McCormick & Schmick's Seafood Restaurants, Inc.


Incentive Stock Option Agreement

        This Agreement is between McCormick & Schmick's Seafood Restaurants, Inc., a Delaware corporation (the "Company"), and [                        ] (the "Optionee"), pursuant to the Company's 2004 Stock Incentive Plan (the "Plan"). The Company and the Optionee agree as follows:

        1.    Option Grant.    The Company grants to the Optionee on the terms and conditions of this Agreement the right and the option (the "Option") to purchase all or any part of [            ] shares of the Company's Common Stock at a purchase price of $[            ] per share. The terms and conditions of the Option grant set forth in attached Exhibit A are incorporated into and made a part of this Agreement. The Option is intended to be an Incentive Stock Option as defined in Section 422 of the Internal Revenue Code of 1986, as amended.

        2.    Grant Date; Expiration Date.    The Grant Date for this Option is [                        ]. The Option shall continue in effect until the tenth anniversary of the Grant Date (the "Expiration Date") unless earlier terminated as provided in Sections 2, 7 or 8 of Exhibit A. The Option shall not be exercisable on or after the Expiration Date.

        3.    Exercise of Option.    The Vesting Reference Date of this Option is [            ]. The Option will become exercisable in accordance with Section 1 of Exhibit A.

        The parties have executed this Agreement in duplicate as of the Grant Date.

McCormick & Schmick's Seafood Restaurants, Inc.


Exhibit A to
Stock Option Agreement

        1.    Time of Exercise of Option.    Until it expires or is terminated as provided in Sections 2, 7 or 8 of this Exhibit A, the Option may be exercised from time to time to purchase whole shares as to which it has become exercisable. The Option shall become exercisable for    % of the shares on each anniversary of the Vesting Reference Date, so that the Option will be fully exercisable on the           anniversary of the Vesting Reference Date.

        2.    Termination of Employment or Service.    

        2.1   General Rule. Except as provided in this Section 2, the Option may not be exercised unless at the time of exercise the Optionee is employed by or in the service of the Company and shall have been so employed or provided such service continuously since the Grant Date. For purposes of this Exhibit A, the Optionee is considered to be employed by or in the service of the Company if the Optionee is employed by or in the service of the Company or any parent or subsidiary of the Company (an "Employer").

        2.2   Termination Generally. If the Optionee's employment or service with the Company terminates for any reason other than because of total disability or death as provided in Sections 2.3 or 2.4, the Option may be exercised at any time before the Expiration Date or the expiration of 30 days after the date of termination, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of termination.

        2.3   Termination Because of Total Disability. If the Optionee's employment or service with the Company terminates because of total disability, the Option may be exercised at any time before the Expiration Date or before the date 12 months after the date of termination, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of termination. The term "total disability" means a medically determinable mental or physical impairment that is expected to result in death or has lasted or is expected to last for a continuous period of 12 months or more and that, in the opinion of the Company and two independent physicians, causes the Optionee to be unable to perform duties as an employee, director, officer or consultant of the Employer and unable to be engaged in any substantial gainful activity. Total disability shall be deemed to have occurred on the first day after the two independent physicians have furnished their written opinion of total disability to the Company and the Company has reached an opinion of total disability.

        2.4   Termination Because of Death. If the Optionee dies while employed by or in the service of the Company, the Option may be exercised at any time before the Expiration Date or before the date 12 months after the date of death, whichever is the shorter period, but only if and to the extent the Optionee was entitled to exercise the Option at the date of death and only by the person or persons to whom the Optionee's rights under the Option shall pass by the Optionee's will or by the laws of descent and distribution of the state or country of domicile at the time of death.

        2.5   Leave of Absence. Absence on leave approved by the Employer or on account of illness or disability shall not be deemed a termination or interruption of employment or service. Vesting of the Option shall continue during a medical, family or military leave of absence, whether paid or unpaid, and vesting of the Option shall be suspended during any other unpaid leave of absence.

        2.6   Failure to Exercise Option. To the extent that following termination of employment or service, the Option is not exercised within the applicable periods described above, all further rights to purchase shares pursuant to the Option shall cease and terminate.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC