8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): November 24, 2009

Luby’s, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-8308	74-1335253
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(IRS Employer Identification Number)

13111 Northwest Freeway, Suite 600

Houston, Texas 77040

(Address of principal executive offices, including zip code)

Registrant’s telephone number, including area code: (713) 329-6800

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 1.01. ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

Amendment to Employment Agreements for Executive Officers

On November 19, 2009, Luby’s, Inc. (the “Company”) entered into a third amendment to the Employment Agreements dated November 9, 2005 and as amended on October 29, 2007 and November 19, 2008 (the “Agreements”) between the Company and each of Christopher J. Pappas and Harris J. Pappas (together, the “Executives”).

Commencing November 19, 2009, Luby’s shall pay to Executive a fixed annual base salary of Two Hundred and Fifty Thousand Dollars ($250,000) for the remainder of the term of the agreement. The Executive shall be eligible, but not entitled, to receive incentive compensation in an amount that the independent Board of Directors of the Company or an authorized Committee, shall determine, solely based upon the Company’s performance relative to Board-approved goals relating to the Company’s achievement of same-store sales (50%) and earnings before interest, taxes, depreciation and amortization (50%) targets.”

The Executives’ fixed annual base salaries of Two Hundred and Fifty Thousand Dollars ($250,000) represents a reduction from their previous fixed annual base salaries of Four Hundred Thousand Dollars ($400,000).

These amendments were unanimously approved by the Company’s Board of Directors and by the Company’s Nominating and Corporate Governance Committee, which is comprised solely of independent directors.

The foregoing descriptions of the amendments to the Agreements do not purport to be complete and are qualified in their entirety by reference to the amendments to the Agreements, the Purchase Agreement and the Rights Agreement, copies of which are attached as Exhibits 10.1 and 10.2 to this Form 8-K and are incorporated herein by reference.

Grants of Incentive Stock Options for Executive Officers

On November 19, 2009, pursuant to the Luby’s Incentive Stock Plan, the Executive Compensation Committee of the Board of Directors of Luby’s, Inc. approved grants of options to purchase the Company’s common stock for the following executive officers: Christopher J. Pappas , Chief Executive Officer (50,000 options), Harris J. Pappas, Chief Operating Officer (50,000 options), Peter Tropoli, Senior Vice President, General Counsel and Secretary, (30,000 options) and K. Scott Gray, Senior Vice President and Chief Financial Officer (30,000 options). The exercise price of the stock options is the closing market price on the date of the grant, $3.46 and the options vest and become exercisable at a rate of 25% per year. Vested options must be exercised within 10 years of grant.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 10.1	Amendment No. 3 dated as of November 19, 2009 to Employment Agreement dated as of November 9, 2005 and as amended on October 29, 2007 and November 19, 2008 between Luby’s, Inc. and Christopher J. Pappas.
Exhibit 10.2	Amendment No. 3 dated as of November 19, 2009 to Employment Agreement dated as of November 9, 2005 and as amended on October 29, 2007 and November 19, 2008 between Luby’s, Inc. and Harris J. Pappas.
Exhibit 10.3	Form of Incentive Stock Option Award Agreement.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		LUBY’S, INC.
		(Registrant)
Date:	November 24, 2009	By:	/S/    CHRISTOPHER J. PAPPAS
			Christopher J. Pappas
			President and Chief Executive Officer

EXHIBIT INDEX

Exhibit No.	Description
10.1	Amendment No. 3 dated as of November 19, 2009 to Employment Agreement dated as of November 9, 2005 and as amended on October 29, 2007 and November 19, 2008 between Luby’s, Inc. and Christopher J. Pappas.
10.2	Amendment No. 3 dated as of November 19, 2009 to Employment Agreement dated as of November 9, 2005 and as amended on October 29, 2007 and November 19, 2008 between Luby’s, Inc. and Harris J. Pappas.
10.3	Form of Incentive Stock Option Award Agreement.

EX-10.1

Exhibit 10.1

AMENDMENT NO. 3 TO

EMPLOYMENT AGREEMENT

This Amendment No. 3 (“Amendment”) to the Employment Agreement, dated November 9, 2005, between Luby’s, Inc., a Delaware corporation (“Company”), and Christopher J. Pappas, a resident of Houston, Texas (“Executive”) is executed as of November 19, 2009, (the “Effective Date”). For purposes of this Amendment, “Luby’s” or the “Company” shall include the subsidiaries of Company.

