UNITED STATES
SECURITIES & EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT TO ANNUAL REPORT
Pursuant to Section 13 or 15(d) of THE SECURITIES EXCHANGE
ACT OF 1934
VICORP RESTAURANTS, INC.
------------------------
(Exact name of registrant as specified in Charter)
AMENDMENT NO. 1
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report of 1998 on Form
10-K as set forth in the pages attached hereto:
Exhibit 10 is hereby added, which exhibits add the Option
Agreement of Robert E. Kaltenbach dated April 9, 1998; the Option
Agreement of Robert E. Kaltenbach dated October 2, 1998; the Option
Agreement of Joseph F. Trungale dated October 2, 1998; Incentive Program
Document Defined Positions of Officers and Directors dated December 14, 1998:
the Incentive Program Document President/Bakers Square dated December 14,
1998; and the Incentive Program Document President/Village Inn dated
December 14, 1998.
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this amendment to be signed on its behalf by the
undersigned, thereunto duly authorized.
VICORP Restaurants, Inc.
(Registrant)
By:/s/ Richard E. Sabourin
-----------------------
Richard E. Sabourin
Executive Vice President/
Chief Financial Officer
Date: February 11, 1999
Commission File Number 0-12343
EXHIBIT INDEX
The following documents are filed as a part of this report. Those exhibits
previously filed and incorporated herein by reference are identified below by
an asterisk (*). For each such exhibit there is shown below the filing and
exhibit number of the document in the previous filing. The registration
statements were filed by the Company unless otherwise indicated. Exhibits
which are not required for this report are omitted.
Exhibit Description of Document
- ------- -----------------------
3 - * (i) Articles of Incorporation, as Amended - Form 10-K for the
year ended October 29, 1989.
- *(ii) Bylaws - Form 10-K for the year ended October 29, 1989.
- * (i) Specimen Stock Certificate - Form 10-K for the year ended
October 30, 1988.
10 - Material Contracts
* (i) Franchise Operating Agreement - Registration Statement
2-83326, Exhibit 10(b).
*(ii) U. S. $40,000,000 Amended and Restated Credit Agreement
dated December 19, 1997 between Vicorp Restaurants, Inc.
and NationsBank of Texas, N.A. and U. S. Bank National
Association - Form 10-K for the year ended October 31,
1997.
(iii) Executive Compensation Plans and Arrangements
*(a) VICORP Restaurants, Inc. Outstanding Stock Purchase Plan
(1989) - Registration Statement 33-32608, Exhibit 4(h).
*(b) VICORP Restaurants, Inc. Stock Purchase Plan -
Registration Statement 333-11003, Form S-8 dated
August 28, 1996.
*(c) Deferred Compensation Plan of VICORP Restaurants, Inc.
dated May 1, 1996 - Form 10-Q/A for the quarter ended
July 31, 1996, Exhibit 10(iii).
*(d) Severance Agreement Charles R. Frederickson - Form 10-K
for the year ended October 31, 1993, Exhibit 10(vi).
*(e) Employment Agreement for Richard E. Sabourin dated
July 25, 1996 - Form 10-Q for the quarter ended July 31,
1996, Exhibit 10(ii)(b).
*(f) Stock Option Agreement of Richard E. Sabourin dated
August 19, 1996 - Form 10-Q for the quarter ended
July 31, 1996, Exhibit 10(ii)(d).
*(g) Amended and Restated 1982 Stock Option Plan - Form 10-K
for the year ended October 31, 1997, Exhibit 10(iii)(j).
*(h) Amended and Restated 1983 Stock Option Plan - Form 10-K
for the year ended October 31, 1997, Exhibit 10(iii)(b).
*(i) Form Severance Agreement (Executive Officers excluding
Frederickson) - Form 10-Q for the quarter ended July 31,
1998.
(j) Stock Option Agreement of Robert E. Kaltenbach dated
April 9, 1998.
(k) Stock Option Agreement of Robert E. Kaltenbach dated
October 2, 1998.
(l) Stock Option Agreement of Joseph F. Trungale dated
October 2, 1998.
(m) Incentive Program Document Defined Positions of Officers
and Director dated December 14, 1998.
(n) Incentive Program Document of President/Bakers Square
dated December 14, 1998.
(o) Incentive Program Document of President/Village Inn
dated December 14, 1998.
23 - Consent of Accountants
24 - Power of Attorney
27 - Financial Data Schedule
OPTION AGREEMENT
This agreement is entered into this ninth of April, 1998, by and
between VICORP Restaurants, Inc. (the Corporation), and Robert E. Kaltenbach
(Optionee).
