1
Exhibit 10.14
August 18, 1995
Xxxxxxx X. Xxxxxxxxx
00 Xxxxxx Xxxx
Xxxxx Xxxxxx, XX 00000
Dear Xx. Xxxxxxxxx:
Reference is made to the letter agreement between you and the
undersigned dated Ju1y 26, 1994 (the "Agreement") relating to payments to you in
the event of a change of control of Ground Round Restaurants, Inc.
Effective as of August 18, 1995, paragraph 2 under Section 1 of the
Agreement shall be replaced with the following language:
"In further view of the foregoing and in further consideration
of your continued employment with the Corporation, the Corporation will
pay to you as termination compensation (in addition to any Bonus to
which you may be entitled), a lump sum amount, determined as provided
below, in the event that (a) within twenty-four months after a Change
of Control of the Corporation has occurred, you terminate your
employment with the Corporation for Good Reason within ninety (90) days
after the event which constitutes Good Reason or (b) within such
twenty-four month period your employment with the Corporation is
terminated by the Corporation for any reason other than Cause. The lump
sum compensation so payable (hereinafter referred to as the "Severance
Payment") shall be an amount equal to the product of two (2) times the
sum of (a) the higher of (i) your current annual base salary and (ii),
if your base salary is hereafter increased, your highest annual base
salary from time to time hereafter in effect plus (b) the higher of (i)
your current targeted bonus under the Corporation's incentive bonus
plan and (ii), if your targeted bonus is hereafter increased, your
highest targeted bonus from time to time hereafter in effect. In
addition, the lump sum compensation shall also include one year of your
current annual base salary and if your base salary is hereafter
increased, your highest annual base salary from time to time hereafter
in effect and such additional one year of base salary shall only be
paid if you use best efforts to cooperate and assist with any
transition resulting from a sale or change of control of the
Corporation. The Severance Payment shall be paid to you within five
days after the date of termination of your employment (hereinafter
referred to as the "Termination Date")."
Xxxxxxx X. Xxxxxxxxx
August 18, 1995
Page two
Except as hereby amended, the Agreement shall continue in full force
and effect.
2
If you are in agreement with the foregoing, please so indicate by
signing and returning to the corporation the enclosed copy of this letter
whereupon this letter shall constitute a binding agreement under seal between
you and the corporation.
Very truly yours,
GROUND ROUND RESTAURANTS, INC.
By:
---------------------------------------------------------
AGREED:
/s/ Xxxxxxx X. Xxxxxxxxx
------------------------
Xxxxxxx X. Xxxxxxxxx
