-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FnDcjtxMX3AWcfbc/yL+nq+25uInDHNK/J6FXxdXKoCr70EIjvb1VtKgm14BFw3E RPNMyq4gPIaRxBkY55iMfQ== 0000950123-00-011299.txt : 20001208 0000950123-00-011299.hdr.sgml : 20001208 ACCESSION NUMBER: 0000950123-00-011299 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20001207 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: CHAMPPS ENTERTAINMENT INC/ MA CENTRAL INDEX KEY: 0001040328 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-EATING & DRINKING PLACES [5810] IRS NUMBER: 043370491 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-51865 FILM NUMBER: 784972 BUSINESS ADDRESS: STREET 1: 5619 DTC PARKWAY STREET 2: SUITE 1000 CITY: ENGLEWOOD STATE: CO ZIP: 80111 BUSINESS PHONE: 9787746606 MAIL ADDRESS: STREET 1: ONE CORPORATE PLACE STREET 2: 55 FERNCROFT ROAD CITY: DANVERS STATE: MA ZIP: 01923 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: BARAKETT TIMOTHY R CENTRAL INDEX KEY: 0001039546 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 590 MADISON AVE STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10022 MAIL ADDRESS: STREET 1: 590 MADISON AVE STREET 2: 32ND FL CITY: NEW YORK STATE: NY ZIP: 10022 SC 13D/A 1 y43350sc13da.txt AMENDMENT NO. 18 TO SCHEDULE 13D 1 -------------------------------------- OMB APPROVAL -------------------------------------- OMB Number: 3235-0145 Expires: October 31, 2002 Estimated average burden hours per response . . . . . . 14.90 -------------------------------------- UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 18 )* ---- Champps Entertainment, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share - -------------------------------------------------------------------------------- (Title of Class of Securities) 909 15K 100 - -------------------------------------------------------------------------------- (CUSIP Number) John Zoraian c/o Atticus Capital L.L.C. 590 Madison Avenue, 32nd Floor New York, New York 10022 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 27, 2000 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. [ ] NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Section 240.13d-7 for other parties to whom copies are to be sent. *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 1746 (2-98) 2
CUSIP No. 909 15K 100 ---------------------- - --------------------------------------------------------------------------------- 1. Name Of Reporting Persons S.S. Or I.R.S. Identification Nos. of above persons (entities only). Timothy R. Barakett ------------------------------------------------------------------- - --------------------------------------------------------------------------------- 2. Check The Appropriate Box If a Member of a Group (See Instructions) (a) ---------------------------------------------------------------- (b) ---------------------------------------------------------------- - --------------------------------------------------------------------------------- 3. SEC Use Only ------------------------------------------------------- - --------------------------------------------------------------------------------- 4. Source of Funds (See Instructions) WC --------------------------------- - --------------------------------------------------------------------------------- 5. Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e) ------------------------------------------------- - --------------------------------------------------------------------------------- 6. Citizenship or Place of Organization Canada ------------------------------- - --------------------------------------------------------------------------------- - --------------------------------------------------------------------------------- 7. Sole Voting Power 2,900,606 -------------------------- Number of ------------------------------------------------------------ Shares Bene- 8. Shared Voting Power 0 ficially by -------------------------- Owned by Each ------------------------------------------------------------ Reporting 9. Sole Dispositive Power 2,900,606 Person With -------------------------- ------------------------------------------------------------ 10. Shared Dispositive Power 0 -------------------------- - --------------------------------------------------------------------------------- 11. Aggregate Amount Beneficially Owned by Each Reporting Person 2,900,606 ------------------------------------------------------------------- - --------------------------------------------------------------------------------- 12. Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) ------------------------------------------------- - --------------------------------------------------------------------------------- 13. Percent of Class Represented by Amount in Row (11) 24.4% ----------------- - --------------------------------------------------------------------------------- 14. Type of Reporting Person (See Instructions) - --------------------------------------------------------------------------------- ---------------------------------------------------------------------- IN ---------------------------------------------------------------------- ---------------------------------------------------------------------- ---------------------------------------------------------------------- ----------------------------------------------------------------------
