2002 Managing Partner Stock Option Plan - Outback Steakhouse Inc.
OUTBACK STEAKHOUSE, INC.
2002 MANAGING PARTNER STOCK OPTION PLAN
1. Purpose. The purpose of this 2002 Managing Partner Stock
Option Plan ("Plan") is to provide long-term incentives to Managing Partners and
other key employees of OUTBACK STEAKHOUSE, INC., a Delaware corporation (the
"Corporation"), its subsidiaries and affiliated partnerships; to compensate
existing Managing Partners and other key employees for their efforts on behalf
of the Corporation and its subsidiaries; to assist in retaining people of
ability and initiative in professional, management and other key positions; and
to induce such Managing Partners and other key employees to refrain from
competing with the Corporation and its subsidiaries. These purposes are intended
to be achieved, in part, through the grant of stock options ("Options"), some of
which are intended to qualify as "Incentive Stock Options" within the meaning of
Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). In
the event and to the extent that in connection with the grant of Options
intended to qualify as such "Incentive Stock Options" this Plan shall not
conform with a pertinent mandatory requirement under Section 422 or any related
Treasury Regulation, then this Plan shall be deemed to have incorporated such a
mandatory provision and shall be construed accordingly, notwithstanding any
other provision contained in this Plan to the contrary.
2. Administration of the Plan. The Plan shall be administered by
a committee of the board of directors of the Corporation (the "Board") or, at
the Board's election, by the full Board (such committee or the Board, if it
administers the Plan, the "Committee"). Any Committee designated by the Board to
administer the Plan shall consist of two or more members.
The Committee shall have full power to interpret and administer the
Plan and, subject to Section 4 hereof, full authority to select the eligible
individuals to whom Options will be granted and to determine the type and amount
of Options to be granted to each participant, the terms and conditions of
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Options granted under the Plan and the terms and conditions of the agreements
which will be entered into with participants.
The Committee shall have the authority to adopt, alter and repeal such
rules, guidelines and practices governing the Plan as it shall, from time to
time, deem advisable; to interpret the terms and provisions of the Plan and any
Option issued under the Plan (and any agreements relating thereto); to direct
employees of the Corporation or other advisors to prepare such materials or
perform such analysis as the Committee deems necessary or appropriate; and
otherwise to supervise the administration of the Plan.
Any interpretation or administration of the Plan by the Committee, and
all actions of the Committee, shall be final, binding and conclusive on the
Corporation, its stockholders, subsidiaries, and all participants in the Plan,
their respective legal representatives, successors and assigns, and upon all
persons claiming under it through any of them. No member of the Board or of the
Committee shall incur any liability for any action taken or omitted, or any
determination made, in good faith in connection with the Plan.
3. Shares Subject to this Plan. The total number of shares which
may be issued and sold upon exercise of Options granted pursuant to this Plan
shall not exceed 7,500,000 shares of the Corporation's Common Stock, $.01 par
value ("Common Stock"), except to the extent of adjustments authorized by
Paragraph 7 of this Plan. The maximum number of shares of Common Stock as to
which options may be granted to any one individual under the Plan during its
term is 600,000, except to the extent of adjustments authorized by Paragraph 7
of this Plan. Such Common Stock may be treasury shares or authorized but
unissued shares or a combination of the foregoing. If an Option granted under
this Plan shall expire or terminate for any reason other than its exercise, the
shares subject to, but not delivered under, such Option shall be available for
the grant of other Options to the same employee or other employees. The
Committee will maintain records showing the cumulative total of number of
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shares of Common Stock subject to Options outstanding under the Plan.
4. Eligibility. The Committee may, from time to time and upon
such terms and conditions as it may determine, authorize the granting of Options
to Managing Partners and other key salaried employees of the Corporation or any
of its subsidiaries or affiliated partnerships (each an "Optionee") to purchase
from the Corporation shares of Common Stock and may fix the number of shares to
be covered by such Option; provided, however, no Options may be granted under
this Plan to any Director or Officer of the Company or any of its subsidiaries
or affiliated partnerships. Successive Options may be granted to the same person
whether or not the Option or Options first granted to such person remain
unexercised.
Options granted under the Plan may be (i) options which are intended to
qualify as incentive stock options under Section 422 of the Code ("Incentive
Stock Options"); (ii) options which are not intended to qualify under Section
422 of the Code; or (iii) both of the foregoing if granted separately, not in
tandem. No option granted under the Plan shall be an Incentive Stock Option
unless the stock option agreement evidencing such option specifically states
that the option is intended to be an Incentive Stock Option.
5. Term of Option and Transferability. The term of each Option
granted under the Plan shall be established by the Committee, but the term of
Incentive Stock Options shall not exceed ten years from the date of grant;
provided, however, that in the case of an Optionee who owns stock possessing
more than 10% of the total combined voting power of all classes of stock of the
Corporation or of its parent or subsidiary corporations at the time an Option
which is intended to qualify as an Incentive Stock Option is granted, the term
of such Option shall not exceed five years from the date of grant. No Option
shall be transferable by the Optionee otherwise than by will or the laws of
descent and distribution. Options shall be
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exercisable during the Optionee's lifetime only by the Optionee or by his or her
legal guardian or legal representative.
