STOCK GRANT AGREEMENT
This STOCK GRANT AGREEMENT (the "AGREEMENT") is made between XXXX'X
RESTAURANT GROUP, INC., a Delaware corporation (the "COMPANY"), and Xxxxx Xxxxxx
(the "EXECUTIVE").
The Company considers that its interests will be served by granting the
Executive shares of common stock of the Company pursuant to its 2001 Stock Bonus
Plan (the "Plan") as an inducement for the Executive's effective performance of
services for the Company. The Board of Directors of the Company (the "BOARD")
has adopted, and the stockholders have approved, the Plan, a copy of which is
attached hereto and incorporated by reference herein.
IT IS AGREED:
1. Subject to the terms of the Plan, on the date of Executive's
termination of employment with the Company for any reason (whether with or
without cause, or due to death or disability) Executive shall be issued 75,000
shares of the common stock of the Company, $.01 par value per share (the
"Granted Shares"). The grant of the Granted Shares may be accelerated by
action of the board of directors of the Company in its discretion.
2. This Agreement and the Granted Shares will not be transferable or
assignable by the Executive other than by will or the laws of descent and
distribution until such time as the Granted Shares are issued, after which the
Granted Shares may be disposed of in any lawful manner without restriction,
other than restrictions upon the sale of securities under applicable law.
3. This Agreement may not be changed or terminated orally but only by an
agreement in writing signed by the party against whom enforcement of any such
change or termination is sought.
4. The Company will not be deemed by this Agreement (as distinguished
from a separate employment agreement, if any) to be required to continue the
Executive's service or to nominate the Executive for election as a director.
5. The Executive will not have any rights as a stockholder with respect
to any Granted Shares covered by the Option until the date of the issuance of
the stock certificate or certificates to the Executive for such shares. The
Company will pay or distribute to Executive dividends or other rights which
are paid to or distributed to holders of Common Stock generally prior to the
date of issuance of the Granted Shares. The number of Granted Shares will be
proportionately adjusted in the event of any stock split, stock dividend or
other change in the denomination of the Company's Common Stock, and upon any
merger, exchange, reorganization or reclassification of the Company, the right
to receive the Granted Shares will be converted into the right to receive the
securities, property or rights into which the Company's Common Stock is
converted or changed pursuant to such transactions.
6. The Executive consents to the placing on the certificate for the
Granted of an appropriate legend restricting resale or other transfer of such
shares except in accordance with the Securities Act of 1933 and all applicable
rules thereunder.
7. In the event of any difference of opinion concerning the meaning or
effect of the Plan or this Agreement, such difference will be resolved by the
committee referred to in the Plan.
8. The validity, construction and performance of this agreement will be
governed by the laws of the State of Delaware. Any invalidity of any provision
of this Agreement will not affect the validity of any other provision.
9. All offers, notices, demands, requests, acceptances or other
communications hereunder will be in writing and will be deemed to have been
duly made or given if mailed by registered or certified mail, return receipt
requested. Any such notice mailed to the Company must be addressed to its
principal office, and any notice mailed to the Executive must be addressed to
the Executive's residence address as it appears on the books and records of
the Company or to such other address as either party may hereafter designate
in writing to the other.
10. This Agreement will, except as herein stated to the contrary, inure
to the benefit of and bind the legal representatives, successors and assigns
of the parties hereto.
11. In accepting the Granted Shares, the Executive accepts and agrees to
be bound by all the terms and conditions of the Plan that pertain to Common
Stock granted under the Plan.
IN WITNESS WHEREOF, this Agreement has been duly executed and delivered
to be effective as of November 5, 2001.
THE COMPANY:
XXXX'X RESTAURANT GROUP, INC.
By:
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Xxxxxx Xxxxxx, Chairman of the Board
EXECUTIVE:
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Xxxxx Xxxxxx
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