in response to changes in applicable laws, regulations,
or accounting principles. Notwithstanding the foregoing, all adjustments shall be made in a manner
that does not violate Code Section 409A and the regulations thereunder to the extent applicable.




     Section 9. Termination and Amendment.



          9.1. Changes to the Plan and Awards. The Board may amend, alter, suspend,
discontinue, or terminate the Plan without the consent of the Company’s shareholders or






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Participants, except that any such amendment, alteration, suspension, discontinuation, or
termination shall be subject to the approval of the Company’s shareholders if (i) such action would
increase the number of shares subject to the Plan, (ii) such action would decrease the price at
which Awards may be granted, or (iii) such shareholder approval is required by any applicable
federal, state or foreign law or regulation or the rules of any stock exchange or automated
quotation system on which the Common Stock may then be listed or quoted, and the Board may
otherwise, in its discretion, determine to submit such other changes to the Plan to the Company’s
shareholders for approval; provided, however, that without the consent of an affected Participant,
no amendment, alteration, suspension, discontinuation, or termination of the Plan may materially
and adversely affect the rights of such Participant under any outstanding Award unless such
modification is necessary to ensure a deduction under Section 162(m) of the Code or to avoid the
additional tax described in Section 409A of the Code.




          9.2. The Committee may waive any conditions or rights under, or amend, alter, suspend,
discontinue, or terminate, any Award theretofore granted and any Award Agreement relating thereto;
provided, however, that without the consent of an affected Participant, no such amendment,
alteration, suspension, discontinuation, or termination of any Award may materially and adversely
affect the rights of such Participant under such Award.




          9.3. Notwithstanding anything in this Section to the contrary, any Performance Goal applicable
to an Award shall not be deemed a fixed contractual term, but shall remain subject to adjustment by
the Committee, in its discretion at any time in view of the Committee’s assessment of the Company’s
strategy, performance of comparable companies, and other circumstances, except to the extent that
any such adjustment to a performance condition would adversely affect the status of an Award
intended to satisfy the “qualified performance-based compensation” exception under Section 162(m)
of the Code and the regulations thereunder.




          9.4. Notwithstanding anything in the Plan or an Award Agreement to the contrary, no Award may
be repriced, replaced or regranted through cancellation without the approval of the shareholders of
the Company, provided that nothing herein shall prevent the Committee from taking any action
provided for in Section 8.




     Section 10. No Right to Award, Employment or Service. No Employee, Consultant or
Non-Employee Director shall have any claim to be granted any Award under the Plan, and there is no
obligation that the terms of Awards be uniform or consistent among Participants. Neither the Plan
nor any action taken hereunder shall be construed as giving any Participant any right to be
retained in the employ or service of the Company or any Subsidiary. For purposes of this Plan, a
transfer of employment or service between the Company and its Subsidiaries shall not be deemed a
termination of employment or service; provided, however, that individuals employed by, or otherwise
providing services to, an entity that ceases to be a Subsidiary shall be deemed to have incurred a
termination of employment or service, as the case may be, as of the date such entity ceases to be a
Subsidiary unless such individual becomes an employee of, or service provider to, the Company or
another Subsidiary as of the date of such cessation.



     Section 11. Taxes. Each Participant must make appropriate arrangement for the payment
of any taxes relating to an Award granted hereunder. The Company or any Subsidiary is authorized
to withhold from any payment relating to an Award under the Plan, including from



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a distribution of Common Stock or any payroll or other payment to a Participant, amounts of
withholding and other taxes due in connection with any transaction involving an Award, and to take
such other action as the Committee may deem advisable to enable the Company and Participants to
satisfy obligations for the payment of withholding taxes and other tax obligations relating to any
Award. This authority shall include the ability to withhold or receive Common Stock or other
property and to make cash payments in respect thereof in satisfaction of a Participant’s tax
obligations. Participants who are subject to the reporting requirements of Section 16 of the
Exchange Act may elect to direct the Company to withhold shares of Common Stock that would
otherwise be received upon the vesting, settlement or exercise of an Award to satisfy the
withholding taxes applicable to such Award. Withholding of taxes in the form of shares of Common
Stock with respect to an Award shall not occur at a rate that exceeds the minimum required
statutory federal and state withholding rates.




     Section 12. Limits on Transferability; Beneficiaries. No Award or other right or
interest of a Participant under the Plan shall be pledged, encumbered, or hypothecated to, or in
favor of, or subject to any lien, obligation, or liability of such Participant to, any party, other
than the Company or any Subsidiary, or assigned or transferred by such Participant otherwise than
by will or the laws of descent and distribution, and such Awards and rights shall be exercisable
during the lifetime of the Participant only by the Participant or his or her guardian or legal
representative. Notwithstanding the foregoing, the Committee may, in its discretion, provide that
Awards (other than Incentive Stock Options) or other rights or interests of a Participant granted
pursuant to the Plan be transferable, without consideration, to immediate family members (i.e.,
children, grandchildren or spouse), to trusts for the benefit of such immediate family members and
to partnerships in which such family members are the only partners. The Committee may attach to
such transferability feature such terms and conditions as it deems advisable. In addition, a
Participant may, in the manner established by the Committee, designate a beneficiary (which may be
a natural person or a trust) to exercise the rights of the Participant, and to receive any
distribution, with respect to any Award upon the death of the Participant. A beneficiary,
guardian, legal representative or other Person claiming any rights under the Plan from or through
any Participant shall be subject to all terms and conditions of the Plan and any Award Agreement
applicable to such Participant, except as otherwise determined by the Committee, and to any
additional restrictions deemed necessary or appropriate by the Committee.