WHEREAS, the Corporation has adopted the Amended and Restated 1982
Stock Option Plan ("Plan"), which Plan is in full force and effect; and
WHEREAS, pursuant to Article VIII of the Plan, the Committee of
Non-Employee Directors is to notify the recipient of the grant of any option
in a writing delivered in duplicate either in person or by mail,
NOW, THEREFORE, the parties hereto acknowledge and agree as follows:
I. GRANT:
------
Optionee is hereby granted a non-qualified option to purchase under
the terms of the plan 50,000 shares of the Corporation's common stock (par
value $0.05 per share) for an exercise price of $18.25 per share. The
options shall be vested according to the following schedule:
12,500 shares will vest on April 9, 1998
12,500 shares will vest on April 9, 1999
12,500 shares will vest on April 9, 2000
12,500 shares will vest on April 9, 2001
II. TERM:
-----
Each option granted shall expire ten years from the date of grant,
unless canceled or terminated earlier in accordance with the terms of the
Plan.
III. EXERCISE OF OPTIONS:
--------------------
Only options which are vested may be exercised.
IV. MANNER OF EXERCISE:
-------------------
(a) Notice to the Corporation: Each exercise of an option shall
be made by the delivery by the Optionee of written notice of such election
to the Corporation, either in person or by mail, stating the number of shares
with respect to which the option is being exercised and specifying a date on
which the shares will be taken and payment made therefor. The date shall be
at least fifteen (15) days after the giving of such notice, unless an earlier
date shall have been mutually agreed upon.
(b) Issuance of Stock: Subject to any law or regulation of the
Securities and Exchange Commission or other body having jurisdiction
requiring an action to be taken in connection with the shares specified in a
notice of election before the shares can be delivered to the Optionee, on the
date specified in the notice of election, the Corporation shall deliver, or
cause to be delivered to the Optionee stock certificates for the number of
shares with respect to which the option is being exercised, against payment
therefor (including payment of any tax required to be withheld). In the
event of any failure to take and pay, on the date stated, for the full number
of shares specified in the notice of election, the option shall become
inoperative only as to those shares which are not taken or paid for, but
shall continue with respect to any remaining shares subject to the option as
to which exercise has not yet been made.
V. ASSIGNMENT:
-----------
Any option granted under the Plan shall not be assigned, pledged,
or hypothecated in any way, shall not be subject to execution, and shall not
be transferable other than by will or the laws of descent and distribution.
Any attempted assignment or other prohibited disposition shall be null and
void.
VI. TERMINATION:
------------
(a) Termination Other Than At Death Or Disability: If the
Optionee terminates his position as an Employee of the Corporation for any
reason other than death or disability, any unexpired and unexercised granted
options shall be canceled three months after the effective date of the
Optionee's termination.
(b) Termination At Death Or Disability: In the event of the death
of the Optionee, any option held by him at the time of his death shall be
transferred as provided in his will or by the laws of descent and
distribution, and may be exercised by such transferee at any time within
twelve months after the date of death, to the extent the option is
exercisable on the date of death, and provided it is exercised within the
time prescribed in the Plan. In the event of the disability of the Optionee,
any option held by him may be exercised in whole or in part, by the Optionee
or his personal representative at any time within twelve months after the
date of disability, to the extent the option is exercisable on the date of
disability, and provided that it is exercised within the time prescribed in
the Plan. Disability and time of disability shall be determined by the
Committee.
VII. CHANGES IN CAPITAL STRUCTURE:
-----------------------------
The number of shares granted to Optionee will be subject to
adjustment in the case of stock splits, combinations, stock dividends,
reorganization and similar events.
VIII. SUBSTITUTION OR CANCELLATION UPON ACQUISITION:
----------------------------------------------
As used in this article, "Acquisition Event" means (1) any sale or
other disposition of all or substantially all of the assets of the
Corporation or of any participating subsidiary pursuant to a plan which
provides for the liquidation of the Corporation or the participating
subsidiary, (2) any exchange by the holders of all of the outstanding shares
of Common Stock for securities issued by another entity, or in whole or in
part for cash or other property, pursuant to a plan of exchange approved by
the holders of a majority of such outstanding shares, or (3) any transaction
to which 425(a) of the Internal Revenue Code of 1954, as amended, applies and
to which the Corporation or any participating subsidiary is a party in
connection with any Acquisition Event and upon such terms and conditions as
the Board may establish:
(a) The Committee may waive any limitation applicable to any
option or right granted to the Optionee by this Agreement under the Plan so
that such option and right, from and after a date prior to the Acquisition
Event that is specified by the Committee, shall be exercisable in full.
(b) If the Committee so determines, the Optionee may be given the
opportunity to make a final settlement for the entire unexercised portion of
any option and any right granted by this Agreement under the Plan, including
any portion not then currently exercisable, in any one or more of the
following matters:
(i) Surrender such unexercised portion for cancellation in
exchange for the payment in cash of an amount not less than the difference
between the value per share of Common Stock as measured by the value to be
received by the holders of the outstanding shares of Common Stock pursuant to
the terms of the Acquisition Event, as determined by the Committee in its
discretion, and the price at which such option and right is or would become
exercisable, multiplied by the number of shares represented by such
unexercised portion.