6. Option Price and Payment. The Option price (which may not be
less than fair market value, except that Options may be granted at an Option
price determined by the weighted average of the closing prices of the Company's
stock for the three calendar months preceding the month of grant) shall be
established by the Committee, provided that in the case of an Option intended to
qualify as an Incentive Stock Option the Option price shall be not less than the
fair market value of the shares covered by the Option at the time the Option is
granted (110% of such fair market value in the case of an Option intended to
qualify as an Incentive Stock Option granted to an individual who, at the time
the Option is granted, owns shares possessing more than 10% of the total
combined voting power of all classes of shares of the Corporation, its parent or
any of its subsidiaries). If Common Stock of the same class as the stock subject
to Incentive Stock Options granted or to be granted hereunder are at any time
traded on a national securities exchange, the term "fair market value" shall
mean (i) the mean between the highest and lowest selling prices reported by the
consolidated stock exchange network for such stock on the date as of which the
determination is to be made; or (ii) if there are no sales of such Common Stock
reported by the consolidated stock exchange network on such date, the mean
between the highest and lowest reported selling prices on the consolidated stock
exchange network on the nearest trading date before such date and on which there
were such sales. If such shares of Common Stock are at any time traded only
otherwise than on a national securities exchange, the term "fair market value"
shall mean the mean between the bid and asked prices of the stock as reported by
such sources as shall be, in the judgment of the Committee, appropriate evidence
of such prices or, if quoted on NASDAQ, the mean between NASDAQ high and low
selling prices, as of the close of business on the date for which a
determination is being made. If there shall be no trading in such Common Stock
at any time, then the term "fair market value" means the value per share of
stock as determined
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by the Committee upon consideration of such financial and market data as the
Committee may deem necessary and appropriate. The Option price shall be payable
(i) in cash, (ii) by check acceptable to the Corporation, (iii) by delivery of
Common Stock of the sale class of stock subject to the Option, or (iv) a
combination of the above so that the sum of the fair market value of any such
cash, check or Common Stock equals the Option price.
7. Adjustments. The Committee shall make or provide for such
adjustments in the Option price and in the number or kind of shares of Common
Stock or other securities covered by outstanding Options as the Committee in its
sole discretion, exercised in good faith, may determine are equitably required
to prevent dilution or enlargement of the rights of Optionees that would
otherwise result from (i) any share dividend, share split, combination of
shares, issuance of rights or warrants to purchase shares, recapitalization or
other change in the capital structure of the Corporation; (ii) any merger,
consolidation, separation, reorganization or partial or complete liquidation; or
(iii) any other corporate transaction or event having an effect similar to any
of the foregoing. The Committee shall not have the power to reduce the Option
price for outstanding Options except in the case of transactions described in
the preceding sentence. The Committee shall also make or provide for such
adjustments in the number or kind of shares of Common Stock which may be sold
under this Plan as the Committee in its sole discretion, exercised in good
faith, may determine are appropriate to reflect any transaction or event
described in this Section.
8. Other Terms. Each grant of Options hereunder shall be
evidenced by a stock option agreement. Each stock option agreement shall contain
provisions established by the Committee setting forth the manner of exercise of
such Option, whether the Option granted is intended to qualify or not to qualify
as an Incentive Stock Option and such other terms and conditions not
inconsistent herewith as shall be approved by the Committee.
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9. Amendment. This Plan may be amended from time to time by the
Board but no such amendment shall change the designation in Paragraph 4 of the
class of employees eligible to receive Options.
10. Time of Granting Options. The date of grant of an Option under
this Plan shall, for all purposes, be the date on which the Committee makes the
determination to grant such Option. Notice of the determination shall be given
to each employee to whom an Option is so granted within a reasonable time after
the date of such grant.
11. Termination of Plan. This Plan shall be terminated and no
further Options shall be granted hereunder as of the twentieth anniversary of
the date the Plan is adopted by the Board.
12. General Provisions. Neither the adoption of this Plan nor its
operation, nor any document describing or referring to this Plan or any part
thereof, shall confer upon any Optionee any right to continue in the employ of
the Corporation or an parent or subsidiary corporation, or shall in any way
affect the right and power of the Corporation or any parent or subsidiary
corporation to terminate the employment of any Optionee under the Plan at any
time with or without assigning a reason therefore, to the same extent as the
Corporation might have done if the Plan had not been adopted.
13. Compliance with Law and Approval of Regulatory Body. No Option
shall be exercisable and no stock will be delivered under this Plan except in
compliance with all applicable federal and state laws and regulations,
including, without limitation, compliance with applicable withholding tax
requirements, if any, and the rules of all domestic stock exchanges on which the
Corporation may be listed. Any stock certificates issued to evidence stock as to
which an Option is exercised may bear such legends and statements as the
Committee shall deem advisable to assure compliance with federal and
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state laws and regulations. No Option shall be exercisable, and no stock will be
delivered under this Plan, until the Corporation has obtained such consent or
approval from the regulatory body, federal or state, having jurisdiction over
such matters as the Committee may deem advisable.
In the case of the exercise of an Option by a person or estate
acquiring the right to exercise such Option by bequest or inheritance, the
Committee may require reasonable evidence as to the ownership of such Option and
may require such consents and releases of taxing authorities as the Committee
may deem advisable.
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