3 The purpose of this Amendment No. 18 is to report an increase in Timothy R. Barakett's beneficial ownership of the security of Champps Entertainment, Inc. as described below. This Amendment No. 18 amends and restates the original Schedule 13D and all previously filed amendments thereto in entirety. ITEM 1. SECURITY AND ISSUER The class of equity securities to which this statement on Schedule 13D relates is the Common Stock, $0.01 par value per share (the "Shares"), of Champps Entertainment, Inc. (the "Issuer"), a Delaware corporation, with principal offices located at 5619 DTC Parkway, Suite 1000, Englewood, Colorado 80111. ITEM 2. IDENTITY AND BACKGROUND (a), (b) and (c) This statement is being filed by Timothy R. Barakett ("Mr. Barakett" or the "Reporting Person"). The business address of Mr. Barakett is 590 Madison Avenue, 32nd floor, New York, New York 10022. Mr. Barakett is the Managing Member of Atticus Holdings, L.L.C., a Delaware limited liability company ("Atticus Holdings"), which serves as a general partner to certain investment funds over which Mr. Barakett has investment discretion. Mr. Barakett is also the Chairman and Chief Executive Officer of Atticus Capital, L.L.C., a Delaware limited liability company ("Atticus Capital"), and Atticus Management, Ltd., an international business company organized under the laws of the British Virgin Islands ("Atticus Management" and, together with Atticus Capital, the "Atticus Entities"). The Atticus Entities act as advisers for various investment funds (the "Funds") and managed accounts (the "Accounts"). Based on his relationship with the Atticus Entities and Atticus Holdings, Mr. Barakett is deemed to be a beneficial owner of the Shares owned by the Funds and Accounts. None of the Funds or Accounts is deemed to beneficially own any Shares because the Funds and Accounts do not have the power to vote, direct the vote, dispose of or direct the disposition of the Shares they hold. (d) Mr. Barakett has not, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Mr. Barakett has not, during the last five years, been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction which resulted in a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violations with respect to such laws. (f) Mr. Barakett is a citizen of Canada. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION As of the date hereof, Mr. Barakett is deemed to beneficially own 2,900,606 Shares. With the exception of 5,000 options to purchase Shares at an exercise price of $4.00 per share (the "Options"), all 2,900,606 Shares deemed to be owned by Mr. Barakett are held by either the Funds or the Accounts over which Mr. Barakett has investment discretion. The aggregate purchase price for all the Shares that Mr. Barakett is currently deemed to beneficially own is $18,713,947.98. The funds for the purchase of the Shares held by the Funds or the Accounts beneficially owned by Mr. Barakett have come from the working capital of the Funds or the Accounts. The working capital of these entities includes the proceeds of margin loans entered into in the ordinary course of business with Morgan Stanley Dean Witter & Co., such loans being secured by the securities owned by them. ITEM 4. PURPOSE OF TRANSACTION (a) through (j) The Shares owned or deemed to be beneficially owned by Mr. Barakett were acquired for, and are being held for, investment purposes. Mr. Barakett has no plan or proposal which relates to, or would result in, any transaction, change or event specified in clauses (a) through (j) of Item 4 of the Schedule 13D. Mr. Barakett, on behalf of the Funds and Accounts, reserves the right to purchase additional Shares or to dispose of the Shares in the open market, in privately negotiated transactions or in any other lawful manner in the future and to take whatever action with respect to each of such entities' holdings of the Shares they deem to be in the best interests of such entities. 4 ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a), (b) and (c) Based on the Issuer's most recent filing on Form 10-Q dated November 15, 2000, as of November 6, 2000 there were 11,871,527 Shares outstanding. Mr. Barakett owns the Options, which are deemed to be outstanding for the purposes of this Amendment No. 18. Therefore, Mr. Barakett may be deemed to beneficially own 24.4% of the outstanding Shares. Mr. Barakett has the power to vote, direct the vote, dispose of or direct the disposition of all the Shares that he is deemed to beneficially own. Although there are individual Funds or Accounts such as Dred, Ltd. ("Dred") and Atticus Global Advisors, Ltd. ("Atticus Global"), each an international business corporation organized under the laws of the British Virgin Islands, that own greater than 5% of the outstanding Shares, they do not have the power to vote, direct the vote, dispose of or direct the disposition of the Shares that they own and therefore are not deemed to be beneficial owners of the Shares. All transactions in the Shares effected by the Funds and Accounts over which Mr. Barakett has investment discretion since the last filing on Schedule 13D are set forth in Exhibit A-18 hereto. (d) Dred, whose Shares are deemed to be beneficially owned by Mr. Barakett, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 5.2% of the Shares. Atticus Global, whose Shares are deemed to be beneficially owned by Mr. Barakett, has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, 5.3% of the Shares. ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER The Options held by Mr. Barakett are subject to the 1997 Stock Option and Incentive Plan of the Issuer (the "Plan"), a copy of which was filed with the Issuer's Registration Statement on Form 10 filed with the Securities and Exchange Commission ("SEC") on June 3, 1997, and the Non-Qualified Stock Option Agreement a copy of which is filed herewith as Exhibit B-18. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS Exhibit A A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which the Reporting Person for the Original Schedule 13-D (the "Original 13-D") had investment discretion during the sixty days prior to October 31, 1997 through the date of the filing of the Original 13-D, previously filed as Exhibit A to the Original 13-D and incorporated herein by reference. Exhibit A-1 Letter to Management previously filed as Exhibit A to Amendment No. 1 and incorporated herein by reference. Exhibit A-2 Letter to Management previously filed as Exhibit A to Amendment No. 2 and incorporated herein by reference. Exhibit A-3 Joint Filing Agreement filed as Exhibit A to Amendment No. 3 and incorporated herein by reference. Exhibit B-3 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which Mr. Barakett had investment discretion since the filing of Amendment No. 2 previously filed as Exhibit B to Amendment No. 3 and incorporated herein by reference. Exhibit C-3 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which certain other Reporting Person(s) of Amendment No. 3 had investment discretion during the sixty days prior to December 30, 1997 through the date of the filing of Amendment No. 3 previously filed as Exhibit C to Amendment No. 3 and incorporated herein by reference. Exhibit A-4 Joint Filing Agreement filed as Exhibit A to Amendment No. 4 and incorporated herein by reference. Exhibit B-4 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which Mr. Barakett had investment discretion in the sixty days prior to September 1, 1998 previously filed as Exhibit B to Amendment No. 4 and incorporated herein by reference. Exhibit C-4 Notice of Atticus Partners, L.P. ("Atticus Partners") to the Issuer of its intent to nominate persons for election to the Board of Directors of the Issuer and to propose business to be brought before the 1998 Annual Meeting of Stockholders previously filed as Exhibit C to Amendment No. 4 and incorporated herein by reference. Exhibit A-5 Joint Filing Agreement filed as Exhibit A to Amendment No. 5 and incorporated herein by reference. 5 Exhibit A-6 Confidentiality and Standstill Letter Agreement, dated January 5, 1999, between the Issuer and Atticus Partners previously filed as Exhibit A to Amendment No. 6 and incorporated herein by reference. Exhibit A-7 Letter, dated December 9, 1998, from Mr. Donald C. Moore, Chief Executive Officer of the Issuer, to Atticus Partners previously filed as Exhibit A to Amendment No. 7 and incorporated herein by reference. Exhibit A-8 The Settlement Agreement, dated as of March 10, 1999, by and among the Issuer, E.L. Cox, Erline Belton, Joseph W. O'Donnell, Alan D. Schwartz, Atticus Partners, Mr. Barakett and James S. Goodwin previously filed as Exhibit A to Amendment No. 8 and incorporated herein by reference. Exhibit A-9 Joint Filing Agreement filed as Exhibit A to Amendment No. 9 and incorporated herein by reference. Exhibit B-9 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which Mr. Barakett had investment discretion in the sixty days prior to December 14, 1998 previously filed as Exhibit B to Amendment No. 9 and incorporated herein by reference. Exhibit A-10 Joint Filing Agreement filed as Exhibit A to Amendment No. 10 and incorporated herein by reference. Exhibit B-10 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which the Reporting Person(s) of Amendment No. 10 had investment discretion since the date of the filing of Amendment No. 9 previously filed as Exhibit B to Amendment No. 10 and incorporated herein by reference. Exhibit A-11 Joint Filing Agreement filed as Exhibit A to Amendment No. 11 and incorporated herein by reference. Exhibit B-11 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which the Reporting Persons of Amendment No. 11 had investment discretion since the date of the filing of Amendment No. 10 previously filed as Exhibit B to Amendment No. 11 and incorporated herein by reference. Exhibit A-12 Joint Filing Agreement filed as Exhibit A to Amendment No. 12 and incorporated herein by reference. Exhibit B-12 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which the Reporting Person(s) of Amendment No. 12 had investment discretion since the date of the filing of Amendment No. 11 previously filed as Exhibit B to Amendment No. 12 and incorporated herein by reference. Exhibit A-13 Joint Filing Agreement filed as Exhibit A to Amendment No. 13 and incorporated herein by reference. Exhibit B-13 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which the Reporting Person(s) of Amendment No. 13 had investment discretion since the date of the filing of Amendment No. 12 previously filed as Exhibit B to Amendment No. 13 and incorporated herein by reference. Exhibit A-14 Joint Filing Agreement filed as Exhibit A to Amendment No. 14 and incorporated herein by reference. Exhibit B-14 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which the Reporting Person(s) of Amendment No. 14 had investment discretion since the date of the filing of Amendment No. 13 previously filed as Exhibit B to Amendment No. 14 and incorporated herein by reference. Exhibit A-15 Joint Filing Agreement filed as Exhibit A to Amendment No. 15 