     Section 13. Securities Law Requirements.



          13.1. No shares of Common Stock may be issued hereunder if the Company shall at any time
determine that to do so would (i) violate the listing requirements of an applicable securities
exchange, or adversely affect the registration or qualification of the Company’s Common Stock under
any state or federal law, or (ii) require the consent or approval of any regulatory body or the
satisfaction of withholding tax or other withholding liabilities. In any of the events referred to
in clause (i) or clause (ii) above, the issuance of such shares shall be suspended and shall not be
effective unless and until such withholding, listing, registration, qualifications or approval
shall have been effected or obtained free of any conditions not acceptable to the Company in its
sole discretion, notwithstanding any termination of any Award or any portion of any Award during
the period when issuance has been suspended.







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          13.2. The Committee may require, as a condition to the issuance of shares hereunder,
representations, warranties and agreements to the effect that such shares are being purchased or
acquired by the Participant for investment only and without any present intention to sell or
otherwise distribute such shares and that the Participant will not dispose of such shares in
transactions which, in the opinion of counsel to the Company, would violate the registration
provisions of the Securities Act, and the rules and regulations thereunder.




     Section 14. Code Section 409A. The Plan and all Awards are intended to comply with,
or be exempt from, Code Section 409A and all regulations, guidance, compliance programs and other
interpretative authority thereunder, and shall be interpreted in a manner consistent therewith.
Notwithstanding anything contained herein to the contrary, in the event any Award is subject to
Code Section 409A, the Committee may, in its sole discretion and without a Participant’s prior
consent, amend the Plan and/or Awards, adopt policies and procedures, or take any other actions as
deemed appropriate by the Committee to (i) exempt the Plan and/or any Award from the application of
Code Section 409A, (ii) preserve the intended tax treatment of any such Award or (iii) comply with
the requirements of Code Section 409A. In the event that a Participant is a “specified employee”
within the meaning of Code Section 409A, and a payment or benefit provided for under the Plan would
be subject to additional tax under Code Section 409A if such payment or benefit is paid within six
(6) months after such Participant’s separation from service (within the meaning of Code Section
409A), then such payment or benefit shall not be paid (or commence) during the six (6) month period
immediately following such Participant’s separation from service except as provided in the
immediately following sentence. In such an event, any payments or benefits that would otherwise
have been made or provided during such six (6) month period and which would have incurred such
additional tax under Code Section 409A shall instead be paid to the Participant in a lump-sum cash
payment, without interest, on the earlier of (i) the first business day of the seventh month
following such Participant’s separation from service or (ii) the tenth business day following such
Participant’s death.



     Section 15. Termination. Unless earlier terminated, the Plan shall terminate on the
10th anniversary of its approval by the Board, and no Awards under the Plan shall
thereafter be granted.



     Section 16. Fractional Shares. The Company will not be required to issue any
fractional shares of Common Stock pursuant to the Plan. The Committee may provide for the
elimination of fractions and settlement of such fractional shares of Common Stock in cash.



     Section 17. Discretion. In exercising, or declining to exercise, any grant of authority or
discretion hereunder, the Committee may consider or ignore such factors or circumstances and may
accord such weight to such factors and circumstances as the Committee alone and in its sole
judgment deems appropriate and without regard to the effect such exercise, or declining to exercise
such grant of authority or discretion, would have upon the affected Participant, any other
Participant, any Employee, Consultant or Non-Employee Director, the Company, any Subsidiary, any
Affiliate of the Company, any shareholder or any other Person.



     Section 18. Governing Law. The validity and construction of the Plan and any Award
Agreements entered into thereunder shall be construed and enforced in accordance with the laws of
the State of New York, but without giving effect to the conflict of laws principles thereof.



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     Section 19. Effective Date. The Plan shall become effective upon the Effective Date,
and no Award shall become exercisable, realizable or vested prior to the Effective Date.



* * * * *



IN WITNESS WHEREOF, the Company has caused the Plan to be executed as of the date set forth below.




	 	 	 	 	 
	 	BRAVO BRIO RESTAURANT GROUP, INC.

 	 
	 	By:  	/s/ James J. O’Connor
 	 
	 	 	Name:  	James J. O’Connor 	 
	 	 	Title:  	Chief Financial Officer

 	 
	 	Date: 	October 20, 2010 	 	  




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