1 Exhibit (b) LOAN AGREEMENT -------------- THIS LOAN AGREEMENT (this "Agreement") is made and entered into as of this 9th day of July, 1997 by and between (i) FRISCH'S RESTAURANTS, INC., an Ohio corporation (the "Borrower"), and (ii) STAR BANK,...Loan Agreement • July 14th, 1997 • Frischs Restaurants Inc • Retail-eating places • Ohio
October 9, 1998 Frisch's Restaurants, Inc. 2800 Gilbert Avenue Cincinnati, OH 45206 Attn: Mr. Donald H. Walker Vice President-Finance Gentlemen: This letter (this "Amendment") confirms and evidences certain agreements between Star Bank, National...Loan Agreement • October 30th, 1998 • Frischs Restaurants Inc • Retail-eating places
RECITALSTransfer Agreement • April 9th, 2001 • Frischs Restaurants Inc • Retail-eating places • Ohio
AGREEMENTFranchise Agreement • August 25th, 2000 • Frischs Restaurants Inc • Retail-eating places
AGREEMENT AND PLAN OF MERGER among FRI Holding Company, LLC, a Delaware limited liability company and FRI Merger Sub, LLC, an Ohio limited liability company and Frisch’s Restaurants, Inc., an Ohio corporation dated as of May 21, 2015Merger Agreement • May 22nd, 2015 • Frischs Restaurants Inc • Retail-eating places
This AGREEMENT AND PLAN OF MERGER is dated as of May 21, 2015 (this “Agreement”), by and among FRI Holding Company, LLC, a Delaware limited liability company (“Parent”), FRI Merger Sub, LLC, an Ohio limited liability company, and a wholly owned subsidiary of Parent (“Merger Sub”), and Frisch’s Restaurants, Inc., an Ohio corporation (the “Company”). Each of the aforementioned entities is referred to herein as a “Party” and, together, as the “Parties.”
Exhibit (10)(p) REAL ESTATE PURCHASE AND SALE AGREEMENT THIS REAL ESTATE PURCHASE AND SALE AGREEMENT (the "Agreement") is made and entered into this 10th day of August, 2000, by and between FRISCH'S RESTAURANTS, INC., an Ohio corporation ("Seller"),...Real Estate Purchase and Sale Agreement • January 12th, 2001 • Frischs Restaurants Inc • Retail-eating places • Kentucky
Exhibit (10)(f) EMPLOYMENT AGREEMENT This Agreement made by and between FRISCH'S RESTAURANTS, INC., an Ohio corporation, hereinafter referred to as "CORPORATION", and CRAIG F. MAIER, hereinafter referred to as "MAIER", WITNESSETH: WHEREAS, Maier is...Employment Agreement • October 17th, 2000 • Frischs Restaurants Inc • Retail-eating places
RECITALS:Area Development Agreement • January 11th, 2000 • Frischs Restaurants Inc • Retail-eating places
November 26, 1997Loan Agreement • January 26th, 1998 • Frischs Restaurants Inc • Retail-eating places
AMENDED AND RESTATED LOAN AGREEMENTLoan Agreement • October 26th, 2010 • Frischs Restaurants Inc • Retail-eating places
ASSUMPTION AND FIRST AMENDED ASSET PURCHASE AGREEMENTAsset Purchase Agreement • May 21st, 2012 • Frischs Restaurants Inc • Retail-eating places • Ohio
THIS ASSUMPTION AND FIRST AMENDED ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into as of April 4, 2012, by and among Frisch’s Restaurants, Inc., an Ohio corporation (“FRI”), and its wholly-owned subsidiaries Frisch Ohio, Inc., Frisch Indiana, Inc., Frisch Kentucky, LLC, Frisch Pennsylvania, Inc., and Frisch West Virginia, Inc. (collectively, the “Seller Group”) and Golden Corral Corporation, a North Carolina corporation (the “Purchaser”).