(ii) Exercise such option and right, including any portion not
then otherwise currently exercisable, prior to the Acquisition Event so that
the Optionee would be entitled, with respect to shares thereby acquired, to
participate in the Acquisition Event as a holder of Common Stock.
(iii) Surrender such option and right for cancellation in exchange
for a substitute option, with or without a related stock appreciation right,
providing substantially equal benefits and granted or to be granted by an
employer corporation, or a parent or subsidiary of such an employer
corporation, that after the Acquisition Event is expected to continue to
conduct substantially the same business as that acquired from the Corporation
or a participating subsidiary pursuant to the Acquisition Event.
If the Optionee is given one or more of such opportunities with
respect to the entire unexercised portion of any option and right granted by
this Agreement, the option and right may be canceled by the Corporation upon
the occurrence of the Acquisition Event and thereafter the Optionee will be
entitled only to receive the appropriate benefit pursuant to clause (i),
(ii), or (iii) above, whichever may be applicable.
The provisions of this article are not intended to be exclusive of
any other arrangements that the Board might approve for settlement of any or
all outstanding options and rights in connection with an Acquisition Event or
otherwise.
IX. ADMINISTRATION:
---------------
The Plan is administered by a committee of non-employee directors
appointed by the Board of Directors of the Corporation ("Committee") to whom
all correspondence shall be directed.
X. MISCELLANEOUS:
--------------
(a) Interpretation: Any inconsistencies between the provisions of
this Option Agreement and the Plan shall be governed by the terms and
provisions of the Plan. Optionee is referred to the Plan to determine all of
his rights and obligations, only a portion of which have been set forth in
this Agreement.
(b) Acknowledgment: By execution of this Agreement, Optionee
acknowledges receipt of a duplicate copy of the same as notification of his
grant of options and that Optionee agrees in consideration of such option he
will abide by all the terms and conditions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first above-written.
VICORP Restaurants, Inc.
By /s/ Charles R. Frederickson
----------------------------
Charles R. Frederickson, Chairman
/s/ Robert E. Kaltenbach
------------------------------
Robert E. Kaltenbach, Optionee
This is Page 4 of a 4-page Option Agreement between VICORP Restaurants, Inc.
and Robert E. Kaltenbach dated April 9, 1998.
OPTION AGREEMENT
This agreement is entered into this second day of October, 1998,
by and between VICORP Restaurants, Inc. (the Corporation), and Robert E.
Kaltenbach (Optionee).
WHEREAS, the Corporation has adopted the Amended and Restated 1982
Stock Option Plan ("Plan"), which Plan is in full force and effect; and
WHEREAS, pursuant to Article VIII of the Plan, the Committee of
Non-Employee Directors is to notify the recipient of the grant of any option
in a writing delivered in duplicate either in person or by mail,
NOW, THEREFORE, the parties hereto acknowledge and agree as follows:
I. GRANT:
------
Optionee is hereby granted a non-qualified option to purchase under
the terms of the plan 50,000 shares of the Corporation's common stock (par
value $0.05 per share) for an exercise price of $14.25 per share. The
options shall be vested according to the following schedule:
16,666 shares will vest on October 2, 1999
16,667 shares will vest on October 2, 2000
16,667 shares will vest on October 2, 2001
II. TERM:
-----
Each option granted shall expire ten years from the date of grant,
unless canceled or terminated earlier in accordance with the terms of the
Plan.
III. EXERCISE OF OPTIONS:
--------------------
Only options which are vested may be exercised.
IV. MANNER OF EXERCISE:
-------------------
(a) Notice to the Corporation: Each exercise of an option shall
be made by the delivery by the Optionee of written notice of such election to
the Corporation, either in person or by mail, stating the number of shares
with respect to which the option is being exercised and specifying a date on
which the shares will be taken and payment made therefor. The date shall be
at least fifteen (15) days after the giving of such notice, unless an earlier
date shall have been mutually agreed upon.
(b) Issuance of Stock: Subject to any law or regulation of the
Securities and Exchange Commission or other body having jurisdiction
requiring an action to be taken in connection with the shares specified in a
notice of election before the shares can be delivered to the Optionee, on the
date specified in the notice of election, the Corporation shall deliver, or
cause to be delivered to the Optionee stock certificates for the number of
shares with respect to which the option is being exercised, against payment
therefor (including payment of any tax required to be withheld). In the
event of any failure to take and pay, on the date stated, for the full number
of shares specified in the notice of election, the option shall become
inoperative only as to those shares which are not taken or paid for, but
shall continue with respect to any remaining shares subject to the option as
to which exercise has not yet been made.
