EXHIBIT 10.25
RESTRICTED STOCK AGREEMENT
AGREEMENT made the 3rd day of February, 2005, between NATHAN'S FAMOUS,
INC., a Delaware corporation, (hereinafter called the "Company") and HOWARD M.
LORBER (hereinafter called "Grantee").
WITNESSETH:
WHEREAS, the Company, for the purposes stated therein, has adopted a 2002
Stock Incentive Plan, a copy of which is annexed hereto as Exhibit "A"
(hereinafter called the "Plan"); and
WHEREAS, in accordance with said Plan the Board of Directors has
determined that Grantee is eligible for and should be granted a Restricted Stock
Award pursuant to said Plan as herein below provided, and Grantee desires to
have such Restricted Stock Award;
NOW, THEREFORE, in consideration of the premises and the mutual covenants
hereinafter set forth, the parties hereto agree as follows:
1. GRANT OF AWARD. The Company hereby grants to Grantee a Restricted Stock
Award of 50,000 shares of the authorized and unissued Common Stock of the
Company, having a par value of $.01 per share (the "Restricted Shares"), upon
and subject to the following terms and conditions:
(a) The rights to Restricted Shares shall vest only at the following
times and in the following amounts:
(i) Upon the date of this Agreement, the rights to 10,000
Restricted Shares shall vest in Grantee;
(ii) After the expiration of one (1) year from the date of
this Agreement, the rights to an aggregate 20,000
Restricted Shares shall vest in Grantee;
(iii) After the expiration of two (2) years from the date of
this Agreement, the rights to an aggregate 30,000
Restricted Shares shall vest in Grantee;
(iv) After the expiration of three (3) years from the date of
this Agreement, the rights to an aggregate 40,000
Restricted Shares shall vest in Grantee; and
(v) After the expiration of four (4) years from the date of
this Agreement, the rights to an aggregate 50,000
Restricted Shares shall vest in Grantee.
(b) The Restricted Stock Award shall vest in each instance, only
during the
continuance of the Grantee's employment or service with the Company as set forth
in Section 3.3 of the Plan, except as set forth in Section 1(c), below.
(c) Upon Grantee's death or Total Disability, the rights to all of
the Restricted Shares shall vest in Grantee, notwithstanding any lack of
expiration of the vesting periods set forth in Section 1(a).
(d) Grantee shall be entitled to any dividend payments or dividend
equivalent payments with respect to the Restricted Shares; provided, that the
right to receive any such payments shall be deferred and shall vest upon the
vesting of the Restricted Shares on which such dividend was paid.
(e) If at any time, the Company or any Subsidiary or Affiliate is
required, under applicable laws and regulations, to withhold, or to make any
deduction for any taxes, or take any other action in connection with a
Restricted Stock Award, the Grantee shall be required to pay to the Company or
such Subsidiary or Affiliate, the amount of any taxes required to be withheld,
or, in lieu thereof, at the option of the Company, the Company or such
Subsidiary or Affiliate may accept Common Stock valued at its Fair Market Value
on the date of payment, to cover the amount required to be withheld.
2. NON-TRANSFERABILITY. The Restricted Stock Award granted under this Agreement
shall not be transferable otherwise than by will or the laws of descent and
distribution or to the extent permitted by the Board or the Committee.
3. BINDING EFFECT OF THE PLAN. Grantee represents that he has read and
understands the Plan and agrees to be bound by all of the terms and conditions
thereof.
4. CAPITALIZED TERMS. The capitalized terms used herein without definition are
used as defined in the Plan.
5. APPLICABLE LAW. This Agreement and the legal relations among the parties
hereto shall be governed by and construed in accordance with the laws of the
State of New York applicable to contracts made and performed therein.
6. CONSENT TO JURISDICTION AND WAIVERS . The parties hereto irrevocably consent
that any legal action or proceeding against any of them under, arising out of or
in any manner relating to, this Agreement or any other document delivered in
connection herewith, may be brought in any court of the State of New York
located within Nassau County or in the United States District Court for the
Eastern District of New York. By the execution and delivery of this Agreement,
the parties expressly and irrevocably consent and submit to the personal
jurisdiction of any of such courts in any such action or proceeding. The parties
further irrevocably consent to the service of any complaint, summons, notice or
other process relating to any such action or proceeding by delivery thereof to
it by hand or by any other manner permitted by law. The parties hereby expressly
and irrevocably waive any claim or defense in any such action or proceeding
based on any alleged lack of personal jurisdiction, improper venue or forum non
convenient or any similar basis.
7. EMPLOYMENT. Nothing herein shall be deemed to create any employment
agreement or guaranty of continued service as an employee, officer or director
of the Company or limit in any way the Company's right to terminate Grantee's
service as an employee, officer or director of the Company at any time
consistent with the certificate of incorporation and by-laws of the Company, if
applicable.
IN WITNESS WHEREOF, the parties hereto have duly executed this Agreement
as of the day and year first above written.
NATHAN'S FAMOUS, INC.
By: /s/ Wayne Norbitz
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Name: Wayne Norbitz
Title: President and Chief Operating
Officer
/s/ Howard M. Lorber
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Howard M. Lorber, Grantee