Exhibit 10.2 Form of Incentive Stock Award Agreement


    LUBY’S,
      INC.

    


    INCENTIVE
      STOCK OPTION

    


    GRANTED
      UNDER LUBY’S INCENTIVE STOCK PLAN

    
       

      Name
        of Employee: _________________________________

    

    
Date
      of Grant: _____________________________________ 

    


    Number
      of Option Shares: ____________________________

     

    Option
      Price per Share: ______________________________

     

    THIS
      OPTION is granted on the above date (the "Date of Grant") by Luby's, Inc. (the
      "Company") to the person named above (the "Employee"), upon the following terms
      and conditions:

    


    1. Grant
      of Option.
      The
      Company grants to the Employee an option to purchase, on the terms and
      conditions stated herein, the number of shares specified above (the "Option
      Shares") of the Company's Common Stock, par value $0.32 per share (“Common
      Stock”) at the Option Price specified above.

    


    2. Type
      of Option.
      This
      Option is granted under the Luby’s Incentive Stock Plan (the "Plan") and shall
      be subject to all applicable provisions of the Plan, as it may be amended from
      time to time. This Option is an "incentive stock option" as defined in Section
      422 of the Internal Revenue Code and is intended to conform to the requirements
      of Section 422 of the Internal Revenue Code and to the provisions of the Plan.
      The terms "parent corporation" and "subsidiary corporation" have the meanings
      given to them by Section 424 of the Internal Revenue Code. All section
      references to the Internal Revenue Code are intended to include any future
      amendments or substitutions therefor in the Code.

    


    3. Continuous
      Employment.
      This
      Option may be exercised by the Employee only if, at all times from the Date
      of
      Grant to the date of such exercise, the Employee was an employee of the Company
      or a parent or subsidiary of the Company or another corporation referred to
      in
      Section 422 of the Internal Revenue Code, unless such continuous employment
      is
      terminated by such employer, or by retirement, or by disability, or is otherwise
      terminated with the written consent of the employer. If such continuous
      employment is so terminated, this Option may be exercised, to the extent the
      Option was exercisable on the date of termination of employment, within one
      year
      after such termination of employment, but in no event later than the termination
      date of this Option. Termination of employment shall mean the last date that
      Grantee is either an employee of the Company or an Affiliate or engaged as
      a
      consultant or director of the Company or an Affiliate. Retirement means
      retirement on or after the Employee's 65th birthday. Disability means a
      disability which qualifies the Employee for benefits under a long-term
      disability program maintained by the Company or a subsidiary of the
      Company.

    


    4. Death
      of Employee.
      If the
      Employee dies at a time when any portion of this Option is exercisable by him,
      this Option may be exercised as to such portion within one year after the date
      of death, by the person or persons to whom his rights under this Option shall
      have passed by will or by the laws of descent and distribution, but in no event
      later than the termination date of this Option.


    


    5. Period
      of Option and Right to Exercise.
      The term
      of this Option is six years from the Date of Grant. The termination date of
      this
      Option is the day preceding the sixth anniversary of the Date of Grant. This
      Option may not, in any event, be exercised prior to the first anniversary of
      the
      Date of Grant or subsequent to the expiration date of this Option. Subject
      to
      the provisions of paragraphs 3 and 4 above, this Option shall become exercisable
      as to one-fourth of the total number of Option Shares on each succeeding
      anniversary of the Date of Grant. Once the right to purchase shares has accrued,
      such shares may thereafter be purchased at any time, or in part from time to
      time, until the expiration date of this Option, subject to the provisions of
      paragraphs 3 and 4 above and paragraph 6 below. In no case may this Option
      be
      exercised for a fraction of a share.

    


    6. Payment
      for Shares.
      Payment
      for shares purchased upon exercise of this Option shall be made in full at
      the
      time of exercise of the Option. No loan shall be made or guaranteed by the
      Company for the purpose of financing the purchase of any optioned shares.
      Payment of the Option Price shall be made in cash or may be made by delivering
      Common Stock of the Company having a fair market value at least equal to the
      Option Price, or a combination of Common Stock and cash. Such fair market value
      shall be determined by the closing price of the Common Stock on the New York
      Stock Exchange on the date on which this Option is exercised or, if no sale
      of
      the Common Stock shall have been made on the Exchange on that day, then on
      the
      next following day for which there is a reported sale.

    
      
      

    

    
      
      

      
        

      

    

    
      
      

    

    


    7. Method
      of Exercise.
      This
      Option may be exercised only by written notice given to the Company, in form
      satisfactory to the Company, specifying the number of Option Shares which the
      holder of the Option elects to purchase, the number of Option Shares which
      the
      holder is paying for in cash and the number of Option Shares which the holder
      is
      paying for in shares of Common Stock. Such written notice and any subsequent
      exercise is subject to Company approval, as well as all policies and procedures
      in place at Company, including but not limited to Stock Trading Policies and
      Blackout Restrictions. Such written notice shall be accompanied by a check
      payable to the order of the Company for the cash portion of the purchase price
      and, if applicable, by the delivery of certificates representing shares of
      Common Stock duly endorsed and otherwise in proper form for transfer to the
      Company of such number of shares of Common Stock as are required to equal the
      fair market value of the Option Shares being paid for in stock. Upon each
      exercise of this Option, the Company, as promptly as practicable, will mail
      or
      deliver to the person exercising this Option a certificate or certificates
      representing the shares then purchased. The Company, in its discretion, may
      postpone the issuance and delivery of shares upon any exercise of this Option
      until completion of such stock exchange listing, or registration or other
      qualification, of such shares under any Federal or state law, rule or regulation
      as the Company may consider appropriate. The Company may require any person
      exercising this Option to make such representations and furnish such information
      as the Company may consider appropriate in connection with the issuance of
      the
      shares in compliance with applicable law.