V. ASSIGNMENT:
-----------
Any option granted under the Plan shall not be assigned, pledged,
or hypothecated in any way, shall not be subject to execution, and shall not
be transferable other than by will or the laws of descent and distribution.
Any attempted assignment or other prohibited disposition shall be null and
void.
VI. TERMINATION:
------------
(a) Termination Other Than At Death Or Disability: If the
Optionee terminates his position as an Employee of the Corporation for any
reason other than death or disability, any unexpired and unexercised granted
options shall be canceled three months after the effective date of the
Optionee's termination.
(b) Termination At Death Or Disability: In the event of the death
of the Optionee, any option held by him at the time of his death shall be
transferred as provided in his will or by the laws of descent and
distribution, and may be exercised by such transferee at any time within
twelve months after the date of death, to the extent the option is
exercisable on the date of death, and provided it is exercised within the
time prescribed in the Plan. In the event of the disability of the Optionee,
any option held by him may be exercised in whole or in part, by the Optionee
or his personal representative at any time within twelve months after the
date of disability, to the extent the option is exercisable on the date of
disability, and provided that it is exercised within the time prescribed in
the Plan. Disability and time of disability shall be determined by the
Committee.
VII. CHANGES IN CAPITAL STRUCTURE:
-----------------------------
The number of shares granted to Optionee will be subject to
adjustment in the case of stock splits, combinations, stock dividends,
reorganization and similar events.
VIII. SUBSTITUTION OR CANCELLATION UPON ACQUISITION:
----------------------------------------------
As used in this article, "Acquisition Event" means (1) any sale or
other disposition of all or substantially all of the assets of the
Corporation or of any participating subsidiary pursuant to a plan which
provides for the liquidation of the Corporation or the participating
subsidiary, (2) any exchange by the holders of all of the outstanding shares
of Common Stock for securities issued by another entity, or in whole or in
part for cash or other property, pursuant to a plan of exchange approved by
the holders of a majority of such outstanding shares, or (3) any transaction
to which 425(a) of the Internal Revenue Code of 1954, as amended, applies and
to which the Corporation or any participating subsidiary is a party in
connection with any Acquisition Event and upon such terms and conditions as
the Board may establish:
(a) The Committee may waive any limitation applicable to any
option or right granted to the Optionee by this Agreement under the Plan so
that such option and right, from and after a date prior to the Acquisition
Event that is specified by the Committee, shall be exercisable in full.
(b) If the Committee so determines, the Optionee may be given the
opportunity to make a final settlement for the entire unexercised portion of
any option and any right granted by this Agreement under the Plan, including
any portion not then currently exercisable, in any one or more of the
following matters:
(i) Surrender such unexercised portion for cancellation in exchange
for the payment in cash of an amount not less than the difference between the
value per share of Common Stock as measured by the value to be received by
the holders of the outstanding shares of Common Stock pursuant to the terms
of the Acquisition Event, as determined by the Committee in its discretion,
and the price at which such option and right is or would become exercisable,
multiplied by the number of shares represented by such unexercised portion.
(ii) Exercise such option and right, including any portion not
then otherwise currently exercisable, prior to the Acquisition Event so that
the Optionee would be entitled, with respect to shares thereby acquired, to
participate in the Acquisition Event as a holder of Common Stock.
(iii) Surrender such option and right for cancellation in exchange
for a substitute option, with or without a related stock appreciation right,
providing substantially equal benefits and granted or to be granted by an
employer corporation, or a parent or subsidiary of such an employer
corporation, that after the Acquisition Event is expected to continue to
conduct substantially the same business as that acquired from the Corporation
or a participating subsidiary pursuant to the Acquisition Event.
If the Optionee is given one or more of such opportunities with
respect to the entire unexercised portion of any option and right granted by
this Agreement, the option and right may be canceled by the Corporation upon
the occurrence of the Acquisition Event and thereafter the Optionee will be
entitled only to receive the appropriate benefit pursuant to clause (i),
(ii), or (iii) above, whichever may be applicable.
The provisions of this article are not intended to be exclusive of
any other arrangements that the Board might approve for settlement of any or
all outstanding options and rights in connection with an Acquisition Event or
otherwise.
IX. ADMINISTRATION:
---------------
The Plan is administered by a committee of non-employee directors
appointed by the Board of Directors of the Corporation ("Committee") to whom
all correspondence shall be directed.
X. MISCELLANEOUS:
--------------
(a) Interpretation: Any inconsistencies between the provisions of
this Option Agreement and the Plan shall be governed by the terms and
provisions of the Plan. Optionee is referred to the Plan to determine all of
his rights and obligations, only a portion of which have been set forth in
this Agreement.
(b) Acknowledgment: By execution of this Agreement, Optionee
acknowledges receipt of a duplicate copy of the same as notification of his
grant of options and that Optionee agrees in consideration of such option he
will abide by all the terms and conditions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first above-written.
VICORP Restaurants, Inc.
