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EXHIBIT 4.3
FORM OF
RARE HOSPITALITY INTERNATIONAL, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
This Stock Option Agreement ("Option Agreement") is made as of the ____
day of ______, ____ by and between RARE HOSPITALITY INTERNATIONAL, INC., a
Georgia corporation (hereinafter referred to as the "Corporation"), and
___________________, a resident of the State of ________ (hereinafter referred
to as the "Optionee").
The Optionee is employed by the Corporation and, in connection with
such employment, the Corporation desires to grant to the Optionee an option to
purchase shares of the Corporation's no par value common stock as provided in
this Option Agreement.
The option granted in this Option Agreement is not granted under the
Corporation's 1997 Long-Term Incentive Plan or under any other stock option plan
of the Corporation; however, the option granted in this Option Agreement is
granted on the same terms as those provided in the Corporation's 1997 Long-Term
Incentive Plan and this option shall be administered by the Corporation's Stock
Option Committee in the same fashion as such committee administers options
granted under the 1997 Long-Term Incentive Plan.
In consideration of the services of the Optionee for the Corporation
and other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the Corporation and the Optionee hereby agree as
follows:
1. Grant of Option. The Corporation hereby grants to the Optionee
a non-qualified stock option to purchase, on the terms and conditions set forth
in this Agreement and to the extent applicable to this Option Agreement on the
terms of the Corporation's 1997 Long-Term Incentive Plan (the "Plan"), which
terms are incorporated herein by this reference, ______________ shares of the
Corporation's no par value common stock (the "Stock"), at a price of _________
per share (the "Option"). The option granted hereby is not granted under the
Plan but is granted on the same terms as provided in the Plan. Capitalized terms
used herein and not otherwise defined shall have the meanings assigned such
terms in provisions of the Plan.
2. Vesting of Option. Unless the exercisability of the Option is
accelerated by the Corporation's Stock Option Committee in accordance with
Article 13 of the provisions of the Plan, the Option shall vest (become
exercisable) only in cumulative periodic installments as follows:
(a) During the year following the date of this Agreement,
the Option shall be exercisable as to none of the shares subject to the
Option;
(b) During the period beginning one year after the date
of this Agreement and for a period of one year thereafter, the Option
shall be exercisable as to _________ of the shares described in Section
1 above, minus the number of shares, if any, as to which the Option has
been previously exercised;
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(c) During the period beginning two years after the date
of this Agreement and for a period of one year thereafter the Option
shall be exercisable with respect to _________ of the shares described
in Section 1 above, minus the number of shares, if any, as to which the
Option has been previously exercised; and
(d) During the period beginning three years after the
date of this Agreement and for the remainder of its term, the Option
shall be exercisable with respect to all of the shares described in
Section 1 above, minus the number of shares, if any, as to which the
Option has been previously exercised.
3. Period of Option and Limitations on Right to Exercise. The
Option will, to the extent not previously exercised, lapse under the earliest of
the following circumstances; provided, however, that the Committee may, prior to
the lapse of the Option under the circumstances described in subsections (b),
(c) and (d) below, provide in writing that the Option will extend until a later
date:
(a) The Option shall lapse as of 5:00 p.m., Eastern Time,
on the day immediately prior to the tenth anniversary of the date of
grant (the "Expiration Date").
(b) The Option shall lapse three months after the
termination of Optionee's employment for any reason other than the
Optionee's death or Disability; provided, however, that if the
Optionee's employment is terminated by the Corporation for cause or by
the Optionee without reason and without the consent of the Corporation,
the Option shall lapse immediately.
(c) If the Optionee's employment terminates by reason of
Disability, the Option shall lapse one year after the date of the
Optionee's termination of employment.
(d) If the Optionee dies while employed, or during the
three-month period described in subsection (b) above or during the
one-year period described in subsection (c) above and before the Option
otherwise lapses, the Option shall lapse one year after the date of the
Optionee's death. Upon the Optionee's death, the Option may be
exercised by the Optionee's beneficiary.
If the Optionee or his beneficiary exercises an Option after
termination of employment, the Option may be exercised only with respect to the
shares that were otherwise vested on the Optionee's termination of employment
including vesting by acceleration by the Corporation's Stock Option Committee in
accordance with Article 13 of the provisions of the Plan.
4. Exercise of Option. The Option shall be exercised by written
notice directed to the Secretary of the Corporation at the principal executive
offices of the Corporation, in substantially the form attached hereto as Exhibit
A, or such other form as the Committee may approve. Such written notice shall be
accompanied by full payment in cash, shares of Stock previously acquired by the
Optionee, or any combination thereof, for the number of shares specified in such
written notice; provided, however, that if shares of Stock are used to pay the
exercise price, such shares must have been held by the Optionee for at least six
months. The Fair Market Value of the surrendered Stock as of the date of the
exercise shall be determined in valuing Stock used in payment of the exercise
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price. To the extent permitted under Regulation T of the Federal Reserve Board,
and subject to applicable securities laws, the Option may be exercised through a
broker in a so-called "cashless exercise" whereby the broker sells the Option
shares and delivers cash sales proceeds to the Corporation in payment of the
exercise price.
Subject to the terms of this Option Agreement, the Option may be
exercised at any time and without regard to any other option held by the
Optionee to purchase stock of the Corporation.
5. Limitation of Rights. The Option does not confer to the
Optionee or the Optionee's personal representative any rights of a shareholder
of the Corporation unless and until shares of Stock are in fact issued to such
person in connection with the exercise of the Option. Nothing in this Option
Agreement shall interfere with or limit in any way the right of the Corporation
or any Subsidiary to terminate the Optionee's employment at any time, nor confer
upon the Optionee any right to continue in the employ of the Corporation or any
Subsidiary.