    


    8. Limitations
      on Transfer and Exercise.
      This
      Option is not transferable by the Employee other than by will or by the laws
      of
      descent and distribution, and this Option is exercisable during the lifetime
      of
      the Employee, only by him.

    


    9. Adjustments.
      In the
      event of any change in the outstanding Common Stock by reason of a stock split,
      stock dividend, combination or reclassification of shares, recapitalization,
      merger, or similar event, the committee which administers the plan (the
“Committee”) may adjust proportionally the number of Option Shares and the
      Option Price. In the event of any other change affecting the Common Stock or
      any
      distribution (other than normal cash dividends) to holders of Common Stock,
      such
      adjustments as may be deemed equitable by the Committee, including adjustments
      to avoid fractional shares, may be made to give proper effect to such event.
      In
      the event of a corporate merger, consolidation, acquisition of property or
      stock, separation, reorganization or liquidation, the Committee shall be
      authorized to issue and substitute a new stock option for this
      Option.

    


    10. Consideration
      for Grant.
      Although
      this Option may be exercised only if employment is continuous as provided in
      Section 3 hereof, it is understood that such employment shall, subject to the
      terms of any employment contract, be at the pleasure of the employer and at
      such
      compensation as the employer shall reasonably determine from time to time.
      Nothing in the Plan or in this Option shall confer on the Employee any right
      to
      continue in the employment of the Company or any of its affiliates or to
      interfere in any way with the right of the Company or its affiliates to
      terminate his or her employment at any time.

    


    11. Amendment,
      Modification, Suspension, or Discontinuance of the Plan.
      The
      Board of Directors of the Company (the “Board”) may amend, modify, suspend, or
      terminate the plan for the purpose of meeting or addressing any changes in
      legal
      requirements or for any other purpose permitted by law. Subject to changes
      in
      the law or other legal requirements that would permit otherwise, the Plan may
      not be amended without the consent of the holders of a majority of the shares
      of
      Common Stock then outstanding (i) to increase the aggregate number of shares
      of
      Common Stock that may be issued under the Plan (except for adjustments pursuant
      to the Plan), (ii) to decreased the Option Price, (iii) to materially modify
      the
      requirements as to eligibility for participation in the Plan, (iv) to withdraw
      administration of the Plan from the Committee, or (v) to extend the period
      during which awards may be granted under the Plan.

    


    12. Change
      of Control.
      Should a
“change in control” of the Company occur of a nature that would be required to
      be reported in response to Item 1 of Form 8-K promulgated under the Securities
      Exchange Act of 1934 as that requirement exists on the Date of Grant, then,
      upon
      the occurrence of, and on the date of said change in control, notwithstanding
      anything elsewhere herein contained, this Option shall become exercisable in
      full.

    


    13. Change
      in Control Agreement.
      If, on
      the date of termination of Employee’s employment with the Company or an
      affiliate of the Company, Employee is entitled to rights or benefits under
      a
      written Change of Control Agreement with the Company containing provisions
      relating to stock options which are more favorable to Employee than those
      contained in this Option, the provisions of such Change of Control Agreement
      shall prevail.

    


    14. Administration
      and Interpretation.
      The Plan
      shall be administered by the Committee, which shall have full and exclusive
      power to interpret the Plan, to grant waivers of restrictions, and to adopt
      such
      rules, regulations, and guidelines for carrying out the Plan as it may deem
      necessary or proper. All questions of interpretation and administration with
      respect to the Plan and this Option shall be determined by the Committee, and
      its determination shall be final and conclusive.

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

    


    15. Notices.
      Any
      notice hereunder by the holder of this Option shall be given to the Company
      in
      writing and such notice and any payment hereunder shall be deemed duly given
      or
      made only upon receipt thereof at the Company's principal office in San Antonio,
      Texas, or at such other place as the Company may designate by written notice
      to
      the holder of this Option. Any notice or other communication hereunder to the
      holder of this Option shall be in writing and shall be deemed duly given if
      mailed or delivered to the holder at such address as he may have on file with
      the Company.

    


    16. Shareholder
      Rights.
      The
      holder of this Option shall have no rights as a shareholder with respect to
      any
      Option Shares until the holder of this Option or his nominee becomes a
      shareholder of record with respect to such shares.


    


    17. Withholding.
      The
      holder of this Option may be required to pay any taxes which must be withheld
      prior to receipt of any Option Shares hereunder

    


    IN
      WITNESS WHEREOF, the Company has caused this Option to be executed in duplicate
      and its corporate seal to be hereunto affixed by its proper corporate officers
      thereunto duly authorized.

    


    


    ATTEST: .

    


    


    _______________________

    Secretary

     

     

    LUBY'S,
      INC.

     

     

     

    _______________________

    
      Christopher
        J. Pappas, President and
        Chief
        Executive Officer

    

     

    
 

    ACCEPTED:

    


    


    _______________________


    Employee