and incorporated herein by reference. Exhibit B-15 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which the Reporting Person(s) of Amendment No. 15 had investment discretion since the date of the filing of Amendment No. 14 previously filed as Exhibit B to Amendment No. 15 and incorporated herein by reference. Exhibit A-16 Joint Filing Agreement filed as Exhibit A to Amendment No. 16 and incorporated herein by reference. Exhibit B-16 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which the Reporting Person(s) of Amendment No. 16 had investment discretion since the date of the filing of 6 Amendment No. 15 previously filed as Exhibit B to Amendment No. 16 and incorporated herein by reference. Exhibit A-17 Joint Filing Agreement filed as Exhibit A to Amendment No. 17 and incorporated herein by reference. Exhibit B-17 A description of the transactions in the Shares that were effected by the Funds and/or Accounts over which the Reporting Person(s) of Amendment No. 17 had investment discretion since the date of the filing of Amendment No. 16 previously filed as Exhibit B to Amendment No. 17 and incorporated herein by reference. Exhibit A-18 A description of the transactions in the Shares that were effected by the Reporting Person of this Amendment No. 18 since the filing date of Amendment No. 17 is filed herewith as Exhibit A-18. Exhibit B-18 Non-Qualified Stock Option Agreement for Timothy R. Barakett is filed herewith as Exhibit B-18. 7 SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Date: December 7, 2000 TIMOTHY R. BARAKETT /s/ Timothy R. Barakett --------------------------------- ATTENTION: INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACT CONSTITUTE FEDERAL CRIMINAL VIOLATIONS (SEE 18 U.S.C. 1001) EX-99.A.18 2 y43350ex99-a_18.txt DESCRIPTION OF THE TRANSACTIONS IN THE SHARES 1 Exhibit A-18 SCHEDULE OF TRANSACTIONS
- ------------------------------------------------------------------------------------------------------------------------------------ Date Shares Purchased or (Sold) Price Per Share ---- -------------------------- --------------- - ------------------------------------------------------------------------------------------------------------------------------------ 11/27/00 (50,000) $9.00 - ------------------------------------------------------------------------------------------------------------------------------------ 11/29/00 2,000 $7.94 - ------------------------------------------------------------------------------------------------------------------------------------ 11/30/00 21,600 $7.95 - ------------------------------------------------------------------------------------------------------------------------------------ 12/01/00 15,000 $8.66 - ------------------------------------------------------------------------------------------------------------------------------------ 12/01/00 20,000 $8.66 - ------------------------------------------------------------------------------------------------------------------------------------ 12/01/00 10,000 $8.49 - ------------------------------------------------------------------------------------------------------------------------------------ 12/01/00 (10,000) $8.62 - ------------------------------------------------------------------------------------------------------------------------------------ 12/01/00 (1,495) $8.62 - ------------------------------------------------------------------------------------------------------------------------------------ 12/01/00 (4,448) $8.62 - ------------------------------------------------------------------------------------------------------------------------------------ 12/01/00 (18,428) $8.62 - ------------------------------------------------------------------------------------------------------------------------------------ 12/01/00 (629) $8.62 - ------------------------------------------------------------------------------------------------------------------------------------ 12/04/00 45,000 $8.91 - ------------------------------------------------------------------------------------------------------------------------------------ 12/04/00 (15,000) $8.87 - ------------------------------------------------------------------------------------------------------------------------------------ 12/04/00 (30,000) $8.87 - ------------------------------------------------------------------------------------------------------------------------------------
EX-99.B.18 3 y43350ex99-b_18.txt NON-QUALIFIED STOCK OPTION AGREEMENT 1 Exhibit B-18 CHAMPPS ENTERTAINMENT, INC. (F/K/A UNIQUE CASUAL RESTAURANTS, INC.) 1997 STOCK OPTION AND INCENTIVE PLAN NON-QUALIFIED STOCK OPTION AGREEMENT (FOR INDEPENDENT DIRECTORS) 5000 OCTOBER 12, 1999 No. of Shares Grant Date Pursuant to its 1997 Stock Option and Incentive Plan (the "Plan"), Champps Entertainment, Inc. (the "Company") hereby grants to TIMOTHY R. BARAKETT (the "Optionee") an Option to purchase on or prior to OCTOBER 12, 2009 (the "Expiration Date") all or any part of 5000 shares (the "Option Shares") of common stock of the Company, par value $0.01 per share ("Common Stock"), at a price of $4.00 per share in accordance with Section 1 hereof and subject to the terms and conditions set forth hereinafter and in the Plan. This Option shall be governed by the laws of the Commonwealth of Massachusetts. All capitalized terms used herein, but not otherwise defined herein, shall have the same meanings ascribed thereto in the Plan. 1. Vesting Schedule. This Option shall become fully vested and exercisable upon the first anniversary of the date upon which it was granted. 