XXXXXX X. XXXXXXX
XXXXXXXX'X INTERNATIONAL, INC.
EMPLOYMENT AGREEMENT
This Employment Agreement ("Agreement") is made effective as of
August 7, 2002, by and between Xxxxxxxx'x International, Inc., a Delaware
corporation (the "Company"), and Xxxxxx X. Xxxxxxx (the "Executive").
WHEREAS, the Company believes it to be in its best interest to provide
for continuity of management and to provide protection for its valuable trade
secrets and confidential information; and
WHEREAS, the Company desires to employ the Executive and the Executive
is willing to render his services to the Company on the terms and conditions
with respect to such employment hereinafter set forth.
NOW, THEREFORE, in consideration of premises and the mutual terms and
conditions hereof, the Company and the Executive hereby agree as follows:
1. Employment. The Company hereby employs the Executive and the
Executive hereby accepts employment with the Company upon the terms and
conditions hereinafter set forth.
2. Exclusive Services. The Executive shall devote all necessary working
time, ability and attention to the business of the Company during the term of
this Agreement and shall not, directly or indirectly, render any material
services to any business, corporation, or organization whether for compensation
or otherwise, without the prior knowledge and written consent of the Board of
Directors of the Company (hereinafter referred to as the "Board").
3. Duties. The Executive is hereby employed as Executive Vice President
and Chief Financial Officer of the Company and shall render his services at the
principal business offices of the Company, as such may be located from time to
time, unless otherwise agreed in writing between the Board and the Executive.
The Executive shall have such authority and shall perform such duties as are
described in Exhibit A attached hereto.
4. Term. This Agreement shall have a term of eighteen (18) months
commencing as of August 7, 2002 and is subject to earlier termination as
hereinafter provided.
5. Compensation. As compensation for his services rendered under this
Agreement, the Executive shall be entitled to receive the following:
a. Base Salary. The executive shall be paid a base salary of
at least $300,000 per year, payable in 26 equal bi-weekly installments
during the term of this Agreement, prorated for any partial employment
month. Such salary ("Base Salary") may be increased by the Board in its
sole discretion.
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b. Additional Compensation. The Executive shall be paid such
additional compensation and bonuses as may be determined and authorized
in the sole discretion of the Board. The Executive's target bonus for
2002 is 60% of his Base Salary.
6. Benefits. In addition to the compensation to be paid to the
Executive pursuant to Section 5 hereof, the Executive shall further be entitled
to receive the following:
a. Participation in Employee Plans. The Executive shall be
entitled to participate in any health, disability, group term life
insurance plan, any pension, retirement, or profit sharing plan, any
executive bonus plan, or any other perquisites and fringe benefits that
may be extended generally from time to time to employees of the Company
at the level of Executive Vice President.
b. Vacation. The Executive shall be entitled to a minimum of
four (4) weeks vacation with full salary and benefits each year. Under
current Company policy (which may be changed at the discretion of the
Company) no cash or other payment will be due, however, for unused
vacation and vacation may not be carried over from any calendar year to
the next. Upon any termination of the Executive's employment, earned
but unused vacation will be paid in accordance with the Company's
policy then in effect.
c. Equity Awards. The Executive shall be entitled to
equity-based compensation awards that may be extended generally from
time to time to employees of the Company at the level of Executive Vice
President, as approved by the Board, subject to the terms and
conditions of the respective equity-based compensation plans and award
agreements and the provisions of this Agreement.
7. Reimbursement of Expenses. Subject to such rules and procedures as
from time to time are specified by the Company, the Company shall reimburse the
Executive on a monthly basis for reasonable business expenses necessarily
incurred in the performance of his duties under this Agreement.
8.Confidentiality/Trade Secrets. The Executive acknowledges that his
position with the Company is one of the highest trust and confidence both by
reason of his position and by reason of his access to and contact with the trade
secrets and confidential and proprietary business information of the Company.
Both during the term of this Agreement and thereafter, the Executive covenants
and agrees as follows:
a. He shall use his best efforts and exercise utmost diligence
to protect and safeguard the trade secrets and confidential and
proprietary information of the Company, including but not limited to
the identity of its customers and suppliers, its arrangements with
customers and suppliers, and its technical and financial data, records,
compilations of information, processes, recipes and specifications
relating to its customers, suppliers, products and services;
b. He shall not disclose any of such trade secrets and
confidential and proprietary information, except as may be required in
the course of his employment with the Company or by law; and
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c. He shall not use, directly or indirectly, for his own
benefit or for the benefit of another, any of such trade secrets and
confidential and proprietary information.
