sc13dza

0000950129-06-006809.txt : 20060629 0000950129-06-006809.hdr.sgml : 20060629 20060628180819 ACCESSION NUMBER: 0000950129-06-006809 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20060629 DATE AS OF CHANGE: 20060628 GROUP MEMBERS: CHRISTOPHER JAMES PAPPAS GROUP MEMBERS: HARRIS JAMES PAPPAS FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: PAPPAS CHRISTOPHER JAMES CENTRAL INDEX KEY: 0001130636 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 642 YALE CITY: HOUSTON STATE: TX ZIP: 77007 BUSINESS PHONE: 7138690151 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: LUBYS INC CENTRAL INDEX KEY: 0000016099 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING PLACES [5812] IRS NUMBER: 741335253 STATE OF INCORPORATION: DE FISCAL YEAR END: 0831 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-10635 FILM NUMBER: 06931135 BUSINESS ADDRESS: STREET 1: 13111 NORTHWEST FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77040 BUSINESS PHONE: (713) 329 6800 MAIL ADDRESS: STREET 1: 13111 NORTHWEST FREEWAY STREET 2: SUITE 600 CITY: HOUSTON STATE: TX ZIP: 77040 FORMER COMPANY: FORMER CONFORMED NAME: LUBYS CAFETERIAS INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: CAFETERIAS INC DATE OF NAME CHANGE: 19810126 SC 13D/A 1 h37362a6sc13dza.htm CHRISTOPHER JAMES PAPPAS FOR LUBY'S INC.- AMENDMENT NO.6 sc13dza


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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934
(Amendment No. 6 )*

Luby’s Inc.

(Name of Issuer)

Common Stock, $.32 par value per share

(Title of Class of Securities)

549282101

(CUSIP Number)

Charles H. Still
Fulbright & Jaworski L.L.P.
1301 McKinney, Suite 5100
Houston, Texas 77010
(713) 651-5151

(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)

June 16, 2006

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.


CUSIP No.		549282101		Page		2		of		10 Pages

NAMES OF REPORTING PERSONS:

Harris James Pappas

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States Citizen

SOLE VOTING POWER:

NUMBER OF

3,404,803

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

3,404,803

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,404,803

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

13.1% (See Footnote 1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):


CUSIP No.		549282101		Page		3		of		10 Pages

NAMES OF REPORTING PERSONS:

Christopher James Pappas

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY):

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS):

(a) þ

(b) o

SEC USE ONLY:

SOURCE OF FUNDS (SEE INSTRUCTIONS):

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e):

CITIZENSHIP OR PLACE OF ORGANIZATION:

United States Citizen

SOLE VOTING POWER:

NUMBER OF

3,404,803

SHARED VOTING POWER:

BENEFICIALLY

OWNED BY

EACH

SOLE DISPOSITIVE POWER:

REPORTING

PERSON

3,404,803

WITH

SHARED DISPOSITIVE POWER:

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON:

3,404,803

CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS):

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11):

13.1% (See Footnote 1)

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS):

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934

(Filed by the Group Pursuant to General Instruction C)

Item 1. Security and Issuer.

No change since the Amendment No. 5 to Schedule 13D was filed on September 15, 2005.

Item 2. Identity and Background.

No change since the Amendment No. 5 to Schedule 13D was filed on September 15, 2005.

Item 3. Source and Amount of Funds or Other Consideration.

No change since the Amendment No. 5 to Schedule 13D was filed on September 15, 2005.

Item 4. Purpose of Transaction.

As disclosed on Schedule 13D filed by Harris James Pappas (“H. Pappas”) and Christopher James Pappas (“C. Pappas,” and together with H. Pappas, the “Shareholders,” and each, individually, a “Shareholder”), jointly, on December 27, 2000, with the Securities and Exchange Commission (“SEC”), the Shareholders purchased an aggregate of 1,343,800 shares of Common Stock of Luby’s Inc., a Delaware corporation (the “Company”) on the New York Stock Exchange.

