Exhibit 10.1 Form of Restricted Stock Award Agreement


    LUBY’S,
      INC.

    


    INCENTIVE
      STOCK PLAN

    


    RESTRICTED
      STOCK AWARD AGREEMENT

    


    THIS
      RESTRICTED STOCK AWARD AGREEMENT, dated as of ____________(the “Award
      Agreement”), is entered into by and between by LUBY’S,
      INC. (the
      "Company") and __________(the "Grantee"), upon the following terms and
      conditions:

    


    1. Grant.
      Company
      hereby grants ________shares
      of Restricted Stock (the
      “Restricted Stock”) as of ____________(the “Award Date”) subject to the
      restrictions set forth in this Award Agreement and subject
      to all applicable provisions of the Luby’s
      Incentive Stock Plan (The “Plan”),
      as it
      may be amended from time to time,
      which
      provisions are incorporated by reference and made a part hereof to the same
      extent as if set forth in their entirety herein, and to such other terms
      necessary or appropriate to the grant hereof having been made. Each share of
      Restricted Stock corresponds to one (1) share of Common Stock, par value $0.32
      per share ("Common Stock"), of the Company.

    


    2. Restrictions
      on Transfer.
      Except
      as otherwise provided herein, Restricted Stock granted hereunder shall become
      unrestricted on the third anniversary of the Award Date. (“Lapse Date”).
None
      of
      the Restricted Stock may be sold, transferred, pledged, hypothecated or
      otherwise encumbered or disposed of until the restrictions have lapsed in
      accordance with this Award Agreement. Except as provided in Section 6, all
      Restricted Stock to which restrictions have not yet lapsed shall be forfeited
      to
      the Company immediately upon Termination of Grantee’s Employment.

    


    3. Rights
      as Stockholder.
      Grantee
      shall have no rights as a stockholder with respect to any Restricted Stock
      until
      a stock certificate for the shares is issued in Grantee’s name. Once any such
      stock certificate is issued in Grantee’s name, Grantee shall be entitled to all
      rights associated with ownership of the Restricted Stock, except that the
      Restricted Stock will remain subject to the restrictions set forth herein and
      if
      any additional shares of Common Stock become issuable on the basis of such
      Restricted Stock (e.g., a stock dividend), any such additional shares shall
      be
      subject to the same restrictions as the shares of Restricted Stock to which
      they
      relate. Each stock certificate evidencing any Restricted Stock shall contain
      such legends and stock transfer instructions or limitations as may be determined
      or authorized by the Committee which administers the Plan (the “Committee”) in
      its sole discretion; and the Company may, in its sole discretion, retain custody
      of any such certificate throughout the period during which any restrictions
      are
      in effect and require, as a condition to issuing any such certificate, that
      the
      Grantee tender to the Company a stock
      power duly executed in blank relating thereto. Any dividends payable on the
      Restricted Stock shall be paid in cash to Grantee on the day on which the
      corresponding cash dividends are paid to shareholders of record, or as soon
      as
      administratively practicable thereafter, but in no event later than the
      fifteenth (15th)
      day of
      the third calendar month following the day on which such cash dividends are
      paid
      to shareholders of record. 

    


    4. 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 may adjust proportionally the number
      of
      shares of Restricted Stock. 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.

    


    5. Non-Assignability.
      No
      benefit payable under, or interest in, this Award Agreement or in the shares
      of
      Common Stock to be issued to Grantee hereunder shall be subject in any manner
      to
      anticipation, alienation, sale, transfer, assignment, pledge, encumbrance,
      or
      charge and any such attempted action shall be void and no such benefit or
      interest shall be, in any manner, liable for, or subject to, Grantee’s or
      Grantee’s beneficiary’s debts, contracts, liabilities or torts; provided,
      however, nothing in this Section shall prevent transfer (i) by will,
      (ii) by applicable laws of descent and distribution or (iii) to an
      alternate payee to the extent that a Qualified Domestic Relations Order so
      provides, as further described in the Plan.

    


    6. Continuous
      Employment.
      If
      Grantee’s employment with the Company or an Affiliate of the Company is
      terminated for any reason, except as provided below, Grantee’s Restricted Stock
      shall automatically expire and terminate, and shall be forfeited to the Company,
      on the date of Termination of Grantee’s Employment. Notwithstanding anything
      herein to the contrary, the Lapse Date of the Restricted Stock may be
      accelerated (by notice in writing) by the Company in its sole discretion at
      any
      time. “Termination of Grantee’s 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.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

              (a) Retirement.
      If
      Grantee terminates Grantee’s employment with the Company or an Affiliate of the
      Company by retirement on or after Grantee's 65th birthday, then the Lapse Date
      of the Restricted Stock granted under this Award Agreement shall be accelerated
      as of the day preceding Grantee’s retirement, subject to Grantee’s execution of
      a general release and waiver in a form provided by the Company.

    


    (b) Death.
      If
      Grantee’s employment with the Company or an Affiliate of the Company terminates
      due to Grantee’s death, then the Lapse Date of the Restricted Stock granted
      under this Award Agreement will become unrestricted as of the day preceding
      Grantee’s death. 