All files, records, documents, drawings, specifications, memoranda,
notes, or other documents relating to the business of the Company, whether
prepared by the Executive or otherwise coming into his possession, shall be the
exclusive property of the Company and shall be delivered to the Company and not
retained by the Executive upon termination of his employment for any reason
whatsoever or at any other time upon request of the Board.
9. Discoveries. The Executive covenants and agrees that he will fully
inform the Company of and disclose to the Company all inventions, designs,
improvements, discoveries, and processes ("Discoveries") that he has now or may
hereafter have during his employment with the Company and that pertain or relate
to the business of the Company or to any experimental work, products, services,
or processes of the Company in progress or planned for the future, whether
conceived by the Executive alone or with others, and whether or not conceived
during regular working hours or in conjunction with the use of any Company
assets. All such Discoveries shall be the exclusive property of the Company
whether or not patent or trademark applications are filed thereon. The Executive
shall assist the Company, at any time during or after his employment, in
obtaining patents on all such Discoveries deemed patentable by the Company and
shall execute all documents and do all things necessary to obtain letters
patent, vest the Company with full and exclusive title thereto, and protect the
same against infringement by others. If such assistance takes place after his
employment is terminated, then the Executive shall be paid by the Company at an
hourly rate determined based on fifty percent (50%) of his existing salary at
the date of termination divided by 2500 for any time actually spent in rendering
such assistance at the request of the Company.
10. Non-Competition. The Executive covenants and agrees that during the
period of his employment and for additional periods after termination of
employment as provided in Section 13 or 14, he shall not, without the prior
written consent of the Board, directly or indirectly, as an employee, employer,
consultant, agent, principal, partner, shareholder, corporate officer, director,
or through any other kind of ownership (other than ownership of securities of
publicly held corporations of which the Executive owns less than five percent 5%
of any class of outstanding securities) or in any other representative or
individual capacity, engage in or render any services to any business in North
America engaged in the casual dining restaurant industry, or in any other
segment of the restaurant industry in which the Company or any subsidiary of the
Company may become involved after the date hereof and prior to the date of
termination of Executive's employment. For purposes of this Agreement "casual
dining restaurant industry" consists of "sit down table service" restaurants
serving alcoholic beverages, with a per guest average guest check within the
United States of under $20.00 (adjusted upward each year to recognize Company
menu price increases).
11. Nonsolicitation. The Executive agrees that during the period of his
employment, and for a period of two (2) years following the effective date of
the termination of the Executive's employment for any reason, he will not,
either directly or indirectly, for himself or for any third party, except as
otherwise agreed to in writing by the Company's Chief Executive Officer, employ
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or hire any other person who is then employed by the Company, or solicit,
induce, recruit, or cause any other person who is then employed by the Company
to terminate his/her employment for the purpose of joining, associating, or
becoming employed with any business or activity that is engaged in the casual
dining restaurant industry or any other segment of the restaurant industry in
which the Company may become involved after the date hereof and prior to the
date of any termination of employment.
12. Remedies for Breach of Covenants of the Executive.
a. The Company and the Executive specifically acknowledge and
agree that the foregoing covenants of the Executive in Sections 8, 9,
10, and 11 are reasonable in content and scope and are given by the
Executive for adequate consideration. The Company and the Executive
further acknowledge and agree that, if any court of competent
jurisdiction or other appropriate authority shall disagree with the
parties' foregoing agreement as to reasonableness, then such court or
other authority shall reform or otherwise the foregoing covenants as
reason dictates.
b. The covenants set forth in Sections 8, 9, 10 and 11 of this
Agreement, as provided in Section 13 or 14, shall continue to be
binding upon the Executive, notwithstanding the termination of his
employment with the Company for any reason whatsoever. Such covenants
shall be deemed and construed as separate agreements independent of any
other provisions of this Agreement and any other agreement between the
Company and the Executive. The existence of any claim or cause of
action by the Executive against the Company, unless predicated on this
Agreement, shall not constitute a defense to the enforcement by the
Company of any or all such covenants. It is expressly agreed that the
remedy at law for the breach of any such covenant is inadequate and
injunctive relief and specific performance shall be available to
prevent the breach or any threatened breach thereof.
