S-8 POS

As filed with the Securities and Exchange Commission on September 3, 2003

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3
TO

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

WORLDWIDE RESTAURANT CONCEPTS, INC.

(Exact name of registrant as specified in its charter)

DELAWARE	95-4307254
(State or other jurisdiction	(I.R.S. Employer
of incorporation or organization)	Identification Number)

15301 Ventura Boulevard	(Zip Code)
Building B – Suite 300
Sherman Oaks, California	91403
(Address of principal executive offices)

WORLDWIDE RESTAURANT CONCEPTS, INC.
1997 EMPLOYEE STOCK INCENTIVE PLAN
(Full title of the plan)

MR. A. KEITH WALL
VICE PRESIDENT & CHIEF FINANCIAL OFFICER
WORLDWIDE RESTAURANT CONCEPTS, INC.
15301 VENTURA BOULEVARD
BUILDING B – SUITE 300
SHERMAN OAKS, CALIFORNIA 91403
(Name and address of agent for service)

(818) 662-9800
(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

			Proposed Maximum		Proposed Maximum
Title of Securities	Amount to be		Offering Price Per		Aggregate Offering		Amount of Registration
to be Registered	Registered1		Share		Price		Fee
Common Stock	$	NA	$	NA	$	NA	$	NA
Total		NA	$	NA	$	NA	$	NA

¹This amendment does not include the registration of any additional securities reserved for issuance pursuant to the Worldwide Restaurant Concepts, Inc. 1997 Employee Stock Incentive Plan (the “Plan”).

TABLE OF CONTENTS

PART I INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
	Item 1. Plan Information
	Item 2. Registrant Information and Employee Plan Annual Information
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
	Item 3. Incorporation of Documents by Reference
	Item 4. Description of Securities
	Item 5. Interests of Named Experts and Counsel
	Item 6. Indemnification of Directors and Officers
	Item 7. Exemption from Registration Claimed
	Item 8. Exhibits
	Item 9. Undertakings
SIGNATURES
EXHIBIT INDEX
EXHIBIT 4.4
EXHIBIT 23.1

PART I

INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

Item 1. Plan Information.

          Pursuant to its Registration Statement on Form S-8 No. 33-347661 filed with the United States Securities and Exchange Commission (the “SEC”) on March 10, 1998 (the “Original Registration Statement”), the registrant registered 1,000,000 shares of its Common Stock, $.01 par value per share (the “Common Stock”), issuable under the 1997 Employee Stock Incentive Plan (the “Employee Plan”).

          The Employee Plan was amended by resolution of the Board of Directors of the registrant (the “Board”) on June 17, 1998 to increase the number of shares of Common Stock reserved for issuance under the Employee Plan from 1,000,000 to 2,800,000 (the “First Amendment”). The First Amendment became effective on August 18, 1998 upon the approval thereof by the holders of a majority of the shares of Common Stock represented and voting, in person or by proxy, and entitled to vote at the registrant’s annual meeting. By Post-Effective Amendment No. 1 filed with the SEC on August 20, 1999, the registrant amended the Original Registration Statement to reflect the First Amendment of the Employee Plan. By separate Registration Statement on Form S-8 filed with the SEC on August 20, 1999, the registrant registered the additional 1,800,000 shares of Common Stock reserved for issuance under the Employee Plan pursuant to the First Amendment.

          The Employee Plan was again amended by resolution of the Board on June 28, 2001 to increase the number of shares of Common Stock reserved for issuance under the Employee Plan from 2,800,000 to 3,800,000 (the “Second Amendment”) and on August 29, 2001 to reflect the change in the registrant’s name from “Sizzler International, Inc.” to “Worldwide Restaurant Concepts, Inc.” (the “Third Amendment”). The Second Amendment became effective on August 29, 2001 upon the approval thereof by the holders of a majority of the shares of Common Stock represented and voting, in person or by proxy, and entitled to vote at the registrant’s annual meeting and the Third Amendment became effective upon its execution on September 4, 2001. By Post-Effective Amendment No. 2 filed with the SEC on November 14, 2001, the registrant amended the Original Registration Statement, as amended, to reflect the Second Amendment and the Third Amendment of the Employee Plan. By separate registration statement on Form S-8 filed with the SEC on November 14, 2001, the registrant registered the additional 1,000,000 shares of Common Stock reserved for issuance under the Employee Plan pursuant to the Second Amendment.

          The Employee Plan was again amended by resolution of the Board on June 24, 2003 to increase the number of shares of Common Stock reserved for issuance under the Employee Plan from 3,800,000 to 5,000,000 and to prohibit the repricing of options (the “Fourth Amendment”). The Fourth Amendment became effective on August 26, 2003 upon the approval thereof by the holders of a majority of the shares of Common Stock represented and voting, in person or by proxy, and entitled to vote at the registrant’s annual meeting.

2

          By this Post-Effective Amendment, the registrant hereby amends the Original Registration Statement as amended, to reflect the Fourth Amendment of the Employee Plan.

          The contents of the Original Registration Statement, as amended, are incorporated herein by reference into this Post-Effective Amendment No. 3. Required opinions, consents and signatures are included in this amendment.

Item 2. Registrant Information and Employee Plan Annual Information.

          See Item 1.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference

          See Item 1.

Item 4. Description of Securities.

          See Item 1.

Item 5. Interests of Named Experts and Counsel.

          See Item 1.

Item 6. Indemnification of Directors and Officers.

          See Item 1.

Item 7. Exemption from Registration Claimed.

          See Item 1.

Item 8. Exhibits.

          See Exhibit Index and Exhibits at the end of this Post-Effective Amendment No. 3.

Item 9. Undertakings.

          1.       The undersigned registrant hereby undertakes:

3

                  (i)     To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

                  (ii)     That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to the initial bona fide offering thereof.

                  (iii)     To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

          2.     The undersigned registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

          3.     Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registration in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel, the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

4

SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and had duly caused this amendment to registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in Sherman Oaks, State of California, on this 26th day of August, 2003.

WORLDWIDE RESTAURANT CONCEPTS, INC.
By	/s/ Charles L. Boppell
	Charles L. Boppell
	Chief Executive Officer

POWER OF ATTORNEY

          Each individual whose signature appears below constitutes and appoints Charles L. Boppell and A. Keith Wall and each or either of them, his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this registration statement, and to file the same, with all exhibits thereto, and all other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

5

     Pursuant to the requirements of the Securities Act of 1933, this amendment to registration statement has been signed by the following persons in the capacities and on the dates indicated.

NAME	TITLE	DATE
/s/ Charles L. Boppell      Charles L. Boppell	Director and Chief Executive Officer (Principal Executive Officer)	August 26, 2003
/s/ Phillip D. Matthews      Phillip D. Matthews	Director and Chairman of the Board	August 26, 2003
/s/ James A. Collins      James A. Collins	Director and Chairman Emeritus	August 26, 2003
/s/ Peggy Cherng      Peggy Cherng	Director	August 26, 2003
/s/ Barry E. Krantz      Barry E. Krantz	Director	August 26, 2003
/s/ Robert A. Muh      Robert A. Muh	Director	August 26, 2003
/s/ Kevin W. Perkins      Kevin W. Perkins	Director	August 26, 2003
/s/ Charles F. Smith      Charles F. Smith	Director	August 26, 2003
/s/ A. Keith Wall      A. Keith Wall	Vice President and Chief Financial Officer (Principal Financial and Accounting Officer)	August 26, 2003

6

EXHIBIT INDEX

EXHIBIT		SEQUENTIALLY
NO.	DESCRIPTION	NUMBERED PAGE
4.1	Certificate of Incorporation of the Registrant, incorporated by reference to Exhibit 3.1 to Amendment No. 1 to the Registrant’s Form S-4 Registration Statement (Registration No. 33-38412)	N/A
4.2	Certificate of Ownership and Merger of Worldwide Restaurant Concepts, Inc. into the Registrant, incorporated herein by reference to Exhibit 4.2 to the Registrant’s Post-Effective Amendment No. 2 to Form S-8 Registration Statement No. 333-47661 filed November 14, 2001	N/A
4.3	Bylaws of the Registrant as amended through September 4, 2001, incorporated by reference to Exhibit 3.3 to the Registrant’s Annual Report on Form 10-K filed July 17, 2003	N/A
4.4	The Registrant’s 1997 Employee Stock Incentive Plan, as amended through August 26, 2003	8
4.5	Rights Agreement dated January 22, 2001 between the Registrant and The Bank of New York, incorporated herein by reference to Exhibit 4 to the Registrant’s Current Report on Form 8-K filed January 22, 2001	N/A
4.6	Certificate of Designation of Series A Junior Participating Preferred Stock of the Registrant, incorporated herein by reference to Amendment No. 1 to the Registrant’s Form S-4 Registration Statement No. 33-38412	N/A
23.1	Consent of Deloitte & Touche LLP	22
24.1	Power of Attorney (included on signature page)	N/A