As disclosed on the Amendments No. 1, No. 2 and No. 3 to Schedule 13D filed by the Shareholders, jointly, on March 16, 2001, July 23, 2001, and March 27, 2002, respectively, with the SEC, the Shareholders became executive officers and members of the Board of Directors of the Company. In such capacities they have had, and expect to continue to have, the opportunity to influence the management, and affect the performance, of the Company, subject to the supervision of the Company’s Board. Each Shareholder was granted an option (each, individually, an “Option,” and together, the “Options”) to purchase 1,120,000 shares of common stock, $.32 par value per share, of the Company (the “Common Stock”) at an exercise price of $5 per share, as compensation for his service to the Company. The Options became exercisable by the Shareholders over three years in accordance with a vesting schedule set forth in the Options, and are otherwise subject to the terms, restrictions and limitations set forth in the Options. Notwithstanding the vesting schedule set forth in the Options, the Options became exercisable for 25% of the Common Stock granted pursuant to the Options at any time after the last sale price of the Common Stock exceeded $8.475 for twenty consecutive days on which securities are traded on the New York Stock Exchange (each, a “Trading Day”). As was disclosed on Amendment No. 2 to Schedule 13D, on June 13, 2001 the Options became exercisable for 25% of the Common Stock granted pursuant to the Options. As was disclosed on Amendment No. 3 to Schedule 13D, on March 9, 2002 an additional 25% of the Common Stock granted pursuant to the Options became exercisable by the Shareholders. According to the vesting schedule, the Options became exercisable for 75% of the Common Stock granted pursuant to the Options on March 9, 2003. The vesting schedule further provided that, on March 9, 2004, the Options became exercisable for 100% of the Common Stock granted pursuant to the Options. Accordingly, each Shareholder is at present the beneficial owner of 1,120,000 shares of Common Stock by reason of the full vesting of the Options granted to him.

Also as disclosed on the Amendment No. 1 to Schedule 13D filed on March 16, 2001, the Shareholders entered into a Purchase Agreement with the Company (the “Original Purchase Agreement”) on March 9, 2001 setting forth the Shareholders’ agreed-to investment in the Company. Pursuant to and in accordance with the terms of the Original Purchase Agreement, the Shareholders purchased promissory notes (the “Original Notes”, and, individually, an “Original Note”) in the aggregate principal amount of $10 million—each receiving an Original Note for $5 million. On June 7, 2004, the Shareholders entered into a basic refinancing agreement with the Company (the “Refinancing Agreement”) providing that the Shareholders surrender the Original Notes for cancellation and receive amended and restated promissory notes (the “Notes”, and, individually, a “Note”). The Shareholders and the Company amended the Original Purchase Agreement on June 7, 2004 to refer to the Notes instead of the Original Notes (the “Amended Purchase Agreement”). The Notes were originally issued for the aggregate principal amount of $10 million—each receiving an Original Note for $5 million. The Notes were convertible into shares of Common Stock at the Shareholders’ election (the “Conversion Election”), subject to certain restrictions and limitations set forth in the Notes. Pursuant to and in accordance with the terms of the Notes, the conversion price for the Notes dropped on June 7, 2005 from $5 per share to $3.10 per share. Interest on the Notes was payable in cash. Until June 7, 2004, the Notes were convertible into an aggregate of 2,000,000 shares of Common Stock at the Shareholders’ election. As of June 7, 2005, the Notes became convertible into an aggregate of 3,225,806 shares of Common Stock at the Shareholders’ election, and at such time each Shareholder became the beneficial owner of 1,612,903 shares of Common Stock by reason of his ownership of his Note.

As disclosed on the Amendment No. 5 to Schedule 13D filed on September 15, 2005, on August 31, 2005, the Shareholders exercised the Conversion Election provided in the Notes, each acquiring directly an aggregate of 1,612,903 shares of Common Stock.

On November 8, 2005, each Shareholder was granted an additional option (each, individually, an “Additional Option,” and together, the “Additional Options”) to purchase 65,500 shares of Common Stock at an exercise price of $12.92. The Additional Options will become exercisable by the Shareholders over four years in accordance with a vesting schedule set forth in the Additional Options, and are otherwise subject to the terms, restrictions and limitations set forth in the Additional Options. Vested options must be exercised within six years of grant.

On June 16, 2006, the Company filed with the Securities and Exchange Commission a Registration Statement (File No. 333-135057) on Form S-3 (the “Registration Statement”), which registered the 6,809,606 shares of Common Stock beneficially owned by the Shareholders, in the aggregate, including the shares of Common Stock held by each Shareholder pursuant to the vested Options. The shares of Common Stock represented by the Additional Options were not registered under the Registration Statement as such shares have not yet vested. The purpose of the Registration Statement is to give the Shareholders the flexibility to sell the shares of Common Stock beneficially owned by them freely to the public.