13. Termination. This Agreement (other than Sections 8, 9, 10 and 11,
as provided in Section 13 or 14, shall survive any termination hereof for any
reason, including non-renewal) may be terminated as follows:
a. Subject to earlier termination as provided herein, this
Agreement will automatically renew on each anniversary date beginning
at the end of its initial term, unless either party gives written
notice of non-renewal at least sixty (60) days prior to an anniversary
date. The first such renewal shall be for a thirty (30) month term and
any subsequent renewals will be for one-year terms. If within the two
(2) year period following non-renewal the Executive ceases to continue
in the employ of the Company, the Company may elect to make Severance
Payments to the Executive under Section 13(g)(i), (ii) and (vii) and,
if so, the provisions of Section 10 shall survive and be in force for
the Severance Payment Period. The Company must make an election and
must notify the Executive of such an election to provide these
Severance Payments within the first one hundred fifty (150) day period
following non-renewal of this Agreement. If no such election is made by
the Company to make Severance Payments within the first one hundred
fifty (150) days following non-renewal and the Executive is no longer
in the employ of the Company and the Company did not offer renewal of
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this Agreement, the provisions of Section 10 will be terminated
effective one hundred fifty (150) days after non-renewal of this
Agreement. If no such election is made by the Company to make Severance
Payments within the first one hundred fifty (150) days following
non-renewal and the Executive is no longer in the employ of the Company
and the non-renewal was caused by the Executive's election, then the
Company shall have the balance of the two (2) year period following
non-renewal in which to elect to make Severance Payments. In addition,
if the Executive does not continue to offer his services to the Company
(illness notwithstanding) in his then capacity and consistent with his
prior practice, for at least 120 days following a non-renewal caused by
his election, the provisions of Section 10 shall survive and be in
force during such one hundred twenty (120) days and for one (1) year
thereafter, and no Severance Payments of any kind shall be required of
the Company.
b. The Company may terminate this Agreement and the
Executive's employment hereunder at any time, with or without Cause,
upon written notice to the Executive. The Executive may terminate this
Agreement and his employment hereunder, at any time, with or without
Good Reason. In the event of a termination by the Executive without
Good Reason the provisions of Section 10 shall survive and be in force
for 24 months.
c. In the event of termination by the Company without Cause,
the effective date thereof shall be stated in a written notice to the
Executive from the Board, which shall not be earlier than 30 days from
the date such written notice is delivered to the Executive. In the
event the Company effects a termination without Cause and Xxxxx Xxxx is
at that time no longer Chief Executive Officer of the Company or the
Executive no longer reports directly to Xx. Xxxx then, the Executive
shall be entitled to receive all Severance Payments under Section 13(g)
and the provisions of Section 10 shall survive and be in force for the
Severance Payment Period. In the event the Company effects a
termination without Cause at a time when (i) Xxxxx Xxxx continues to be
Chief Executive Officer and (ii) the Executive reports directly to Xx.
Xxxx, then the provisions of Section 10 shall survive and be in force
for 24 months and the Executive shall only be entitled to receive the
amounts described in subsections (i), (ii) and (vii) of Section 13(g),
below.
d. In the event of termination by the Company with Cause, the
Executive shall be entitled to receive only his salary through such
date of termination and any bonus amounts as may be payable pursuant to
the terms of any written plans in which the Executive was a participant
immediately prior to the effective date of the termination and the
provisions of Section 10 shall survive and be in force for 24 months.
The Executive shall also be entitled to exercise his rights under COBRA
at the Executive's expense.
e. The following shall constitute "Cause":
(i) The Executive is convicted of -- or pleads no
contest / nolo contendre to -- any felony or any other serious
criminal offense; or
(ii) The Executive breaches any material provision of
this Agreement (other than as related to Sections 8, 9, 10 and
11 which is covered by Section 13(e)(iii) below), or
habitually neglects to perform his duties under this Agreement
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(other than for reasons related to illness, injury or
temporary disability) and such breach or neglect is not
corrected in the Company's good faith belief within fifteen
(15) business days after receipt of written notice from the
Board of the Company; or
(iii) The Executive breaches any provision of Section
8, 9, 10 or 11, and such breach is not corrected in the
Company's good faith belief within five (5) business days
after receipt of written notice from the Chief Executive
Officer; or
(iv) The Executive is determined to have violated any
applicable local, state or federal law relating to
discrimination or harassment through egregious conduct; or
(v) The Executive dies or becomes permanently
disabled from continuing to provide the level of service
required under this Agreement.