7 EX-4.4 3 v92786a3exv4w4.txt EXHIBIT 4.4 WORLDWIDE RESTAURANT CONCEPTS, INC. 1997 EMPLOYEE STOCK INCENTIVE PLAN (As Amended Through August 26, 2003) 1. Purpose of Plan. The purpose of this 1997 Employee Stock Incentive Plan ("Plan") of Worldwide Restaurant Concepts, Inc., a Delaware corporation (the "Company"), is to enable the Company and its subsidiaries to attract, retain and motivate their employees by providing for or increasing the proprietary interests of such persons in the Company. This Plan provides for the sale of Restricted Shares and the grant of Incentive Options, Non-Qualified Options and Discount Options (as such capitalized terms are hereinafter defined) to eligible employees of the Company and its subsidiaries. In addition, this Plan provides for the grant of Stock Appreciation Rights (as hereinafter defined) in connection with the grant of options. 2. Certain Definitions. As used in this Plan, the following terms shall have the meanings indicated: (a) "Restricted Share" shall mean a Common Share sold under this Plan that is subject to the restrictions imposed pursuant to Section 6 hereof and such additional restrictions as may be imposed under this Plan by the Committee. (b) "Common Share" shall mean a share of the common stock, par value $.01 per share, of the Company, together with any other securities with respect to which options granted hereunder may become exercisable. (c) "Committee" shall have the meaning ascribed to it in Section 8 hereof. (d) "Incentive Option" shall mean an option granted under this Plan that is both intended to and qualifies as an incentive stock option under Section 422 of the Internal Revenue Code of 1986, as amended (the "Code"). (e) "Non-Qualified Option" shall mean an option granted under this Plan that (1) either is not intended to be or is not denominated as an Incentive Option, or that does not qualify as an incentive stock option under Section 422 of the Code, and (2) that has an exercise price that is not less than the greater of (i) the aggregate Fair Market Value of the Option Shares on the date of grant of such option or (ii) the aggregate par value of the Option Shares. (f) "Discount Option" shall mean an option granted under this Plan that (1) either is not intended to be or is not denominated as an Incentive Option, or that does not qualify as an incentive stock option under Section 422 of the Code, and (2) that has an exercise price that is less than the aggregate Fair Market Value of the Option Shares on the date of grant of such option, but not less than the greater of (a) 50% of the aggregate Fair Market EXHIBIT 4.4 8 Value of the Option Shares on the date of grant of such option or (b) the aggregate par value of the Option Shares. (g) "Fair Market Value" shall have the meaning ascribed to it in Section 10 hereof. (h) "Option Shares" shall mean, with respect to any option granted under this Plan, the Common Shares that may be acquired upon the exercise in full of such option. (i) "Non-Employee Director" shall mean any director of the Company that is a Non-Employee Director as defined in Rule 16b-3(b)(3). (j) "Stock Appreciation Right" shall have the meaning ascribed to it in Section 7(e) hereof. 3. Common Shares Subject to Plan. The maximum number of Common Shares that may be sold as Restricted Shares or that may be acquired upon the exercise in full of options granted under this Plan, or of Stock Appreciation Rights granted in connection therewith, in the aggregate is 5,000,000, subject to adjustment as provided in Section 11 hereof. Such maximum number does not include the number of Restricted Shares sold under this Plan that are repurchased by the Company nor does it include the number of Common Shares subject to the unexercised portion of any option granted under this Plan that expires or is terminated. However, the maximum number of Common Shares does include the number of Common Shares subject to the portion of any option granted under this Plan that is surrendered in connection with the exercise of any Stock Appreciation Rights granted in connection with any option. 4. Persons Eligible under Plan. Any person employed by the Company or any of its subsidiaries on a salaried basis, including any director who is so employed (an "Employee"), shall be eligible to be considered for the sale of Restricted Shares and grant of options under this Plan. 5. Duration of Plan. Restricted Shares may not be sold or options granted under this Plan after January 1, 2007. 6. Restricted Shares. (a) Restricted Shares may be sold under this Plan to any Employee for an amount that is not less than the aggregate par value of such shares, which amount shall be paid in full in cash on the date of such sale. (b) All Restricted Shares sold under this Plan shall be subject to the following restrictions: EXHIBIT 4.4 9 (i) except to the extent provided in the Employee's Restricted Stock Agreement concerning permitted transfers to certain family members or trusts, such shares may not be sold, assigned, conveyed, gifted, pledged, transferred, hypothecated, or otherwise disposed of by the purchaser of such shares; and (ii) in the event that such purchaser ceases to be an Employee for any reason other than death, total disability, early retirement with the consent of the Board of Directors of the Company, or normal retirement (individually and collectively, "Retirement"), the Company shall have the option for 30 days following the date of such event to repurchase, for cash, at the price paid therefor by such purchaser, all or any part of such shares that, on the date of such event, are still subject to any restrictions imposed under this Plan, which option shall be deemed to be exercised by the Company to purchase all of such shares unless the Committee shall notify such purchaser otherwise in writing during such 30-day period. (c) Upon each sale of Restricted Shares under this Plan the Committee shall, on behalf of the Company, enter into, execute and deliver to the purchaser of such shares an agreement of purchase and sale containing the terms and conditions of such sale (the "Restricted Stock Agreement"). Each Restricted Stock Agreement shall have attached as an exhibit thereto a lapsing schedule that specifies, for each anniversary of the date of such sale, criteria governing the termination of restrictions and the percentage of shares eligible for such termination of restrictions on such anniversary (the "Lapsing Schedule"). If the criteria indicated on such Lapsing Schedule for any anniversary shall be satisfied in full on such anniversary, then all restrictions imposed upon such shares under this Plan, including the restrictions imposed pursuant to subsection (b) above, shall thereupon terminate with respect to the percentage of such shares indicated on such Lapsing Schedule for such anniversary. (d) All restrictions imposed upon Restricted Shares sold under this Plan, including the restrictions imposed pursuant to subsection (b) above, that have not theretofore terminated pursuant to subsection (c) above shall terminate upon the first to occur of the following: (i) the date upon which the purchaser of such shares shall cease to be an Employee as a result of Retirement; or (ii) if the Committee notifies the purchaser in writing that the Company will not exercise its repurchase option, 30 days after the date upon which such purchaser shall cease to be an Employee for any reason other than Retirement. EXHIBIT 4.4 10 7. Stock Options. (a) Incentive Options. (i) Incentive Options may be granted under this Plan to any Employee and, in connection therewith, Stock Appreciation Rights may be granted to such Employee. Each Incentive Option granted under this Plan shall have an exercise price that is not less than the greater of (A) 100% of the aggregate Fair Market Value of the Option Shares on the date of grant of such option or (B) the aggregate par value of the Option Shares; provided, however, that each Incentive Option granted under this Plan to an Employee then owning (after application of the family and other attribution rules of Section 425(d) of the Code) more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporations shall have an exercise price that is not less than the greater of (X) 110% of the aggregate Fair Market Value of the Option Shares on the date of grant of such options or (Y) the aggregate par value of the Option Shares. (ii) Each Incentive Option granted under this Plan shall expire on the tenth anniversary of the date of grant of such option; provided, however, that any Incentive Option granted under this Plan to an Employee who owns (after the application of the family and other attribution rules of Section 425(d) of the Code), at the time such option is granted, more than 10% of the total combined voting power of all classes of stock of the Company or of its parent or subsidiary corporations shall expire on the fifth anniversary of the date of grant of such option. In addition, each Incentive Option shall also terminate upon, or within a certain time after, the Employee's termination of employment with the Company or any of its subsidiaries, as more fully set forth in the Option Agreement. (iii) To the extent that the aggregate Fair Market Value (determined on the date such options are granted) of the Common Shares with respect to which Incentive Options are exercisable for the first time by any Employee during any calendar year (under this Plan and all other stock option plans of the Company and its parent or subsidiary corporations) exceeds $100,000, then such excess over $100,000 shall not be considered as subject to an Incentive Option, but rather shall be considered as subject to a Non-Qualified Option. This rule shall be applied by taking Common Shares subject to Incentive Options that are purchasable for the first time in the calendar year into account in the order in which such Incentive Options were granted. (b) Non-Qualified Options. Non-Qualified Options may be granted under this Plan to any Employee and, in connection therewith, Stock Appreciation Rights may be granted to such Employee. Each Non-Qualified Option granted under this Plan shall expire on the earlier of (a) the tenth anniversary of the date of grant of, such option, or (b) upon, or EXHIBIT 4.4 11 within a certain time after, the Employee's termination of employment with the Company or any of its subsidiaries, as more fully set forth in the Option Agreement. (c) Discount Options. Discount Options may be granted under this Plan to any Employee and, in connection therewith, Stock Appreciation Rights may be granted to such Employee. Each Discount Option granted under this Plan shall expire on the earlier of (a) the tenth anniversary of the date of grant of such option, or (b) upon, or within a certain time after, the Employee's termination of employment with the Company or any of its subsidiaries, as more fully set forth in the Option Agreement. (d) Option Agreements. Upon each grant of an option under this Plan, the Committee, on behalf of the Company, shall enter into, execute, and deliver to the optionee an option agreement containing the terms and conditions of such option (the "Option Agreement"). (e) Stock Appreciation Rights. (i) If the Option Agreement with respect to such option so provides, the grant of an option under this Plan may include the grant of a right (a "Stock Appreciation Right") to surrender all or part of such option, in lieu of the exercise thereof, in exchange for, at the election of the optionee, cash or Common Shares or any combination thereof having an aggregate Fair Market Value on the date of such surrender equal to the excess of (i) the aggregate Fair Market Value on the date of such surrender of the Common Shares otherwise issuable upon exercise of such option or part of an option so surrendered, over and above (ii) the exercise price of such option or part of an option so surrendered. (ii) Notwithstanding subsection (i) above, in the event that the grant of an option under this Plan shall include the grant of a Stock Appreciation Right, then, except as otherwise provided in subsection (ii)(D)(2) below: (A) the optionee may not exercise