EX 10.17 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT EFFECTIVE DATE: AS OF JANUARY 1, 2001 WOOLEY: {NAME} COMPANY: SCHLOTZSKY'S, INC., a Texas corporation 203 Colorado Street Austin, Texas 78701 AGREEMENT: Amended and Restated Employment Agreement,...

                                                                        EX 10.17

                     FIRST AMENDMENT TO EMPLOYMENT AGREEMENT

EFFECTIVE DATE: AS OF JANUARY 1, 2001

XXXXXX:         {NAME}

COMPANY:        SCHLOTZSKY'S, INC., a Texas corporation
                000 Xxxxxxxx Xxxxxx
                Xxxxxx, Xxxxx  00000

AGREEMENT:      Amended and Restated Employment Agreement, effective as of
                January 1, 2001, by and between XXXXXX and COMPANY.

WHEREAS, the Parties listed above entered into the AGREEMENT described above;
and

WHEREAS, XXXXXX and COMPANY have determined that it is in their mutual best
interest to modify the terms of the AGREEMENT; and

WHEREAS, this amendment has been approved by an action of the Compensation
Committee of the Board of Directors of the COMPANY dated December 28, 2001;

NOW, THEREFORE, for the mutual obligations contained herein and other good and
valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:

1. EFFECT OF AMENDMENT. The AGREEMENT is hereby supplemented and modified by the
provisions of this First Amendment to Employment Agreement ("AMENDMENT").
Wherever there is any conflict between the provisions of the AGREEMENT and the
provisions of this AMENDMENT, the provisions of this AMENDMENT are paramount and
shall control, and the AGREEMENT shall be construed accordingly. Any terms that
are defined in the AGREEMENT shall have the same meanings in this AMENDMENT. Any
provision in the AGREEMENT not expressly changed by or inconsistent with the
provisions of this AMENDMENT shall remain the same.

2. AMENDMENT OF ADVANCE. The AGREEMENT is hereby amended to restate Section 5 as
follows:

     5. ADVANCE. On or before January 31, 2001, the Company shall pay Xxxxxx a
     cash advance against Xxxxxx'x future bonuses earned in the amount of
     ${Amount of Advance}. The advance shall be recovered by applying the
     following amounts until the full amount is recovered: ${One-Third of
     Advance} of the 2002 bonus, ${One-Third of Advance} of the 2003 bonus, and
     ${One-Third of Advance} of the 2004 bonus. If all or any portion of the
     advance remains after application of the 2004 bonus, such remainder shall
     be deemed fully earned by Xxxxxx and not to be recovered by the Company.

3. AMENDMENT REGARDING STOCK OPTIONS. The AGREEMENT is hereby amended to restate
Section 6 as follows:

     6. [This Section is intentionally omitted in its entirety.]



IN WITNESS WHEREOF, the parties hereto have executed this original of this
AMENDMENT to be effective on the EFFECTIVE DATE.

COMPANY:
SCHLOTZSKY'S, INC.,
a Texas corporation

By:
        --------------------------------------
        Xxxxxxx X. Xxxxxx
Title:  Executive Vice President & Treasurer
        Chief Financial Officer

XXXXXX:

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        {Name}