Sample Business Contracts


1997 Equity Incentive Plan - NE Restaurant Co. Inc.


                          NE RESTAURANT COMPANY, INC.
                          1997 EQUITY INCENTIVE PLAN

SECTION 1. PURPOSE
           -------

   The purpose of the NE Restaurant Company, Inc. 1997 Equity Incentive Plan
(the "Plan") is to attract and retain key employees, directors, stockholders,
advisors and consultants, to provide an incentive for them to assist NE
Restaurant Company, Inc. (the "Corporation") to achieve long-range performance
goals, and to enable them to participate in the long-term growth of the
Corporation.

SECTION 2. DEFINITIONS
           -----------

(a) "Affiliate" means any business entity in which the Corporation owns directly
    or indirectly 50% or more of the total combined voting power or has a
    significant financial interest as determined by the Board.

(b) "Annual Meeting" means the annual meeting of shareholders or special meeting
    in lieu of annual meeting of shareholders at which one or more directors are
    elected.

(c) "Award" means any Option, Stock Appreciation Right, Performance or Award
    Share, or Restricted Stock awarded under the Plan.

(d) "Award Share" means a share of Common Stock awarded to an employee,
    director, advisor or consultant without payment therefor.

(e) "Board" means the Board of Directors of the Corporation.

(f) "Code" means the Internal Revenue Code of 1986, as amended from time to
    time.

(g) "Committee" means a committee of not less than three members of the Board
    which may be appointed by the Board from time to time to administer the
    Plan.

(h) "Common Stock" or "Stock" means the Common Stock, par value $.01 per share,
    of the Corporation.

(i) "Corporation" means NE Restaurant Company, Inc.

(j) "Designated Beneficiary" means the beneficiary designated by a Participant,
    in a manner determined by the Board, to receive amounts due or exercise
    rights of the Participant in the event of the Participant's death. In the
    absence of an effective designation by a Participant, Designated Beneficiary
    shall mean the Participant's estate.

(k) "Fair Market Value" means, with respect to Common Stock or any other
    property, the fair market value of such property as determined by the Board
    in good faith or in the manner established by the Board from time to time.

(l) "Nonqualified Stock Option" means an option to purchase shares of Common
    Stock, awarded to a Participant under Section 6, which is not intended to
    meet the requirements of Section 422 of the Code or any successor provision.
<PAGE>
 
(m) "Option" means a Nonqualified Stock Option.

(n) "Participant" means a person selected by the Board to receive an Award under
    the Plan.

(o) "Performance Cycle" or "Cycle" means the period of time selected by the
    Board during which performance is measured for the purpose of determining
    the extent to which an award of Performance Shares has been earned.

(p) "Performance Shares" mean shares of Common Stock which may be earned by the
    achievement of performance goals, awarded to a Participant under Section 8.

(q) "Restricted Period" means the period of time selected by the Board during
    which an award of Restricted Stock may be forfeited to the Corporation.

(r) "Restricted Stock" means shares of Common Stock subject to forfeiture,
    awarded to a Participant under Section 9.

(s) "Stock Appreciation Right" or "SAR" means a right to receive any excess in
    value of shares of Common Stock over the reference price, awarded to a
    Participant under Section 7.

(t) "Stock Unit" means an award of Common Stock and/or other rights granted as
    units that are valued in whole or in part by reference to, or otherwise
    based on, the value of Common Stock, awarded to a Participant under Section
    10.

SECTION 3. ADMINISTRATION
           --------------

    The Board shall have authority to adopt, alter and repeal such
administrative rules, guidelines and practices governing the operation of the
Plan as it shall from time to time consider advisable, and to interpret the
provisions of the Plan. The Board's decisions shall be final and binding. The
Board, in its discretion at any time, may appoint a Committee to administer the
Plan. To the extent permitted by applicable law, the Board may delegate to the
Committee the power to make Awards to Participants and all determinations under
the Plan with respect thereto.

SECTION 4. ELIGIBILITY
           -----------

    All employees, directors, stockholders, advisors and consultants of the
Corporation or any Affiliate capable of contributing significantly to the
successful performance of the Corporation, other than a person who has
irrevocably elected not to be eligible, are eligible to be Participants in the
Plan.

