Exhibit 99.2
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THE QUIZNO'S CORPORATION
AMENDED AND RESTATED STOCK OPTION PLAN FOR
DIRECTORS AND ADVISORS
(As Amended Through June 22, 2000)
The purposes of The Quizno's Corporation's Amended and Restated Stock Option
Plan for Directors and Advisors (the "Plan") are to (i) enable The Quizno's
Corporation (the "Company") to attract and retain qualified directors and
advisors who will serve and advise the Company regarding the establishment and
satisfaction of long-term, strategic objectives, (ii) furnish an incentive to
directors and advisors of the Company by making ownership in the Company
available to them and (iii) amend and restate the Company's original
Non-Employee Director Stock Option Plan, adopted by the Board on the November
30, 1993 and approved by the stockholders on December 20, 1993, under which no
options were granted. Options granted under the Plan do not qualify as
"incentive stock options" under Section 422 of the Internal Revenue Code of
1986, as amended (the "Code").
ARTICLE I
Definitions
For Plan purposes, except where the context clearly indicates otherwise, the
following terms shall have the following meanings:
"Advisors" shall mean any person or persons appointed or designated by
resolution of the Board as an advisor to the Company or the Board.
"Board" shall mean the Board of Directors of the Company.
"Closing Price," see definition in "Fair Market Value."
"Committee" shall mean the Compensation Committee of the Board, or such other
Committee of the Board as the Board shall designate from time to time, which
other Committee shall consist of three or more directors appointed by the Board
from time to time.
"Company" shall mean The Quizno's Corporation.
"Eligible Participant" shall mean any Advisor or member of the Board.
"Option" shall mean a right to purchase Shares granted pursuant to the Plan and
evidenced by an option certificate or stock option agreement in such form as the
Committee may adopt for general use from time to time.
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"Optionee" shall mean an Eligible Participant to whom an Option is granted
pursuant to this Plan.
"Plan" shall mean The Quizno's Corporation Stock Option Plan for Directors and
Advisors.
"Shares" shall mean shares of the Company's common stock, par value $.001.
"Fair Market Value" of the Shares shall mean the average of the daily Closing
Price, as defined below, per Share for the ten (10) consecutive trading days
commencing fifteen (15) trading days before such date. For purposes hereof,
"Closing Price" shall mean, with respect to each share of the Company's common
stock for any day, (a) the last reported sale price or, in case no such sale
takes place on such day, the average of the closing bid and asking price, in
either case as reported on the principal national securities exchange on which
the Shares are listed or admitted for trading or, (b) if the Shares are not
listed or admitted for trading on national securities exchange, the last
reported sale price, or in the case no such sale takes place on such day, the
average of the highest reported bid and the lowest reported asked quotation for
the Shares, in either case as reported on the Automatic Quotation System of
NASDAQ or a similar service if NASDAQ is no longer reporting such information.
If no such market exists for the Shares, and no such market has existed for the
Shares for ninety (90) days or more, the Board shall make a good faith
determination of the Fair Market Value.
ARTICLE II
Shares Subject to the Plan
The aggregate number of Shares which may be delivered upon exercise of Options
granted under the Plan shall not exceed 300,000, subject to appropriate
adjustment in the event the number of issued Shares shall be increased or
reduced by a change in par value, combination, split-up, merger,
reclassification, distribution of a dividend payable in stock, or the like.
Shares covered by Options which have lapsed or expired may, in the Board's
discretion, again be made subject to grants pursuant to the Plan.
ARTICLE III
Option Grants
3.1 Grant of Options. During the term of this Plan, all Advisors and
directors shall automatically be granted an Option to purchase 4,000
Shares (pro-rated on a quarterly basis for service before an Advisor's
or director's initial January 1st, and subject to appropriate
adjustment in the event the number of issued Shares shall be increased
or reduced by a change in par value, combination, split-up, merger,
reclassification, distribution of a dividend payable in stock, or the
like) on (i) the date of their initial appointment or designation by
the Board as an Advisor or their initial election to the Board, as the
case may be, and (ii) every January 1 subsequent to that appointment,
designation or election; provided, however, that such Advisor or
director continues to hold such position of Advisor or director on such
January 1. An Advisor or director may waive their right to the
automatic grant of an Option as provided herein by notifying the
Company in writing at least ten (10) business days prior to the grant
date.
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3.2 Stock Option Agreement. Each Option shall be evidenced by a written
instrument, in such form as the Committee shall from time to time
approve, which shall state the terms and conditions of the Option in
accordance with the Plan and also shall contain such additional
provisions as may be necessary or appropriate under applicable laws,
regulations and rules.
ARTICLE IV
Terms of Options
4.1 Exercise Price. The Option exercise price per Share shall be one hundred
percent (100%) of the "Closing Price," as defined in Article I above, of a
Share on the date the Option is granted.
4.2 Transfer--Restrictions. All Options shall be exercisable during an
Optionee's lifetime only by such Optionee. Options shall not be
transferable other than by will or the laws of descent and distribution. No
Option shall be subject, in whole or in part, to attachment, execution or
levy of any kind.
4.3 Vesting. All Options granted shall vest and be exercisable on the grant
date.
4.4 Expiration. All Options shall expire ten (10) years from the grant date or,
if an Optionee ceases to be a director or an Advisor of the Company for any
reason, all Options held by such Optionee shall terminate upon the earlier
of (i) three years after the date on which he or she ceased to be a
director or an Advisor, as the case may be, or (ii) ten (10) years from the
date of grant.
4.5 No Rights as Stockholder. No Optionee shall have any rights to dividends or
other rights of a stockholder of the Company prior to the purchase of such
Shares upon the exercise of the Option.
