FIRST AMENDMENT TO THE
RESTATED (SEPTEMBER 30, 1999)
RUBY TUESDAY, INC. 1996 STOCK INCENTIVE PLAN
THIS FIRST AMENDMENT is made as of October 5, 2000, by RUBY TUESDAY,
INC., a corporation organized and existing under the laws of the State of
Georgia (hereinafter called the "Company").
W I T N E S S E T H:
WHEREAS, the Company maintains the Ruby Tuesday, Inc. 1996 Stock
Incentive Plan (the "Plan"), restated as of September 30, 1999.
WHEREAS, as a result of the two-for-one stock split effected by the
Company as of May 19, 2000, the total number of shares reserved for issuance
pursuant to the Plan is now 12,000,000.
WHEREAS, the Company wishes to amend the Plan primarily to increase the
per employee limit on the number of shares of stock that may be subject to
options or stock appreciation rights granted to a single employee during any
fiscal year of the Company.
WHEREAS, the Board of Directors of the Company has duly approved and
authorized this amendment to the Plan.
NOW, THEREFORE, the Company does hereby amend the Plan, effective upon
approval of the Company's shareholders at the Company's fiscal year 2000 Annual
Meeting of Shareholders, by deleting the last sentence of Section 2.4 in its
entirety and by substituting therefor the following:
"To the extent required under Code Section 162(m) and the regulations
issued thereunder for compensation to be treated as qualified
performance-based compensation, the maximum number of shares of Stock
with respect to which Options and Stock Appreciation Rights may be
granted during any fiscal year of the Company to any Participant who is
an employee (a "Covered Employee") may not exceed 750,000, subject to
adjustment in accordance with Section 5.2. In applying this limitation,
if an Option or Stock Appreciation Right, or any portion thereof,
granted to an employee is cancelled or repriced for any reason, then
the shares of Stock attributable to such cancellation or repricing
either shall continue to be counted as an outstanding grant or shall be
counted as a new grant, as the case may be, against the Covered
Employee's individual limit for the applicable fiscal year."
The adoption of the First Amendment is conditioned upon, and subject
to, the approval of the First Amendment by the stockholders of the Company
Except as specifically provided herein, the Plan shall remain
in full force and effect as prior to this First Amendment.
IN WITNESS WHEREOF, the Company has caused this First Amendment to be
executed on the day and year first above written.
RUBY TUESDAY, INC.
By: ______________________________________
Samuel E. Beall, III
Chairman and Chief Executive Officer
Attest:
By: _______________________________
Daniel T. Cronk
Secretary
[CORPORATE SEAL]
