Exhibit 10.3 Consultant Agreement


    CONSULTANT
      AGREEMENT

    


    This
      Consultant Agreement (“Agreement”) is made by and between LUBY’S,
      INC.,
      a
      Delaware corporation, and its subsidiaries, with an address at 13111 Northwest
      Freeway, Suite 600, Houston, Texas 77040 (collectively, the “Company”) and
ERNEST
      PEKMEZARIS
      (the
“Consultant”), and is effective beginning on the Separation Date as set forth
      below. 

    


    This
      Agreement represents the agreement mutually reached in connection with the
      matters outlined herein. Therefore, for and in good consideration of the mutual
      covenants and promises contained herein, and for other good and valuable
      consideration, the receipt and sufficiency of which is hereby acknowledged
      by
      the parties, both the Company and the Consultant hereby agree as
      follows:

    


    1.
      Resignation of Employment from the Company.
      The
      Consultant hereby submits and the Company hereby accepts the Consultant’s
      voluntary resignation as Senior Vice President and Chief Financial Officer
      and
      as an officer, agent, and employee of the Company effective April 20, 2007
      (the
“Separation Date”). Accordingly, effective as of the Separation Date the
      Consultant’s employment with the Company will be permanently and irrevocably
      terminated. The Consultant’s participation in any benefit plans will end in
      accordance with the terms of such plans. The Consultant will be paid all wages
      or compensation actually owed as of the Separation Date, and the Company will
      pay the Consultant for any reasonable unreimbursed business expenses, which
      remain outstanding as of the Separation Date. Unless Consultant is terminated
      for Cause (as defined below), all unvested stock option and restricted stock
      grants previously made shall continue to vest during the term of this agreement;
      and in the event of termination of this agreement, any unvested stock options
      or
      restricted stock grants shall vest immediately and/or become
      unrestricted.

    


    2.
      Consulting Relationship.
      For the
      period beginning on the Separation Date and ending April 20, 2009, unless
      otherwise terminated pursuant to the terms of this Agreement (the “Consulting
      Period”) the Consultant’s relationship with the Company will be solely that of
      an independent contractor and not as an employee of the Company (the “Consulting
      Relationship”) for the consideration provided for in this Agreement and upon the
      following terms and conditions:

    


    (a)
      Consulting Services.
      During
      the Consulting Period, the Consultant agrees to furnish to the Company advisory
      and consulting services related to Finance and Accounting matters and other
      related consulting services as based upon the direction of the Chief Executive
      Officer and the Chairman of the Board of Directors of the Company (the
“Consulting Services”). The Consultant will perform all Consulting Services in a
      timely, good, and professional manner. The Consultant agrees to provide the
      Company with Consulting Services requested by the Company from time to time
      in
      an amount not more than 60 hours of actual services per month (the “Maximum
      Requirement”). Provided the Consultant does not violate the provisions of this
      Agreement, the Consultant may hold employment and/or provide other consulting
      services to persons or parties other than the Company. Both the Company and
      the
      Consultant acknowledge and agree that at all times subsequent to the Separation
      Date that the relationship between the parties shall be solely that of an
      independent contractor and nothing in this Agreement or otherwise shall
      constitute the Consultant as an employee, agent, or officer of the
      Company.

    


    (b)
      Consulting Fees.
      The
      Company will pay the Consultant a gross consulting fee of $12,500 each month
      (the “Consulting Fee”) during the Consulting Period in connection with the
      Consultant’s performance of Consulting Services. The Company agrees to pay all
      reasonable and actual expenses incurred by the Consultant in the sole and direct
      performance of Consulting Services, including but not limited to, travel
      expenses. The Company shall also provide the Consultant with office space in
      connection with the performance of Consulting Services, provided, however,
      all
      such expenses must be reasonably necessary, actual and approved in advance
      by
      the Company. The Consultant acknowledges that he has no other claims for
      compensation, bonus, or other incentive payments.