ARTICLE V
Delivery of Shares
No Shares will be delivered upon exercise of an Option until the exercise price
of the option is paid in full (i) in cash, (ii) by the delivery to the Company
of Shares with a Fair Market Value equal to the exercise price of the Option,
(iii) by delivery of a combination of (i) and (ii) with an aggregate Fair Market
Value equal to the exercise price or (iv) by delivery of an Option or Options to
purchase Shares with a net aggregate value (i.e., the aggregate value of all
Shares subject to the exercised options less the aggregate exercise price of
such Options) equal to the exercise price.
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Share certificates issued to Optionees upon exercise of Options may, at the sole
discretion of the Committee, be issued subject to, and bear language limiting
their transfer otherwise than in accordance with, the Plan and applicable state
and federal law, including the then existing regulations under Section 16(b) of
the Securities and Exchange Act of 1934, as amended.
ARTICLE VI
Continuation of Service
Neither this Plan nor the grant of any Option hereunder shall confer upon any
Optionee the right to continue as a director or Advisor of the Company or
obligate the Company to nominate any Optionee for election as a director or
appointment or designation an as Advisor at any time.
ARTICLE VII
Fundamental Transactions
7.1 Merger, Consolidation or Change of Control. In connection with any merger,
consolidation, change in control or similar reorganization, excluding an
initial public offering ("Reorganization"), the Committee may in its
discretion:
(a) Negotiate a binding agreement whereby any acquiring or successor
corporation will assume each Option then outstanding or substitute an
equivalent option meeting the requirements of Section 424(a) of the Code
for each Option outstanding;
(b) Accelerate any applicable vesting provisions; or
(c) Authorize cash payments to Optionees equal to the difference between the
aggregate Exercise Price of each Option then outstanding irrespective of
the Option's current exercisability and the Fair Market Value of the Shares
covered by such Option. Any cash payment which the Company may be required
to make pursuant to such Committee authorization shall be made within sixty
(60) days following such authorization and fully discharge any and all
obligations the Company may have in connection with the Options.
Notwithstanding the forgoing, the Committee shall have no obligation to
take any action with respect to any Option in connection with a
Reorganization.
7.2 Initial Public Offering. Notwithstanding the registration with the
Securities and Exchange Commission of any Shares pursuant to a plan for the
initial public offering of the Company's common stock, the applicable
vesting schedule shall continue to apply to all Options. Upon the
registration of any of the Company's common stock, the optionee must comply
with all applicable federal and state securities laws which apply to such
Optionees and any stock received upon exercise of any options.
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ARTICLE VIII
Plan Administration
8.1 Administration by Committee. The Plan shall be administered by the
Committee. The Committee shall be empowered, subject to the provisions
of the Plan and to any other directives issued by the Board, to
prescribe, amend and rescind rules and regulations of general
application relating to the operation of the Plan and to make all other
determinations necessary or desirable for its proper administration.
Decisions of the Committee shall be final, conclusive and binding upon
all parties, including the Company, the stockholders and the Eligible
Participants.
8.2 Indemnification. Neither the Company, any subsidiary thereof, nor any
director or officer thereof, nor the Committee nor any member of the
Committee shall be liable for any act, omission, interpretation,
construction or determination made in connection with the Plan in good
faith. The Committee and each of its members shall be entitled to
indemnification and reimbursement by the Company in respect of any
claim, loss, damage or expense (including reasonable attorneys, fees
and costs) arising therefrom to the full extent permitted by law and
under any directors and officers liability insurance coverage which may
be in effect from time to time.
ARTICLE IX
Amendment and Discontinuance
The Board is authorized to make such changes in the Plan as it, in its sole
discretion, deems necessary. The Board may at any time suspend or discontinue
the Plan. No action of the Board or of the stockholders, however, shall alter or
impair any Option therefore granted under the Plan except as herein provided.
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ARTICLE X
Adjustments
In the event of a stock dividend, stock split or other subdivision,
consolidation, reorganization or similar change in the outstanding shares of
Common Stock or capital structure of the Company (collectively, a "Stock
Adjustment"), the following shall occur under the Plan: (i) the number of shares
of Common Stock reserved or otherwise available under Article II for Options,
and subject to outstanding Options, shall be adjusted proportionately (and
automatically reduced by any fraction resulting from such adjustment); and (ii)
the Exercise Price per share of outstanding Options shall be adjusted so that
the aggregate Exercise Price payable pursuant to each outstanding Option after
the Stock Adjustment shall equal the aggregate amount so payable prior to the
Stock Adjustment. In the event of any dispute concerning such adjustment, the
decision of the Committee shall be conclusive. if a Stock Adjustment is made,
the Committee shall notify all Optionees of such adjustment within thirty (30)
days of making such an adjustment, which notification shall state the adjusted
number of shares of Common Stock for which a particular Option is exercisable.
ARTICLE XI
Miscellaneous
10.1 No Obligation or Entitlement. It is expressly understood that this Plan
grants powers to the Committee but does not require their exercise; nor
shall any person, by reason of the adoption of this Plan, be deemed to be
entitled to the grant of any Option; nor shall any rights be deemed to
accrue under the Plan except as Options may actually be granted hereunder.
10.2 Other Grants. The adoption of this Plan shall not preclude the Board from
granting options to purchase Shares to any person in connection with his or
her service on the Board without reference to, and outside of, this Plan.
10.3 Expenses. All expenses of the Plan, including the cost of maintaining
records, shall be borne by the Company.
ARTICLE XII
Plan Adoption and Term
This Plan shall become effective upon the (i) adoption by the Board and (ii)
approval by the Company's stockholders at an Annual Meeting of Stockholders.
This Plan shall continue in effect for ten years from the date of its initial
approval by the Company's stockholders. No Option may be granted hereunder after
such ten-year period, but Options granted within such ten-year period may extend
beyond the termination date of the Plan.
