EMPLOYMENT AGREEMENT
BETWEEN ADVANTICA RESTAURANT GROUP, INC. AND XXXXXX X. XXXXXXXXX
This Employment Agreement ("Agreement"), dated January 2, 2001, between
Advantica Restaurant Group, Inc., a Delaware corporation (the "Company") and
Xxxxxx X. Xxxxxxxxx (the "Executive"), residing at 00 Xxxxxxxx Xxxxxx, Xxxx
Xxxxxx, XX 00000.
WITNESSETH:
WHEREAS, The Board of Directors (the "Board") of the Company wishes to
employ the Executive as President and Chief Executive Officer of the Company and
of its wholly-owned subsidiary, Denny's, Inc., on the terms and subject to the
conditions set forth herein; and
WHEREAS, the Executive wishes to accept employment with the Company in
the position of President and Chief Executive Officer, on the terms and subject
to the conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants and obligations hereinafter set forth, the parties agree as follows:
1. EMPLOYMENT
The Executive's employment under the terms of this Agreement
shall commence on February 5, 2001 (the "Effective Date"), and shall continue
for a period of three (3) years unless terminated earlier pursuant to Section 5.
(Such period of employment under this Agreement is hereinafter referred to as
the "Employment Term.") The Executive shall provide services to the Company
hereunder as President and Chief Executive Officer of the Company. The Executive
will serve the Company subject to the general supervision,
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advice and direction of the Chairman of the Board and members of the Board and
upon the terms and conditions set forth in this Agreement.
2. DUTIES
(a) During the Employment Term, and while serving as President
and Chief Executive Officer of the Company, the Executive shall have such
authority and duties as are customary in such positions, and shall perform such
other services and duties as the Chairman and the other Directors may from time
to time designate consistent with such positions. (b) The Executive shall report
solely to the Board. All senior officers of the Company (with the exception of
Xxxxxx X. Xxxxxxxxx and Xxxxxx X. Xxxxxx, each of whom will report directly to
the Chairman of the Board as long as Xxxxx X. Xxxxxxx is Chairman) shall report,
directly or indirectly through other senior officers, to the Executive, and the
Executive shall be responsible for reviewing the performance of the other senior
officers of the Company, and shall from time to time present to the Board his
recommendations for any adjustments to the salaries of and bonus payments to
such officers. The Executive shall be responsible for, and, subject to
discussion with and ratification by the Board, have the authority to enter
into, employment contracts on behalf of the Company with other executives of the
Company. (c) The Executive shall devote his full business time and best efforts
to the business affairs of the Company; however, the Executive may devote
reasonable time and attention to:
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(i) serving as a director or member of a
committee of any not-for-profit organization or engaging in
other charitable or community activities; and
(ii) serving as an employee, officer, trustee, agent or
representative of another business or service, but only with
the advance approval of the Board.
3. COMPENSATION AND BENEFITS
(a) BASE COMPENSATION. For the calendar year ending
December 31, 2001, the Company shall pay the Executive a base salary (the "Base
Salary"), as compensation for his employment under this Agreement, in the amount
of $600,000. For each calendar year thereafter within the Employment Term, the
Base Salary shall be as determined by the Board but shall not be less than
$600,000. During the Employment Term such Base Salary shall be paid in equal
installments on at least a bi-weekly basis, or on such other basis as is
applicable to employees of the Company's Support Center.
(b) ANNUAL BONUS. For each calendar year ending during the
Employment Term, the Executive's bonus compensation ("Annual Bonus") shall be at
an annual rate equal to at least 75% of Base Salary (the "Targeted Bonus")
payable if the Company and the Executive achieve budgeted financial and other
performance targets which shall be established by the Compensation and
Incentives Committee of the Board (the "Compensation Committee") and
communicated to the Executive. It is expressly agreed that to the extent the
Compensation Committee provides additional over performance incentive targets in
the Company's annual incentive bonus plan for employees, Executive shall be
entitled to fully participate in and receive the full benefits for achieving
such over-performance incentive targets. Further, it is specifically agreed and
understood that payment of the Annual
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Bonus for the Year 2001 only shall be guaranteed by the Company. The Executive's
Annual Bonus earned with respect to each year shall be paid at the same time as
annual incentive bonuses with respect to that year are paid to other senior
executives of the Company generally.