such Stock Appreciation Right and receive cash in full or partial settlement thereof unless (1) the Company shall have been subject to the reporting requirements of Section 13 of the Securities Exchange Act of 1934, as amended (the "1934 Act") Act for at least one year prior to such exercise and shall have filed all reports and statements required to be filed pursuant to such section during such year, (2) the Company on a regular basis releases quarterly and annual summary statements of its sales and earnings ("Financial Data") for publication on a wire service, in a financial news service, or in a newspaper of general circulation, or Financial Data is otherwise made publicly available on a regular basis, and (3) such Stock Appreciation Right shall not have been exercised during the first six months after the date of grant thereof; EXHIBIT 4.4 12 (B) any election by the optionee to receive cash in full or partial settlement of such Stock Appreciation Right, as well as any exercise by such optionee of such Stock Appreciation Right for such cash, shall be made during the period beginning on the third business day following the date of release of Financial Data and ending on the twelfth business day following such date; (C) the Committee shall have sole discretion to consent to or disapprove any election by the optionee to receive cash in full or partial settlement of such Stock Appreciation Right, which consent or disapproval may be given at any time after such election; and (D) the Committee may, at any time, in its sole discretion, (1) impose such additional conditions on the exercise of such Stock Appreciation Right as may be required to comply with Rule 16b-3 promulgated under the 1934 Act, and (2) waive any of the above-described restrictions in the event that either (a) the optionee is not subject to Section 16 of the 1934 Act, (b) the transaction would not result in liability under said Section 16, or (c) the optionee consents to liability thereunder and consents to disgorge any profits relating thereto to the Company. (f) Nontransferability. Any transferability restrictions imposed on options and related Stock Appreciation Rights shall be set forth in the individual Option (or tandem Option and Stock Appreciation Rights) Agreement. (g) Payment of Exercise Price of Options. Payment of the exercise price of any option granted under this Plan shall be made in full in cash concurrently with the exercise of such option; provided, however, that, if and to the extent the Option Agreement with respect to such option so provides, the payment of such exercise price may be made: (1) in whole or in part, with Common Shares delivered concurrently with such exercise (such shares to be valued on the basis of the Fair Market Value of such shares on the date of such exercise), provided that the Company is not then prohibited from purchasing or acquiring Common Shares; and/or (2) in whole or in part, by reducing the number of Common Shares to be delivered to the optionee upon exercise of such option (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional Common Shares that would otherwise have been delivered to such optionee upon exercise of such option), provided that the Company is not then prohibited from purchasing or acquiring Common Shares; EXHIBIT 4.4 13 and provided further, however, that in the event the exercise of such option occurs on or after the Acceleration Date (as hereinafter defined), the payment of such exercise price may be made in part by the delivery concurrently with such exercise, of a full-recourse promissory note in the form attached hereto as Exhibit A, provided that the principal amount of such note shall not exceed the excess of the exercise price of such option over and above the aggregate par value of the Option Shares. (h) The Committee shall not permit the repricing of options granted under this Plan by any method, including by cancellation and reissuance. 8. Administration of Plan. This Plan shall be administered by a committee of the Board of Directors of the Company (the "Board"). So long as the Board consists of at least two Non-Employee Directors, the Committee shall consist of two or more Non-Employee Directors (the "Committee"), who shall serve at the pleasure of the Board. On behalf of the Company, and subject to the provisions of this Plan, the Committee shall be authorized and empowered to do all things necessary or desirable in connection with the administration of this Plan, including, without limitation, the following: (a) adopt, amend, and rescind rules and regulations relating to this Plan; (b) determine which persons meet the requirements of Section 4 hereof for eligibility under this Plan, and to which of such eligible persons, if any, Restricted Shares shall be sold and options shall be granted under this Plan; (c) sell Restricted Shares under this Plan, determine the terms and conditions to be included in the Restricted Stock Agreements, including the number of shares, the restrictions to be imposed upon such shares, the criteria and percentages of shares to be specified in the Lapsing Schedules, and any other terms and conditions deemed necessary or desirable, determine the permissible forms of payment of any income taxes required to be withheld by the Company as a result of such sales, and determine whether, and the extent to which, the Company should exercise any option hereunder to repurchase such shares; (d) grant options under this Plan, determine the terms and conditions to be included in the Option Agreements, including the number of Common Shares subject thereto, the exercise prices, the permissible forms of payment of such exercise prices, the grant, if any, of Stock Appreciation Rights, the terms of exercise of such options and Stock Appreciation Rights, and any other terms and conditions deemed necessary or desirable, consent to or disapprove any election to receive cash in full or partial settlement of any such Stock Appreciation Rights, and determine the permissible forms of payment of any income taxes required to be withheld by the Company as a result of the exercise of such options; EXHIBIT 4.4 14 (e) determine whether, and the extent to which, adjustments are required under Section 11 hereof; and (f) construe this Plan and the terms, conditions and restrictions of any Restricted Shares sold under this Plan and any options and Stock Appreciation Rights granted under this Plan, and the Restricted Stock Agreements and Option Agreements with respect to such Restricted Shares and options. Neither the members of the Board nor any member of the Committee shall be liable for any act, omission, or determination taken or made in good faith with respect to the Plan or any option, right, or share of stock granted or sold under it, and members of the Board and the Committee shall be entitled to indemnification and reimbursement by the Company in respect of any claim, loss, damage, or expense (including attorneys' fees, the costs of settling any suit, provided such settlement is approved by independent legal counsel selected by the Company, and amounts paid in satisfaction of a judgment, except a judgment based on a finding of bad faith) arising therefrom to the full extent permitted by law and under any directors and officers liability or similar insurance coverage that may from time to time be in effect. 9. Payment of Income Taxes. If the Company is required to withhold an amount on account of any federal or state income tax imposed as a result of the sale of any Restricted Shares under this Plan or exercise of any option or Stock Appreciation Right granted under this Plan, the purchaser or optionee shall, concurrently with such withholding, pay such amount to the Company in full in cash; provided, however, that, in the discretion of the Committee, the payment of such amount to the Company may be made, in whole or in part: (a) with Common Shares delivered by such purchaser or optionee concurrently with such withholding (such shares to be valued on the basis of the Fair Market Value of such shares on the date of such sale or exercise), provided that the Company is not then prohibited from purchasing or acquiring Common Shares; and/or (b) by reducing the number of Common Shares to be delivered to such optionee upon exercise of such option (such reduction to be valued on the basis of the aggregate Fair Market Value (determined on the date of such exercise) of the additional Common Shares that would otherwise have been delivered to such optionee upon exercise of such option), provided that the Company is not then prohibited from purchasing or acquiring Common Shares. 10. Determination of Fair Market Value. The "Fair Market Value" of a Common Share or other security on any day shall be equal to the last sale price, regular way, per Common Share or unit of such other security on such day or, in case no such sale takes place on such day, the average of the closing bid and asked prices, regular way, in either case as reported in the principal consolidated transaction reporting system with respect to securities listed or admitted to trading on the New York Stock Exchange or, if the Common Shares or such other security are EXHIBIT 4.4 15 not listed or admitted to trading on the New York Stock Exchange, as reported in the principal consolidated transaction reporting system with respect to securities listed on the principal national securities exchange on which the Common Shares or such other security are listed or admitted to trading or, if the Common Shares or such other securities are not listed or admitted to trading on any national securities exchange, the last quoted price or, if not so quoted, the average of the high bid and low asked prices in the over-the-counter market, as reported by the National Association of Securities Dealers, Inc. Automated Quotations System ("NASDAQ") or such other system then in use or, if on any such date the Common Shares or such other security are not quoted by any such organization, the average of the closing bid and asked prices as furnished by a professional market maker making a market in the Common Shares or such other security selected by the Board. In all other cases, Fair Market Value shall be the value determined in good faith by the Board. For purposes of valuing Common Shares subject to the Incentive Options, the Fair Market Value of a Common Share or other security shall be determined without regard to any restriction other than one which, by its terms, will never lapse. 11. Adjustments. If the outstanding securities of the class then subject to this Plan are increased, decreased or exchanged for or converted into cash, property and/or a different number or kind of securities, or if cash, property, and/or securities are distributed in respect of such outstanding securities, in either case as a result of a reorganization, merger, or consolidation that shall not have been affirmatively recommended to the stockholders of the Company by the Board, or as a result of a recapitalization, reclassification, dividend (other than a regular, quarterly cash dividend) or other distribution, stock split, reverse stock split, or the like, then, unless such event shall cause this Plan to terminate pursuant to Section 13(b) hereof, the Committee shall make appropriate and proportionate adjustments in the following: (a) the maximum number and type of shares or other securities that may thereafter be sold under this Plan or acquired upon the exercise in full of options and Stock Appreciation Rights thereafter granted under this Plan; (b) the number and type of shares or other securities or cash or other property that may be acquired upon the exercise in full of options and Stock Appreciation Rights theretofore granted under this Plan; and (c) the number and type of securities thereafter subject to the restrictions previously imposed upon other securities under this Plan; provided, however, that any such adjustments in options theretofore granted under this Plan shall be made without changing the aggregate exercise price of the unexercised portions of such options. 