LUBYS INC (Form: 8-K, Received: 12/03/2014 16:43:16)

LUBY’S, INC.

CHRISTOPHER J. PAPPAS

/s/ Peter Tropoli

/s/ Christopher J. Pappas

PETER TROPOLI

Chief Operating Officer

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(D) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): December 1, 2014

Luby’s, Inc.

(Exact name of registrant as specified in its charter)

Delaware

001-8308

74-1335253

(State or other jurisdiction of

incorporation or organization)

(Commission

File Number)

(IRS Employer

Identification Number)

13111 Northwest Freeway, Suite 600

Houston, Texas 77040

(Address of principal executive offices, including zip code)

(713) 329-6800

(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 registrant under any of the following provisions.

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

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

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

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

Item 1.01.

Entry into a Material Definitive Agreement.

On December 1, 2014, Luby’s, Inc. (the “Company”) entered into a first amendment to the Employment Agreement dated January 24, 2014 (the “Agreement”) between the Company and Christopher J. Pappas.

This amendment extended the extend the term of the Agreement to August 31, 2016. This amendment further sets forth a fixed annual base salary for Mr. Pappas of four hundred and sixty-two thousand dollars ($462,000) which may be modified by the Board of Directors, or an authorized committee, with the written consent of Mr. Pappas. The amendment to the Agreement did not change any other terms of the Agreement.

This amendment was approved by the independent directors of the Company’s Board of Directors.

The foregoing description of the amendment to the Agreement does not purport to be complete and is qualified in its entirety by reference to the amendment to the Agreement, a copy of which is attached as Exhibits 10.1 to this Form 8-K and is incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

Exhibit 10.1

First Amendment dated as of December 1, 2014 to Employment Agreement dated as of January 24, 2014 between Luby’s, Inc. and Christopher J. Pappas.

SIGNATURES

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


		LUBY’S, INC. (Registrant)

Date: December 3, 2014	By:	/s/ Christopher J. Pappas
		Christopher J. Pappas
		President and Chief Executive Officer

EXHIBIT INDEX


Exhibit No.		Description

Exhibit 10.1		First Amendment dated as of December 1, 2014 to Employment Agreement dated as of January 24, 2014 between Luby’s, Inc. and Christopher J. Pappas.

Exhibit 10.1

FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

This First Amendment to Employment Agreement (this “ Amendment ”) is entered into effective as of December 1, 2014 (the “ Effective Date ”) by and between Luby’s, Inc. a Delaware corporation (together with its subsidiaries, “ Luby’s ”) and Christopher J. Pappas, a resident of Houston, Texas (“ Executive ”). Luby’s and Executive are sometimes referred to collectively herein as the “Parties.”

WHEREAS , the Parties entered into that certain Employment Agreement, dated January 24, 2014 (the “ Agreement ”); and

WHEREAS , the Parties desire to amend the Agreement to extend the term and to reflect the current base salary of Executive under the Agreement.

NOW, THEREFORE , in consideration of the mutual promises and covenants, and subject to the terms and conditions herein set forth, the Parties hereby agree as follows:

1) Section 3 of the Agreement is hereby amended and replaced in its entirety with the following:

Section 3. Term. Subject to the provisions for termination of employment as provided in Section 8(a), Executive’s employment under this Agreement shall be for a period beginning on the Effective Date and ending on August 31, 2016 (“ Term ”).

2) Section 4(a) of the Agreement is hereby amended and replaced in its entirety with the following:

(a) Base Salary . Luby’s shall pay to Executive a fixed annual base salary (the “ Base Salary ”) of four hundred and sixty-two thousand dollars ($462,000) for each year of the Term. The Base Salary shall be payable in equal, semi-monthly installments on the 15th day and last day of each month or at such other times and in such installments as may be agreed between Luby’s and Executive. All payments shall be subject to the deduction of payroll taxes, income tax withholdings, and similar deductions and withholdings as required by law. The Base Salary may be modified at any time by the Board of Directors or an authorized committee thereof with the written consent of Executive.

3) Except as modified and amended in this Amendment, the Agreement shall remain in full force and effect.

4) This Amendment shall be governed by and construed in accordance with the laws governing the Merger Agreement.

5) This Amendment may be executed in multiple counterparts, each of which shall be deemed an original, but all of which together shall constitute on and the same instrument.

[Signature Page Follows]

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