(c) STOCK OPTIONS. On the Effective Date of this Agreement,
(the "Grant Date"), the Company shall grant to the Executive an option (the
"Option") to purchase 2,000,000 shares of common stock of the Company, $.01 par
value per share (the "Stock"). The Option shall be granted subject to the
following terms: (i) the exercise price with respect to the initial 1,250,000
shares under the Option shall be the market price per share of the stock on the
Effective Date, the fair market value of the Stock which for purposes of this
Agreement was calculated by taking the closing price of the Stock on the day
immediately preceding the Grant Date; (ii) an additional 750,000 shares at a
xxxxx xxxxx of $2.00 per share; (iii) the Option shall fully vest over a
three-year period and be exercisable as follows: 33 1/3% shall be exercisable on
each of the first, second and third anniversaries of the Grant Date; and (iv)
the Option shall be exercisable by Executive or his estate for a period of ten
years. The Executive shall immediately become 100% vested in, and eligible to
exercise, the Option, and others that may be granted to him in the future, in
the event of (a) his termination without Cause (as defined in Section 5(c)(ii))
under Section 5(a)(iii), (b) a dissolution or liquidation of the Company, (c) a
sale of all or substantially all of the Company's assets, (d) a merger or
consolidation involving the Company in which the Company is not the surviving
corporation, (e) a merger or consolidation involving the Company in which the
Company is the surviving corporation but the holders of shares of common stock
receive securities of another corporation and/or other property, including
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cash, or (f) a tender offer for at least a majority of the outstanding stock of
the Company. If immediate vesting occurs because of a termination without Cause,
the Option shall be exercisable for thirty-six (36) months following the
effective date of such termination; in all other events the option will remain
exercisable under the terms of the grant.
(d) SIGN-ON BONUS. As soon as is administratively feasible
following the Effective Date, but in no event later than five (5) business days
following the Effective Date, the Company shall pay to the Executive a Sign-on
Bonus of $1,623,264.
(e) BENEFITS. During the Employment Term, the Executive shall
be entitled to receive an annual car allowance and to participate in all
pension, profit sharing and other retirement plans, all incentive compensation
plans and all group health, hospitalization and disability insurance plans and
other employee welfare benefit plans in which other senior executives of the
Company may participate on terms and conditions no less favorable than those
which apply to such other senior executives of the Company.
4. REIMBURSEMENT OF EXPENSES
(a) EXPENSES INCURRED IN PERFORMANCE OF EMPLOYMENT. In
addition to the compensation provided for under Section 3 hereof, upon
submission of proper vouchers, the Company will pay or reimburse the Executive
for all normal and reasonable expenses incurred by the Executive during the
Employment Term in connection with the Executive's responsibilities to the
Company, including the Executive's travel expenses.
(b) RELOCATION. If the Executive elects to relocate to
Greenville/Spartanburg at any time during the term hereof, the Company will
provide the Executive with the full
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relocation benefits package, including the guaranteed buyout of the Executive's
current primary residence in California.
(c) TRAVEL AND HOUSING ALLOWANCES. For such portion of the
Employment Term during which the Executive elects not to relocate to
Greenville/Spartanburg, the Executive will be paid a $25,000 annual travel
allowance and a $25,000 annual housing allowance, each of which will be grossed
up at a combined rate for tax purposes which is necessary to provide a net
amount to Executive of $25,000 annually for each of said allowances.
(d) DEFENSE AND INDEMNIFICATION. The Company agrees to defend
and indemnify the Executive against a breach of employment contract claim made
by American Securities Capital Partners, LP, ("American Securities") ensuing
from his acceptance of employment with the Company, provided, however, that the
Company shall have no obligation to defend and indemnify the Executive under the
terms of this Section 4(d) unless Xxxxxxxxx is in substantial compliance with
the notice of termination provision of his employment agreement with EPL.
