UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 8-K

 

 

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

April 15, 2016

Date of report (date of earliest event reported)

 

 

The Habit Restaurants, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

Delaware   001-36749   36-4791171

(State or other jurisdictions of

incorporation or organization)

 

(Commission

File Number)

 

(I.R.S. Employer

Identification Nos.)

17320 Red Hill Avenue, Suite 140

Irvine, CA

(Address of principal executive offices) (Zip Code)

(949) 851-8881

(Registrant’s telephone number, including area code)

 

 

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

 

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

 

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

 

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

 

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

 

 

 

Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On April 15, 2016, the Board of Directors of The Habit Restaurants, Inc. (the “Company”) approved a form of restricted stock unit (“RSU”) agreement for use under, and subject to the terms of, The Habit Restaurants, Inc. 2014 Omnibus Incentive Plan (the “Plan”).

The form of RSU agreement will be used to evidence grants of restricted stock units to be made to employees and other eligible service providers of the Company in accordance with the terms of the Plan, including to the Company’s named executive officers. The RSU will vest in accordance with the terms set forth in a participant’s RSU agreement. The unvested portion of the RSU will generally be forfeited upon a failure to satisfy the applicable service or other vesting conditions. A participant is also entitled to an amount equal to any dividends or other distributions that are paid in respect of shares of Company common stock (“shares”) underlying the RSU, provided that such amount will be subject to the same restrictions as the associated shares in respect of which the dividends or other distributions were received.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

 

Exhibit
No.

  

Description

10.1    Form of Restricted Stock Unit Agreement under The Habit Restaurants, Inc. 2014 Omnibus Incentive Plan

SIGNATURES

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

 

  The Habit Restaurants, Inc.
By:  

/s/ Ira Fils

  Ira Fils
  Chief Financial Officer and Secretary

Date: April 15, 2016

EXHIBIT INDEX

 

Exhibit
No.

  

Description

10.1    Form of Restricted Stock Unit Agreement under The Habit Restaurants, Inc. 2014 Omnibus Incentive Plan

Exhibit 10.1

THE HABIT RESTAURANTS, INC.

2014 OMNIBUS INCENTIVE PLAN

Restricted Equity Award

This award evidences the grant of Restricted Stock Units (the “ Award ”) by The Habit Restaurants, Inc., a Delaware corporation (the “ Company ”) on [                    ] (the “ Date of Grant ”) to [                    ] (the “ Grantee ”) pursuant to and subject to the terms of the Company’s 2014 Omnibus Incentive Plan (as from time to time in effect, the “ Plan ”).

1. Grant of Restricted Stock Units . The Award gives the Grantee the conditional right to receive, without payment but subject to the conditions and limitations set forth herein and in the Plan, [                ] shares of Stock, subject to adjustment pursuant to Section 7 of the Plan in respect of transactions occurring after the Date of Grant.

2. Nontransferability . The Award shall not be sold, transferred, pledged, assigned or otherwise encumbered or disposed of except as permitted by the Plan.

3. Vesting; Forfeiture . The vesting and forfeiture provisions applicable to the Award are set forth in Exhibit A hereto.

4. Delivery of Stock . The Company shall, as soon as practicable upon the vesting of any portion of the Award (but in no event later than 30 days following such vesting) effect delivery of the shares of Stock with respect such vested portion to the Grantee (or, in the event of the Grantee’s death, to the Beneficiary). No shares of Stock will be issued pursuant to the Award unless and until all legal requirements applicable to the issuance or transfer of such shares of Stock have been complied with to the satisfaction of the Company.

5. Recovery of Compensation . By entering into this Agreement, the Grantee expressly acknowledges and agrees that in addition to the vesting and forfeiture provisions set forth in Exhibit A hereto, the Award (whether or not vested) is subject to forfeiture, and the Grantee and any permitted transferee will be obligated to return to the Company the value received with respect to the Award (including any gain realized on a subsequent sale or disposition of shares of Stock) in accordance with any clawback or similar policy maintained by the Company, as such policy may be amended and in effect from time to time.

6. Shareholder Rights; Dividends, etc . Nothing in the Award shall confer upon the Grantee any rights of a shareholder, including without limitation voting rights, with respect to the Stock underlying the Award except as to any shares of Stock actually delivered pursuant to Section 4 above. Notwithstanding the foregoing, in the event any portion of the Award vests and shares of Stock in respect of such vested portion are delivered pursuant to Section 4 above, the Company shall at the time of such delivery also pay or deliver, or cause to be paid or delivered, cash or other property having a value as determined by the Administrator equal to any dividends paid or other distributions made with respect to such shares during the period that the Grantee held the corresponding unvested portion of the Award; provided , that the Administrator shall have the discretionary authority, without limiting its other discretionary authority under the Plan and this Award, to determine the form of payment and to make such adjustments as may be required to reflect applicable legal restrictions on distributions or such other matters as the Administrator may determine to be relevant.

7. Certain Tax Matters . The Grantee expressly acknowledges and agrees that the Grantee’s rights hereunder, including the right to be issued shares of Stock upon the vesting or settlement of the Award (or any portion thereof), are subject to the Grantee promptly paying to the Company in cash or by such other means as may be acceptable to the Administrator in its sole discretion (including, if the Administrator so determines, through the Company’s withholding of Shares, but not in excess of the minimum withholding required by law or such higher amount as determined by the Administrator to be consistent with treating the Award as an equity award for accounting purposes), all amounts required to be withheld with respect to U.S. federal, state, local and non-U.S. taxes. The Grantee authorizes the Company and its subsidiaries to withhold such amounts from any amounts otherwise payable to the Grantee, but nothing in this sentence should be construed as relieving the Grantee of any liability for satisfying his or her obligation under the preceding provisions of this Section.

8. Effect on Employment . Neither the grant of the Award, nor the delivery of shares of Stock under the Award, will give the Grantee any right to be retained as an employee of, or other service provider to, the Company or any of its Affiliates, affect the right of the Company or any of its Affiliates to discharge or discipline such Grantee at any time, or affect any right of such Grantee to terminate his or her Employment at any time.

9. Provisions of the Plan . This Award is subject to the provisions of the Plan, which are incorporated herein by reference. A copy of the Plan as in effect on the Date of Grant of this Award has been furnished or made available to the Grantee. By accepting this Award, the Grantee agrees to be bound by the terms of the Plan and this Award. All initially capitalized terms used herein will have the meaning specified in the Plan, unless another meaning is specified herein.

10. Section 409A . This Award is intended to be exempt from the requirements of Section 409A of the Code and shall be construed accordingly. Notwithstanding the foregoing, in no event shall the Company be liable for all or any portion of any taxes, penalties, interest or other expenses that may be incurred by the Participant on account of non-compliance with Section 409A of the Code.

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IN WITNESS WHEREOF, the Company has caused this instrument to be executed by its duly authorized officer.

 

The Habit Restaurants, Inc.
By  

 

Dated:

 

The undersigned hereby acknowledges the terms set forth above and in Exhibit A, and in the Plan, and agrees to be bound thereby:

 

Dated:  

 

 

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