12. Acceleration. All outstanding options and Stock Appreciation Rights theretofore granted under this Plan shall become fully exercisable, and all restrictions imposed upon Restricted Shares theretofore sold under this Plan shall terminate, upon the first to occur of the following (the "Acceleration Date"): EXHIBIT 4.4 16 (a) the date of dissemination to the stockholders of the Company of a proxy statement seeking stockholder approval of a reorganization, merger, or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Plan are exchanged for or converted into cash, property, and/or securities not issued by the Company, unless such reorganization, merger, or consolidation shall have been affirmatively recommended to the stockholders of the Company by the Board; (b) the first date of public announcement that any person or entity, together with all Affiliates and Associates (as such capitalized terms are defined in Rule 12b-2 promulgated under the 1934 Act) of such person or entity, shall have become, or shall intend to become, or shall have commenced a tender offer or exchange offer the consummation of which would result in such person or entity becoming, the Beneficial Owner (as defined in Rule 13d-3 promulgated under the 1934 Act) of voting securities of the Company representing 25% or more of the voting power of the Company, provided, however, that the terms "person" and "entity," as used in this subsection (b), shall not include (i) the Company or any of its subsidiaries, (ii) any employee benefit plan of the Company or any of its subsidiaries, (iii) any entity holding voting securities of the Company for or pursuant to the terms of any such plan, (iv) any person or entity who or which, together with all Affiliates and Associates of such person or entity is, on the date of adoption of this Plan by the Board, the Beneficial Owner of voting securities of the Company representing 15% or more of the voting power of the Company, or (v) any Affiliate or Associate of any person or entity described in (iv) above; (c) the first date upon which directors of the Company who were nominated by the Board for election as directors shall cease to constitute a majority of the authorized number of directors of the Company; or (d) the date of dissemination to the stockholders of the Company of a proxy statement disclosing a change of control of the Company. 13. Termination. This Plan and all outstanding options and Stock Appreciation Rights theretofore granted under this Plan shall terminate upon the first to occur of the following: (a) the dissolution or liquidation of the Company; (b) a reorganization, merger, or consolidation of the Company as a result of which the outstanding securities of the class then subject to this Plan are exchanged for or converted into cash, property, and/or securities not issued by the Company, which reorganization, merger, or consolidation shall have been affirmatively recommended to the stockholders of the Company by the Board; or (c) a sale of substantially all of the property and assets of the Company. EXHIBIT 4.4 17 14. Amendment of Plan. The Board may alter, amend, suspend, or terminate this Plan, provided that no such action shall deprive the purchaser of any Restricted Shares theretofore sold under this Plan or the optionee of any option theretofore granted under this Plan, without the consent of such purchaser or optionee, of such Restricted Shares or option or of any rights of such person thereunder or with respect thereto. Except as provided in this Plan, no such action of the Board, unless and until such action is approved by the stockholders of the Company, may: (a) increase the maximum number of Common Shares that may be sold as Restricted Shares under this Plan; (b) increase the maximum number of Common Shares that maybe acquired upon the exercise in full of options granted under this Plan, or of Stock Appreciation Rights granted in connection therewith, in the aggregate; (c) reduce the purchase price of Restricted Shares that may thereafter be sold under this Plan, or the minimum permissible exercise price of options theretofore granted or that may thereafter be granted under this Plan; (d) the class of persons eligible to be considered for the sale of Restricted Shares or grant of options under this Plan; (e) the administration of the Plan from the Committee or render the members of the Committee eligible to receive options, rights, or stock under the Plan while serving as such; (f) extend the duration of this Plan; or (g) materially increase the benefits accruing to the purchasers of Restricted Shares theretofore sold or that may thereafter be sold under this Plan, or the benefits accruing to the optionees of options theretofore granted or that may thereafter be granted under this Plan. 15. Effective Date of Plan. This Plan shall become effective on the date on which it is accepted by the Board (the "Effective Date"). This Plan shall be approved by the stockholders of the Company, consistent with applicable laws, within twelve (12) months after the Effective Date. Options may be granted under this Plan after the Effective Date provided that, in the event that stockholder approval is not obtained within such period, this Plan and all options granted hereunder shall terminate. No Option granted after the Effective Date shall be exercisable on or before the date that the Plan is approved by the stockholders of the Company. 16. Legal Restrictions. Nothing herein, in any agreement entered into hereunder, or in any option or right granted hereunder shall require the Company to sell any Restricted Shares or issue any Common Shares upon exercise of any option or right if such sale or issuance would, in EXHIBIT 4.4 18 the opinion of counsel for the Company, constitute a violation of the Securities Act of 1933, as amended, or any similar or superseding statute or statutes, or any applicable statute or regulation, as then in effect. At the time of any sale of Restricted Shares or exercise of an option or right, the Company may, as a condition precedent to the sale of such stock or exercise of such option or right, require from the holder of the stock, stock option, or right (or in the event of his death, his legal representatives, legatees, or distributees, or in the event of a Qualified Domestic Relations Order, his alternate payee) such written representations, if any, concerning his (or the transferee's) intentions with regard to the retention or disposition of the Common Shares being acquired by purchase of such Restricted Shares or exercise of such option or right and such written covenants and agreements, if any, as to the manner of disposal of such Common Shares as, in the opinion of counsel to the Company, may be necessary to ensure that any disposition by such holder (or in the event of his death, his legal representatives, legatees, or distributees, or in the event of a Qualified Domestic Relations Order, his alternate payee), will not involve a violation of the Securities Act of 1933, as amended, or any similar or superseding statute or statutes, or any other applicable state or federal statute or regulation, as then in effect. Certificates for Common Shares, when issued, shall have appropriate legends, or statements of other applicable restrictions, endorsed thereon, and may or may not be immediately transferable. 17. Governing Law. All questions arising with respect to the provisions of the Plan or any Option Agreement or Restricted Stock Agreement shall be determined by application of the laws of the State of Delaware except to the extent Delaware law is preempted by federal law. The obligation of the Company to sell and deliver Common Shares hereunder is subject to applicable laws and to the approval of any governmental authority required in connection with the authorization, issuance, sale, or delivery of such Common Shares. EXHIBIT 4.4 19 EXHIBIT A PROMISSORY NOTE LOS ANGELES, CALIFORNIA $ 200__ FOR VALUE RECEIVED, ("Borrower") hereby promises to pay to the order of Worldwide Restaurant Concepts, Inc., a Delaware corporation ("Lender"), at such place as shall be designated by Lender from time to time, the principal sum of ($ ) with interest thereon upon all principal remaining from time to time unpaid computed from the date hereof at an annual rate equal to the prime rate or reference rate announced from time to time by Manufacturers Hanover Trust or any successor in interest thereof. Principal and interest shall be paid in five equal annual installments of an amount calculated to pay in full all principal and interest due hereunder, which installments shall be due and payable on the first anniversary hereof and on each anniversary thereafter to and including the fifth anniversary hereof; provided, however, that all principal and all accrued but unpaid interest shall be due and payable on the fifth anniversary hereof. Borrower shall have the right at any time and without prepayment premium to prepay any or all of the accrued but unpaid interest and the outstanding principal balance; provided, however that each prepayment made by Borrower to the holder hereof shall be credited first to the accrued but unpaid interest and any remainder to the outstanding principal balance, and interest shall thereupon cease to accrue with respect to principal so credited. Upon the failure to make any payment as provided herein, the holder hereof may apply payments received on any amounts due hereunder as the holder hereof may determine, and if the holder hereof so elects, notice of such election being expressly waived, the outstanding principal balance hereunder together with all accrued interest thereon shall at once become due and payable. In the event of such acceleration, the holder hereof shall credit all payments received on any amounts due hereunder first to the accrued but unpaid interest due hereunder, and then any remainder to the outstanding principal balance hereunder. All agreements between Borrower and the holder hereof are expressly limited so that in no contingency or event whatsoever, whether by reason of advancement of the proceeds hereof, acceleration of the maturity of the unpaid principal balance hereof, or otherwise, shall the amount paid or agreed to be paid to the holder hereof for the use, forbearance, or detention of the money to be advanced hereunder exceed the highest lawful rate permissible under applicable usury laws. If, from any circumstances whatsoever, fulfillment of any provision of this Promissory Note or of any other agreement referred to herein, at the time performance of such provision shall be due, shall involve transcending the limit of validity prescribed by law which a court of competent jurisdiction may deem applicable hereto, then ipso facto, the obligation to be fulfilled shall be reduced to the limit of such validity, and if from any circumstances the holder hereof shall ever receive as interest EXHIBIT 4.4 20 an amount that would exceed the highest lawful rate, such amount that would be excessive interest shall be applied to the reduction of the unpaid principal balance due hereunder and not to the payment of interest. This provision shall control every other provision of all agreements between Borrower and the holder hereof. If this Promissory Note is not paid when due, whether at maturity or by acceleration, Borrower promises to pay all costs of collection incurred by the holder hereof, including, but not limited to, reasonable attorneys' fees, whether or not suit is filed hereon. EXHIBIT 4.4 21 EX-23.1 4 v92786a3exv23w1.txt EXHIBIT 23.1 Deloitte & Touche Deloitte & Touche LLP 350 South Grand Avenue SUITE 200 Los Angeles, California 90071-3462 Tel: (213) 688-0800 Fax: (213) 688-0100 www.deloitte.com INDEPENDENT AUDITORS' CONSENT We consent to the incorporation by reference in this Post-Effective Amendment No. 3 to Form S-8 Registration Statement No. 33-347661 of Worldwide Restaurant Concepts, Inc. on Form S-8 of our report dated June 24, 2003 (July 15, 2003 as to the fifth paragraph of Note 6) appearing in the Annual Report on Form 10-K of Worldwide Restaurant Concepts, Inc. for the year ended April 30, 2003. /s/ Deloitte & Touche LLP August 27, 2003 EXHIBIT 23.1 22 -----END PRIVACY-ENHANCED MESSAGE-----

