Agreement For Purchase of Option - Quality Dining Inc. and Daniel B. Fitzpatrick
AGREEMENT FOR PURCHASE OF OPTION
THIS AGREEMENT made to be effective as of the 1st day of
June, 1999 by and between QUALITY DINING, INC. (the
"Company") and DANIEL B. FITZPATRICK (the "Executive").
Statement of Facts
1. The Company has previously
granted the Executive certain options (the "Options") to
purchase the Company's common stock pursuant to the
Company's 1993 Stock Option and Incentive Plan (the "Plan"),
which options are identified on Schedule A hereto.
2. The Company desires to cancel
the Options by purchasing them from the Executive and the
Executive is willing to surrender the Options all on the
terms and conditions set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants and
conditions contained herein, the parties hereto agree as
follows:
1. Surrender. The Executive hereby surrenders the
Options to the Company and releases any and all of
Executive's right, title and interest in and to the Options, whether
vested or unvested, and any and all rights, privileges and
appurtenances thereto.
2. Purchase Price. The Company shall pay to the
Executive, the product of the number of options surrendered
times $.15, namely $23,698.50. The Company and the Executive
acknowledge that the Purchase Price set forth herein equals
the fair market value of the Options on the date hereof.
3. Governing Law. This Agreement shall be governed
by and construed in accordance with the laws of the State of
Indiana.
4. Entire Agreement. This Agreement constitutes
the entire agreement of the parties with respect to the
subject matter hereof and may not be amended or modified
otherwise than by a written agreement executed by the
parties hereto.
5. Withholding. The Company may withhold from the
amount payable under Section 2 above, such federal, state or
local taxes as shall be required to be withheld pursuant to
any applicable law or regulation.
IN WITNESS WHEREOF, the Executive and the Company have each
caused this Agreement to be executed as of the day and
year first above written.
"Company"
QUALITY DINING, INC.
/s/_________________
By: John C. Firth
Its: Executive Vice President and General Counsel
"Executive" /s/_______________
Daniel B. Fitzpatrick
SCHEDULE A
Daniel B. Fitzpatrick
Grant Date Options Granted
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12/27/96 40,440
12/29/95 17,550
5/30/96 100,000
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TOTAL 157,990