1
FORM OF MANAGEMENT COMPENSATION AGREEMENT
March 31, 1997
To: Executive Officer
Fr: Xxxxx Xxx
Re: Executive Compensation for FY97
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Your executive compensation package for fiscal year 1997 will consist of three
components:
1. Your base salary for the year.
2. A cash bonus potential.
3. Stock Options
4. A deferred (long term) compensation potential consisting of Restricted
Stock
Base Salary
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Your salary for FY97 has been set at __________
Cash Bonus
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In addition to your base salary, you have the potential to receive a cash bonus
for FY97 provided that the Company achieves certain predetermined financial
results. The exact amount of this bonus will be determined through application
of the following table which is based on the Company's budgeted financial
objective of $_____ (earnings per share). The amount of the bonus is directly
tied to the amount of the financial results achieved such that hitting 99% of
the budgeted financial objectives will pay 100% of the bonus potential with
additional bonus being earned for exceeding the objective and less being earned
for falling below:
RBR EPS Bonus Bonus
Objective Factor Amount
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$_____ 1.500 $_________
$_____ 1.375 $_________
$_____ 1.250 $_________
$_____ 1.125 $_________
$_____ 1.000 $_________
$_____ 0.813 $_________
$_____ 0.625 $_________
$_____ 0.438 $_________
$_____ 0.250 $_________
$_____ none none
Stock Options (NSO's)
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You have been awarded options to purchase ________ shares of common stock as
provided under the Company's Stock Option Plan at an option price of $10.66. All
terms and conditions of the plan are applicable as recited in the attached Stock
Option Agreement.
2
Deferred (Long Term) Compensation Program
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The Committee has also awarded you ________ shares of the Company's common stock
subject to certain accelerated vesting covenants and restrictions all of which
are explained in the attached Long Term Incentive Agreement (Attachment B).
Rock Bottom Restaurants, Inc.
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Xxxxx Xxx, Chairman
Compensation Committee