THE GOLDEN CORRAL FRANCHISING SYSTEMS, INC. AREA DEVELOPMENT AGREEMENT FRISCH’S RESTAURANTS, INC.Area Development Agreement • August 13th, 2004 • Frischs Restaurants Inc • Retail-eating places • North Carolina
This Area Development Agreement is entered into this 20th day of July, 2004 by and between Golden Corral Franchising Systems, Inc., a Delaware corporation (hereinafter referred to as “Franchisor”), and Frisch’s Restaurants, Inc., an Ohio corporation (hereinafter referred to as “Area Developer”).
FRISCH’S RESTAURANTS, INC. RESTRICTED STOCK AGREEMENTRestricted Stock Agreement • January 18th, 2013 • Frischs Restaurants Inc • Retail-eating places
This Restricted Stock Agreement (the “Agreement”) is dated as of October 3, 2012 (the “Grant Date”), and is entered into between Frisch’s Restaurants, Inc., an Ohio corporation (the “Company”), and Daniel W. Geeding (“Director”). Capitalized terms not defined herein have the meaning given such terms in the Company’s 2012 Stock Option and Incentive Plan (the “Plan”).
NONQUALIFIED DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT (Including Code §409A provisions)Nonqualified Deferred Compensation Plan Adoption Agreement • October 29th, 2008 • Frischs Restaurants Inc • Retail-eating places
The undersigned Frisch’s Restaurants, Inc. (“Employer”) by execution of this Adoption Agreement hereby establishes this Nonqualified Deferred Compensation Plan (“Plan”) consisting of the Basic Plan Document, this Adoption Agreement and all other Exhibits and documents to which they refer. The Employer makes the following elections concerning this Plan. All capitalized terms used in the Adoption Agreement have the same meaning given in the Basic Plan Document. References to “Section” followed by a number in this Adoption Agreement are references to the Basic Plan Document.
VOTING AGREEMENTVoting Agreement • May 22nd, 2015 • Frischs Restaurants Inc • Retail-eating places
This Voting Agreement (this "Agreement") is dated as of May 21, 2015 between the undersigned stockholder ("Stockholder") of Frisch’s Restaurants, Inc., an Ohio corporation (the "Company"), and FRI Holding Company, LLC ("Parent").
frisch’s restaurants, inc. PERFORMANCE AWARDPerformance Award • June 17th, 2013 • Frischs Restaurants Inc • Retail-eating places
This Performance Award (“Award”) is dated as of May 29, 2013 (“Grant Date”), and is entered into between Frisch’s Restaurants, Inc., an Ohio corporation (“Corporation”), and Craig F. Maier (“Maier”), its President and CEO. It is awarded under the Corporation’s 2012 Stock Option and Incentive Plan (“Plan”) by the Committee that administers the Plan. The Award is Performance-Based Compensation and is intended to satisfy the requirements of Section 162(m) of the Internal Revenue Code. It consists of an Incentive Compensation Award and a Nondeferred Cash Balance Plan Award, each of which is described below. Capitalized terms not defined herein have the meaning given such terms in the Plan.
LOAN AGREEMENTLoan Agreement • January 15th, 2014 • Frischs Restaurants Inc • Retail-eating places
Revolving Loans that Borrower has elected to be a LIBOR Rate Loan) is prepaid prior to the end of the Loan Period for such loan, whether voluntarily or because prepayment is required due to such loan's maturing or accelerating upon default or otherwise, the Borrower agrees to pay all of the Bank's costs, expenses, and Interest Differential (as determined by the Bank) incurred as a result of such prepayment. Because of the short-term nature of this facility, the Borrower agrees that the Interest Differential shall not be discounted to its present value. Any prepayment of a LIBOR Rate Loan shall be in an amount equal to the remaining entire principal balance of such loan.