EX-4.4

                       WORLDWIDE RESTAURANT CONCEPTS, INC.

                       1997 EMPLOYEE STOCK INCENTIVE PLAN
                      (As Amended Through August 26, 2003)

1.       Purpose of Plan. The purpose of this 1997 Employee Stock Incentive Plan
("Plan") of Worldwide Restaurant Concepts, Inc., a Delaware corporation (the
"Company"), is to enable the Company and its subsidiaries to attract, retain and
motivate their employees by providing for or increasing the proprietary
interests of such persons in the Company. This Plan provides for the sale of
Restricted Shares and the grant of Incentive Options, Non-Qualified Options and
Discount Options (as such capitalized terms are hereinafter defined) to eligible
employees of the Company and its subsidiaries. In addition, this Plan provides
for the grant of Stock Appreciation Rights (as hereinafter defined) in
connection with the grant of options.

2.       Certain Definitions. As used in this Plan, the following terms shall
have the meanings indicated:

                  (a) "Restricted Share" shall mean a Common Share sold under
         this Plan that is subject to the restrictions imposed pursuant to
         Section 6 hereof and such additional restrictions as may be imposed
         under this Plan by the Committee.

                  (b) "Common Share" shall mean a share of the common stock, par
         value $.01 per share, of the Company, together with any other
         securities with respect to which options granted hereunder may become
         exercisable.

                  (c) "Committee" shall have the meaning ascribed to it in
         Section 8 hereof.

                  (d) "Incentive Option" shall mean an option granted under this
         Plan that is both intended to and qualifies as an incentive stock
         option under Section 422 of the Internal Revenue Code of 1986, as
         amended (the "Code").

                  (e) "Non-Qualified Option" shall mean an option granted under
         this Plan that (1) either is not intended to be or is not denominated
         as an Incentive Option, or that does not qualify as an incentive stock
         option under Section 422 of the Code, and (2) that has an exercise
         price that is not less than the greater of (i) the aggregate Fair
         Market Value of the Option Shares on the date of grant of such option
         or (ii) the aggregate par value of the Option Shares.

                  (f) "Discount Option" shall mean an option granted under this
         Plan that (1) either is not intended to be or is not denominated as an
         Incentive Option, or that does not qualify as an incentive stock option
         under Section 422 of the Code, and (2) that has an exercise price that
         is less than the aggregate Fair Market Value of the Option Shares on
         the date of grant of such option, but not less than the greater of (a)
         50% of the aggregate Fair Market

                                   EXHIBIT 4.4

                                       8


         Value of the Option Shares on the date of grant of such option or (b)
         the aggregate par value of the Option Shares.

                  (g) "Fair Market Value" shall have the meaning ascribed to it
         in Section 10 hereof.

                  (h) "Option Shares" shall mean, with respect to any option
         granted under this Plan, the Common Shares that may be acquired upon
         the exercise in full of such option.

                  (i) "Non-Employee Director" shall mean any director of the
         Company that is a Non-Employee Director as defined in Rule 16b-3(b)(3).

                  (j) "Stock Appreciation Right" shall have the meaning ascribed
         to it in Section 7(e) hereof.

3.       Common Shares Subject to Plan. The maximum number of Common Shares that
may be sold as Restricted Shares or that may be acquired upon the exercise in
full of options granted under this Plan, or of Stock Appreciation Rights granted
in connection therewith, in the aggregate is 5,000,000, subject to adjustment as
provided in Section 11 hereof. Such maximum number does not include the number
of Restricted Shares sold under this Plan that are repurchased by the Company
nor does it include the number of Common Shares subject to the unexercised
portion of any option granted under this Plan that expires or is terminated.
However, the maximum number of Common Shares does include the number of Common
Shares subject to the portion of any option granted under this Plan that is
surrendered in connection with the exercise of any Stock Appreciation Rights
granted in connection with any option.

4.       Persons Eligible under Plan. Any person employed by the Company or any
of its subsidiaries on a salaried basis, including any director who is so
employed (an "Employee"), shall be eligible to be considered for the sale of
Restricted Shares and grant of options under this Plan.

5.       Duration of Plan. Restricted Shares may not be sold or options granted
under this Plan after January 1, 2007.

6.       Restricted Shares.

                  (a) Restricted Shares may be sold under this Plan to any
         Employee for an amount that is not less than the aggregate par value of
         such shares, which amount shall be paid in full in cash on the date of
         such sale.

                  (b) All Restricted Shares sold under this Plan shall be
         subject to the following restrictions:

                                   EXHIBIT 4.4

                                       9


                           (i) except to the extent provided in the Employee's
                  Restricted Stock Agreement concerning permitted transfers to
                  certain family members or trusts, such shares may not be sold,
                  assigned, conveyed, gifted, pledged, transferred,
                  hypothecated, or otherwise disposed of by the purchaser of
                  such shares; and

                           (ii) in the event that such purchaser ceases to be an
                  Employee for any reason other than death, total disability,
                  early retirement with the consent of the Board of Directors of
                  the Company, or normal retirement (individually and
                  collectively, "Retirement"), the Company shall have the option
                  for 30 days following the date of such event to repurchase,
                  for cash, at the price paid therefor by such purchaser, all or
                  any part of such shares that, on the date of such event, are
                  still subject to any restrictions imposed under this Plan,
                  which option shall be deemed to be exercised by the Company to
                  purchase all of such shares unless the Committee shall notify
                  such purchaser otherwise in writing during such 30-day period.

                  (c) Upon each sale of Restricted Shares under this Plan the
         Committee shall, on behalf of the Company, enter into, execute and
         deliver to the purchaser of such shares an agreement of purchase and
         sale containing the terms and conditions of such sale (the "Restricted
         Stock Agreement"). Each Restricted Stock Agreement shall have attached
         as an exhibit thereto a lapsing schedule that specifies, for each
         anniversary of the date of such sale, criteria governing the
         termination of restrictions and the percentage of shares eligible for
         such termination of restrictions on such anniversary (the "Lapsing
         Schedule"). If the criteria indicated on such Lapsing Schedule for any
         anniversary shall be satisfied in full on such anniversary, then all
         restrictions imposed upon such shares under this Plan, including the
         restrictions imposed pursuant to subsection (b) above, shall thereupon
         terminate with respect to the percentage of such shares indicated on
         such Lapsing Schedule for such anniversary.