2. Manner of Exercise. The Optionee may exercise this Option only in the following manner: from time to time on or prior to the Expiration Date of this Option, the Optionee may give written notice to the Committee of his election to purchase some or all of the Option Shares purchasable at the time of such notice. This notice shall specify the number of Option Shares to be purchased. Payment of the purchase price for the Option Shares may be made by one or more of the following methods: (a) in cash, by certified or bank check or other instrument acceptable to the Committee; (b) in the form of shares of Common Stock that are not then subject to restrictions under any Company plan and that have been held by the Optionee for at least six (6) months; (c) by the Optionee delivering to the Company a properly executed exercise notice together with irrevocable instructions to a broker to promptly deliver to the Company cash or a check payable and acceptable to the Company to pay the option purchase price, provided that in the event the Optionee chooses to pay the option purchase price as so provided, the Optionee and the broker shall comply with such procedures and enter into such agreements of indemnity and other agreements as the Committee shall prescribe as a condition of such payment procedure; or (d) with the consent of the Committee, a combination of (a), (b) and (c) above. Payment instruments will be received subject to collection. The delivery of certificates representing the Option Shares will be contingent upon the Company's receipt from the Optionee of full payment for the Option Shares, as set forth above and any agreement, statement or other evidence that the Company may require to satisfy itself that the issuance of Common Stock to be purchased pursuant to the exercise of Options under the 2 Plan and any subsequent resale of the shares of Common Stock will be in compliance with applicable laws and regulations. Notwithstanding any other provision hereof or of the Plan, no portion of this Option shall be exercisable after the Expiration Date hereof. 3. Non-transferability of Option. This Option shall not be transferable by the Optionee otherwise than by will or by the laws of descent and distribution and this Option shall be exercisable, during the Optionee's lifetime, only by the Optionee. 4. Termination as Director. If the Optionee ceases to be a Director of the Company, the period within which to exercise the Option may be subject to earlier termination as set forth below. (a) Termination for Cause. If the Optionee ceases to be a Director for Cause (as hereinafter defined), any Option held by the Optionee shall immediately terminate and be of no further force and effect. "Cause" means the occurrence of one or more of the following: (i) Optionee is convicted of, pleads guilty to, or confesses to any felony or any act of fraud, misappropriation or embezzlement which has an immediate and materially adverse effect on the Company or any Subsidiary, as determined by the Board in good faith in its sole discretion, (ii) Optionee engages in a fraudulent act to the material damage or prejudice of the Company or any Subsidiary or in conduct or activities materially damaging to the property, business or reputation of the Company or any Subsidiary, all as determined by the Board in good faith in its sole discretion, (iii) any material act or omission by Optionee involving malfeasance or negligence in the performance of Optionee's duties to the Company or any Subsidiary to the material detriment of the Company or any Subsidiary, as determined by the Board in good faith in its sole discretion, which has not been corrected by Optionee within 30 days after written notice from the Company of any such act or omission, or (iv) failure by Optionee to comply in any material respect with any written policies or directives of the Board as determined by the Board in good faith in its sole discretion, which has not been corrected by Optionee within 30 days after written notice from the Company of such failure. (b) Other Termination. If the Optionee ceases to be a Director for any reason other than Cause, any Option held by the Optionee may be exercised to the extent exercisable on the date of termination for a period of six months from the date of termination or until the Expiration Date, if earlier. 5. Rights as a Shareholder. the Optionee shall have no rights as a shareholder with respect to any Common Stock that may be purchased by exercise of this Option unless and until a certificate or certificates representing such shares are duly issued and delivered to the Optionee. Except as otherwise expressly provided in the Plan, no adjustment shall be made for dividends or other rights for which the record date is prior to the date such share certificate is issued. 3 6. The Plan. In the event of any discrepancy or inconsistency between this Agreement and the Plan, the terms and conditions of the Plan shall control. CHAMPPS ENTERTAINMENT, INC. By: /s/ William H. Baumhauer ------------------------------------------ Name: William H. Baumhauer Title: President and CEO Receipt of the foregoing Option is acknowledged and its terms and conditions are hereby agreed to: /s/ Timothy R. Barakett --------------------------------------------- Timothy R. Barakett Date: 10/19/99 -------------------- -----END PRIVACY-ENHANCED MESSAGE-----