Further, in the event EPL or American Securities fails to provide Executive with
any of the various items of monetary value to which Executive in good faith
believes he is entitled pursuant to the terms of his Employment Agreement,
Non-Qualified Stock Option Agreement and Stockholders Agreement with EPL, each
dated December 29, 1999, the Company will, at the request of the Executive,
retain legal counsel of Executive's choice to represent Executive in his efforts
to recover said value from EPL and American Securities. The Company will pay
directly to the legal counsel retained for the Executive for this purpose all
usual, reasonable and customary legal fees and expenses incurred in pursuit of
said matter. Further, should EPL or American Securities fail to pay the
Executive when and as due the annual incentive bonus presently
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calculated at or about $337,000 earned by the Executive for over performance in
the year 2000 as described on Exhibit A to the Executive's Employment Agreement
with EPL, the Company will, at the request of the Executive, make an
interest-free loan to the Executive in accordance with the provisions of
Section 4 (f) of this Agreement set forth below, the Company will, at the
request of the Executive, retain legal counsel of the Executive's choice to
represent Executive in his efforts to recover said value from EPL and American
Securities. The Company will pay all usual, reasonable and customary legal fees
and expenses incurred in pursuit of said matter directly to the legal counsel
retained by the Company for the Executive for this purpose.
(e) PERSONAL TAX AND FINANCIAL PLANNING EXPENSES. The Company
agrees to reimburse the Executive for all reasonable legal, accounting and
financial advisor fees and expenses incurred by the Executive for personal tax,
financial and estate planning services in the negotiation and documentation of
this Agreement.
(f) INTEREST FREE LOAN. If, as described in Section 4 (d)
above, EPL or American Securities fails or refuses to pay Executive when and as
due the annual incentive bonus presently calculated at or about $337,000, earned
by the Executive for over performance on the measurement targets for the year
2000, and the Executive elects to retain legal counsel to pursue recovery of
same as also set forth in Section 4 (d) above, the Company will, at the
Executive's request, provide Executive with an interest free loan in the amount
necessary to make the Executive whole (at or about $337,000, less all applicable
withholdings) during the pendency of any legal proceedings related thereto. The
loan, if entered into, will be repayable in full only upon the recovery by the
Executive from EPL
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or American Securities of the annual bonus amount due him for over performance
on said annual incentive bonus targets described above.
5. TERMINATION
(a) EVENTS OF TERMINATION. The Employment Term shall terminate
upon the first to occur of the following events:
(i) the close of business on the 4th of February, 2004,
unless mutually extended in writing by the parties;
(ii) the death of the Executive;
(iii) the close of business on the 180th day following the
date on which the Company gives the Executive written
notice of the termination of his employment as a result of
his "Permanent Disability" (as defined in subsection (c));
(iv) the close of business on the date on which the
Company gives the Executive written notice of the
Company's termination of his employment as a "Termination
without Cause" (as defined in subsection (c)) or the close
of business on the effective date of a termination of the
Executive's employment with the Company pursuant to
subsection (c)(iii);
(v) the close of business on the date on which the Company
gives the Executive written notice of the Company's
termination of his employment for "Cause" (as defined in
subsection (c)); and
(vi) the close of business on the effective date of a
"Voluntary Termination" (as defined in subsection (c) by
the Executive of his employment with the Company.
(b) TERMINATION BENEFITS. Upon the termination of the
Executive's employment with the Company for any reason set forth in subsection
(a) the Company shall provide the
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Executive (or, in the case of his death, his estate or other legal
representative) benefits due him under the Company's benefits plans and policies
for his services rendered to the Company prior to the date of such termination
(according to the terms of such plans and policies), and the Company shall pay
the Executive not later than five (5) business days after such termination, in a
lump sum, all Base Salary earned through the date of such termination. The
Executive shall be entitled to the payments and benefits described be low only
as each is applicable to such termination of employment.
(i) In the event of a termination as a result of the
Executive's death, and in addition to any other death
benefits payable under the Company's benefit plans or
policies, (A) for so long as the Executive's surviving
spouse is receiving any Base Salary payment under clause
(B) below, the Executive's eligible family dependents
(collectively, "Family") shall be entitled to receive and
participate in the disability, health, medical and other
welfare benefit plans which the Executive and/or his
Family would otherwise have been entitled to hereunder if
the Executive had not terminated employment (the "Welfare
Benefits") in addition to any continuation coverage which
the Executive's Family is entitled to elect under Section
4980B of the Code; and (B) for a period of one year
following the date of the Executive's death, the
Executive's surviving spouse shall be paid (x) the Base
Salary in effect at the date of the Executive's death,
payable in monthly installments, and (y) the Annual Bonus
that would have been paid under Section 3(b) to the
Executive during such period, payable as and when annual
incentive bonuses with respect to such period are paid by
the Company to other senior executives of the Company
generally.