    

      (c) Permanent
        and Total Disability.
        If
        Grantee’s employment with the Company or an Affiliate of the Company or an
        Affiliate of the Company terminates due to Grantee’s Permanent and Total
        Disability, and Grantee has been employed by Company for at least 3 years,
        then
        the Lapse Date of the Restricted Stock granted under this Award Agreement
        will
        be accelerated, as of the date preceding the termination of Grantee’s
        employment, subject to execution by Grantee of a general release and waiver
        in a
        form provided by the Company.

       

    

    “Permanent
      and Total Disability” shall have the meaning ascribed to such term under
      Section 22(e)(3) of the Internal Revenue Code of 1986, as amended (together
      with the regulations and other official guidance promulgated thereunder, the
      “Code”), and with such permanent and total disability being certified prior to
      termination of Grantee’s employment by (i) the Social Security
      Administration, (ii) such other body having the relevant decision-making
      power applicable to the Company (such as an insurance carrier), or (iii) an
      independent medical advisor appointed by the Company in its sole discretion,
      as
      applicable. 

    


    (d) Leave
      of Absence.
      Lapse
      Date may be suspended by the Company in its sole discretion during a leave
      of
      absence by Grantee as provided from time to time according to Company policies
      and practices.

     

    (e) Change
      of Control.
      All
      Restricted Stock shall become immediately unrestricted upon a Change of Control,
      as defined in the Plan.
      If, on
      the date of termination of Grantee's employment with the Company or an affiliate
      of the Company, Grantee is entitled to rights or benefits under a written Change
      of Control Agreement with the Company containing provisions relating to
      Restricted Stock which are more favorable to Grantee than those contained in
      this Award Agreement, the provisions of such Change of Control Agreement shall
      prevail.

    


    7. Disputes.
      If
      the
      employment of Grantee shall terminate prior to the Lapse Date of the Restricted
      Stock, and there exists a dispute between Grantee and the Company as to the
      satisfaction of the conditions of this Award Agreement, the Restricted Stock
      shall remain subject to the restrictions contained herein until the resolution
      of such dispute, regardless of any intervening expiration of the restrictions,
      except that any dividends that may be payable to the holders of record of shares
      of Common Stock as of a date during the period from termination of Grantee's
      employment to the resolution of such dispute (the "Suspension Period")
      shall:

    


    (1)
       to
      the
      extent to which such dividends would have been payable to Grantee on the shares
      of Restricted Stock, be held by the Company as part of its general funds, and
      shall be paid to or for the account of Grantee only upon, and in the event
      of, a
      resolution of such dispute in a manner favorable to Grantee, and then only
      with
      respect to such of the shares as to which such resolution shall be so favorable,
      and

    


    (2)
       be
      canceled upon, and in the event of, a resolution of such dispute in a manner
      unfavorable to Grantee, and then only with respect to such of the shares as
      to
      which such resolution shall be so unfavorable.

    


    8. Form
      and Timing of Payment.
      Restricted Stock shall be paid by the Company in shares of Common Stock (on
      a
      one-to-one basis) on, or as soon as practicable after, the Lapse Date of the
      Restricted Stock has passed (which, for purposes of this Section, includes
      the
      date of any acceleration as referenced in Section 6), but in any event, within
      the period ending on the later to occur of the date that is 2 1/2
      months
      from the end of (i) Grantee’s tax year that includes the Lapse Date of the
      Restricted Stock, or (ii) the Company’s tax year that includes the
      applicable Lapse Date of the Restricted Stock (which payment schedule is
      intended to comply with the “short-term deferral” exemption from the application
      of Section 409A of the Code). Shares of Common Stock issued that become
      unrestricted shall be deemed to be issued in consideration of past services
      actually rendered by Grantee to the Company or an Affiliate or for its benefit
      for which Grantee has not previously been compensated or for future services
      to
      be rendered, as the case may be, which the Company deems to have a value at
      least equal to the aggregate par value thereof.

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

    9. Tax
      Withholding.
      All
      payments or grants made pursuant to this Award Agreement shall be subject to
      withholding of all applicable taxes, based on the minimum statutory withholding
      rates for federal, state and local tax purposes, including any employment taxes
      resulting from the lapsing of the restrictions (the “Tax Obligations”). In the
      event that Company requests Grantee to do so, Grantee hereby agrees that Grantee
      will satisfy the Tax Obligations resulting from the lapsing of the restrictions
      by authorizing, and Grantee hereby authorizes, the Company to withhold from
      the
      shares of Common Stock otherwise deliverable to Grantee as a result of the
      lapsing of the restrictions in accordance herewith, a number of shares having
      a
      fair market value less than or equal to the Tax Obligations. Any shares of
      Common Stock withheld by the Company hereunder shall not be deemed to have
      been
      issued by the Company for any purpose under the Plan and shall remain available
      for issuance thereunder. 


