EXHIBIT 99.1
WRITTEN COMPENSATION AGREEMENT BETWEEN REGISTRANT AND XX. XXXXXXX
COMPENSATION AGREEMENT
Agreement dated as of the 25th day of October, 2001 by and
between Xxxx Xxxxxxx ("Optionee") and Xxxxx'x Restaurants, Inc., a Delaware
corporation (the "Corporation").
W I T N E S S E T H
WHEREAS, Optionee is to provide services to the Corporation
pursuant to a consulting agreement between the parties dated October 25, 2001,
and the Corporation wishes to provide an equity incentive to Optionee to provide
such services.
NOW, THEREFORE, in consideration of the above premises, the
parties hereto agree as follows:
1. On October 25, 2001, Optionee was granted an option to acquire
25,000 shares of the Corporation's Common Stock (the "Option") under the terms
and conditions set forth in the Non-Statutory Stock Option Agreement, attached
hereto as Exhibit A.
2. Corporation and Optionee acknowledge and agree that the Option
is granted as compensation for services and not for any capital-raising purposes
or in connection with any capital-raising activities.
3. This agreement is intended to constitute a written employee
benefit plan within the meaning of Rule 405 of the Securities Act of 1933, as
amended.
4. Nothing herein or in the Non-Statutory Stock Option Agreement
shall confer upon Optionee any right to continue in the Corporation's service
for any period of specific duration or interfere with or otherwise restrict in
any way the rights of the Corporation or Optionee, which rights are hereby
expressly reserved by each party, to terminate Optionee's service at any time
for any reason, with or without cause.
IN WITNESS WHEREOF, the parties hereto have executed this
agreement as of the date first above written.
OPTIONEE: XXXXX'X RESTAURANTS, INC.
/s/ Xxxx Xxxxxxx By: /s/ Xxxxx Xxxxx
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Title: CEO
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EXHIBIT A
NON-STATUTORY STOCK OPTION AGREEMENT
[See Exhibit 99.2 filed as part of
this Registration Statement]