By /s/ Charles R. Frederickson
----------------------------
Charles R. Frederickson, Chairman
/s/ Robert E. Kaltenbach
------------------------------
Robert E. Kaltenbach, Optionee
This is Page 4 of a 4-page Option Agreement between VICORP Restaurants, Inc.
and Robert E. Kaltenbach dated October 2, 1998.
OPTION AGREEMENT
This agreement is entered into this second day of October, 1998, by
and between VICORP Restaurants, Inc. (the Corporation), and Joseph F.
Trungale (Optionee).
WHEREAS, the Corporation has adopted the Amended and Restated 1982
Stock Option Plan ("Plan"), which Plan is in full force and effect; and
WHEREAS, pursuant to Article VIII of the Plan, the Committee of
Non-Employee Directors is to notify the recipient of the grant of any option
in a writing delivered in duplicate either in person or by mail,
NOW, THEREFORE, the parties hereto acknowledge and agree as follows:
I. GRANT:
------
Optionee is hereby granted a non-qualified option to purchase under
the terms of the plan 50,000 shares of the Corporation's common stock (par
value $0.05 per share) for an exercise price of $14.25 per share. The
options shall be vested according to the following schedule:
16,666 shares will vest on October 2, 1999
16,667 shares will vest on October 2, 2000
16,667 shares will vest on October 2, 2001
II. TERM:
-----
Each option granted shall expire ten years from the date of grant,
unless canceled or terminated earlier in accordance with the terms of the
Plan.
III. EXERCISE OF OPTIONS:
--------------------
Only options which are vested may be exercised.
IV. MANNER OF EXERCISE:
-------------------
(a) Notice to the Corporation: Each exercise of an option shall
be made by the delivery by the Optionee of written notice of such election to
the Corporation, either in person or by mail, stating the number of shares
with respect to which the option is being exercised and specifying a date on
which the shares will be taken and payment made therefor. The date shall be
at least fifteen (15) days after the giving of such notice, unless an earlier
date shall have been mutually agreed upon.
(b) Issuance of Stock: Subject to any law or regulation of the
Securities and Exchange Commission or other body having jurisdiction
requiring an action to be taken in connection with the shares specified in a
notice of election before the shares can be delivered to the Optionee, on the
date specified in the notice of election, the Corporation shall deliver, or
cause to be delivered to the Optionee stock certificates for the number of
shares with respect to which the option is being exercised, against payment
therefor (including payment of any tax required to be withheld). In the
event of any failure to take and pay, on the date stated, for the full number
of shares specified in the notice of election, the option shall become
inoperative only as to those shares which are not taken or paid for, but
shall continue with respect to any remaining shares subject to the option as
to which exercise has not yet been made.
V. ASSIGNMENT:
-----------
Any option granted under the Plan shall not be assigned, pledged,
or hypothecated in any way, shall not be subject to execution, and shall not
be transferable other than by will or the laws of descent and distribution.
Any attempted assignment or other prohibited disposition shall be null and
void.
VI. TERMINATION:
------------
(a) Termination Other Than At Death Or Disability: If the
Optionee terminates his position as an Employee of the Corporation for any
reason other than death or disability, any unexpired and unexercised granted
options shall be canceled three months after the effective date of the
Optionee's termination.
(b) Termination At Death Or Disability: In the event of the death
of the Optionee, any option held by him at the time of his death shall be
transferred as provided in his will or by the laws of descent and
distribution, and may be exercised by such transferee at any time within
twelve months after the date of death, to the extent the option is
exercisable on the date of death, and provided it is exercised within the
time prescribed in the Plan. In the event of the disability of the Optionee,
any option held by him may be exercised in whole or in part, by the Optionee
or his personal representative at any time within twelve months after the
date of disability, to the extent the option is exercisable on the date of
disability, and provided that it is exercised within the time prescribed in
the Plan. Disability and time of disability shall be determined by the
Committee.
VII. CHANGES IN CAPITAL STRUCTURE:
-----------------------------
The number of shares granted to Optionee will be subject to
adjustment in the case of stock splits, combinations, stock dividends,
reorganization and similar events.
VIII. SUBSTITUTION OR CANCELLATION UPON ACQUISITION:
----------------------------------------------
As used in this article, "Acquisition Event" means (1) any sale or
other disposition of all or substantially all of the assets of the
Corporation or of any participating subsidiary pursuant to a plan which
provides for the liquidation of the Corporation or the participating
subsidiary, (2) any exchange by the holders of all of the outstanding shares
of Common Stock for securities issued by another entity, or in whole or in
part for cash or other property, pursuant to a plan of exchange approved by
the holders of a majority of such outstanding shares, or (3) any transaction
to which 425(a) of the Internal Revenue Code of 1954, as amended, applies and
to which the Corporation or any participating subsidiary is a party in
connection with any Acquisition Event and upon such terms and conditions as
the Board may establish:
(a) The Committee may waive any limitation applicable to any
option or right granted to the Optionee by this Agreement under the Plan so
that such option and right, from and after a date prior to the Acquisition
Event that is specified by the Committee, shall be exercisable in full.