f. The Executive shall have "Good Reason" to effect a
termination in the event that (a) Xxxxx Xxxx is no longer Chief
Executive Officer of the Company or (b) the Executive no longer reports
directly to Xx. Xxxx, and the Company (i) breaches its obligations to
pay any salary, benefit or bonus due hereunder or, (ii) requires the
Executive to relocate more than 50 miles from the greater Kansas City
area, or (iii) substantially diminishes the functional responsibilities
of the Executive (it being understood that structural changes, such as
a change in title or to whom the Executive reports, do not constitute
changes in functional responsibilities), and in the event of any of
(i), (ii) or (iii) the Executive has given written notice to the Board
as to the details of the basis for such Good Reason within 30 days
following the date on which the Executive alleges the event giving rise
to such Good Reason occurred and the Company has failed to provide a
reasonable cure within ten (10) days after its receipt of such notice.
In the event of a termination by the Executive with Good Reason, the
Executive will be entitled to all Severance Payments under Section
13(g) and the provisions of Section 10 shall survive and be in force
for the Severance Payment Period.
g. The "Severance Payments" consist of the following: (i) an
amount paid monthly equal to one-twelfth (1/12) of the Executive's
annual Base Salary at the current effective annual rate, paid for the
Severance Payment Period; (ii) an amount paid monthly equal to
one-twelfth (1/12) of the greater of (y) the average of the Executive's
actual bonus attributable to each of the preceding three (3) fiscal
years or (z) Executive's target bonus amount for the fiscal year in
which the termination occurred multiplied by the average percentage
bonus attainment of the Executive over the preceding three (3) fiscal
years, in either case paid for the Severance Payment Period; (iii) the
immediate vesting of any unvested stock options held by the Executive
as of the day immediately preceding the effective date of termination;
(iv) with respect to all Restricted Share awards, all restrictions will
immediately be removed and deemed to have been satisfied and any
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vesting periods will be accelerated; (v) with respect to all
Performance Share awards, the Executive will receive, at the time of
the first Severance Payment, a lump sum pro rata portion (based upon
the number of complete months that have passed in the Performance
Period as of the effective date of the termination) of the applicable
Award Agreement as if all performance criteria were achieved at their
Target Levels (as defined in the Performance Share Plan); (vi) the
continued payment for the duration of the Severance Payment Period, of
the Company's matching portion of the Executive's Non-Qualified
Deferred Compensation Plan (or such retirement arrangement, if any, as
may replace it); and (vii) the payment by the Company of premiums on
behalf of the Executive, for coverage substantially similar to that
provided under the Company's group health and medical policies, for so
long as the Executive elects to continue such coverage, but for no
longer than the Severance Payment Period.
h. The "Severance Payment Period" is initially the twenty-four
(24) month period immediately following the effective date of
termination of the Executive's employment. The Severance Payment Period
may be extended, at the sole discretion of the Company, by written
notice to the Executive within 30 days after the effective date of
termination of employment, for up to 12 additional months by the
continued payment of the amounts under Section 13(g)(i) and (ii).
i. In the event of any termination of the Executive, whether
by the Executive or the Company and for any reason, participation by
the Executive in all compensation and benefit plans of the Company will
cease upon the effective termination date and all unvested bonuses,
equity awards and other like items will immediately lapse, except as
specifically provided in subsection (g), above. All amounts owed by the
Executive to the Company for any reasons whatsoever will become
immediately due and payable and the Company will have the right in its
discretion to collect any or all such amounts by offset against any
amounts due to the Executive from the Company whether or not under this
Agreement. In addition, the Severance Payments hereunder are in lieu of
and supercede any other severance or termination benefits to which the
Executive might otherwise be entitled, including any benefits under the
Company's Severance Program for Salaried Associates.
14. Termination After Change in Control. If within 12 months following
a Change in Control, as defined below, the employment of the Executive is
terminated by the Company or by the Executive, for any reason whatsoever, then
the provisions of Section 13 shall not apply and the following shall occur:
a. On the tenth business day following the effective date of
such termination, the Executive shall receive a lump sum payment equal
to (A) the Executive's base salary in effect immediately prior to the
change in control, plus the greater of (i) the average of the
Executive's actual bonus attributable to each of the preceding three
(3) fiscal years or (ii) the Executive's target bonus amount for the
fiscal year in which the termination occurs multiplied by the average
percentage bonus attainment of the Executive over the preceding three
(3) fiscal years, (B) divided by twelve (12) and (C) multiplied by 24;
b. The Company shall (i) pay health insurance premiums on
behalf of the Executive, for coverage substantially similar to that
provided under the Company's group health policy, for so long as the
Executive elects to continue such coverage, and (ii) continue to pay
the Company's matching portion of the Executive's Investment For
Retirement Agreement with the Company (or such retirement arrangement,
if any, as may replace it), in both cases for up to a maximum of 24
months.