                  (d) All restrictions imposed upon Restricted Shares sold under
         this Plan, including the restrictions imposed pursuant to subsection
         (b) above, that have not theretofore terminated pursuant to subsection
         (c) above shall terminate upon the first to occur of the following:

                           (i) the date upon which the purchaser of such shares
                  shall cease to be an Employee as a result of Retirement; or

                           (ii) if the Committee notifies the purchaser in
                  writing that the Company will not exercise its repurchase
                  option, 30 days after the date upon which such purchaser shall
                  cease to be an Employee for any reason other than Retirement.

                                   EXHIBIT 4.4

                                       10


7.       Stock Options.

                  (a) Incentive Options.

                           (i) Incentive Options may be granted under this Plan
                  to any Employee and, in connection therewith, Stock
                  Appreciation Rights may be granted to such Employee. Each
                  Incentive Option granted under this Plan shall have an
                  exercise price that is not less than the greater of (A) 100%
                  of the aggregate Fair Market Value of the Option Shares on the
                  date of grant of such option or (B) the aggregate par value of
                  the Option Shares; provided, however, that each Incentive
                  Option granted under this Plan to an Employee then owning
                  (after application of the family and other attribution rules
                  of Section 425(d) of the Code) more than 10% of the total
                  combined voting power of all classes of stock of the Company
                  or of its parent or subsidiary corporations shall have an
                  exercise price that is not less than the greater of (X) 110%
                  of the aggregate Fair Market Value of the Option Shares on the
                  date of grant of such options or (Y) the aggregate par value
                  of the Option Shares.

                           (ii) Each Incentive Option granted under this Plan
                  shall expire on the tenth anniversary of the date of grant of
                  such option; provided, however, that any Incentive Option
                  granted under this Plan to an Employee who owns (after the
                  application of the family and other attribution rules of
                  Section 425(d) of the Code), at the time such option is
                  granted, more than 10% of the total combined voting power of
                  all classes of stock of the Company or of its parent or
                  subsidiary corporations shall expire on the fifth anniversary
                  of the date of grant of such option. In addition, each
                  Incentive Option shall also terminate upon, or within a
                  certain time after, the Employee's termination of employment
                  with the Company or any of its subsidiaries, as more fully set
                  forth in the Option Agreement.

                           (iii) To the extent that the aggregate Fair Market
                  Value (determined on the date such options are granted) of the
                  Common Shares with respect to which Incentive Options are
                  exercisable for the first time by any Employee during any
                  calendar year (under this Plan and all other stock option
                  plans of the Company and its parent or subsidiary
                  corporations) exceeds $100,000, then such excess over $100,000
                  shall not be considered as subject to an Incentive Option, but
                  rather shall be considered as subject to a Non-Qualified
                  Option. This rule shall be applied by taking Common Shares
                  subject to Incentive Options that are purchasable for the
                  first time in the calendar year into account in the order in
                  which such Incentive Options were granted.

                  (b) Non-Qualified Options. Non-Qualified Options may be
         granted under this Plan to any Employee and, in connection therewith,
         Stock Appreciation Rights may be granted to such Employee. Each
         Non-Qualified Option granted under this Plan shall expire on the
         earlier of (a) the tenth anniversary of the date of grant of, such
         option, or (b) upon, or

                                   EXHIBIT 4.4

                                       11


         within a certain time after, the Employee's termination of employment
         with the Company or any of its subsidiaries, as more fully set forth in
         the Option Agreement.

                  (c) Discount Options. Discount Options may be granted under
         this Plan to any Employee and, in connection therewith, Stock
         Appreciation Rights may be granted to such Employee. Each Discount
         Option granted under this Plan shall expire on the earlier of (a) the
         tenth anniversary of the date of grant of such option, or (b) upon, or
         within a certain time after, the Employee's termination of employment
         with the Company or any of its subsidiaries, as more fully set forth in
         the Option Agreement.

                  (d) Option Agreements. Upon each grant of an option under this
         Plan, the Committee, on behalf of the Company, shall enter into,
         execute, and deliver to the optionee an option agreement containing the
         terms and conditions of such option (the "Option Agreement").

                  (e) Stock Appreciation Rights.

                           (i) If the Option Agreement with respect to such
                  option so provides, the grant of an option under this Plan may
                  include the grant of a right (a "Stock Appreciation Right") to
                  surrender all or part of such option, in lieu of the exercise
                  thereof, in exchange for, at the election of the optionee,
                  cash or Common Shares or any combination thereof having an
                  aggregate Fair Market Value on the date of such surrender
                  equal to the excess of (i) the aggregate Fair Market Value on
                  the date of such surrender of the Common Shares otherwise
                  issuable upon exercise of such option or part of an option so
                  surrendered, over and above (ii) the exercise price of such
                  option or part of an option so surrendered.

                           (ii) Notwithstanding subsection (i) above, in the
                  event that the grant of an option under this Plan shall
                  include the grant of a Stock Appreciation Right, then, except
                  as otherwise provided in subsection (ii)(D)(2) below:

                                    (A) the optionee may not exercise such Stock
                           Appreciation Right and receive cash in full or
                           partial settlement thereof unless (1) the Company
                           shall have been subject to the reporting requirements
                           of Section 13 of the Securities Exchange Act of 1934,
                           as amended (the "1934 Act") Act for at least one year
                           prior to such exercise and shall have filed all
                           reports and statements required to be filed pursuant
                           to such section during such year, (2) the Company on
                           a regular basis releases quarterly and annual summary
                           statements of its sales and earnings ("Financial
                           Data") for publication on a wire service, in a
                           financial news service, or in a newspaper of general
                           circulation, or Financial Data is otherwise made
                           publicly available on a regular basis, and (3) such
                           Stock Appreciation Right shall not have been
                           exercised during the first six months after the date
                           of grant thereof;

                                   EXHIBIT 4.4

                                       12


                                    (B) any election by the optionee to receive
                           cash in full or partial settlement of such Stock
                           Appreciation Right, as well as any exercise by such
                           optionee of such Stock Appreciation Right for such
                           cash, shall be made during the period beginning on
                           the third business day following the date of release
                           of Financial Data and ending on the twelfth business
                           day following such date;

                                    (C) the Committee shall have sole discretion
                           to consent to or disapprove any election by the
                           optionee to receive cash in full or partial
                           settlement of such Stock Appreciation Right, which
                           consent or disapproval may be given at any time after
                           such election; and

                                    (D) the Committee may, at any time, in its
                           sole discretion, (1) impose such additional
                           conditions on the exercise of such Stock Appreciation
                           Right as may be required to comply with Rule 16b-3
                           promulgated under the 1934 Act, and (2) waive any of
                           the above-described restrictions in the event that
                           either (a) the optionee is not subject to Section 16
                           of the 1934 Act, (b) the transaction would not result
                           in liability under said Section 16, or (c) the
                           optionee consents to liability thereunder and
                           consents to disgorge any profits relating thereto to
                           the Company.

                  (f) Nontransferability. Any transferability restrictions
         imposed on options and related Stock Appreciation Rights shall be set
         forth in the individual Option (or tandem Option and Stock Appreciation
         Rights) Agreement.

                  (g) Payment of Exercise Price of Options. Payment of the
         exercise price of any option granted under this Plan shall be made in
         full in cash concurrently with the exercise of such option; provided,
         however, that, if and to the extent the Option Agreement with respect
         to such option so provides, the payment of such exercise price may be
         made:

                           (1) in whole or in part, with Common Shares delivered
                  concurrently with such exercise (such shares to be valued on
                  the basis of the Fair Market Value of such shares on the date
                  of such exercise), provided that the Company is not then
                  prohibited from purchasing or acquiring Common Shares; and/or

                           (2) in whole or in part, by reducing the number of
                  Common Shares to be delivered to the optionee upon exercise of
                  such option (such reduction to be valued on the basis of the
                  aggregate Fair Market Value (determined on the date of such
                  exercise) of the additional Common Shares that would otherwise
                  have been delivered to such optionee upon exercise of such
                  option), provided that the Company is not then prohibited from
                  purchasing or acquiring Common Shares;

                                   EXHIBIT 4.4

                                       13


                  and provided further, however, that in the event the exercise
                  of such option occurs on or after the Acceleration Date (as
                  hereinafter defined), the payment of such exercise price may
                  be made in part by the delivery concurrently with such
                  exercise, of a full-recourse promissory note in the form
                  attached hereto as Exhibit A, provided that the principal
                  amount of such note shall not exceed the excess of the
                  exercise price of such option over and above the aggregate par
                  value of the Option Shares.