NONQUALIFIED DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT (Including Code §409A provisions)Nonqualified Deferred Compensation Plan Adoption Agreement • July 31st, 2009 • Frischs Restaurants Inc • Retail-eating places
The undersigned Frisch’s Restaurants, Inc. (“Employer”) by execution of this Adoption Agreement hereby establishes this Nonqualified Deferred Compensation Plan (“Plan”) consisting of the Basic Plan Document, this Adoption Agreement and all other Exhibits and documents to which they refer. The Employer makes the following elections concerning this Plan. All capitalized terms used in the Adoption Agreement have the same meaning given in the Basic Plan Document. References to “Section” followed by a number in this Adoption Agreement are references to the Basic Plan Document.
AMENDMENT NO. 1 TO PURCHASE AGREEMENTPurchase Agreement • August 24th, 2001 • Frischs Restaurants Inc • Retail-eating places
THIS AMENDMENT NO. 1 TO PURCHASE AGREEMENT is entered into as of the 26th day of April, 2001, by and between STEVENS HOTEL GROUP, LLC an Ohio limited liability company ("Stevens") and FRISCH’S RESTAURANTS, INC., an Ohio corporation ("Frisch’s" and with Stevens collectively the "Parties").
EMPLOYMENT AGREEMENTEmployment Agreement • April 11th, 2011 • Frischs Restaurants Inc • Retail-eating places
This Agreement is made effective as of June 3, 2009, by and between Frisch’s Restaurants, Inc., an Ohio corporation (hereinafter referred to as “Corporation”) and Craig F. Maier (hereinafter referred to as “Maier”) and is hereby amended effective April 6, 2011 following approval by the Board of Directors.
FRISCH’S RESTAURANTS, INC.Nonqualified Stock Option Agreement • October 1st, 2004 • Frischs Restaurants Inc • Retail-eating places
You have been granted a stock option under the Frisch’s Restaurants, Inc. 2003 Stock Option and Incentive Plan (the “Plan”). Please read this Agreement carefully and return one copy as requested below. Unless otherwise provided in this Agreement, capitalized terms have the meanings specified in the Plan.
FRISCH'S RESTAURANTS, INC. UNRESTRICTED STOCK AGREEMENT (for employees)Unrestricted Stock Agreement • August 3rd, 2012 • Frischs Restaurants Inc • Retail-eating places
This Unrestricted Stock Agreement (the “Agreement”) is dated as of June 13, 2012 (the “Grant Date”), and is entered into between Frisch's Restaurants, Inc., an Ohio corporation (the “Company”), and Michael E. Conner(“Employee”). Capitalized terms not defined herein have the meaning given such terms in the Company's 2003 Stock Option and Incentive Plan (the “Plan”).
AGREEMENTExecutive Employment Agreement • March 21st, 2006 • Frischs Restaurants Inc • Retail-eating places • Ohio
AGREEMENT dated as of this 21st day of November, 1989, by and between FRISCH’S RESTAURANTS, INC., an Ohio corporation, (the “Company”), and CRAIG F. MAIER (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • March 16th, 2006 • Frischs Restaurants Inc • Retail-eating places
This Agreement is made effective as of May 28, 2006, by and between Frisch’s Restaurants, Inc., an Ohio corporation (hereinafter referred to as “Corporation”) and Craig F. Maier (hereinafter referred to as “Maier”).