6. Stock Reserve. The Corporation shall at all times during the
term of this Option Agreement reserve and keep available such number of shares
of Stock as will be sufficient to satisfy the requirements of this Option
Agreement.
7. Optionee's Covenant. The Optionee hereby agrees to use his
best efforts to provide services to the Corporation in a workmanlike manner and
to promote the Corporation's interests.
8. Restrictions on Transfer and Pledge. The Option may not be
pledged, encumbered, or hypothecated to or in favor of any party other than the
Corporation or a Parent or Subsidiary, or be subject to any lien, obligation, or
liability of the Optionee to any other party other than the Corporation or a
Parent or Subsidiary. The Option is not assignable or transferable by the
Optionee other than by will or the laws of descent and distribution; provided,
however, that the Committee may (but need not) permit other transfers where the
Committee concludes that such transferability (i) does not result in accelerated
taxation and (ii) is otherwise appropriate and desirable, taking into account
any state or federal tax or securities laws applicable to transferable options.
The Option may be exercised during the lifetime of the Optionee only by the
Optionee.
9. Restrictions on Issuance of Shares. If at any time the Board
shall determine in its discretion, that listing, registration or qualification
of the shares of Stock covered by the Option upon any securities exchange or
under any state or federal law, or the consent or approval of any governmental
regulatory body, is necessary or desirable as a condition to the exercise of the
Option, the Option may not be exercised in whole or in part unless and until
such listing, registration, qualification, consent or approval shall have been
effected or obtained free of any conditions not acceptable to the Board. The
Corporation shall be responsible for (i) reasonably and promptly pursuing,
prosecuting and obtaining any listing, registration, qualification, consent or
approval required hereunder on a timely basis in accordance with all applicable
laws and (ii) all costs or expenses incurred in connection therewith.
10. Successors. This Option Agreement shall be binding upon any
successor of the Corporation, in accordance with the terms of this Option
Agreement and the provisions of the Plan as incorporated herein.
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11. Severability. If any one or more of the provisions contained
in this Option Agreement are invalid, illegal or unenforceable, the other
provisions of this Option Agreement will be construed and enforced as if the
invalid, illegal or unenforceable provision had never been included.
12. Notice. Notices and communications under this Option Agreement
must be in writing and either personally delivered or sent by registered or
certified United States mail, return receipt requested, postage prepaid. Notices
to the Corporation must be addressed to:
RARE Hospitality International, Inc.
8215 Roswell Road
Building 200
Atlanta, Georgia 30350
Attention: Chief Financial Officer
or any other address designated by the Corporation in a written notice to the
Optionee. Notices to the Optionee will be directed to the address of the
Optionee then currently on file with the Corporation, or at any other address
given by the Optionee in a written notice to the Corporation.
IN WITNESS WHEREOF, RARE Hospitality International, Inc., acting by and
through its duly authorized officers, has caused this Option Agreement to be
executed, and the Optionee has executed this Option Agreement, all as of the day
and year first above written.
RARE Hospitality International, Inc.
By:
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Name:
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Title:
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OPTIONEE:
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Name:
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EXHIBIT A
NOTICE OF EXERCISE OF OPTION TO PURCHASE
COMMON STOCK OF
RARE HOSPITALITY INTERNATIONAL, INC.
Name
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Address:
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Date
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RARE Hospitality International, Inc.
8215 Roswell Road
Building 200
Atlanta, Georgia 30350
Attention: Chief Financial Officer
Re: Exercise of Non-Qualified Stock Option
I elect to purchase ______________ shares of Common Stock of RARE
Hospitality International, Inc. ("RARE") pursuant to the RARE Hospitality
International, Inc. Non-Qualified Stock Option Agreement dated ______________.
The purchase will take place on the Exercise Date which will be as soon as
practicable following the date this notice and all other necessary forms and
payments are received by RARE, unless I specify a later date (not to exceed 30
days following the date of this notice).
On or before the Exercise Date, I will pay the full exercise price in
the form specified below (check one):
[ ] Cash Only: by delivering a check to RARE Hospitality
International, Inc. for $___________.
[ ] Cash and Shares: by delivering a check to RARE Hospitality
International, Inc. for $_________ for the part of the
exercise price. I will pay the balance of the exercise price
by delivering to RARE a stock certificate with my endorsement
for shares of RARE Stock that I have owned for at least six
months. If the number of shares of RARE Stock represented by
such stock certificate exceeds the number needed to pay the
exercise price, RARE will issue me a new stock certificate for
the excess.
[ ] Shares Only: by delivering to RARE a stock certificate with
my endorsement for shares of RARE Stock that I have owned for
at least six months. If the number of shares of RARE Stock
represented by such stock certificate
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exceeds the number needed to pay the exercise price, RARE will
issue me a new stock certificate for the excess.
[ ] Cash From Broker: by delivering the purchase price from
_______________________, a broker, dealer or other "creditor"
as defined by Regulation T issued by the Board of Governors of
the Federal Reserve System (the "Broker"). I authorize RARE to
issue a stock certificate in the number of shares indicated
above in the name of the Broker in accordance with
instructions received by RARE from the Broker and to deliver
such stock certificate directly to the Broker (or to any other
party specified in the instructions from the Broker) upon
receiving the exercise price from the Broker.
Please deliver the stock certificate to me (unless I have chosen to pay
the purchase price through a broker).
Very truly yours,
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AGREED TO AND ACCEPTED:
RARE HOSPITALITY INTERNATIONAL, INC.
By:
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Title:
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Number of Option Shares
Exercised:
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Number of Option Shares
Remaining:
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Date:
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