RECITALS

WHEREAS, the parties entered into the following agreements:

(1) Employment Agreement, dated November 9, 2005

(2) Amendment No. 1 to Employment Agreement, dated October 29, 2007

(3) Amendment No. 2 to Employment Agreement, dated November 19, 2008

(Collectively referred to as “Agreements”);

WHEREAS, the parties desire to modify said Agreements as hereinafter set forth; and

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, said Agreements shall be modified as follows, as of the effective date:

1. Section 4 of the Agreements is hereby amended and restated as follows:

“4. Compensation. Executive’s compensation during his employment under the terms of this Agreement shall be as follows:

(a) Base Salary. Commencing November 19, 2009, Luby’s shall pay to Executive a fixed annual base salary (the “Base Salary”) of Two Hundred and Fifty Thousand Dollars ($250,000) for each year. The Base Salary shall be payable in equal, semi-monthly installments on or about the 15th day and last day of each month or at such other times and in such installments as may be agreed between Luby’s and Executive. All payments shall be subject to the deduction of payroll taxes, income tax withholdings, and similar deductions and withholdings as required by law.

(b) Bonus. During each year of the Term, in addition to the Base Salary, Executive shall be eligible but not entitled to receive incentive compensation in an amount that the independent Board of Directors of the Company or an authorized Committee, shall determine, solely based upon the Company’s performance relative to Board-approved goals relating to the Company’s achievement of same-store sales (50%) and earnings before interest, taxes, depreciation and amortization (50%) targets.”

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.

LUBY’S, INC.		CHRISTOPHER J. PAPPAS
By:	/s/ Gasper Mir, III	/s/ Christopher J. Pappas
Name:	GASPER MIR, III
Title:	CHAIRMAN OF THE BOARD

EX-10.2

Exhibit 10.2

AMENDMENT NO. 3 TO

EMPLOYMENT AGREEMENT

This Amendment No. 3 (“Amendment”) to the Employment Agreement, dated November 9, 2005, between Luby’s, Inc., a Delaware corporation (“Company”), and Harris J. Pappas, a resident of Houston, Texas (“Executive”) is executed as of November 19, 2009, (the “Effective Date”). For purposes of this Amendment, “Luby’s” or the “Company” shall include the subsidiaries of Company.

RECITALS

WHEREAS, the parties entered into the following agreements:

(1) Employment Agreement, dated November 9, 2005

(2) Amendment No. 1 to Employment Agreement, dated October 29, 2007

(3) Amendment No. 2 to Employment Agreement, dated November 19, 2008

(Collectively referred to as “Agreements”);

WHEREAS, the parties desire to modify said Agreements as hereinafter set forth; and

NOW, THEREFORE, for and in consideration of the mutual promises, covenants and obligations contained herein, said Agreements shall be modified as follows, as of the effective date:

2. Section 4 of the Agreements is hereby amended and restated as follows:

“4. Compensation. Executive’s compensation during his employment under the terms of this Agreement shall be as follows:

(a) Base Salary. Commencing November 19, 2009, Luby’s shall pay to Executive a fixed annual base salary (the “Base Salary”) of Two Hundred and Fifty Thousand Dollars ($250,000) for each year. The Base Salary shall be payable in equal, semi-monthly installments on or about the 15th day and last day of each month or at such other times and in such installments as may be agreed between Luby’s and Executive. All payments shall be subject to the deduction of payroll taxes, income tax withholdings, and similar deductions and withholdings as required by law.

(b) Bonus. During each year of the Term, in addition to the Base Salary, Executive shall be eligible but not entitled to receive incentive compensation in an amount that the independent Board of Directors of the Company or an authorized Committee, shall determine, solely based upon the Company’s performance relative to Board-approved goals relating to the Company’s achievement of same-store sales (50%) and earnings before interest, taxes, depreciation and amortization (50%) targets.”

IN WITNESS WHEREOF, the Parties have executed this Amendment effective as of the Effective Date.

LUBY’S, INC.		HARRIS J. PAPPAS
By:	/s/ Gasper Mir, III	/s/ Harris J. Pappas
Name:	GASPER MIR, III
Title:	CHAIRMAN OF THE BOARD

EX-10.3

Exhibit 10.3

LUBY’S, INC.

INCENTIVE STOCK OPTION

GRANTED UNDER LUBY’S INCENTIVE STOCK PLAN

Name of Employee:

Date of Grant:

Number of Option Shares:

Option Price per Share:

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. Termination of employment shall mean the last date that Grantee is either an employee of the Company or an Affiliate or engaged as a consultant or director of the Company or an Affiliate. 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 ten years from the Date of Grant. The termination date of this Option is the day preceding the tenth 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 Houston, 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
Gasper Mir, III, Chairman of the Board		Christopher J. Pappas, President and Chief Executive Officer
ACCEPTED:
Employee