SECTION 5. STOCK AVAILABLE FOR AWARDS
           --------------------------

(a) Subject to adjustment under subsection (b), Awards may be made under the
    Plan, of Options to acquire not in excess of 500,000 shares of Common Stock.
    Other Awards may be made as the Board may determine, provided that a maximum
    of 500,000 shares of Common Stock may be issued under this Plan. If any
    Award in respect of shares of Common Stock expires or is terminated
    unexercised or is forfeited for any reason or settled in a manner that
    results in fewer shares outstanding than were initially awarded, including
    without limitation the surrender of shares in payment for the Award or any
    tax obligation thereon, the shares subject to such Award or so surrendered,
    as the case may be, to the extent of such expiration, termination,

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<PAGE>
 
    forfeiture or decrease, shall again be available for award under the Plan.
    Common Stock issued through the assumption or substitution of outstanding
    grants from an acquired corporation shall not reduce the shares available
    for Awards under the Plan. Shares issued under the Plan may consist in whole
    or in part of authorized but unissued shares or treasury shares.

(b) In the event that the Board determines that any stock dividend,
    extraordinary cash dividend, creation of a class of equity securities,
    recapitalization, reorganization, merger, consolidation, split-up, spin-off,
    combination, exchange of shares, warrants or rights offering to purchase
    Common Stock at a price substantially below fair market value, or other
    similar transaction affects the Common Stock such that an adjustment is
    required in order to preserve the benefits or potential benefits intended to
    be made available under the Plan, then the Board shall equitably adjust any
    or all of (i) the number and kind of shares in respect of which Awards may
    be made under the Plan, (ii) the number and kind of shares subject to
    outstanding Awards, and (iii) the award, exercise or conversion price with
    respect to any of the foregoing, and if considered appropriate, the Board
    may make provision for a cash payment with respect to an outstanding Award,
    provided that the number of shares subject to any Award shall always be a
    whole number.

SECTION 6. STOCK OPTIONS
           -------------

(a) Subject to the provisions of the Plan, the Board may award Nonqualified
    Stock Options and determine the number of shares to be covered by each
    Option, the option price therefor and the conditions and limitations
    applicable to the exercise of the Option.

(b) The Board shall establish the option price at the time each Option is
    awarded.

(c) Each Option shall be exercisable at such times and subject to such terms and
    conditions as the Board may specify in the applicable Award or thereafter.
    The Board may impose such conditions with respect to the exercise of
    Options, including conditions relating to applicable federal or state
    securities laws, as it considers necessary or advisable.

(d) No shares shall be delivered pursuant to any exercise of an Option until
    payment in full of the option price therefor is received by the Corporation.
    Such payment may be made in whole or in part in cash or, to the extent
    permitted by the Board at or after the award of the Option, by delivery of a
    note or shares of Common Stock owned by the optionholder, including
    Restricted Stock, valued at their Fair Market Value on the date of delivery,
    by the reduction of the shares of Common Stock that the optionholder would
    be entitled to receive upon exercise of the Option, such shares to be valued
    at their Fair Market Value on the date of exercise, less their option price
    (a so-called "cashless exercise"), or such other lawful consideration as the
    Board may determine. In addition, an optionholder may engage in a successive
    exchange (or series of exchanges) in which the shares of Common Stock that
    such optionholder is entitled to receive upon the exercise of an Option may
    be simultaneously utilized as payment for the exercise of an additional
    Option or Options.

(e) The Board may provide for the automatic award of an Option upon the delivery
    of shares to the Corporation in payment of an Option for up to the number of
    shares so delivered.

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<PAGE>
 
SECTION 7. STOCK APPRECIATION RIGHTS
           -------------------------

   Subject to the provisions of the Plan, the Board may award SARs in tandem
with an Option (at or after the award of the Option), or alone and unrelated to
an Option. SARs in tandem with an Option shall terminate to the extent that the
related Option is exercised, and the related Option shall terminate to the
extent that the tandem SARs are exercised.

