Exhibit 99.3
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD.
PARCHE, LLC
C/O RCG STARBOARD ADVISORS, LLC
000 XXXXX XXXXXX, 00XX XXXXX
XXX XXXX, XXX XXXX 00000
October __, 2007
____________________
____________________
____________________
____________________
____________________
Re: XXXX'X, INC.
Dear ____________________:
Thank you for agreeing to serve as a nominee for election to the Board of
Directors of Luby's, Inc. ("Luby's") in connection with the proxy solicitation
that Starboard Value and Opportunity Master Fund Ltd. and Parche, LLC
(collectively, the "Ramius Group") are considering undertaking to nominate and
elect directors at Luby's 2008 annual meeting of stockholders, or any other
meeting of stockholders held in lieu thereof, and any adjournments,
postponements, reschedulings or continuations thereof (the "Ramius Group
Solicitation"). Your outstanding qualifications, we believe, will prove a
valuable asset to Luby's and all of its stockholders. This letter will set forth
the terms of our agreement.
The members of the Ramius Group agree to jointly and severally indemnify
and hold you harmless against any and all claims of any nature, whenever
brought, arising from the Ramius Group Solicitation and any related
transactions, irrespective of the outcome; PROVIDED, however, that you will not
be entitled to indemnification for claims arising from your gross negligence,
willful misconduct, intentional and material violations of law, criminal actions
or material breach of the terms of this agreement; PROVIDED FURTHER, that this
indemnification agreement and all of the Ramius Group's obligations hereunder
shall not apply to any of your actions or omissions as a director of Luby's.
This indemnification will include any and all losses, liabilities, damages,
demands, claims, suits, actions, judgments, or causes of action, assessments,
costs and expenses, including, without limitation, interest, penalties,
reasonable attorneys' fees, and any and all reasonable costs and expenses
incurred in investigating, preparing or defending against any litigation,
commenced or threatened, any civil, criminal, administrative or arbitration
action, or any claim whatsoever, and any and all amounts paid in settlement of
any claim or litigation asserted against, resulting, imposed upon, or incurred
or suffered by you, directly or indirectly, as a result of or arising from the
Ramius Group Solicitation and any related transactions (each, a "Loss").
In the event of a claim against you pursuant to the prior paragraph or the
occurrence of a Loss, you shall give the Ramius Group prompt written notice of
such claim or Loss (provided that failure to promptly notify the Ramius Group
shall not relieve us from any liability which we may have on account of this
Agreement, except to the extent we shall have been materially prejudiced by such
failure). Upon receipt of such written notice, the Ramius Group will provide you
with counsel to represent you. Such counsel shall be reasonably acceptable to
you. In addition, you will be reimbursed promptly for all Losses suffered by you
and as incurred as provided herein. The Ramius Group may not enter into any
settlement of loss or claim without your consent unless such settlement includes
a release of you from any and all liability in respect of such claim.
You hereby agree to keep confidential and not disclose to any party,
without the consent of the Ramius Group, any confidential, proprietary or
non-public information (collectively, "Information") of the Ramius Group, its
affiliates or members of its Schedule 13D group which you have heretofore
obtained or may obtain in connection with your service as a nominee hereunder.
Notwithstanding the foregoing, Information shall not include any information
that is publicly disclosed by the Ramius Group, its affiliates or members of its
Schedule 13D group or any information that you can demonstrate is now, or
hereafter becomes, through no act or failure to act on your part, otherwise
generally known to the public.
Notwithstanding the foregoing, if you are required by applicable law,
rule, regulation or legal process to disclose any Information you may do so
provided that you first promptly notify the Ramius Group so that the Ramius
Group or any member thereof may seek a protective order or other appropriate
remedy or, in the Ramius Group's sole discretion, waive compliance with the
terms of this Agreement. In the event that no such protective order or other
remedy is obtained or the Ramius Group does not waive compliance with the terms
of this Agreement, you may consult with counsel at the cost of the Ramius Group
and you may furnish only that portion of the Information which you are advised
by counsel is legally required to be so disclosed and you will request that the
party(ies) receiving such Information maintain it as confidential.
All Information, all copies thereof, and any studies, notes, records,
analysis, compilations or other documents prepared by you containing such
Information, shall be and remain the property of the Ramius Group and, upon the
request of a representative of the Ramius Group, all such information shall be
returned or, at the Ramius Group's option, destroyed by you, with such
destruction confirmed by you to the Ramius Group in writing.
This letter agreement shall be governed by the laws of the State of New
York, without regard to the principles of the conflicts of laws thereof.
* * *
If you agree to the foregoing terms, please sign below to indicate your
acceptance.
Very truly yours,
STARBOARD VALUE AND OPPORTUNITY MASTER
FUND LTD.
By: RCG Starboard Advisors, LLC,
its investment manager
By:
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Name:
Title: Authorized Signatory
PARCHE, LLC
By: RCG Starboard Advisors, LLC,
its managing member
By:
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Name:
Title: Authorized Signatory
ACCEPTED AND AGREED:
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