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(ii) In the event of a termination as a result of the
Executive's Permanent Disability, for a period of two
years after the date of such termination of the
Executive's employment, (A) the Executive and/or his
Family shall be entitled to receive and participate in the
Welfare Benefits in addition to any continuation coverage
which the Executive and/or his Family is entitled to elect
under Section 4980B of the Code; and (B) the Executive
shall be paid (x) one-half of the Base Salary in effect at
such date of termination, payable in monthly installments,
and (y) one-half of the Annual Bonus that would be payable
under Section 3(b) for such period, payable as and when
annual incentive bonuses with respect to such period are
paid by the Company to other senior executives of the
Company generally.
(iii) In the event of a "Termination without Cause" under
subsection (a)(iii), (A) the Executive and/or his Family
shall be entitled until the earlier of (x) the first
anniversary of the date of such termination of employment
or (y) the commencement of coverage of the Executive
and/or his Family by another group medical benefits plan
providing substantially comparable benefits to the Welfare
Benefits and which does not contain any preexisting
condition exclusions or limitations, to receive and
participate in the Welfare Benefits in addition to any
continuation coverage which the Executive and/or his
Family is entitled to elect under Section 4980B of the
Code; (B) not later than five (5) business days after such
termination, the Company shall pay to the Executive a
severance payment in a lump sum amount equal to the
greater of (i) the number of full and fractional years
remaining in the employment term, or (ii) one year of his
then current annual base salary and
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target Annual Bonus; and (C) the Option shall be one
hundred percent (100%) vested and exercisable as of the
date of such termination for a period of thirty-six (36)
months following the effective date of such termination.
(iv) In the event of a termination for Cause under
subsection (a)(iv) and in the event of a Voluntary
Termination under subsection (a)(v), the Executive shall
not be entitled to any benefits or payments from the
Company except as provided in the first sentence of
subsection (b) above.
(c) For purposes of this Agreement:
(i) "Permanent Disability" shall mean the Executive's
inability to per form the material duties contemplated by
this Agreement by reason of a physical or mental
disability or infirmity which has continued for more than
180 consecutive days. The Executive agrees to submit such
medical evidence regarding such disability or infirmity as
is reasonably requested by the Company, including, but not
limited to, an examination by a physician selected by the
Company in its sole discretion.
(ii) "Cause" shall mean (A) the Executive's habitual
neglect of his material duties, (B) an act or acts by the
Executive, or any omission by him, constituting a felony,
and the Executive has entered a guilty plea or confession
to, or has been convicted of, such felony, (C) the
Executive's failure to follow any lawful directive of the
Board consistent with the Executive's position and duties,
(D) an act or acts of fraud or dishonesty by the Executive
which results or is intended to result in financial or
economic harm to the Company, or (E) breach of a material
provision of this Agreement by the Executive; provided,
that the Company shall provide the Executive (x) written
notice specifying the nature of the alleged Cause, and,
with
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respect to clauses (A), (C) and (E), (y) a reasonable
opportunity to appear before the Board to discuss the
matter, and (z) a reasonable opportunity to cure any such
alleged Cause.
(iii) (A) "Voluntary Termination" shall mean any voluntary
termination by the Executive of his employment with the
Company provided that the Executive shall give the
Company at least 30 days' prior written notice of the
effective date of such termination. (B) For purposes of
this Agreement, the Executive shall not be deemed to have
incurred a "Voluntary Termination" if upon 10 days' prior
written notice from the Executive, the Executive notifies
the Company that his termination of employment with the
Company is a result of (x) a breach by the Company of a
material provision of this Agreement or (y) a change by
the Company of the Executive's title, duties or
responsibilities as Chief Executive Officer and President
of the Company without his consent, and such breach or
change is not corrected by the Company within 30 days or
such longer reasonable amount of time required to correct
such breach or change, not to exceed 90 days, after the
Executive notifies the Board in writing of the action or
omission which the Executive believes constitutes such a
breach or change. In such event, the Executive shall be
deemed to have been terminated without Cause, the benefits
described under Section (b)(iii) shall apply and the
obligations of the Executive set forth in Section 6(c)
shall be deemed null and void.