(b) If the Committee so determines, the Optionee may be given the
opportunity to make a final settlement for the entire unexercised portion of
any option and any right granted by this Agreement under the Plan, including
any portion not then currently exercisable, in any one or more of the
following matters:
(i) Surrender such unexercised portion for cancellation in
exchange for the payment in cash of an amount not less than the difference
between the value per share of Common Stock as measured by the value to be
received by the holders of the outstanding shares of Common Stock pursuant to
the terms of the Acquisition Event, as determined by the Committee in its
discretion, and the price at which such option and right is or would become
exercisable, multiplied by the number of shares represented by such
unexercised portion.
(ii) Exercise such option and right, including any portion not
then otherwise currently exercisable, prior to the Acquisition Event so that
the Optionee would be entitled, with respect to shares thereby acquired, to
participate in the Acquisition Event as a holder of Common Stock.
(iii) Surrender such option and right for cancellation in exchange
for a substitute option, with or without a related stock appreciation right,
providing substantially equal benefits and granted or to be granted by an
employer corporation, or a parent or subsidiary of such an employer
corporation, that after the Acquisition Event is expected to continue to
conduct substantially the same business as that acquired from the Corporation
or a participating subsidiary pursuant to the Acquisition Event.
If the Optionee is given one or more of such opportunities with
respect to the entire unexercised portion of any option and right granted by
this Agreement, the option and right may be canceled by the Corporation upon
the occurrence of the Acquisition Event and thereafter the Optionee will be
entitled only to receive the appropriate benefit pursuant to clause (i),
(ii), or (iii) above, whichever may be applicable.
The provisions of this article are not intended to be exclusive of
any other arrangements that the Board might approve for settlement of any or
all outstanding options and rights in connection with an Acquisition Event or
otherwise.
IX. ADMINISTRATION:
---------------
The Plan is administered by a committee of non-employee directors
appointed by the Board of Directors of the Corporation ("Committee") to whom
all correspondence shall be directed.
X. MISCELLANEOUS:
--------------
(a) Interpretation: Any inconsistencies between the provisions of
this Option Agreement and the Plan shall be governed by the terms and
provisions of the Plan. Optionee is referred to the Plan to determine all of
his rights and obligations, only a portion of which have been set forth in
this Agreement.
(b) Acknowledgment: By execution of this Agreement, Optionee
acknowledges receipt of a duplicate copy of the same as notification of his
grant of options and that Optionee agrees in consideration of such option he
will abide by all the terms and conditions of the Plan.
IN WITNESS WHEREOF, the parties hereto have executed this Option
Agreement as of the day and year first above-written.
VICORP Restaurants, Inc.
By /s/ Charles R. Frederickson
------------------------------
Charles R. Frederickson, Chairman
/s/ Joseph F. Trungale
------------------------------
Joseph F. Trungale, Optionee
This is Page 4 of a 4-page Option Agreement between VICORP Restaurants, Inc.
and Joseph F. Trungale dated October 2, 1998.
INCENTIVE PROGRAM DOCUMENT
Defined Positions of Officers and Director
APPROVALS
---------
Buck Frederickson 12/14/98
______________________________________
Buck Frederickson, Chairman Date
Effective: November 2, 1998
Supersedes: All previous stated and/or implied compensation and incentive
plans.
This compensation plan is applicable to all Corporate (or non-operating)
Officer-level positions and select Director-level positions within VICORP
Restaurants, Inc. (hereafter referred to as VICORP). Attachment A to this
Plan Document details the defined positions. This plan defines the method
of compensation for the period beginning November 2, 1998 and ending
October 31, 1999.
BASE COMPENSATION
A. Base compensation is defined as that compensation paid bi-weekly. Where
applicable, vacation and holiday pay will be predicated upon the base
compensation rate.
B. Base compensation will be determined based upon using the approved
salary wage rates and salary wage ranges as a guideline.
C. Participants in this program will be reviewed on an annual basis and any
adjustments to the base rate will be based upon overall performance and
wage range placement. Any merit increase approved must be such that the
resulting salary is within the wage range for the position. Officer
compensation must be approved by the Compensation Committee of VICORP's
Board of Directors.
BONUS PROGRAM
A. General. Participants are eligible by virtue of assignment to an
officer or director level position that is not eligible for any other
Incentive Program (i.e., field). A list of approved bonus eligible
positions for FY'99 is detailed on Attachment A. The bonus program is
predicated upon achievement of overall VICORP performance against a set
baseline Earnings Before Interest and Taxes (E.B.I.T.) target.