    


    (c)
      Termination of Consulting Relationship.
      Notwithstanding any agreement to the contrary, unless extended by written
      agreement of the parties, the Consulting Period and all obligations of the
      Company pursuant to this Paragraph 2, including, without limitation, the
      obligation to pay the Consulting Fee, shall automatically terminate (1) April
      20, 2009 or (2) an event giving rise for a termination for Cause of the
      Consulting Relationship. A termination for “Cause” of the Consulting
      Relationship shall include: (i) a willful and material failure or refusal by
      the
      Consultant to timely, properly and professionally perform Consulting Services
      pursuant to this Agreement; (ii) a breach or violation by the Consultant of
      any
      of the terms, covenants, or provisions of this Agreement; or (iii) any unlawful
      misconduct by the Consultant, including, without limitation, the commission
      of
      an act of fraud or embezzlement against the Company or the commission of a
      crime
      involving moral turpitude.
 

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    3.
      Enforcement and Representations.
      Each
      party acknowledges that the restrictions and agreements contained in this
      Agreement are necessary for the protection of the other party and that any
      breach of any of the provisions of this Agreement by a party will cause the
      other party irreparable damages for which the other party could not be
      adequately or reasonably compensated for in monetary damages. Accordingly,
      each
      party consents to the issuance of an injunction in favor of the other party,
      where a party has acted upon reasonable information concerning the potential
      breach, to enjoin the breach of any covenant of the other party contained in
      this Agreement by any court of competent jurisdiction. Nothing contained in
      this
      Paragraph shall be in limitation of any other rights or remedies that a party
      may have at law or in equity should the other party breach the terms of this
      Agreement. The Consultant also represents and warrants to the Company, as of
      the
      date hereof, that the execution, delivery and performance by the Consultant
      of
      the terms and provisions of this Agreement do not require the consent of any
      spouse or other person which has not already been obtained and that this
      Agreement constitutes a legal, valid and binding obligation of the Consultant
      and is enforceable against the Consultant in accordance with its
      terms.

    


    4.
      Governing Law, Venue, and Severability.
      The
      Company and the Consultant agree that Texas law shall govern the construction,
      interpretation, and enforcement of this Agreement, and the parties agree that
      venue for any action brought to enforce this Agreement shall be a court of
      competent jurisdiction in the County of Harris, State of Texas. If any
      provision, or portion thereof, of this Agreement shall for any reason be held
      to
      be invalid or unenforceable or to be contrary to public policy or any law,
      then
      the remainder of this Agreement shall be affected thereby. If at any time the
      Consultant claims that any portion of this Agreement is unenforceable or
      invalid, the Consultant must immediately tender back all consideration paid
      to
      the Consultant pursuant to this Agreement, and provide written notice of the
      basis for the Consultant’s claim.


    


    5.
      Compliance with Securities Laws.
      The
      Consultant agrees to comply with any applicable federal and state securities
      laws including, without limitation, compliance with any applicable reporting
      requirements under Section 16 of the Securities Exchange Act of 1934, as
      amended, for a period of six (6) months after the Separation Date. The
      Consultant should consult with an attorney of his choice after the Separation
      Date to determine any continuing obligations he may have with respect to the
      federal and state securities laws including applicable insider trading
      regulations and Section 16 reporting obligations.

    


    6.
      Entire Agreement.
      The
      Company and the Consultant agree that no promises or representations were or
      are
      made which do not appear written in this Agreement; that this Agreement,
      contains the voluntary and entire agreement between the parties and supersedes
      any and all previous verbal or written promises, representations, agreements,
      negotiations and discussions between the parties; that this is a final and
      binding settlement agreement; that neither of the parties are relying on any
      representation or promise that does not appear in this Agreement; that this
      Agreement is the result of negotiations between the parties after the
      opportunity to consult with counsel of each of the parties own respective
      choosing; and that this Agreement cannot be terminated or changed except by
      a
      writing signed by a duly authorized representative of the Company and the
      Consultant.

     

    IN
      WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
      by
      their duly authorized representatives as of the Separation
      Date.

     

     

    COMPANY: 
 

    
      
        	
                By:

              	/s/Gasper
                Mir III	
              	
              
	 	
                Gasper
                  Mir, III

              
	 	
                Chariman
                  of the Board

              
	 	
                 Luby's,
                  Inc.

              


      

    

     

     

    CONSULTANT:
 
    
      
        	
                By:

              	/s/Ernest
                Pekmezaris	
              	
              
	 	
                Ernest
                  Pekmezaris