This Amendment No. 6 to Schedule 13D reflects (a) the shares of Common Stock purchased by the Shareholders on the New York Stock Exchange, (b) the number of shares of Common Stock beneficially owned by the Shareholders arising from their right to exercise the Options to acquire 100% of the Common Stock granted pursuant to the Options, and (c) the number of shares of Common Stock directly held by the Shareholders following the exercise of the Conversion Election provided in the Notes.

Other than the foregoing, there has been no change since the Amendment No. 5 to Schedule 13D was filed on September 15, 2005.

The Original Purchase Agreement, including the form of Original Notes, and Options are attached as exhibits to the Amendment No. 1 to Schedule 13D filed on March 16, 2001. The Additional Options are attached as exhibits to this Amendment No. 6 to Schedule 13D.

Item 5. Interest in Securities of Issuer.

(a)

Aggregate Number and Percentage of Shares Owned.

As of the date of this Amendment No. 6 to Schedule 13D, the Shareholders beneficially own an aggregate of 6,809,606 shares of Common Stock, which includes an aggregate of 2,240,000 shares of Common Stock that the Shareholders have a right to acquire pursuant to the Options and an aggregate of 3,225,806 shares of Common Stock that the Shareholders acquired upon the exercise of the Conversion Election provided in the Notes. The Shareholders beneficially own, or have a right to acquire pursuant to the Options, in the aggregate 26.1% of the issued and outstanding Common Stock, such percentage being calculated by dividing 6,809,606 (the number of shares of Common Stock beneficially owned, including those that the Shareholders have a right to acquire pursuant to the Options, by the Shareholders) by 26,051,141 (the number of issued and outstanding shares of Common Stock as of June 7, 2006, as reported in the Company’s Form 10-Q for the quarter ended May 10, 2006). Each Shareholder owns beneficially, including through a right to acquire beneficial ownership, such number of shares of Common Stock as are set forth below:


C. Pappas			3,404,803
H. Pappas			3,404,803


TOTAL			6,809,606

Each Shareholder disclaims beneficial ownership of any shares of Common Stock held of record by the other Shareholder or which the other Shareholder has a right to acquire by option exercise.

	(b)		Number of Shares Beneficially Owned by the Shareholders.

			Harris James Pappas

			H. Pappas has, or could have, sole power to vote, and to dispose of, 3,404,803 shares of Common Stock, which includes 1,120,000 shares of Common Stock that H. Pappas has a right to acquire pursuant to an Option, such shares being beneficially owned by him.

			Christopher James Pappas

			C. Pappas has, or could have, sole power to vote, and to dispose of, 3,404,803 shares of Common Stock, which includes 1,120,000 shares of Common Stock that C. Pappas has a right to acquire pursuant to an Option, such shares being beneficially owned by him.

(c) There has been no change since the Amendment No. 5 to Schedule 13D was filed on September 15, 2005, other than an aggregate of 3,225,806 shares of Common Stock were acquired by the Shareholders upon the exercise of the Conversion Election provided in the Notes. The Shareholders have not yet exercised the Options.

(d) No change since the Amendment No. 5 to Schedule 13D was filed on September 15, 2005.

(e) No change since the Amendment No. 5 to Schedule 13D was filed on September 15, 2005.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of Issuer.

No change since the Amendment No. 5 to Schedule 13D was filed on September 15, 2005, except to the extent set forth in Item 4 hereof.

Item 7. Material to be Filed as Exhibits.


Ex.A		Agreement for Joint Filing Pursuant to Rule 13d-1(f)(1) Under the Securities Exchange Act of 1934, dated December 26, 2000, between Harris James Pappas and Christopher James Pappas.


Ex. B		Purchase Agreement, dated as of March 9, 2001, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. C		Employment Agreement, dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. D		Employment Agreement, dated as of March 9, 2001, between the Company and Harris J. Pappas.

Ex. E		Option Agreement, dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. F		Option Agreement, dated as of March 9, 2001, between the Company and Harris J. Pappas.

