July 14, 1994
Xx. Xxxxxx X. Xxxxxx
Good Times Restaurants Inc.
0000 Xxxxx Xxxxx, Xxxxx 000
Xxxxxxxxxxx, XX 00000
Dear Xxx:
This letter will set forth our agreement with respect to your
continued employment by Good Times Restaurants Inc. (the
"Company"). For convenience we shall refer to you as "Xxxxxx".
1. Good Times currently employs Xxxxxx as Executive Vice
President and Chief Financial Officer. Xxxxxx devotes his
full time best efforts to such position and in general to
protecting and advancing the best interests of the Company and
its subsidiaries.
2. Xxxxxx'x base compensation is currently $85,000 per annum.
Such base compensation shall be periodically increased to the
extent, if any, determined reasonable and appropriate by the
Board of Directors of the Company. Xxxxxx also has an expense
allowance of $10,000 per annum and continues to participate in
the fringe benefits, including vacations, accorded by the
Company to its key executives.
3. In consideration for the efforts put forth by him in enhancing
the value of the Company, upon (i) the sale of all or
substantially all of the assets of the Company to a party that
is not a "Related Party" (as defined below), (ii) the sale of
at least 90% of the capital stock of the Company to a party
which is not a Related Party, or (iii) a merger,
consolidation, reorganization or other similar transaction to
which the Company is a party, except for a transaction in
which the Company is the surviving corporation and, after
giving effect to such transaction, the holders of the
Company's outstanding capital stock immediately before the
transaction own enough of the Company's outstanding capital
stock after the transaction to elect a majority of the
Company's Board of Directors under ordinary circumstances
(each, a "Sale"), Xxxxxx will be entitled to compensation
equal to one year's base salary, expense allowance and other
benefits. For purposes of this Paragraph 3, a "Related Party"
means any of the Shareholders or any entity which controls, is
controlled by or under common control with a Shareholder or
group of Shareholders that own enough of the Company's
outstanding capital stock to elect a majority of the Company's
Board of Directors.
If this letter correctly sets forth our agreement, kindly sign and
return the attached copy hereof.
Sincerely,
/s/ Xxx X. Xxxxx
Xxx X. Xxxxx
Chairman
AGREED TO THIS 14th DAY OF September, 1994.
/s/ Xxxxxx X. Xxxxxx
Xxxxxx X. Xxxxxx
