EXHIBIT 10.39
EMPLOYMENT AGREEMENT
THIS AGREEMENT, effective October 1, 1996 by and between Spaghetti Warehouse
Service Corporation, a Delaware Corporation, ("Company"), and Xxxx X. Xxxxx, a
resident of the State of Florida, ("Employee").
W I T N E S S E T H:
WHEREAS, Employee has been a Director of Spaghetti Warehouse, Inc. ("SWI") for
15 years, and during such period, in addition to his duties as Director, has
given valuable business advise to SWI, which advise has been instrumental in the
SWI's success, and
WHEREAS, for a number of reasons, Employee has indicated to SWI that, in
consideration for the continued rendering of such nonDirectors services, he
wishes to formalize his relationship to SWI (and its appropriate
subsidiary(ies), in this case the Company) by entering into an employment
agreement and receiving an agreed upon level of compensation; and
WHEREAS, both SWI and the Company, and Employee, desire to have Employee
continue to serve the interest of SWI and the Company, when needed, on
nonDirector matters in which he has special expertise.
NOW THEREFORE, IT IS HEREBY AGREED by and between Company and Employee:
1. Company hereby employs Employee, and Employee accepts and agrees to
employment by the Company, thereby terminating any and all preexisting
agreements relating to the services described herein, commencing October 1,
1996, for a term that will continue until the earlier of (i) the date on which
Employee is no longer serving as a member of the Board of Directors, and (ii)
the last day of the fiscal year of the Company during which the Company notifies
Employee, in writing and not less than 30 days prior to the end of such fiscal
year, that it is terminating this Agreement effective as of the last day of such
fiscal year, and (iii) the date specified by Employee in a written notice to the
Company delivered not less than 30 days in advance of such specified date.
During such period of employment the Employee agrees that, upon the request and
direction of the Company, he will render up to 10 hours of service during any
month, and up to 124 hours of service during any year, with respect to such
matters as, in the reasonable judgement of the Company, his experience and skill
qualify him to render valuable assistance to the Company. Employee agrees to be
available for such assignments upon reasonable notice, at such times as Company
may desire, all in Company's reasonable discretion. Company will pay Employee a
fee of $100 per hour for each hour, if any, wherein Employee's services
hereunder are utilized by Company in excess of 10 hours per month or 120 hours
per year.
2. For and in consideration of his services hereunder, Employee shall be paid
(i) a one-time Five Thousand Dollar ($5,000) payment and (ii) a salary of Five
Hundred and Eighty-Three Dollars and Thirty-Three cents ($583.33) per month,
monthly in advance, commencing upon the effective date of this Agreement. All of
Employee's reasonable and necessary expenses incurred as a direct result of
rendering the services required hereunder shall be reimbursed to him monthly by
Company, upon presentation of the proper invoices or vouchers therefore.
3. Company will withhold from any amounts payable hereunder all Federal, State,
City or other taxes as shall be required pursuant to any law or governmental
regulation or ruling.
4. In addition to such benefits, if any, to which his status as an employee
entitle him, during the term of this Agreement the Company will insure that
Employee will have the same right, and on the same basis, as a full time officer
of the Company, to participate in the Company's group hospitalization and
medical insurance program.
5. During the term of this Agreement, Employee agrees that he will not become
employed in any capacity, for any period of time, whether part time or full
time, either as an employee, officer, director, independent contractor, agent or
servant for himself or any other person, partnership, corporation or other
entity which owns, operates, manages or has any material ownership interest in a
restaurant or food service operation open to the public, of whatsoever nature or
type.
6. This Agreement constitutes the sole agreement between the parties hereto with
respect to the subject matter, and all prior agreements are terminated, and all
discussions, negotiations and communications by and between the parties with
respect to the subject hereof are merged herein. This Agreement may not be
amended or terminated except by writing subscribed by each party hereto.
7. Any notice required or permitted under the terms hereof shall be effective
upon deposit in the United States Mails, properly addressed, postage prepaid, or
upon personal delivery, to each party at the addresses indicated hereinbelow.
IN WITNESS whereof the parties have entered into this Agreement as of this 1st
day of October, 1996.
SPAGHETTI WAREHOUSE SERVICE CORPORATION
By: /s/ X.X. Xxxxxxxxxx, Xx.
X.X. Xxxxxxxxxx, Xx.
000 X. X-00
Xxxxxxx, Xxxxx 00000
EMPLOYEE
By: /s/ Xxxx X. Xxxxx
Xxxx X. Xxxxx
0000 X. Xxxxxxxx Xxx.
Xxxxx Xxxxx, Xxxxxxx 00000
