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Exhibit 10(t)
EMPLOYMENT AGREEMENT
PANCHO'S MEXICAN BUFFET, INC. AND XXXXXXX XXXX XXXXX
This Agreement dated the 29th day of September, 1995, by and between
Pancho's Mexican Buffet, Inc., a Delaware corporation, and its subsidiaries,
hereinafter referred to as Company, and Xxxxxxx Xxxx Xxxxx, hereinafter
referred to as Employee;
WHEREAS, the Company and Employee desire to continue the employment
relationship upon the terms and conditions hereinafter set forth;
NOW, THEREFORE, in consideration of the premises, the covenants and
conditions herein set forth, it is mutually agreed as follows:
1. EMPLOYMENT. Company hereby employs Employee, and Employee
hereby accepts employment under the terms and conditions hereinafter
set forth.
2. TERM; EFFECTIVE DATE. Subject to the provisions for
termination as hereinafter provided, the initial term of this
Agreement shall be for a period of two (2) years and three (3) months,
and shall begin and be effective as of SEPTEMBER 29, 1995, and shall
terminate on DECEMBER 31, 1997. This Agreement shall be automatically
renewed on December 31 of each succeeding year hereafter for a period
of two (2) years from such renewal date, expressly subject to the
approval of the Compensation Committee (appointed by the Board of
Directors) immediately following each Annual Meeting, or unless
written notice is given by Employee herein of his intention not to
renew.
3. COMPENSATION. Except as provided in Paragraph 11, for all
services rendered by Employee under this Agreement, Company shall
compensate Employee by the payment of his current annual base salary
rate as set by the Board of Directors, payable in monthly
installments; provided, however, that in no event shall said
Employee's base salary rate be less than the total base salary rate
paid to said Employee during the immediately preceding calendar year.
In addition, said Employee shall be entitled to receive such further
compensation (such as bonuses or incentive compensation) as shall be
authorized by the Board of Directors of the Company from time to time.
4. DUTIES. During the period of employment hereunder, Employee
shall devote his full time and efforts to the business and affairs of
Company, and serve as an officer of Company, or any of its
subsidiaries, if so requested, and perform such services similar to
and not inconsistent with his present position with Company, and use
his best efforts to promote the interests of Company.
5. WORKING FACILITIES. Employee shall be furnished with a private
office, and such other facilities and services, all suitable to his
position and adequate for the performance of his duties.
6. EXPENSES. Employee is authorized to incur reasonable expenses
for promoting the business of the Company. Company will reimburse
Employee for all such expenses upon the presentation by Employee, from
time to time, of an itemized account of such expenditures.
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7. VACATIONS. Employee shall be entitled, each year, to a
reasonable time for vacations, during which time his compensation
shall be paid in full. Vacations shall not unduly interfere with
Employee's performance of his duties under this Agreement.
8. TEMPORARY INCAPACITY. If, during the term of this Agreement,
the Employee becomes disabled or incapacitated by illness, accident or
otherwise, to the extent that he cannot perform his services or duties
hereunder, then on a cumulative basis during the term hereof, the
Company shall pay him full compensation for an aggregate of six (6)
months of such incapacity of disability, but if the disability or
incapacity shall be, on a cumulative basis during the term hereof, in
excess of six (6) months, then the Employee will not be entitled to
any compensation after the cumulative period of six (6) months.
9. DEATH DURING EMPLOYMENT. If Employee dies during the term of
this Agreement, Company's sole obligation hereunder shall be to pay to
the estate of Employee the compensation which would otherwise be
payable to Employee up to the end of the month in which his death
occurs, plus an additional three (3) months' salary as death benefits.
10. AGREEMENT TO NON-COMPETE. Without prior written consent of the
Company, Employee shall not, during the period of employment herein
provided, directly or indirectly invest or engage in any business
which is competitive with that of the Company or accept employment
with or render services to a competitor as a director, officer, agent,
employee or consultant, or take any action inconsistent with the
fiduciary relationship of an employee to his corporation. In the event
the employment of Employee hereunder shall terminate for any reason,
whether because of the expiration of this Agreement or otherwise,
Employee agrees that during the period of twelve (12) months following
the termination of his employment he will not, directly or indirectly,
either through any kind of ownership (other than ownership of
securities of publicly held corporations of which Employee owns less
than one percent (1%) of any class of outstanding securities) or as a
director, officer, agent, employee or consultant, engage in a business
which is directly competitive with restaurants operated by the Company
at the time his employment is terminated, within the area served by
Employee during the period of his employment by the Company. It is
expressly agreed that the remedy at law for breach of this covenant is
inadequate and that injunctive relief shall be available to prevent
the breach thereof.
11. OTHER FRINGE BENEFITS. Employee shall be entitled to
participate in the same fringe benefits as other employees and
executive officers of the Company or any subsidiary companies,
including participation in any pension or profit sharing plans, bonus
plans and participation in the insurance program, including health,
life and long-term disability coverage as well as any other plans now
in existence or which may be adopted or made available by Company, its
subsidiaries or affiliates.
12. TERMINATION. During the term of this Agreement, Company may
only terminate this Agreement for "good cause" and upon immediate
written notice to Employee. "Good cause" as used herein is defined as
a conviction of a felony, or adjudication by a Court of liability for
negligence or misconduct in the performance
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12. TERMINATION (CONTD). of an employee's or officer's duty to the
Company. If, during the term of this Agreement, Company should
unilaterally terminate the Agreement for reasons other than "good
cause," Company shall be obligated to pay to Employee the remainder of
any compensation due under the terms of this Employment Agreement,
either in a lump sum or in monthly payments over the balance of the
term of this Agreement, said payment method to be at the sole election
of the Employee.
13. NOTICES. Any notice required or permitted to be given under
this Agreement shall be sufficient if in writing, and if sent by
registered or certified mail to his residence in case of Employee, or
to its principal office in the case of Company.
14. ASSIGNMENT. The rights and obligations of Company under this
Agreement shall inure to the benefit of and shall be binding upon the
successors and assigns of Company, provided, however, that in the
event of any assignment of this Agreement by Company, the obligations
of Company hereunder shall be continuing.
15. ENTIRE AGREEMENT. This instrument contains the entire
agreement of the parties. It may not be changed orally, but only by an
agreement in writing signed by the party against whom enforcement of
any waiver, change, modification, extension or discharge is sought.
16. CONSTRUCTION. This Agreement shall be construed in accordance
with and be governed by the laws of the State of Texas.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on the
date first above written.
PANCHO'S MEXICAN BUFFET, INC.
/s/ XXXXX XXXXXXXXX, III
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Xxxxx Xxxxxxxxx, III
Chairman of the Board
/s/ W. XXXX XXXXX
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Xxxxxxx Xxxx Xxxxx
Employee
APPROVED:
/s/ XXXXXX XXXXXXX
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Xxxxxx Xxxxxxx
Chairman of Compensation Committee
Pancho's Mexican Buffet, Inc.
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