(iv) "Termination without Cause" shall mean a termination
by the Company of the Executive's employment without Cause
(as defined above), and shall be deemed to include any
termination under the circumstances described in sub
section (c)(iii)(B).
(d) In the event of any termination of the Executive's
employment by the Company or by the Executive under circumstances described in
subsection (c)(iii)(B), the Executive shall not be required to seek other
employment to mitigate damages, and any income earned by the Executive from
other employment or self-employment shall not be offset against any obligations
of the Company to the Executive under this Agreement.
6. PROTECTED INFORMATION; PROHIBITED SOLICITATION AND COMPETITION
(a) The Executive hereby recognizes and acknowledges that
during the course of his employment by the Company, the Company will furnish,
disclose or make available to the Executive confidential or proprietary
information related to the Company's business, including, without limitation,
customer lists, ideas, processes, inventions and devices, that such confidential
or proprietary information has been developed and will be developed through the
Company's expenditure of substantial time and money, and that all such
confidential information could be used by the Executive and others to compete
with the Company. The Executive hereby agrees that all such confidential or
proprietary information shall constitute trade secrets, and further agrees to
use such confidential or proprietary information only for the purpose of
carrying out his duties with the Company and not otherwise to disclose such
information unless otherwise required to do so by subpoena or other legal
process. No information otherwise in the public domain (i.e., information that
has been disclosed to the general public, the marketplace or to govern mental
regulatory agencies) shall be considered confidential.
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(b) The Executive hereby agrees, in consideration of his
employment hereunder and in view of the confidential position to be held by the
Executive hereunder, that during the Employment Term and for the period ending
on the date which is one year after the later of (1) the termination of the
Employment Term and (2) the date on which the Company is no longer required to
provide the payments and benefits described in Section 5(b) (other than any
continuation coverage which the Executive and/or his Family is entitled to elect
under Section 4980B of the Code), the Executive shall not, without the written
consent of the Company, knowingly solicit, entice or persuade any other
employees of the Company or any affiliate of the Company to leave the services
of the Company or such affiliate for any reason.
(c) The Executive further agrees that, he shall not (except as
to the activities described in Section 2(c)) during the Employment Term and for
the period ending on the date which is the later of (1) the termination of the
Employment Term and (2) one year after the date on which the Company is no
longer required to provide payments and benefits described in Section 5(b),
enter into any relationship whatsoever, either directly or indirectly, alone or
in partnership, or as an officer, director, employee or stockholder
(beneficially owning stock or options to acquire stock totaling more than five
percent of the outstanding shares) of any corporation (other than the Company),
or otherwise acquire or agree to acquire a significant present or future equity
or other proprietorship interest, whether as a stockholder, partner, proprietor
or otherwise, with any enterprise, business or division thereof (other than the
Company), which is engaged in the Family Dining restaurant business in those
states within the United States in which the Company or any of its subsidiaries
is at the time of such termination of employment conducting its business. For
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purposes of this Agreement, Family Dining shall be defined as regional or
national restaurant chains identified in the CREST data as being part of the
family dining segment of the restaurant industry, specifically including, but
not be limited to the following: IHOP, Friendly's, Perkins, Xxx Xxxxx, Cracker
Barrel, Xxxxxx'x, Xxxxx Callendars, Xxxxx'x Square, Big Boy, Country Kitchen,
Shari's, Mimi's and Eat and Park.
(d) The restrictions in this Section 6 shall survive the
termination of this Agreement and shall be in addition to any restrictions
imposed upon the Executive by statute or at common law.
(e) The parties hereby acknowledge that the restriction in
this Section 6 have been specifically negotiated and agreed to by the parties
hereto and are limited to only those restrictions necessary to protect the
Company from unfair competition. The parties hereby agree that if the scope or
enforceability of any provision, paragraph or subparagraph of this Section 6 is
in any way disputed at any time, and should a court find that such restrictions
are overly broad, the court may modify and enforce the covenant to the extent
that it believes to be reasonable under the circumstances. Each provision,
paragraph and subparagraph of this Section 6 is separable from every other
provision, paragraph, and subparagraph and constitutes a separate and distinct
covenant.