SECTION 8. Performance Shares
           ------------------

(a) Subject to the provisions of the Plan, the Board may award Performance
    Shares and determine the number of such shares for each Performance Cycle
    and the duration of each Performance Cycle. There may be more than one
    Performance Cycle in existence at any one time, and the duration of
    Performance Cycles may differ from each other. The payment value of
    Performance Shares shall be equal to the Fair Market Value of the Common
    Stock on the date the Performance Shares are earned or, in the discretion of
    the Board, on the date the Board determines that the Performance Shares have
    been earned.

(b) The Board shall establish performance goals for each Cycle, for the purpose
    of determining the extent to which Performance Shares awarded for such Cycle
    are earned, on the basis of such criteria and to accomplish such objectives
    as the Board may from time to time select. During any Cycle, the Board may
    adjust the performance goals for such Cycle as it deems equitable in
    recognition of unusual or non-recurring events affecting the Corporation,
    changes in applicable tax laws or accounting principles, or such other
    factors as the Board may determine.

(c) As soon as practicable after the end of a Performance Cycle, the Board shall
    determine the number of Performance Shares which have been earned on the
    basis of performance in relation to the established performance goals. The
    payment values of earned Performance Shares shall be distributed to the
    Participant or, if the Participant has died, to the Participant's Designated
    Beneficiary, as soon as practicable thereafter. The Board shall determine,
    at or after the time of award, whether payment values will be settled in
    whole or in part in cash or other property, including Common Stock or
    Awards.

SECTION 9. RESTRICTED STOCK
           ----------------

(a) Subject to the provisions of the Plan, the Board may award shares of
    Restricted Stock and determine the duration of the Restricted Period during
    which, and the conditions under which, the shares may be forfeited to the
    Corporation and the other terms and conditions of such Awards. Shares of
    Restricted Stock may be issued for no cash consideration or such minimum
    consideration as may be required by applicable law or such other
    consideration as may be determined by the Board.

(b) Shares of Restricted Stock may not be sold, assigned, transferred, pledged
    or otherwise encumbered, except as permitted by the Board, during the
    Restricted Period. Shares of Restricted Stock shall be evidenced in such
    manner as the Board may determine. Any certificates issued in respect of
    shares of Restricted Stock shall be registered in the name of the
    Participant and unless otherwise determined by the Board, deposited by the
    Participant, together with a stock power endorsed in blank, with the
    Corporation. At the expiration of the Restricted Period, the Corporation
    shall deliver such certificates to the Participant or if the Participant has
    died, to the Participant's Designated Beneficiary.

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<PAGE>
 
SECTION 10. STOCK UNITS
            -----------

(a) Subject to the provisions of the Plan, the Board may award Stock Units
    subject to such terms, restrictions, conditions, performance criteria,
    vesting requirements and payment rules as the Board shall determine.

(b) Shares of Common Stock awarded in connection with a Stock Unit Award shall
    be issued for no cash consideration or such minimum consideration as may be
    required by applicable law. Such shares of Common Stock may be designated as
    Award Shares by the Board.

SECTION 11. GENERAL PROVISIONS APPLICABLE TO AWARDS
            ---------------------------------------

(a) Documentation. Each Award under the Plan shall be evidenced by a written
    -------------                                                           
    document delivered to the Participant specifying the terms and conditions
    thereof and containing such other terms and conditions not inconsistent with
    the provisions of the Plan as the Board considers necessary or advisable to
    achieve the purposes of the Plan or comply with applicable tax and
    regulatory laws and accounting principles.

(b) Board Discretion. Each type of Award may be made alone, in addition to or in
    -----------------                                                           
    relation to any other type of Award. The terms of each type of Award need
    not be identical, and the Board need not treat Participants uniformly.
    Except as otherwise provided by the Plan or a particular Award, any
    determination with respect to an Award may be made by the Board at the time
    of award or at any time thereafter. Without limiting the foregoing, an Award
    may be made by the Board, in its discretion, to any 401(k), savings,
    pension, profit sharing or other similar plan of the Corporation in lieu of
    or in addition to any cash or other property contributed or to be
    contributed to such plan.

(c) Settlement. The Board shall determine whether Awards are settled in whole or
    -----------                                                                 
    in part in cash, Common Stock, other securities of the Corporation, Awards
    or other property. The Board may permit a Participant to defer all or any
    portion of a payment under the Plan, including the crediting of interest on
    deferred amounts denominated in cash and dividend equivalents on amounts
    denominated in Common Stock.

(d) Dividends and Cash Awards. In the discretion of the Board, any Award under
    -------------------------                                                 
    the Plan may provide the Participant with (i) dividends or dividend
    equivalents payable currently or deferred with or without interest, and (ii)
    cash payments in lieu of or in addition to an Award.

(e) Termination of Employment. The Board shall determine the effect on an Award
    -------------------------                                                  
    of the disability, death, retirement or other termination of employment of a
    Participant and the extent to which, and the period during which, the
    Participant's legal representative, guardian or Designated Beneficiary may
    receive payment of an Award or exercise rights thereunder.

(f) Change in Control. In order to preserve a Participant's rights under an
    ------------------                                                     
    Award in the event of a change in control of the Corporation, the Board in
    its discretion may, at the time an Award is made or at any time thereafter,
    take one or more of the following actions: (i) provide for the acceleration
    of any time period relating to the exercise or realization of the Award,
    (ii) provide for the purchase of the Award upon the Participant's request
    for an amount of cash or other property that could have been received upon
    the exercise or realization of the Award had the Award been currently

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<PAGE>
 
    exercisable or payable, (iii) adjust the terms of the Award in a manner
    determined by the Board to reflect the change in control, (iv) cause the
    Award to be assumed, or new rights substituted therefor, by another entity,
    or (v) make such other provision as the Board may consider equitable and in
    the best interests of the Corporation.

(g) Withholding. The Participant shall pay to the Corporation, or make provision
    -----------                                                                 
    satisfactory to the Board for payment of, any taxes required by law to be
    withheld in respect of Awards under the Plan no later than the date of the
    event creating the tax liability. In the Board's discretion, such tax
    obligations may be paid in whole or in part in shares of Common Stock,
    including shares retained from the Award creating the tax obligation, valued
    at their Fair Market Value on the date of delivery. The Corporation and its
    Affiliates may, to the extent permitted by law, deduct any such tax
    obligations from any payment of any kind otherwise due to the Participant.

(h) Amendment of Award. The Board may amend, modify or terminate any outstanding
    ------------------                                                          
    Award, including substituting therefor another Award of the same or a
    different type and changing the date of exercise or realization, provided
    that the Participant's consent to such action shall be required unless the
    Board determines that the action, taking into account any related action,
    would not materially and adversely affect the Participant.

SECTION 12. MISCELLANEOUS
            -------------

(a) No Right To Employment. No person shall have any claim or right to be
    ----------------------                                               
    granted an Award, and the grant of an Award shall not be construed as giving
    a Participant the right to continued employment. The Corporation expressly
    reserves the right at any time to dismiss a Participant free from any
    liability or claim under the Plan, except as expressly provided in the
    applicable Award.

(b) No Rights As Shareholder. Subject to the provisions of the applicable Award,
    ------------------------                                                    
    no Participant or Designated Beneficiary shall have any rights as a
    shareholder with respect to any shares of Common Stock to be distributed
    under the Plan until he or she becomes the holder thereof. A Participant to
    whom Common Stock is awarded shall be considered the holder of the Stock at
    the time of the Award except as otherwise provided in the applicable Award.

(c) Effective Date. The Plan shall be effective on September 12, 1997.
    ---------------                                                   

(d) Amendment of Plan. The Board may amend, suspend or terminate the Plan or any
    -----------------                                                           
    portion thereof at any time.

(e) Governing Law. The provisions of the Plan shall be governed by and
    --------------                                                    
    interpreted in accordance with the laws of the State of Delaware.
 
(f) Indemnity. Neither the Board nor the Committee, nor any members of either,
    ----------                                                                
    nor any employees of the Corporation or any parent, subsidiary, or other
    affiliate, shall be liable for any act, omission, interpretation,
    construction or determination made in good faith in connection with their
    responsibilities with respect to this Plan, and the Corporation hereby
    agrees to indemnify the members of the Board, the members of the Committee,
    and the employees of the Corporation and its parent or subsidiaries in
    respect of any claim, loss, damage, or expense (including reasonable counsel
    fees) arising from any such act, omission, interpretation, construction or
    determination to the full extent permitted by law.

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