    The
      number of shares of Common Stock tendered by Grantee pursuant to this Section
      shall be determined by the Company and be valued at the fair market value of
      the
      Common Stock on the date the Tax Obligations arise. To the extent that the
      number of shares tendered by Grantee pursuant to this Section is insufficient
      to
      satisfy the Tax Obligations, Grantee hereby authorizes the Company to deduct
      from Grantee’s compensation the additional amount necessary to fully satisfy the
      Tax Obligations. If the Company chooses not to deduct such amount from Grantee’s
      compensation, Grantee agrees to pay the Company, in cash or by check, the
      additional amount necessary to fully satisfy the Tax Obligations. Grantee agrees
      to take any further actions and execute any additional documents as may be
      necessary to effectuate the provisions of this Section. No certificates
      representing the shares of Common Stock shall be delivered to Grantee unless
      and
      until Grantee has satisfied Grantee’s obligations with respect to the full
      amount of all federal, state and local tax withholding or other employment taxes
      applicable to Grantee resulting from the payment of the Restricted Stock
      earned.

    


    10. Section
      83(b) Election.
      Under
      Section 83 of the Code, the difference between the purchase price paid by
      the Grantee for the Restricted Stock, if any, and their fair market value on
      the
      Lapse Date of the Restricted Stock, will be reportable as ordinary income at
      that time. Grantee may elect to be taxed on the Award Date with respect to
      Restricted Stock rather than when such restrictions lapse by filing an election
      under Section 83(b) of the Code in a form similar to that set forth in
      Exhibit A hereto with the Internal Revenue Service within 30 days
      after the Award Date. Failure to make this filing within the 30-day period
      will
      result in the recognition of ordinary income by Grantee (in the event the Fair
      Market Value of the shares increases after the Award Date) as the forfeiture
      restrictions lapse.

    


    GRANTEE
      ACKNOWLEDGES THAT IT IS HIS OR HER SOLE RESPONSIBILITY, AND NOT THE COMPANY’S,
      TO FILE A TIMELY ELECTION UNDER SECTION 83(b), EVEN IF GRANTEE REQUESTS THE
      COMPANY OR ITS REPRESENTATIVES TO MAKE THIS FILING ON GRANTEE’S BEHALF. GRANTEE
      IS RELYING SOLELY ON HIS OR HER OWN ADVISORS WITH RESPECT TO THE DECISION AS
      TO
      WHETHER OR NOT TO FILE ANY 83(b) ELECTION.

    


    11. Award
      Agreement Subject to Plan.
      This
      Award Agreement is sub-ject to the Plan. The terms and provisions of the Plan
      (including any subsequent amend-ments thereto) are hereby incorporated herein
      by
      reference thereto. In the event of a conflict between any term or provision
      contained herein and a term or provision of the Plan, the applicable terms
      and
      provisions of the Plan will govern and prevail. All defini-tions of words and
      terms contained in the Plan shall be applicable to this Award
      Agreement.

    


    12. No
      Retention Rights.
      Nothing
      herein contained shall confer on the Grantee any right with respect to
      continuation of employment, or interfere with the right of the Company or its
      Affiliates to terminate at any time the service of the Grantee. Any questions
      as
      to whether and when there has been a termination of Grantee's employment, and
      the cause of such termination, shall be determined by the Committee, and its
      determination shall be final.

    


    13. Applicable
      Law.
      The
      validity, construction, interpretation and enforceability of this Award
      Agreement shall be determined and governed by the laws of the State of Texas
      without regard to any conflicts or choice of law rules or principles that might
      otherwise refer construction or interpretation of this Award Agreement to the
      substantive law of another jurisdiction, and any litigation arising out of
      this
      Award Agreement shall be brought in Harris County, Texas. 

    
     14. Severability.
      The
      provisions of this Award Agreement are severable and if any one or more
      provisions may be determined to be illegal or otherwise unenforceable, in whole
      or in part, the remaining provisions, and any partially unenforceable provision
      to the extent enforceable in any jurisdiction, shall nevertheless be binding
      and
      enforceable. 

    


    
      
         

      

      
         

        
          

        

      

      
         

      

       

    

     15. Waiver.
      The
      waiver by the Company of a breach of any provision of this Award Agreement
      by
      Grantee shall not operate or be construed as a waiver of any subsequent breach
      by Grantee. 

    


     16. Binding
      Effect.
      The
      provisions of this Award Agreement shall be binding upon the parties hereto,
      their successors and assigns, including, without limitation, the Company, its
      successors or assigns, the estate of the Grantee and the executors,
      administrators or trustees of such estate and any receiver, trustee in
      bankruptcy or representative of the creditors of the Grantee.

    


    17.  Entire
      Agreement; Amendment.
      This
      Award Agreement and any other agreements and instruments contemplated by this
      Award Agreement contain
      the
      entire agreement of the parties, and this Award Agreement may be amended only
      in
      writing signed by both parties.

    


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

    


    ATTEST: 


    


    __________________________________________


    Peter
      Tropoli, Senior V.P and General
      Counsel and
      Chief Executive Officer

     

    
 

    LUBY'S,
      INC.

     

     

    By______________________________________________

    Christopher
      J. Pappas, President and Chief Executive Officer


     

    ACCEPTED:

    


    
__________________________________________

    Grantee