NOTE: E.B.I.T. will be computed in accordance with Generally Accepted
Accounting Principles.
B. Bonus. The bonus plan is established based upon attainment of E.B.I.T.
For Fiscal Year 1999, Target E.B.I.T. is $19,397,000 (which is before
payment of bonuses).
C. Distribution of Bonus
Eligible individuals participate in the bonus based upon:
1. The target bonus percentage assigned to the position; and,
2. The attainment of the E.B.I.T. Target.
The following chart summarizes the method of payout.
<TABLE>
<CAPTION>
% of E.B.I.T. % OF Target ------------- Payout % --------------
Target Attained Payout Level 1 Level 2 Level 3 Level 4
--------------- ----------- ------- ------- ------- -------
<S> <C> <C> <C> <C> <C>
80% 25% 8.75% 7.5% 6.25% 3.75%
85% 45% 15.75% 13.5% 11.25% 6.75%
90% 65% 22.75% 19.5% 16.25% 9.75%
95% 85% 29.75% 25.5% 21.25% 12.75%
100% 100% 35% 30% 25% 15%
105% 110% 38.5% 33% 27.5% 16.5%
110% 120% 42% 36% 30% 18%
115% 130% 45.5% 39% 32.5% 19.5%
120% 140% 49% 42% 35% 21%
greater
</TABLE>
The targeted bonus percentages assigned to positions are as follows:
Corporate Executive Vice Presidents 35%
Sr. Vice Presidents 30%
Vice President 25%
Defined Director-level Positions 15%
These percentages are applied to the incumbent's base salary as of
October 31, 1998.
Individual participants will be advised of their eligibility and their
target %..
PAYMENT OF BONUSES
A. Bonus payments will be made within 90 days following the end of the
fiscal year close. Payments are subject to normal tax withholding and
are paid via the payroll system. Bonus eligible participants must be
actively employed at the end of the fiscal year to be eligible for
payment.
GENERAL CONDITIONS
A. This Plan does not constitute a contract of employment and does not in
any way diminish or limit VICORP Restaurants, Inc. to terminate the
employment of any individual at will, at any time, and at its sold
discretion.
B. Management may, at its discretion and at any time, change, modify, amend
or discontinue this Plan without advance notification.
C. Neither this, nor any other document, is intended to be construed as a
guarantee of employment nor a guarantee base or incentive compensation.
Compensation targets are often expressed in terms of annual dollars for
ease of communication. In no way should annualized salary targets be
construed as "promises to pay" or entitlements.
D. The Corporation's audited financial statements serve as the documents
against with bonus is earned and computed.
E. Initial participation (by virtue of assignment to a bonus-eligible
position) will be pro-rated based upon the number of full months the
incumbent is in a bonus-eligible position.
F. Transfers from a bonus-eligible position to a non-bonus eligible
position during the course of the fiscal year will result in no bonus
consideration for that fiscal year.
G. Should there be an extraordinary event such as an acquisition, merger,
divestiture, extraordinary expenses, etc. that positively, negatively,
or materially affects E.B.I.T., the E.B.I.T. threshold numbers will be
reevaluated.
INCENTIVE PROGRAM DOCUMENT
President
Bakers Square Restaurants
APPROVAL
--------
/s/ Charles R. Frederickson 12/14/98
_________________________________________________________
C. Frederickson, Chairman-VICORP Restaurants, Inc. Date
Effective: November 2, l998
Supersedes: All previous stated and/or implied compensation and incentive
plans and agreements.
This compensation plan is applicable to the individual assigned to the
position of President - Bakers Square Restaurants (Bakers Square being a part
of VICORP Restaurants, Inc.). This plan defines the method of compensation
for the period beginning November 2, l998 and ending October 31, l999.
BASE COMPENSATION
A. Base compensation is defined as that compensation paid bi-weekly. Where
applicable, vacation and holiday pay will be predicated upon the base
compensation rate.
B. Base compensation is set and approved by the Board of Directors.
BONUS PROGRAM
The individual compensated under this plan is eligible by virtue of
assignment to the position.
The bonus is set based upon overall Net Bakers Square Store Operating Profit.
The incumbent is eligible for a year-end bonus based upon the following table:
<TABLE>
<CAPTION>
Total Net S.O.P Leverage Factor Total Payout $
--------------- --------------- --------------
( % of Base )
<S> <C> <C>
$21,000,000 CAP 60% $150,000
$20,125,000 to $20,999,999 50% $125,000
$19,250,000 to $20,124,999 45% $112,500
$18,375,000 to $19,249,999 40% $100,000
$17,500,000 to $18,374,999 35% $ 87,500
$16,625,000 to $17,499,999 30% $ 75,000
$15,750,000 to $16,624,999 20% $ 50,000
$14,875,000 to $15,749,999 10% $ 25,000
</TABLE>
NOTE: If total Net Bakers Square S.O.P. is less than $14,875,000, no
year-end bonus is payable.