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c. The immediate vesting of any unvested stock options held by
the Executive as of the day immediately preceding the effective date of
termination and, with respect to all Restricted Share awards, all
restrictions will immediately be removed and deemed to have been
satisfied and any vesting periods will be accelerated, and with respect
to all Performance Share awards, the Executive will receive on the 10th
business day following the effective date of such termination a pro
rata portion (based upon the number of complete months that have passed
in the Performance Period as of the date of the Change in Control) of
the applicable Award Agreement as if all performance criteria were
achieved at their Target Levels.
d. Participation by the Executive in all compensation and
benefit plans of the Company will cease upon the effective date of
termination and all unvested bonuses, equity awards and other like
items will immediately lapse, except as specifically provided in
subsection (c), above. In addition, all amounts owed by the Executive
to the Company for any reasons whatsoever will become immediately due
and payable and the Company will have the right in its discretion to
collect any or all such amounts by offset against any amounts due to
the Executive from the Company whether or not under this Agreement.
e. The Executive shall be bound by the non-competition
provisions of Section 10, which shall remain in full force and effect
for a period of 24 months following the effective date of Executive's
termination.
f. In the event of a Change in Control, if the total amount
payable by the Company to the Executive pursuant to this Section 14
(the "Section 14 Amount") would create an excess parachute payment, as
that term is defined in Section 280G of the Internal Revenue Code (the
"Code"), then, the Executive shall be paid either (i) the Section 14
Amount, or (ii) the Section 14 Amount reduced to an amount equal to
one-dollar ($1) less than the maximum amount allowed under the Code,
whichever amount results in the greater after-tax payment to the
Executive.
15. Definitions Related to Change in Control.
a. "Change in Control" means any one of the following: (i)
Continuing Directors no longer constitute at least 2/3 of the Board of
Directors; (ii) any person or group of persons (as defined in Rule
13d-5 under the Securities Exchange Act of 1934 (the "Exchange Act")),
together with its affiliates, become the beneficial owner (as defined
in Rule 13d-3 under the Exchange Act), directly or indirectly, of
thirty percent (30%) or more of the Company's then outstanding Common
Stock or thirty percent (30%) or more of the combined voting power of
the Company's then outstanding securities (calculated in accordance
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with Section 13(d)(3) or 14(d) of the Exchange Act) entitled generally
to vote for the election of the Company's Directors; (iii) the merger
or consolidation of the Company with any other corporation, the sale of
substantially all of the assets of the Company or the liquidation or
dissolution of the Company, unless, in the case of a merger or
consolidation, the then Continuing Directors in office immediately
prior to such merger or consolidation will constitute at least 2/3 of
the Board of Directors of the surviving corporation of such merger or
consolidation and any parent (as such term is defined in Rule 12b-2
under the Exchange Act of such corporation; or (iv) at least 2/3 of the
then Continuing Directors in office immediately prior to any other
action proposed to be taken by the Company's stockholders or by the
Company's Board of Directors determine that such proposed action, if
taken, would constitute a change in control of the Company and such
action is taken.
b. "Continuing Director" means any individual who either (i)
was a member of the Company's Board of Directors on the date hereof, or
(ii) was designated (as of the day of initial election as a Director)
as a Continuing Director by a majority of the then Continuing
Directors.
16. Arbitration of Disputes.
a. Any dispute or claim arising out of or relating to this
Agreement or any termination of the Executive's employment, other than
with respect to Sections 8 through 12, shall be settled by final and
binding arbitration in the greater Kansas City metropolitan area in
accordance with the Commercial Arbitration rules of the American
Arbitration Association, and judgment upon the award rendered by the
arbitrators may be entered in any court having jurisdiction thereof.
b. In the event that the Company does not submit to
arbitration hereunder or submits to arbitration but seeks to nullify or
reverse the effect of such arbitration by alleging that arbitration is
unenforceable against it, the Company shall pay all costs (including
expenses and attorneys' fees) incurred by the Executive as a result of
such action by the Company and if the Company is successful in such
attempt, it shall bear all legal costs incurred by the Executive in any
resulting litigation relating to this Agreement or any termination of
the Executive's employment.
c. The fees and expenses of the arbitration panel shall be
borne by the Company.
d. If the Company breaches its obligations hereunder following
a Change in Control and the Executive is successful in a claim brought
by him in arbitration for damages or other relief against the Company
related to such breach, the Executive shall be entitled to an award of
his costs (including expenses and attorneys' fees), incurred in such
arbitration.