                  (h) The Committee shall not permit the repricing of options
         granted under this Plan by any method, including by cancellation and
         reissuance.

8.       Administration of Plan. This Plan shall be administered by a committee
of the Board of Directors of the Company (the "Board"). So long as the Board
consists of at least two Non-Employee Directors, the Committee shall consist of
two or more Non-Employee Directors (the "Committee"), who shall serve at the
pleasure of the Board. On behalf of the Company, and subject to the provisions
of this Plan, the Committee shall be authorized and empowered to do all things
necessary or desirable in connection with the administration of this Plan,
including, without limitation, the following:

                  (a) adopt, amend, and rescind rules and regulations relating
         to this Plan;

                  (b) determine which persons meet the requirements of Section 4
         hereof for eligibility under this Plan, and to which of such eligible
         persons, if any, Restricted Shares shall be sold and options shall be
         granted under this Plan;

                  (c) sell Restricted Shares under this Plan, determine the
         terms and conditions to be included in the Restricted Stock Agreements,
         including the number of shares, the restrictions to be imposed upon
         such shares, the criteria and percentages of shares to be specified in
         the Lapsing Schedules, and any other terms and conditions deemed
         necessary or desirable, determine the permissible forms of payment of
         any income taxes required to be withheld by the Company as a result of
         such sales, and determine whether, and the extent to which, the Company
         should exercise any option hereunder to repurchase such shares;

                  (d) grant options under this Plan, determine the terms and
         conditions to be included in the Option Agreements, including the
         number of Common Shares subject thereto, the exercise prices, the
         permissible forms of payment of such exercise prices, the grant, if
         any, of Stock Appreciation Rights, the terms of exercise of such
         options and Stock Appreciation Rights, and any other terms and
         conditions deemed necessary or desirable, consent to or disapprove any
         election to receive cash in full or partial settlement of any such
         Stock Appreciation Rights, and determine the permissible forms of
         payment of any income taxes required to be withheld by the Company as a
         result of the exercise of such options;

                                   EXHIBIT 4.4

                                       14


                  (e) determine whether, and the extent to which, adjustments
         are required under Section 11 hereof; and

                  (f) construe this Plan and the terms, conditions and
         restrictions of any Restricted Shares sold under this Plan and any
         options and Stock Appreciation Rights granted under this Plan, and the
         Restricted Stock Agreements and Option Agreements with respect to such
         Restricted Shares and options.

Neither the members of the Board nor any member of the Committee shall be liable
for any act, omission, or determination taken or made in good faith with respect
to the Plan or any option, right, or share of stock granted or sold under it,
and members of the Board and the Committee shall be entitled to indemnification
and reimbursement by the Company in respect of any claim, loss, damage, or
expense (including attorneys' fees, the costs of settling any suit, provided
such settlement is approved by independent legal counsel selected by the
Company, and amounts paid in satisfaction of a judgment, except a judgment based
on a finding of bad faith) arising therefrom to the full extent permitted by law
and under any directors and officers liability or similar insurance coverage
that may from time to time be in effect.

9.       Payment of Income Taxes. If the Company is required to withhold an
amount on account of any federal or state income tax imposed as a result of the
sale of any Restricted Shares under this Plan or exercise of any option or Stock
Appreciation Right granted under this Plan, the purchaser or optionee shall,
concurrently with such withholding, pay such amount to the Company in full in
cash; provided, however, that, in the discretion of the Committee, the payment
of such amount to the Company may be made, in whole or in part:

                  (a) with Common Shares delivered by such purchaser or optionee
         concurrently with such withholding (such shares to be valued on the
         basis of the Fair Market Value of such shares on the date of such sale
         or exercise), provided that the Company is not then prohibited from
         purchasing or acquiring Common Shares; and/or

                  (b) by reducing the number of Common Shares to be delivered to
         such optionee upon exercise of such option (such reduction to be valued
         on the basis of the aggregate Fair Market Value (determined on the date
         of such exercise) of the additional Common Shares that would otherwise
         have been delivered to such optionee upon exercise of such option),
         provided that the Company is not then prohibited from purchasing or
         acquiring Common Shares.

10.      Determination of Fair Market Value. The "Fair Market Value" of a Common
Share or other security on any day shall be equal to the last sale price,
regular way, per Common Share or unit of such other security on such day or, in
case no such sale takes place on such day, the average of the closing bid and
asked prices, regular way, in either case as reported in the principal
consolidated transaction reporting system with respect to securities listed or
admitted to trading on the New York Stock Exchange or, if the Common Shares or
such other security are

                                   EXHIBIT 4.4

                                       15


not listed or admitted to trading on the New York Stock Exchange, as reported in
the principal consolidated transaction reporting system with respect to
securities listed on the principal national securities exchange on which the
Common Shares or such other security are listed or admitted to trading or, if
the Common Shares or such other securities are not listed or admitted to trading
on any national securities exchange, the last quoted price or, if not so quoted,
the average of the high bid and low asked prices in the over-the-counter market,
as reported by the National Association of Securities Dealers, Inc. Automated
Quotations System ("NASDAQ") or such other system then in use or, if on any such
date the Common Shares or such other security are not quoted by any such
organization, the average of the closing bid and asked prices as furnished by a
professional market maker making a market in the Common Shares or such other
security selected by the Board. In all other cases, Fair Market Value shall be
the value determined in good faith by the Board. For purposes of valuing Common
Shares subject to the Incentive Options, the Fair Market Value of a Common Share
or other security shall be determined without regard to any restriction other
than one which, by its terms, will never lapse.

11.      Adjustments. If the outstanding securities of the class then subject to
this Plan are increased, decreased or exchanged for or converted into cash,
property and/or a different number or kind of securities, or if cash, property,
and/or securities are distributed in respect of such outstanding securities, in
either case as a result of a reorganization, merger, or consolidation that shall
not have been affirmatively recommended to the stockholders of the Company by
the Board, or as a result of a recapitalization, reclassification, dividend
(other than a regular, quarterly cash dividend) or other distribution, stock
split, reverse stock split, or the like, then, unless such event shall cause
this Plan to terminate pursuant to Section 13(b) hereof, the Committee shall
make appropriate and proportionate adjustments in the following:

                  (a) the maximum number and type of shares or other securities
         that may thereafter be sold under this Plan or acquired upon the
         exercise in full of options and Stock Appreciation Rights thereafter
         granted under this Plan;

                  (b) the number and type of shares or other securities or cash
         or other property that may be acquired upon the exercise in full of
         options and Stock Appreciation Rights theretofore granted under this
         Plan; and

                  (c) the number and type of securities thereafter subject to
         the restrictions previously imposed upon other securities under this
         Plan; provided, however, that any such adjustments in options
         theretofore granted under this Plan shall be made without changing the
         aggregate exercise price of the unexercised portions of such options.

12.      Acceleration. All outstanding options and Stock Appreciation Rights
theretofore granted under this Plan shall become fully exercisable, and all
restrictions imposed upon Restricted Shares theretofore sold under this Plan
shall terminate, upon the first to occur of the following (the "Acceleration
Date"):

                                   EXHIBIT 4.4

                                       16


                  (a) the date of dissemination to the stockholders of the
         Company of a proxy statement seeking stockholder approval of a
         reorganization, merger, or consolidation of the Company as a result of
         which the outstanding securities of the class then subject to this Plan
         are exchanged for or converted into cash, property, and/or securities
         not issued by the Company, unless such reorganization, merger, or
         consolidation shall have been affirmatively recommended to the
         stockholders of the Company by the Board;

                  (b) the first date of public announcement that any person or
         entity, together with all Affiliates and Associates (as such
         capitalized terms are defined in Rule 12b-2 promulgated under the 1934
         Act) of such person or entity, shall have become, or shall intend to
         become, or shall have commenced a tender offer or exchange offer the
         consummation of which would result in such person or entity becoming,
         the Beneficial Owner (as defined in Rule 13d-3 promulgated under the
         1934 Act) of voting securities of the Company representing 25% or more
         of the voting power of the Company, provided, however, that the terms
         "person" and "entity," as used in this subsection (b), shall not
         include (i) the Company or any of its subsidiaries, (ii) any employee
         benefit plan of the Company or any of its subsidiaries, (iii) any
         entity holding voting securities of the Company for or pursuant to the
         terms of any such plan, (iv) any person or entity who or which,
         together with all Affiliates and Associates of such person or entity
         is, on the date of adoption of this Plan by the Board, the Beneficial
         Owner of voting securities of the Company representing 15% or more of
         the voting power of the Company, or (v) any Affiliate or Associate of
         any person or entity described in (iv) above;

                  (c) the first date upon which directors of the Company who
         were nominated by the Board for election as directors shall cease to
         constitute a majority of the authorized number of directors of the
         Company; or

                  (d) the date of dissemination to the stockholders of the
         Company of a proxy statement disclosing a change of control of the
         Company.