Ex. G		Registration Rights Agreement, dated as of March 9, 2001, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. H		Form of Basic Refinancing Agreement, dated as of June 7, 2004, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. I		Form of First Amendment to Purchase Agreement, dated as of June 7, 2004, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. J		Option Agreement, dated as of November 8, 2005, between the Company and Christopher J. Pappas.

Ex. K		Option Agreement, dated as of November 8, 2005, between the Company and Harris J. Pappas.


*		All Material to be Filed as Exhibits, except Exhibit J and Exhibit K, have been filed as exhibits to the Schedule 13D filed by the Shareholders with the SEC on December 16, 2000, the Amendment No. 1 to Schedule 13D filed by the Shareholders with the SEC on March 16, 2001, or the Amendment No. 4 to Schedule 13D filed by the Shareholders with the SEC on June 6, 2005. Exhibit J and Exhibit K are filed herewith.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated: June 28, 2006


		/s/ Harris James Pappas
		Harris James Pappas

		/s/ Christopher James Pappas
		Christopher James Pappas


(1)		The ownership percentages reflected herein have been rounded to the nearest tenth pursuant to the Instructions for Cover Page to Schedule 13D.

EXHIBIT INDEX


Ex. A		Agreement for Joint Filing Pursuant to Rule 13d-1(f)(1) Under the Securities Exchange Act of 1934, dated December 26, 2000, between Harris James Pappas and Christopher James Pappas.

Ex. B		Purchase Agreement, dated as of March 9, 2001, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. C		Employment Agreement, dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. D		Employment Agreement, dated as of March 9, 2001, between the Company and Harris J. Pappas.

Ex. E		Option Agreement, dated as of March 9, 2001, between the Company and Christopher J. Pappas.

Ex. F		Option Agreement, dated as of March 9, 2001, between the Company and Harris J. Pappas.

Ex. G		Registration Rights Agreement, dated as of March 9, 2001, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. H		Form of Basic Refinancing Agreement, dated as of June 7, 2004, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. I		Form of First Amendment to Purchase Agreement, dated as of June 7, 2004, among the Company, Christopher J. Pappas and Harris J. Pappas.

Ex. J		Option Agreement, dated as of November 8, 2005, between the Company and Christopher J. Pappas.

Ex. K		Option Agreement, dated as of November 8, 2005, between the Company and Harris J. Pappas.


*		All Material to be Filed as Exhibits, except Exhibit J and Exhibit K, have been filed as exhibits to the Schedule 13D filed by the Shareholders with the SEC on December 16, 2000, the Amendment No. 1 to Schedule 13D filed by the Shareholders with the SEC on March 16, 2001, or the Amendment No. 4 to Schedule 13D filed by the Shareholders with the SEC on June 6, 2005. Exhibit J and Exhibit K are filed herewith.

EX-99.J 2 h37362a6exv99wj.htm OPTION AGREEMENT - CHRISTOPHER J. PAPPAS exv99wj

Exhibit J

LUBY’S, INC.

INCENTIVE STOCK OPTION

GRANTED UNDER LUBY’S INCENTIVE STOCK PLAN


Name of Employee:		Christopher J. Pappas

Date of Grant:		November 8, 2005

Number of Option Shares:		65,500

Option Price per Share:		$12.92

THIS OPTION is granted on the above date (the “Date of Grant”) by Luby’s, Inc. (the “Company”) to the person named above (the “Employee”), upon the following terms and conditions:

1. Grant of Option. The Company grants to the Employee an option to purchase, on the terms and conditions stated herein, the number of shares specified above (the “Option Shares”) of the Company’s Common Stock, par value $0.32 per share (“Common Stock”) at the Option Price specified above.

2. Type of Option. This Option is granted under the Luby’s Incentive Stock Plan (the “Plan”) and shall be subject to all applicable provisions of the Plan, as it may be amended from time to time. This Option is an “incentive stock option” as defined in Section 422 of the Internal Revenue Code and is intended to conform to the requirements of Section 422 of the Internal Revenue Code and to the provisions of the Plan. The terms “parent corporation” and “subsidiary corporation” have the meanings given to them by Section 424 of the Internal Revenue Code. All section references to the Internal Revenue Code are intended to include any future amendments or substitutions therefor in the Code.