1 EXHIBIT 10(a) THE GOLDEN CORRAL FRANCHISING SYSTEMS, INC. AREA DEVELOPMENT AGREEMENT FRISCH'S RESTAURANTS, INC.Area Development Agreement • August 25th, 2000 • Frischs Restaurants Inc • Retail-eating places • North Carolina
1 EXHIBIT 10-A EMPLOYMENT AGREEMENT This Agreement made by and between Frisch's Restaurants, Inc., an Ohio corporation, hereinafter referred to as "Corporation", and Jack C. Maier, hereinafter referred to as "Maier", WITNESSETH: WHEREAS, Maier has...Employment Agreement • September 2nd, 1997 • Frischs Restaurants Inc • Retail-eating places
EMPLOYMENT AGREEMENTEmployment Agreement • August 28th, 2003 • Frischs Restaurants Inc • Retail-eating places
This Agreement made by and between Frisch’s Restaurants, Inc., an Ohio corporation, hereinafter referred to as “Corporation”, and Craig F. Maier, hereinafter referred to as “Maier”, WITNESSETH:
AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED LOAN AGREEMENT [GOLDEN CORRAL]Loan Agreement • January 16th, 2008 • Frischs Restaurants Inc • Retail-eating places • Ohio
THIS AMENDMENT NO. 2 TO FIRST AMENDED AND RESTATED LOAN AGREEMENT [GOLDEN CORRAL] is made as of December 3, 2007 (this “Amendment”) by and between U.S. BANK NATIONAL ASSOCIATION, a national banking association formerly known as Firstar Bank, N.A. and Star Bank, National Association (together with its successors and assigns, the “Bank”), and FRISCH’S RESTAURANTS, INC., an Ohio corporation (the “Borrower”), with respect to the First Amended and Restated Loan Agreement [Golden Corral] entered into as of October 15, 2004 by the Bank and the Borrower (as the same has been amended and/or supplemented from time to time, and as the same may be further amended, supplemented, restated, or otherwise modified from time to time) (the “Agreement”). Capitalized terms used herein and not otherwise defined herein shall have the meanings ascribed to such terms in the Agreement as amended hereby.
FRISCH’S RESTAURANTS, INC. UNRESTRICTED STOCK AGREEMENT (for employees)Unrestricted Stock Agreement • July 29th, 2011 • Frischs Restaurants Inc • Retail-eating places
This Unrestricted Stock Agreement (the “Agreement”) is dated as of June 15, 2011 (the “Grant Date”), and is entered into between Frisch’s Restaurants, Inc., an Ohio corporation (the “Company”), and Craig F. Maier (“Employee”). Capitalized terms not defined herein have the meaning given such terms in the Company’s 2003 Stock Option and Incentive Plan (the “Plan”).
Exhibit 10 (a) FIRST AMENDMENT TO EMPLOYMENT AGREEMENT --------------------------------------- THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT (this "Amendment") is made and entered into as of November 24, 1998 between Frisch's Restaurants, Inc., an Ohio...Employment Agreement • January 22nd, 1999 • Frischs Restaurants Inc • Retail-eating places
PURCHASE AGREEMENT BY AND BETWEEN STEVENS HOTEL GROUP, LLC, as Purchaser AND FRISCH’S RESTAURANTS, INC., as Seller Dated as of February 26, 2001Purchase Agreement • August 24th, 2001 • Frischs Restaurants Inc • Retail-eating places • Ohio
GuaranteeGuarantee • May 22nd, 2015 • Frischs Restaurants Inc • Retail-eating places • Ohio
This Guarantee (this “Guarantee”) is made and entered into this 21st day of May 2015 by NRD Partners I, L.P. (the “Guarantor”), in favor and for the benefit of Frisch’s Restaurants Inc., an Ohio corporation (the “Company”). Capitalized terms used in this Guarantee but not otherwise defined herein have the respective meanings given to such terms in that certain Agreement and Plan of Merger, dated as of the date hereof (as amended, amended and restated, supplemented or otherwise modified from time to time, the “Merger Agreement”), by and among Company, FRI Holding Company, LLC (“Parent”), and FRI Merger Sub, LLC, an Ohio corporation (“Merger Sub”).
ContractLoan Agreement • August 3rd, 2012 • Frischs Restaurants Inc • Retail-eating places • Ohio
WITNESSETH:Area Development Agreement • January 26th, 1998 • Frischs Restaurants Inc • Retail-eating places • North Carolina
RECITALSIntellectual Property Use and Non-Compete Agreement • April 9th, 2001 • Frischs Restaurants Inc • Retail-eating places • Michigan