PAYMENT OF BONUSES
A. An employee must be actively employed on the last day of the fiscal
period to have earned a bonus for that period.
B. Payment of bonuses will occur at the end of the year in which it was
earned and will be paid within 45 days following the close of the fiscal
year.
GENERAL CONDITIONS
A. This Plan does not constitute a contract of employment and does not in
any way diminish or limit VICORP Restaurants, Inc. (d.b.a. Bakers Square
Restaurants) ability to terminate the employment of any individual at
will, at any time, and at its sole discretion or for the employee, at
any time, to terminate employment with VICORP.
B. Senior Management may, at its discretion and at any time, change,
modify, amend or discontinue this Plan without advance notification.
C. Neither this, nor any other document, is intended to be construed as a
guarantee of employment nor a guarantee base or incentive compensation.
Compensation targets are often expressed in terms of annual dollars for
ease of communication. In no way should annualized salary targets be
construed as "promises to pay" or entitlements.
D. The Bakers Square S.O.P. will be based on the company's fiscal year P&L
Statements and these serve as the documents against which bonus is earned
and computed. Any alleged discrepancies or errors will be resolved by
senior management with respect to computation and/or calculation of P&L
statements.
E. In no case will more than one individual be compensated under this
Incentive Plan.
F. Should there be an extraordinary event such as an acquisition, merger,
divestiture, or extraordinary expenses, etc. that positively,
negatively, or materially affects Store Operating Profit, the S.O.P.
threshold numbers will be reevaluated.
INCENTIVE PROGRAM DOCUMENT
President
Village Inn Restaurants
APPROVAL
--------
/s/ Charles R. Frederickson 12/14/98
_________________________________________________________
C. Frederickson, Chairman-VICORP Restaurants, Inc. Date
Effective: November 2, l998
Supersedes: All previous stated and/or implied compensation and incentive
plans and agreements.
This compensation plan is applicable to the individual assigned to the
position of President-Village Inn Restaurants (Bakers Square being a part of
VICORP Restaurants, Inc.). This plan defines the method of compensation for
the period beginning November 2, l998 and ending October 31, l999.
BASE COMPENSATION
A. Base compensation is defined as that compensation paid bi-weekly. Where
applicable, vacation and holiday pay will be predicated upon the base
compensation rate.
B. Base compensation is set and approved by the Board of Directors.
BONUS PROGRAM
The individual compensated under this plan is eligible by virtue of
assignment to the position.
The bonus is set based upon overall Net Village Inn Store Operating Profit.
The incumbent is eligible for a year-end bonus based upon the following table:
<TABLE>
<CAPTION>
Total Net S.O.P Leverage Factor Total Payout $
--------------- --------------- --------------
( % of Base )
<S> <C> <C>
$26,000,000 CAP 60% $180,000
$25,500,000 to $25,999,999 50% $150,000
$25,000,000 to $25,499,999 45% $135,000
$24,500,000 to $24,999,999 40% $120,000
$24,000,000 to $24,499,999 35% $105,000
$23,500,000 to $23,999,999 30% $ 90,000
$23,000,000 to $23,499,999 20% $ 60,000
$22,500,000 to $22,999,999 10% $ 30,000
</TABLE>
NOTE: If total Net Village Inn S.O.P. is less than $22,500,000 no
year-end bonus is payable.
PAYMENT OF BONUSES
A. An employee must be actively employed on the last day of the fiscal
period to have earned a bonus for that period.
B. Payment of bonuses will occur at the end of the year in which it was
earned and will be paid within 45 days following the close of the fiscal
year.
GENERAL CONDITIONS
A. This Plan does not constitute a contract of employment and does not in
any way diminish or limit VICORP Restaurants, Inc. (d.b.a. Village Inn
Restaurants) ability to terminate the employment of any individual at
will, at any time, and at its sole discretion or for the employee, at
any time, to terminate employment with VICORP.
B. Senior Management may, at its discretion and at any time, change,
modify, amend or discontinue this Plan without advance notification.
C. This, nor any other document, is intended to be construed as a guarantee
of employment nor a guarantee base or incentive compensation.
Compensation targets are often expressed in terms of annual dollars for
ease of communication. In no way should annualized salary targets be
construed as "promises to pay" or entitlements.
D. The Village Inn S.O.P. will be based on the company's fiscal year P&L
Statements and these serve as the documents against which bonus is earned
and computed. Any alleged discrepancies or errors will be resolved by
senior management with respect to computation and/or calculation of P&L
statements.
E. In no case will more than one individual be compensated under this
Incentive Plan.
F. Should there be an extraordinary event such as an acquisition, merger,
divestiture, or extraordinary expenses, etc. that positively,
negatively, or materially affects Store Operating Profit, the S.O.P.
threshold numbers will be reevaluated.