3. Continuous Employment. This Option may be exercised by the Employee only if, at all times from the Date of Grant to the date of such exercise, the Employee was an employee of the Company or a parent or subsidiary of the Company or another corporation referred to in Section 422 of the Internal Revenue Code, unless such continuous employment is terminated by such employer, or by retirement, or by disability, or is otherwise terminated with the written consent of the employer. If such continuous employment is so terminated, this Option may be exercised, to the extent the Option was exercisable on the date of termination of employment, within one year after such termination of employment, but in no event later than the termination date of this Option. Retirement means retirement on or after the Employee’s 65th birthday. Disability means a disability which qualifies the Employee for benefits under a long-term disability program maintained by the Company or a subsidiary of the Company.

4. Death of Employee. If the Employee dies at a time when any portion of this Option is exercisable by him, this Option may be exercised as to such portion within one year after the date of death, by the person or persons to whom his rights under this Option shall have passed by will or by the laws of descent and distribution, but in no event later than the termination date of this Option.

5. Period of Option and Right to Exercise. The term of this Option is six years from the Date of Grant. The termination date of this Option is the day preceding the sixth anniversary of the Date of Grant. This Option may not, in any event, be exercised prior to the first anniversary of the Date of Grant or subsequent to the expiration date of this Option. Subject to the provisions of paragraphs 3 and 4 above, this Option shall become exercisable as to one-fourth of the total number of Option Shares on each succeeding anniversary of the Date of Grant. Once the right to purchase shares has accrued, such shares may thereafter be purchased at any time, or in part from time to time, until the expiration date of this Option, subject to the provisions of paragraphs 3 and 4 above and paragraph 6 below. In no case may this Option be exercised for a fraction of a share.

6. Payment for Shares. Payment for shares purchased upon exercise of this Option shall be made in full at the time of exercise of the Option. No loan shall be made or guaranteed by the Company for the purpose of financing the purchase of any optioned shares. Payment of the Option Price shall be made in cash or may be made by delivering Common Stock of the Company having a fair market value at least equal to the Option Price, or a combination of Common Stock and cash. Such fair market value shall be determined by the closing price of the Common Stock on the New York Stock Exchange on the date on which this Option is exercised or, if no sale of the Common Stock shall have been made on the Exchange on that day, then on the next following day for which there is a reported sale.

7. Method of Exercise. This Option may be exercised only by written notice given to the Company, in form satisfactory to the Company, specifying the number of Option Shares which the holder of the Option elects to purchase, the number of Option Shares which the holder is paying for in cash and the number of Option Shares which the holder is paying for in shares of Common Stock. Such written notice and any subsequent exercise is subject to Company approval, as well as all policies and procedures in place at Company, including but not limited to Stock Trading Policies and Blackout Restrictions. Such written notice shall be accompanied by a check payable to the order of the Company for the cash portion of the purchase price and, if applicable, by the delivery of certificates representing shares of Common Stock duly endorsed and otherwise in proper form for transfer to the Company of such number of shares of Common Stock as are required to equal the fair market value of the Option Shares being paid for in stock. Upon each exercise of this Option, the Company, as promptly as practicable, will mail or deliver to the person exercising this Option a certificate or certificates representing the shares then purchased. The Company, in its discretion, may postpone the issuance and delivery of shares upon any exercise of this Option until completion of such stock exchange listing, or registration or other qualification, of such shares under any Federal or state law, rule or regulation as the Company may consider appropriate. The Company may require any person exercising this Option to make such representations and furnish such information as the Company may consider appropriate in connection with the issuance of the shares in compliance with applicable law.

8. Limitations on Transfer and Exercise. This Option is not transferable by the Employee other than by will or by the laws of descent and distribution, and this Option is exercisable during the lifetime of the Employee, only by him.

9. Adjustments. In the event of any change in the outstanding Common Stock by reason of a stock split, stock dividend, combination or reclassification of shares, recapitalization, merger, or similar event, the committee which administers the plan (the “Committee”) may adjust proportionally the number of Option Shares and the Option Price. In the event of any other change affecting the Common Stock or any distribution (other than normal cash dividends) to holders of Common Stock, such adjustments as may be deemed equitable by the Committee, including adjustments to avoid fractional shares, may be made to give proper effect to such event. In the event of a corporate merger, consolidation, acquisition of property or stock, separation, reorganization or liquidation, the Committee shall be authorized to issue and substitute a new stock option for this Option.

