Exhibit 10.40
XXXXXX X. XXXXXX
0000 Xxxxx Xxxx
XxXxxx, Xxxxxxxx 00000
November 9, 1998
Silver Diner, Inc.
Attn: Xxxxxxx X. Xxxxx,
Chairman, Compensation Committee
00000 Xxxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
RE: FOUNDER'S EMPLOYMENT AGREEMENT
Dear Xxxxx:
This letter pertains to my employment agreement (the "Contract") with
Silver Diner Development, Inc. (SDDI), dated August 28, 1995. Since SDDI was
merged into Silver Diner, Inc. (the "Company"), all references in the Contract
to SDDI shall mean the Company.
This will advise you that I hereby agree that the Contract is amended,
effective immediately, as follows:
In the event of my termination for Involuntary Resignation, the maximum
amount of the Involuntary Resignation Payment provided for in Section 7(c)(v) of
the Contract shall not exceed three (3) times my Base Compensation, including
all bonuses, for the Company's fiscal year immediately preceding the fiscal year
in which the Involuntary Resignation occurs. To illustrate if the Involuntary
Resignation were to occur with exactly four (4) years remaining in the then
current term of the Contract, the Involuntary Resignation Payment would
nevertheless be capped at three (3) times my Base Compensation, including all
bonuses, for the immediately preceding fiscal year. On the other hand, if the
Involuntary Resignation were to occur with exactly two (2) years remaining in
the then current term of the Contract, the Involuntary Resignation Payment would
equal two (2) times my Base Compensation, including all bonuses, for the
immediately preceding year as is provided for in the Contract.
Except as set forth in this letter, the Contract continues in full force
and effect in accordance with its terms.
I am pleased to make the foregoing modifications to my Contract, to be
ratified by the Board in December.
Sincerely,
Xxxxxx X. Xxxxxx
