EXECUTIVE EMPLOYMENT AGREEMENTExecutive Employment Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places
This Executive Employment Agreement (this “Agreement”) is made as of the 17th day of October, 2011 (the “Effective Date”) between Thomas J. Pennison, Jr. (“Executive”), an individual, and Center Cut Hospitality, Inc., a Delaware corporation (the “Company”). Capitalized terms used herein shall have the meanings given to them in Section 5 below.
EMPLOYMENT AGREEMENTEmployment Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
This Employment Agreement (“Agreement”), is effective as of January 4, 2012, (“Effective Date), and is between Thomas G. Dritsas (“Employee”) and Del Frisco’s Restaurant Group, LLC (the “Company”) (collectively, “Parties”).
LSF5 WAGON HOLDINGS, LLCBonus Compensation Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
As a highly valued senior executive of Center Cut Hospitality, Inc., a Delaware corporation (together with its successors and assigns, “CCH”), you (also referred to herein as “Employee”) are being given the opportunity to earn bonus compensation tied to a successful Sale (as defined below) or Qualified Public Offering (as defined below). This letter agreement (this “Letter”) sets forth the terms of this opportunity, which have been designed so that you will not be required to make any future financial investment in Wagon, DFRG, CCH, or the Company (including any Public Company) (collectively, the “Company Group”) or incur an immediate tax obligation in connection with the award of this opportunity. This opportunity is designed to align your interests with the interests of the Company’s investors, and, except as specifically provided below in this Letter, is provided in addition to, and not in lieu of, any existing equity, bonus, or other compensation plan arrangement you currently have
SUBSCRIPTION AGREEMENT (Jon Howie) LSF5 Wagon Holdings, LLC April 30, 2007Subscription Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Delaware
The undersigned (the “Subscriber”) understands that LSF5 Wagon Holdings, LLC, a Delaware limited liability company (the “Company”), is offering for sale to the Subscriber Class B Interests, Class C Interests and/or Class D Interests (collectively, the “Interests”), as defined in the Amended and Restated Limited Liability Company Agreement of LSF5 Wagon Holdings, LLC dated as of February 5, 2007 (the “LLC Agreement”), as indicated on the signature page of this Agreement. The Subscriber acknowledges that it is not acting on the basis of any representations or warranties other than those contained in Section 5 and understands that the offering of the Interests (the “Offering”) is being made without registration of the Interests under the Securities Act of 1933, as amended (the “Securities Act”). or any securities, “blue sky” or other similar laws of any state or foreign jurisdiction (“State Securities Laws”). Capitalized terms used and not defined have the meaning given to them in the LLC
FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENTCredit and Guaranty Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • New York
This FIRST AMENDMENT TO CREDIT AND GUARANTY AGREEMENT (this “Amendment”) is made and entered into as of August 24, 2011 (the “Effective Date”), by and among CENTER CUT HOSPITALITY, INC., a Delaware corporation (“Company”), DEL FRISCO’S RESTAURANT GROUP, LLC, a Delaware limited liability company (“Holdings”), the other Credit Parties party hereto, GOLDMAN SACHS BANK USA (“GS Bank”), as Administrative Agent (in such capacity, “Administrative Agent”), and the Lenders party hereto.
Form of Registration Rights AgreementRegistration Rights Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • New York
This REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of [ , 20__] by and among [ ], a [Delaware] corporation, (the “Company”), and each holder of a Deficiency Note (as defined below) listed on Schedule 1 hereto (each such holder, individually, an “Investor” and, collectively, the “Investors”).
LSF5 WAGON HOLDINGS, LLCLimited Liability Company Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places
This letter (this “Letter”) will confirm our agreement that in the event of (i) a Qualified Public Offering or Secondary Public Offering as a result of which the percentage of the aggregate common equity of the Public Company held directly or indirectly by Wagon is no longer greater than 50% or (ii) a Sale, you shall have the right (but not the obligation), upon your written request dated and delivered to Wagon no later than five (5) days after such event (the “Election Notice”), to require Wagon to purchase from you all (but not less than all) of the Class B Interests (as such term is defined in the LLC Agreement) you then hold, if any (the “Subject Interests”), for an amount (the “Purchase Price”) equal to the sum of (i) $250,000 minus (ii) all distributions of Available Cash (as defined in the LLC Agreement), if any, paid to you on or before the date on which such purchase is consummated. The Purchase Price shall be paid to you in cash or by wire transfer to an account designated by
NON-COMPETITION, CONFIDENTIALITY, AND NON-SOLICITATION AGREEMENTNon-Competition, Confidentiality, and Non-Solicitation Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places
THIS AGREEMENT dated 7 - 13 - 99, is by and between Lone Star Steakhouse & Saloon, Inc., a Delaware corporation (the “Corporation”), and Thomas George Dritsas (“Manager”).
EQUITY SURRENDER AND RELEASE AGREEMENTEquity Surrender and Release Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Delaware
This Equity Surrender and Release Agreement (this “Agreement”) is entered into as of May 26, 2011 (the “Effective Date”), by and between LSF5 COI Holdings, LLC, a Delaware limited liability company (“COI”), and Jon Howie (“Employee”).
SEPARATION AGREEMENT AND RELEASESeparation Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
This SEPARATION AGREEMENT (this “Agreement”) is entered into by and between Center Cut Hospitality, Inc. (the “Company”) and Jon Howie (“Executive”) (the Company and Executive are collectively referred to herein as the “Parties”).
CREDIT AND GUARANTY AGREEMENT dated as of July 29, 2011 among CENTER CUT HOSPITALITY, INC., DEL FRISCO’S RESTAURANT GROUP, LLC, CERTAIN SUBSIDIARIES OF DEL FRISCO’S RESTAURANT GROUP, INC., as Guarantors, VARIOUS LENDERS, and GOLDMAN SACHS BANK USA, as...Credit and Guaranty Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • New York
This CREDIT AND GUARANTY AGREEMENT, dated as of July 29, 2011 is entered into by and among CENTER CUT HOSPITALITY, INC., a Delaware corporation (“Company”), DEL FRISCO’S RESTAURANT GROUP, LLC, a Delaware limited liability company (“Holdings”), CERTAIN SUBSIDIARIES OF COMPANY, as Guarantors, the Lenders party hereto from time to time, and GOLDMAN SACHS BANK USA (“GS Bank”), as Administrative Agent (together with its successors and assigns in such capacity, “Administrative Agent”), Collateral Agent (together with its successors and assigns in such capacity, “Collateral Agent”), and Lead Arranger.
NON-COMPETITION, CONFIDENTIALITY, AND NON-SOLICITATION AGREEMENTNon-Competition, Confidentiality, and Non-Solicitation Agreement • January 24th, 2012 • Del Frisco's Restaurant Group, LLC • Retail-eating places • Texas
THIS AGREEMENT dated April 16, 2008 is by and between Del Frisco’s Restaurant Group, LLC, a Delaware limited liability company (the “Company”), its successors, assigns and affiliated entities, and William Martens (“EMPLOYEE”).
