EXHIBIT B-28
Form of Non-Qualified Stock Option Agreement
CHAMPPS ENTERTAINMENT, INC.
f/k/a UNIQUE CASUAL RESTAURANTS, INC.
1997 STOCK OPTION AND INCENTIVE PLAN
NON-QUALIFIED STOCK OPTION AGREEMENT
(For Independent Directors)
_____________ _________________
No. of Shares Grant Date
Pursuant to its 1997 Stock Option and Incentive Plan (the "Plan"), Champps
Entertainment, Inc. f/k/a/ Unique Casual Restaurants, Inc. (the "Company")
hereby grants to ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇ (the "Optionee") an Option to purchase on
or prior to [ten years from Grant Date] (the "Expiration Date") all or any part
of ______ shares (the "Option Shares") of common stock of the Company, par value
$0.01 per share ("Common Stock"), at a price of $____ per share in accordance
with Section 1 hereof and subject to the terms and conditions set forth
hereinafter and in the Plan. The laws of the Commonwealth of Massachusetts shall
govern this Option. All capitalized terms used herein, but not otherwise defined
herein, shall have the same meanings ascribed thereto in the Plan.
1. VESTING SCHEDULE. This Option shall become fully vested and
exercisable upon the first anniversary of the date upon which it was granted.
2. MANNER OF EXERCISE. The Optionee may exercise this Option only in the
following manner: from time to time on or prior to the Expiration Date of this
Option, the Optionee may give written notice to the Committee of his election
to purchase some or all of the Option Shares purchasable at the time of such
notice. This notice shall specify the number of Option Shares to be purchased.
Payment of the purchase price for the Option Shares may be made by one or
more of the following methods: (a) in cash, by certified or bank check or other
instrument acceptable to the Committee; (b) in the form of shares of Common
Stock that are not then subject to restrictions under any Company plan and that
have been held by the Optionee for at least six (6) months; (c) by the Optionee
delivering to the Company a properly executed exercise notice together with
irrevocable instructions to a broker to promptly deliver to the Company cash or
a check payable and acceptable to the Company to pay the option purchase price,
provided that in the event the Optionee chooses to pay the option purchase price
as so provided, the Optionee and the broker shall comply with such procedures
and enter into such agreements of indemnity and other agreements as the
Committee shall prescribe as a condition of such payment procedure; or (d) with
the consent of the Committee, a combination of (a), (b) and (c) above. Payment
instruments will be received subject to collection.
The delivery of certificates representing the Option Shares will be
contingent upon the Company's receipt from the Optionee of full payment for the
Option Shares, as set forth above and any agreement, statement or other
evidence that the Company may require to satisfy itself that the issuance of
Common Stock to be purchased pursuant to the exercise of Options under the Plan
and any subsequent resale of the shares of Common Stock will be in compliance
with applicable laws and regulations.
Notwithstanding any other provision hereof or of the Plan, no portion of
this Option shall be exercisable after the Expiration Date hereof.
3. NON-TRANSFERABILITY OF OPTION. This Option shall not be transferable by
the Optionee otherwise than by will or by the laws of descent and distribution
and this Option shall be exercisable, during the Optionee's lifetime, only by
the Optionee.
4. TERMINATION AS DIRECTOR. If the Optionee ceases to be a Director of the
Company, the period within which to exercise the Option may be subject to
earlier termination as set forth below.
(a) TERMINATION FOR CAUSE. If the Optionee ceases to be a Director for
Cause (as hereinafter defined), any Option held by the Optionee shall
immediately terminate and be of no further force and effect. "Cause"
means the occurrence of one or more of the following: (i) Optionee is
convicted of, pleads guilty to, or confesses to any felony or any act
of fraud, misappropriation or embezzlement which has an immediate and
materially adverse effect on the Company or any Subsidiary, as
determined by the Board in good faith in its sole discretion,
(ii) Optionee engages in a fraudulent act to the material damage or
prejudice of the Company or any Subsidiary or in conduct or activities
materially damaging to the property, business or reputation of the
Company or any Subsidiary, all as determined by the Board in good faith
in its sole discretion, (iii) any material act or omission by Optionee
involving malfeasance or negligence in the performance of Optionee's
duties to the Company or any Subsidiary to the material detriment of the
Company or any Subsidiary, as determined by the Board in good faith in
its sole discretion, which has not been corrected by Optionee within 30
days after written notice from the Company of any such act or omission,
or (iv) failure by Optionee to comply in any material respect with any
written policies or directives of the Board as determined by the Board
in good faith in its sole discretion, which has not been corrected by
Optionee within 30 days after written notice from the Company of such
failure.
(b) OTHER TERMINATION. If the Optionee ceases to be a Director for any
reason other than Cause, any Option held by the Optionee may be
exercised to the extent exercisable on the date of termination for a
period of six months from the date of termination or until the
Expiration Date, if earlier.
5. RIGHTS AS A SHAREHOLDER. The Optionee shall have no rights as a
shareholder with respect to any Common Stock that may be purchased by exercise
of this Option unless and until a certificate or certificates representing such
shares are duly issued and delivered to the Optionee. Except as otherwise
expressly provided in the Plan, no adjustment shall be made for dividends or
other rights for which the record date is prior to the date such share
certificate is issued.
6. THE PLAN. In the event of any discrepancy or inconsistency between this
Agreement and the Plan, the terms and conditions of the Plan shall control.
CHAMPS ENTERTAINMENT, INC.
By:
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Name: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
Title: Chairman, President & CEO
Receipt of the foregoing Option is acknowledged and its terms and
conditions are hereby agreed to:
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Optionee: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇
