EXHIBIT 10.42
ADDENDUM
TO
STOCK PURCHASE AGREEMENT
The following provisions are hereby incorporated into, and are
hereby made a part of, that certain Stock Purchase Agreement dated __________
(the "Purchase Agreement") by and between ▇▇▇▇▇'▇ Restaurants, Inc. (the
"Corporation") and ________________________________ ("Optionee") evidencing
the shares of Common Stock purchased on such date by Optionee pursuant to the
option granted to him or her under the Corporation's 1998 Stock Option/Stock
Issuance Plan, and such provisions shall be effective immediately. All
capitalized terms in this Addendum, to the extent not otherwise defined
herein, shall have the meanings assigned to such terms in the Purchase
Agreement.
INVOLUNTARY TERMINATION FOLLOWING
CORPORATE TRANSACTION
1. To the extent the Repurchase Right is assigned to the
successor corporation (or parent thereof) in connection with a Corporate
Transaction, no accelerated vesting of the Purchased Shares shall occur upon
such Corporate Transaction, and the Repurchase Right shall continue to remain
in full force and effect in accordance with the provisions of the Purchase
Agreement. Optionee shall, over his or her period of Service following the
Corporate Transaction, continue to vest in the Purchased Shares in one or
more installments in accordance with the provisions of the Purchase
Agreement. However, upon an Involuntary Termination of Optionee's Service
within eighteen (18) months following the Corporate Transaction, the
Repurchase Right shall terminate automatically, and all the Purchased Shares
shall immediately vest in full at that time.
2. For purposes of this Addendum, the following definitions shall
be in effect:
An INVOLUNTARY TERMINATION shall mean the termination of
Optionee's Service by reason of:
(i) Optionee's involuntary dismissal or discharge by
the Corporation for reasons other than for Misconduct, or
(ii) Optionee's voluntary resignation following (A) a
change in his or her position with the Corporation (or Parent or
Subsidiary employing Optionee) which materially reduces his or her
duties and responsibilities or the level of management to which he or
she reports, (B) a reduction in Optionee's level of compensation
(including base salary, fringe benefits and target bonuses under any
corporate-performance based incentive programs) by more than fifteen
percent (15%) or (C) a relocation of Optionee's place of employment by
more than fifty (50) miles, provided and only if such
change, reduction or relocation is effected by the Corporation without
Optionee's consent.
MISCONDUCT shall mean the termination of Optionee's Service by
reason of Optionee's commission of any act of fraud, embezzlement or
dishonesty, any unauthorized use or disclosure by Optionee of confidential
information or trade secrets of the Corporation (or any Parent or
Subsidiary), or any other intentional misconduct by Optionee adversely
affecting the business or affairs of the Corporation (or any Parent or
Subsidiary) in a material manner. The foregoing definition shall not be
deemed to be inclusive of all the acts or omissions which the Corporation (or
any Parent or Subsidiary) may consider as grounds for the dismissal or
discharge of Optionee or any other individual in the Service of the
Corporation (or any Parent or Subsidiary).
IN WITNESS WHEREOF, ▇▇▇▇▇'▇ Restaurants, Inc. has caused this
Addendum to be executed by its duly-authorized officer as of the Effective
Date specified below.
▇▇▇▇▇'▇ RESTAURANTS, INC.
By:
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Title:
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EFFECTIVE DATE: __________________, 199__
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