10. Consideration for Grant. Although this Option may be exercised only if employment is continuous as provided in Section 3 hereof, it is understood that such employment shall, subject to the terms of any employment contract, be at the pleasure of the employer and at such compensation as the employer shall reasonably determine from time to time. Nothing in the Plan or in this Option shall confer on the Employee any right to continue in the employment of the Company or any of its affiliates or to interfere in any way with the right of the Company or its affiliates to terminate his or her employment at any time.

11. Amendment, Modification, Suspension, or Discontinuance of the Plan. The Board of Directors of the Company (the “Board”) may amend, modify, suspend, or terminate the plan for the purpose of meeting or addressing any changes in legal requirements or for any other purpose permitted by law. Subject to changes in the law or other legal requirements that would permit otherwise, the Plan may not be amended without the consent of the holders of a majority of the shares of Common Stock then outstanding (i) to increase the aggregate number of shares of Common Stock that may be issued under the Plan (except for adjustments pursuant to the Plan), (ii) to decreased the Option Price, (iii) to materially modify the requirements as to eligibility for participation in the Plan, (iv) to withdraw administration of the Plan from the Committee, or (v) to extend the period during which awards may be granted under the Plan.

12. Change of Control. Should a “change in control” of the Company occur of a nature that would be required to be reported in response to Item 1 of Form 8-K promulgated under the Securities Exchange Act of 1934 as that requirement exists on the Date of Grant, then, upon the occurrence of, and on the date of said change in control, notwithstanding anything elsewhere herein contained, this Option shall become exercisable in full.

13. Change in Control Agreement. If, on the date of termination of Employee’s employment with the Company or an affiliate of the Company, Employee is entitled to rights or benefits under a written Change of Control Agreement with the Company containing provisions relating to stock options which are more favorable to Employee than those contained in this Option, the provisions of such Change of Control Agreement shall prevail.

14. Administration and Interpretation. The Plan shall be administered by the Committee, which shall have full and exclusive power to interpret the Plan, to grant waivers of restrictions, and to adopt such rules, regulations, and guidelines for carrying out the Plan as it may deem necessary or proper. All questions of interpretation and administration with respect to the Plan and this Option shall be determined by the Committee, and its determination shall be final and conclusive.

15. Notices. Any notice hereunder by the holder of this Option shall be given to the Company in writing and such notice and any payment hereunder shall be deemed duly given or made only upon receipt thereof at the Company’s principal office in San Antonio, Texas, or at such other place as the Company may designate by written notice to the holder of this Option. Any notice or other communication hereunder to the holder of this Option shall be in writing and shall be deemed duly given if mailed or delivered to the holder at such address as he may have on file with the Company.

16. Shareholder Rights. The holder of this Option shall have no rights as a shareholder with respect to any Option Shares until the holder of this Option or his nominee becomes a shareholder of record with respect to such shares.

17. Withholding. The holder of this Option may be required to pay any taxes which must be withheld prior to receipt of any Option Shares hereunder

IN WITNESS WHEREOF, the Company has caused this Option to be executed in duplicate and its corporate seal to be hereunto affixed by its proper corporate officers thereunto duly authorized.


ATTEST:	LUBY’S, INC.

	By
Secretary		Gasper Mir, III, Chairman of the Board

ACCEPTED:

Employee

EX-99.K 3 h37362a6exv99wk.htm OPTION AGREEMENT - HARRIS J. PAPPAS exv99wk

Exhibit K

LUBY’S, INC.

INCENTIVE STOCK OPTION

GRANTED UNDER LUBY’S INCENTIVE STOCK PLAN


Name of Employee:		Harris J. Pappas

Date of Grant:		November 8, 2005

Number of Option Shares:		65,500

Option Price per Share:		$12.92

THIS OPTION is granted on the above date (the “Date of Grant”) by Luby’s, Inc. (the “Company”) to the person named above (the “Employee”), upon the following terms and conditions:

17. Withholding. The holder of this Option may be required to pay any taxes which must be withheld prior to receipt of any Option Shares hereunder

IN WITNESS WHEREOF, the Company has caused this Option to be executed in duplicate and its corporate seal to be hereunto affixed by its proper corporate officers thereunto duly authorized.


ATTEST:	LUBY’S, INC.

	By
Secretary		Gasper Mir, III, Chairman of the Board

ACCEPTED:

Employee