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EXHIBIT 10.29
OPTION AGREEMENT
THIS AGREEMENT is made and entered into as of the 5th day of April,
1996, by EATERIES, INC., an Oklahoma corporation (the "Company"), and XXXXX
XXXXX ("Awardee"), an Oklahoma resident.
The Company and Awardee agree as follows:
1. Grant of Options. The Company grants to Awardee options to
purchase 30,000 shares of the common stock of the Company (the "Option Shares")
at an exercise price of $3.25 per share (the "Stock Options"). The Stock
Options are an award made pursuant to the Company's Omnibus Equity Compensation
Plan (the "Plan") which is incorporated into and made a part of this Agreement.
Unless otherwise indicated, all words and phrases used in initially capitalized
form shall have the meanings given them in the Plan.
2. Vesting. The Stock Options granted hereby shall vest and
become exercisable in increments of thirty three and one-third percent (33
1/3%) per year with the first thirty three and one-third percent (33 1/3%)
increment vesting and becoming exercisable on April 5, 1997, and additional
increments of thirty three and one-third percent (33 1/3%) vesting and becoming
exercisable on April 5, 1998 and April 5, 1999. If the Awardee ceases to be an
employee of the Company for any reason prior to the vesting of any of the Stock
Options, the then unvested Stock Options shall be forfeited and expire.
3. Term. The Stock Options shall expire upon the earlier of:
(a) expiration prior to vesting under paragraph 2 above; or (b) the fifth
anniversary of the date on which they first became exercisable; or (c) if the
Stock Options were exercisable at the time the Awardee ceased to be an employee
of the Company, thirty (30) days after Awardee ceases to be an employee of the
Company for any reason unless such cessation of employment shall be caused by
Awardee's death in which event the Stock Options shall remain exercisable for a
period of six (6) months after Awardee's death.
4. Method of Exercise. To exercise any Stock Options, Awardee
shall give the Company written notice of the exercise of the options, in
substantially the form attached hereto as Exhibit A. Awardee shall pay the
exercise price for the Option Shares at the time of the notice of the exercise
of the Stock Options in cash or in such other consideration as the Committee
determines is consistent with the purpose of the Plan, this Agreement, and
applicable law. The Company shall issue or shall have its transfer agent issue
one or more certificates for the Option Shares purchased within five (5)
business days after exercise. The Committee may establish other requirements
to provide reasonable procedures for the exercise of the Stock Options.
5. Transferability of Options. Awardee shall not have the right
to transfer all or any part of the Stock Options except by will or pursuant to
the laws of descent and distribution.
6. Reimbursement for Withholding Liabilities. Subsequent to the
granting of any Stock Options to Awardee pursuant to this Agreement, Awardee
shall have the obligation to reimburse the Company for any withholding
liabilities for Federal, state, and local income taxes, social security taxes,
and any other taxes which it may incur as a result of the granting, vesting,
and/or exercise of the Stock Options. Awardee shall reimburse the Company no
more frequently than on a monthly basis for those amounts within thirty (30)
days after his receipt of a written accounting of the amounts due. Awardee
shall satisfy the tax withholding reimbursement obligation with cash unless the
Compensation Committee elects to permit or require the Awarded to satisfy such
obligation with delivery of shares of the Company's common stock having a Fair
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Market Value as of the date of exercise equal to the withholding liability or a
combination of cash and common stock.
7. Modification. This Agreement sets forth the entire
understanding of the parties with respect to the subject matter hereof,
supersedes all existing agreements between them concerning such subject matter,
and may be modified only by a written instrument duly executed by each party.
8. Notices. Any notice or other communication required or
permitted to be given hereunder shall be in writing and shall be mailed by
certified mail, return receipt requested, or delivered against receipt, to the
party to whom it is to be given at the address of such party set forth in the
records of the Company (or to such other address as the party shall have
furnished in writing). Notice to the estate of Awardee shall be sufficient if
addressed to Awardee as provided in this paragraph 8. Any notice or other
communication given by certified mail shall be deemed given at the time of
certification thereof, except for a notice changing a party's address which
shall be deemed given at the time of receipt thereof.
IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first set forth above.
COMPANY:
EATERIES, INC.
By Act of the Compensation
Committee
By: /s/
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, Chairman
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AWARDEE:
/s/
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Xxxxx Xxxxx
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EXHIBIT A
NOTICE OF EXERCISE OF STOCK OPTIONS
The undersigned hereby gives notice to Eateries, Inc. (the "Company")
of exercise of the stock options issued to him pursuant to the terms of the
Stock Option Agreement between the Company and the undersigned, dated as of
_________________________, to purchase __________ shares of the common stock of
the Company. The undersigned has enclosed a check for $_______________ and
delivers __________ shares of the Company's common stock held of record by him
and having a fair market value of $_______________ as payment of the purchase
price for the shares of common stock.
DATED this ____ day of _______________, 19____.
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