17. Mitigation. The Executive shall have no duty to attempt to mitigate
the level of benefits payable by the Company to him hereunder and the Company
shall not be entitled to set off against the amounts payable hereunder any
amounts received by the Executive from any other source, including any
subsequent employer.
18. Notices. Any notices to be given hereunder by either party to the
other may be effected either by personal delivery in writing or by mail,
registered or certified, postage prepaid, with return receipt requested. Mailed
notices shall be addressed as follows:
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a. If to the Company:
Xxxxxxxx'x International, Inc.
0000 Xxxx 000xx Xxxxxx, Xxxxx 000
Xxxxxxxx Xxxx, Xxxxxx 00000
Attn: General Counsel
b. If to the Executive:
Xxxxxx X. Xxxxxxx
0000 Xxxx 000xx Xxxxxxx
Xxxxxxxx Xxxx, XX 00000
Either party may change its address for notice by giving notice in accordance
with the terms of this Section 18.
19. General Provisions.
a. Law Governing. This Agreement shall be governed by and
construed in accordance with the laws of the State of Kansas.
b. Invalid Provisions. If any provision of this Agreement is
held to be illegal, invalid, or unenforceable, then such provision
shall be fully severable and this Agreement shall be construed and
enforced as if such illegal, invalid, or unenforceable provision had
never comprised a part hereof; and the remaining provisions hereof
shall remain in full force and effect and shall not be affected by the
illegal, invalid, or unenforceable provision or by its severance
herefrom. Furthermore, in lieu of such illegal, invalid, or
unenforceable provision there shall be added automatically as a part of
this Agreement a provision as similar in terms to such illegal,
invalid, or unenforceable provision as may be possible and still be
legal, valid or enforceable.
c. Entire Agreement. This Agreement sets forth the entire
understanding of the parties and supersedes all prior agreements or
understandings, whether written or oral, with respect to the subject
matter hereof other than the Indemnification Agreement between the
Company and the Executive dated May 1, 1995; the Nondisclosure
Agreement between the Company and the Executive dated May 1, 1995, and
all agreements, acknowledgments, designations and directions of the
Executive made or given under any Company policy statement or benefit
program. No terms, conditions, warranties, other than those contained
herein, and no amendments or modifications hereto shall be binding
unless made in writing and signed by the parties hereto.
d. Binding Effect. This Agreement shall extend to and be
binding upon and inure to the benefit to the parties hereto, their
respective heirs, representatives, successors and assigns. This
Agreement may not be assigned by the Executive, but may be assigned by
the Company to any person or entity that succeeds to the ownership or
operation of the business in which the Executive is primarily employed
by the Company.
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e. Waiver. The waiver by either party hereto of a breach of
any term or provision of this Agreement shall not operate or be
construed as a waiver of a subsequent breach of the same provision by
any party or of the breach of any other term or provision of this
Agreement.
f. Titles. Titles of the paragraphs herein are used solely for
convenience and shall not be used for interpretation or construing any
work, clause, paragraph, or provision of this Agreement.
g. Counterparts. This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original, but which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the Company and the Executive have executed this
Agreement as of the date and year first above written.
THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE.
EXECUTIVE: XXXXXXXX'X INTERNATIONAL, INC.
By:
------------------------- -------------------------------------
Xxxxxx X. Xxxxxxx Xxxxx X. Xxxx
Chairman and Chief Executive Officer
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Exhibit A - Duties and Responsibilities
1. Position: Executive Vice President and Chief Financial Officer.
2. Reports to: Xxxxx X. Xxxx, Chairman and CEO.
3. Duties: (a) member of Applebee's senior management team; (b) acting in
the role of Chief Financial Officer; (c) Senior Advisor to the CEO and
Chairman.
4. Responsibilities: (a) Corporate Controllership and Internal Reporting
for all entities; (b) Tax Management; (c) Internal Audit Services; (d)
Treasury Services; (e) Financial operations and analysis; and (f)
Investor Relations and External Reporting.
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