7. INJUNCTIVE RELIEF
The Executive hereby expressly acknowledges that any breach or
threatened breach by the Executive of any of the terms set forth in Section 6 of
this Agreement may result in significant and continuing injury to the Company,
the monetary value of which would be impossible to establish. Therefore, the
Executive agrees that the Company shall be entitled to apply for injunctive
relief in
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a court of appropriate jurisdiction. The provisions of this Section shall
survive the Employment Term.
8. PARTIES BENEFITED; ASSIGNMENTS
This Agreement shall be binding upon the Executive, his heirs
and his personal representative or representatives, and upon the Company and
its successors and assigns. Neither this Agreement nor any rights or obligations
hereunder may be assigned by the Executive, other than by will or by the laws of
descent and distribution.
9. NOTICES
Any notice required or permitted by this Agreement shall be in
writing, sent by registered or certified mail, return receipt requested,
addressed to the Board and the Company at its then principal office, or to the
Executive at the address set forth in the preamble, as the case may be, or to
such other address or addresses as any party hereto may from time to time
specify in writing for the purpose in a notice given to the other parties in
compliance with this Section. Notices shall be deemed given when received.
10. GOVERNING LAW
This Agreement shall be governed by and construed and enforced
in accordance with the laws of the State of South Carolina, without regard to
conflict of law principles.
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11. INDEMNIFICATION AND INSURANCE; LEGAL EXPENSES
The Company shall indemnify the Executive to the fullest
extent permitted by the laws of the State of Delaware, as in effect at the time
of the subject act or omission, and shall advance to the Executive reasonable
attorney's fees and expenses as such fees and expenses are incurred (subject to
an undertaking from the Executive to repay such advances if it shall be finally
deter mined that by a judicial decision which is not subject to appeal that the
Executive was not entitled to the reimbursement of such fees and expenses) and
he will be entitled to the protection of any insurance policies the Company may
elect to maintain generally for the benefit of its directors and officers
against all costs, charges and expenses incurred or sustained by him in connec-
tion with any action, suit or proceeding to which he may be made a party by
reason of his being or having been a director, officer or employee of the
Company or any of its subsidiaries or his serving or having served any other
enterprise as a director, officer or employee at the request of the Company
(other than any dispute, claim or controversy arising under or relating to this
Agreement).
12. DISPUTES
Any dispute or controversy arising under, out of, in
connection with or in relation to this Agreement shall, at the election and upon
written demand of either the Executive or the Company, be finally determined
and settled by arbitration in Charlotte, North Carolina in accordance with the
rules and procedures of the American Arbitration Association, and judgment upon
the award may be entered in any court having jurisdiction thereof.
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13. MISCELLANEOUS
This Agreement contains the entire agreement of the parties
relating to the subject matter hereof. This Agreement supersedes any prior
written or oral agreements or understandings between the parties relating to
the subject matter hereof. No modification or amendment of this Agreement shall
be valid unless in writing and signed by or on behalf of the parties hereto. A
waiver of the breach of any term or condition of this Agreement shall not be
deemed to constitute a waiver of any subsequent breach of the same or any other
term or condition. This Agreement is intended to be performed in accordance
with, and only to the extent permitted by, all applicable laws, ordinances,
rules and regulations. If any provision of this Agreement, or the application
thereof to any person or circumstance, shall, for any reason and to any extent,
be held in valid or unenforceable, such invalidity and unenforceability shall
not affect the remaining provisions hereof and the application of such
provisions to other persons or circumstances, all of which shall be enforced to
the greatest extent permitted by law. The compensation provided to the Executive
pursuant to this Agreement shall be subject to any withholdings and deductions
required by any applicable tax laws. Any amounts payable under this Agreement to
the Executive after the death of the Executive shall be paid to the Executive's
estate or legal representative. The headings in this Agreement are inserted for
convenience of reference only and shall not be a part of or control or affect
the meaning of any provision hereof.
[signature page follows]
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IN WITNESS WHEREOF, the parties have duly executed and delivered this
Agreement as of the date first written above.
ADVANTICA RESTAURANT GROUP, INC.
By: /s/Xxxxxx X. Xxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxx
Title: Executive Vice President,
General Counsel & Secretary
By: /s/Xxxxxx X. Xxxxxxxxx
--------------------------
Name: Xxxxxx X. Xxxxxxxxx
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