13.      Termination. This Plan and all outstanding options and Stock
Appreciation Rights theretofore granted under this Plan shall terminate upon the
first to occur of the following:

                  (a) the dissolution or liquidation of the Company;

                  (b) a reorganization, merger, or consolidation of the Company
         as a result of which the outstanding securities of the class then
         subject to this Plan are exchanged for or converted into cash,
         property, and/or securities not issued by the Company, which
         reorganization, merger, or consolidation shall have been affirmatively
         recommended to the stockholders of the Company by the Board; or

                  (c) a sale of substantially all of the property and assets of
         the Company.

                                   EXHIBIT 4.4

                                       17


14.      Amendment of Plan. The Board may alter, amend, suspend, or terminate
this Plan, provided that no such action shall deprive the purchaser of any
Restricted Shares theretofore sold under this Plan or the optionee of any option
theretofore granted under this Plan, without the consent of such purchaser or
optionee, of such Restricted Shares or option or of any rights of such person
thereunder or with respect thereto. Except as provided in this Plan, no such
action of the Board, unless and until such action is approved by the
stockholders of the Company, may:

                  (a) increase the maximum number of Common Shares that may be
         sold as Restricted Shares under this Plan;

                  (b) increase the maximum number of Common Shares that maybe
         acquired upon the exercise in full of options granted under this Plan,
         or of Stock Appreciation Rights granted in connection therewith, in the
         aggregate;

                  (c) reduce the purchase price of Restricted Shares that may
         thereafter be sold under this Plan, or the minimum permissible exercise
         price of options theretofore granted or that may thereafter be granted
         under this Plan;

                  (d) the class of persons eligible to be considered for the
         sale of Restricted Shares or grant of options under this Plan;

                  (e) the administration of the Plan from the Committee or
         render the members of the Committee eligible to receive options,
         rights, or stock under the Plan while serving as such;

                  (f) extend the duration of this Plan; or

                  (g) materially increase the benefits accruing to the
         purchasers of Restricted Shares theretofore sold or that may thereafter
         be sold under this Plan, or the benefits accruing to the optionees of
         options theretofore granted or that may thereafter be granted under
         this Plan.

15.      Effective Date of Plan. This Plan shall become effective on the date on
which it is accepted by the Board (the "Effective Date"). This Plan shall be
approved by the stockholders of the Company, consistent with applicable laws,
within twelve (12) months after the Effective Date. Options may be granted under
this Plan after the Effective Date provided that, in the event that stockholder
approval is not obtained within such period, this Plan and all options granted
hereunder shall terminate. No Option granted after the Effective Date shall be
exercisable on or before the date that the Plan is approved by the stockholders
of the Company.

16.      Legal Restrictions. Nothing herein, in any agreement entered into
hereunder, or in any option or right granted hereunder shall require the Company
to sell any Restricted Shares or issue any Common Shares upon exercise of any
option or right if such sale or issuance would, in

                                   EXHIBIT 4.4

                                       18


the opinion of counsel for the Company, constitute a violation of the Securities
Act of 1933, as amended, or any similar or superseding statute or statutes, or
any applicable statute or regulation, as then in effect. At the time of any sale
of Restricted Shares or exercise of an option or right, the Company may, as a
condition precedent to the sale of such stock or exercise of such option or
right, require from the holder of the stock, stock option, or right (or in the
event of his death, his legal representatives, legatees, or distributees, or in
the event of a Qualified Domestic Relations Order, his alternate payee) such
written representations, if any, concerning his (or the transferee's) intentions
with regard to the retention or disposition of the Common Shares being acquired
by purchase of such Restricted Shares or exercise of such option or right and
such written covenants and agreements, if any, as to the manner of disposal of
such Common Shares as, in the opinion of counsel to the Company, may be
necessary to ensure that any disposition by such holder (or in the event of his
death, his legal representatives, legatees, or distributees, or in the event of
a Qualified Domestic Relations Order, his alternate payee), will not involve a
violation of the Securities Act of 1933, as amended, or any similar or
superseding statute or statutes, or any other applicable state or federal
statute or regulation, as then in effect. Certificates for Common Shares, when
issued, shall have appropriate legends, or statements of other applicable
restrictions, endorsed thereon, and may or may not be immediately transferable.

17.      Governing Law. All questions arising with respect to the provisions of
the Plan or any Option Agreement or Restricted Stock Agreement shall be
determined by application of the laws of the State of Delaware except to the
extent Delaware law is preempted by federal law. The obligation of the Company
to sell and deliver Common Shares hereunder is subject to applicable laws and to
the approval of any governmental authority required in connection with the
authorization, issuance, sale, or delivery of such Common Shares.

                                   EXHIBIT 4.4

                                       19


                                    EXHIBIT A

                                 PROMISSORY NOTE

                                                         LOS ANGELES, CALIFORNIA
$                                                                          200__

FOR VALUE RECEIVED, ("Borrower") hereby promises to pay to the order of
Worldwide Restaurant Concepts, Inc., a Delaware corporation ("Lender"), at such
place as shall be designated by Lender from time to time, the principal sum of
($ ) with interest thereon upon all principal remaining from time to time unpaid
computed from the date hereof at an annual rate equal to the prime rate or
reference rate announced from time to time by Manufacturers Hanover Trust or any
successor in interest thereof.

Principal and interest shall be paid in five equal annual installments of an
amount calculated to pay in full all principal and interest due hereunder, which
installments shall be due and payable on the first anniversary hereof and on
each anniversary thereafter to and including the fifth anniversary hereof;
provided, however, that all principal and all accrued but unpaid interest shall
be due and payable on the fifth anniversary hereof.

Borrower shall have the right at any time and without prepayment premium to
prepay any or all of the accrued but unpaid interest and the outstanding
principal balance; provided, however that each prepayment made by Borrower to
the holder hereof shall be credited first to the accrued but unpaid interest and
any remainder to the outstanding principal balance, and interest shall thereupon
cease to accrue with respect to principal so credited.

Upon the failure to make any payment as provided herein, the holder hereof may
apply payments received on any amounts due hereunder as the holder hereof may
determine, and if the holder hereof so elects, notice of such election being
expressly waived, the outstanding principal balance hereunder together with all
accrued interest thereon shall at once become due and payable. In the event of
such acceleration, the holder hereof shall credit all payments received on any
amounts due hereunder first to the accrued but unpaid interest due hereunder,
and then any remainder to the outstanding principal balance hereunder.

All agreements between Borrower and the holder hereof are expressly limited so
that in no contingency or event whatsoever, whether by reason of advancement of
the proceeds hereof, acceleration of the maturity of the unpaid principal
balance hereof, or otherwise, shall the amount paid or agreed to be paid to the
holder hereof for the use, forbearance, or detention of the money to be advanced
hereunder exceed the highest lawful rate permissible under applicable usury
laws. If, from any circumstances whatsoever, fulfillment of any provision of
this Promissory Note or of any other agreement referred to herein, at the time
performance of such provision shall be due, shall involve transcending the limit
of validity prescribed by law which a court of competent jurisdiction may deem
applicable hereto, then ipso facto, the obligation to be fulfilled shall be
reduced to the limit of such validity, and if from any circumstances the holder
hereof shall ever receive as interest

                                   EXHIBIT 4.4

                                       20


an amount that would exceed the highest lawful rate, such amount that would be
excessive interest shall be applied to the reduction of the unpaid principal
balance due hereunder and not to the payment of interest. This provision shall
control every other provision of all agreements between Borrower and the holder
hereof.

If this Promissory Note is not paid when due, whether at maturity or by
acceleration, Borrower promises to pay all costs of collection incurred by the
holder hereof, including, but not limited to, reasonable attorneys' fees,
whether or not suit is filed hereon.

                                   EXHIBIT 4.4

                                       21

EX-23.1

                                                                        Deloitte
                                                                        & Touche
Deloitte & Touche LLP
350 South Grand Avenue
SUITE 200
Los Angeles, California 90071-3462
Tel: (213) 688-0800
Fax: (213) 688-0100
www.deloitte.com


                         INDEPENDENT AUDITORS' CONSENT

         We consent to the incorporation by reference in this Post-Effective
Amendment No. 3 to Form S-8 Registration Statement No. 33-347661 of Worldwide
Restaurant Concepts, Inc. on Form S-8 of our report dated June 24, 2003 (July
15, 2003 as to the fifth paragraph of Note 6) appearing in the Annual Report on
Form 10-K of Worldwide Restaurant Concepts, Inc. for the year ended April 30,
2003.

/s/ Deloitte & Touche LLP

August 27, 2003

                                  EXHIBIT 23.1

                                       22