RESTATED EMPLOYMENT AND NON-INTERFERENCE AGREEMENT
This Restated Employment and Non-Interference Agreement (this
"Agreement") is dated as of November __, 1996, by and between Xxxxxxx Xxxxxx
(the "Executive") and National Restaurant Enterprises, Inc., a Delaware
corporation (the "Company") and a wholly-owned subsidiary of AmeriKing, Inc., a
Delaware corporation (the successor to NRE Holdings, Inc.) ("Parent");
W I T N E S S E T H:
WHEREAS, Executive and the Company entered into an Employment and
NonInterference Agreement, dated as September 1, 1994 (the "Prior Employment
Agreement");
WHEREAS, Executive and the Company wish to terminate the Prior
Employment Agreement in its entirety simultaneously with the execution of this
Agreement, which will replace the prior Employment Agreement;
WHEREAS, the Company wishes to obtain the future services of the
Executive for the Company; and
WHEREAS, the Executive is willing, upon the terms and conditions
herein set forth, to provide services hereunder; and
WHEREAS, the Company wishes to secure the Executive's
non-interference, upon the terms and conditions herein set forth;
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, and intending to be legally bound hereby, the parties hereto
agree as follows:
1. Nature of Employment
Subject to Section 3, the Company hereby employs Executive, and
Executive agrees to accept such employment, during the Term of Employment (as
defined in Section 3(a)) as Vice Chairman of Parent and the Company and to
undertake such duties and responsibilities as may be reasonably and
specifically assigned to Executive from time to time by the Chairman. The Vice
Chairman shall have no duties except as specifically instructed or delegated to
him in writing by the Chairman and shall have no authority, unless so delegated
in writing, to bind or otherwise act for Parent or the Company.
2. Extent of Employment
(a) During the Term of Employment, the Executive shall perform his
obligations hereunder faithfully and to the best of his ability at the location
set forth below in paragraph 2(d), under the direction of the Chairman and
Board of Directors of the Company, and shall abide by the rules, customs and
usages from time to time established by the Company and the Parent."
(b) During the Term of Employment, the Executive shall devote such
amount of his business time, energy and skill as may be reasonably necessary
for the performance of his duties, responsibilities and obligations hereunder
(except for vacation periods and reasonable periods of illness or other
incapacity).
(c) Nothing contained herein shall require Executive to follow any
directive or to perform any act which would violate any of the rules and
regulations as provided by the Burger King Corporation franchise entity form of
ownership guidelines, the Burger King Uniform Franchise Offering Circular, as
amended or updated from time-to-time, and any other franchise and other
regulations and requirements, from time to time in effect (the "Burger King
Regulations") of the Burger King Corporation or any laws, ordinances,
regulations or rules of any governmental, regulatory or administrative body,
agent or authority, any court or judicial authority, or any public, private or
industry regulatory authority. Subject to clause (e) below, Executive shall act
in good faith in accordance with all Burger King Regulations and laws,
ordinances, regulations or rules of any governmental, regulatory or
administrative body, agent or authority, any court or judicial authority, or
any public, private or industry regulatory authority to the extent the
Executive knows or has reasonable notice of such Burger King regulations, laws,
ordinances, regulations or rules.
(d) During the Term of Employment, the Executive shall live in the
Chicago, the Front Range of Colorado or any other area selected by Executive.
The Company will pay the Executive a one-time lump sum of $50,000 plus
documented out-of-pocket expenses to move Executive's personal belongings and
household items, as a transition expense payment, upon the date of this
Agreement to provide suitable and appropriate transition arrangements,
including, should Executive arrange, an executive office, secretarial and
office services for a transition for Executive.
(e) The Company will use reasonable efforts to cause Executive to be
promptly removed and released as an "Owner" or "Managing Owner" under the
Burger King Regulations, although Executive will remain subject to those
classifications and responsibilities at the date hereof, and Executive will
remain, in any event, subject to certain lease and related guarantees in
connection with the Company's prior acquisition of restaurants from Xxxxxxx
Xxxxxxxx.
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3. Term of Employment; Termination
(a) The "Term of Employment" shall commence on the date hereof and
shall continue until September 1, 1999. Should the Executive's employment by
the Company be earlier terminated pursuant to Section 3(b), the Term of
Employment shall end on the date of such earlier termination.
(b) Subject to the payments contemplated by Section 3(e), Term of
Employment may be terminated at any time by the Company:
(i) upon the death of Executive;
(ii) for Cause (as defined in Section 3(c));
Termination shall become effective upon the delivery by the Company to
the Executive of notice specifying such termination and the reasons therefor.
(c) For the purposes of this Section 3, "Cause" shall mean any of the
following:
(i) Executive's conviction of a serious felony or a crime
involving embezzlement, conversion of property or moral turpitude;
(ii) a final, non-appealable finding of Executive's fraud,
embezzlement or conversion of property;
(iii) a final non-appealable finding of Executive's breach of any
of his fiduciary duties to the Company or its stockholders or making
of a willful misrepresentation or omission which breach,
misrepresentation or omission might reasonably be expected to
materially adversely affect the business, properties, assets,
condition (financial or other) or prospects of the Company, provided,
that, the Executive has been given notice and 30 days from such notice
fails to cure the breach, misrepresentation or omission;
(iv) Executive's willful and continual neglect or failure to
discharge his duties, responsibilities or obligations prescribed by
this Agreement or any other agreement between the Executive and the
Company, provided, that, the Executive has been given notice and 30
days from such notice fails to cure the neglect or failure;
(v) Executive's habitual drunkenness or substance abuse, which
materially interferes with Executive's ability to discharge his
duties, responsibilities and obligations prescribed by this Agreement,
provided that Executive has been given notice and 30 days from such
notice fails to cure such drunkenness or abuse;
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(vi) Executive's material and knowing violation of any
obligations imposed upon Executive, personally, as opposed to upon the
Company, whether as a stockholder or otherwise, under this Agreement,
the Purchase and Sale Agreement, dated September 1, 1994, by and among
the Company, the Parent and Burger King Corporation, the Franchise
Agreement, dated September 1, 1994, by and among the Company, Parent
and Burger King Corporation, the Certificate of Incorporation or
By-Laws of the Company, or the Burger King Regulations, each as
amended to date, provided, that the Executive has been given notice
and 90 days from such notice fails to cure the violation;
(vii) Executive's personal (as opposed to the Company's) material
and knowing failure, to observe or comply with Burger King Regulations
whether as an officer, stockholder or otherwise, in any material
respect or in any manner which might reasonably have a material
adverse effect in respect of the Company's ongoing business,
operations, conditions, franchises, other business relationships or
properties; provided, that the Executive has been given notice and 90
days from such notice fails to cure the failure, or
(viii) Executive disparaging or making other public statements
that injure or damage Parent, Company or their respective businesses.
(d) In the event Executive's employment is terminated pursuant to
(i) Section 3(b)(i), the Company will pay to Executive (or his
estate or representative) the full amounts to which he would be
entitled under Section 4(a) for the period from effectiveness of
termination through the first anniversary of such termination;
(ii) Section 3(b)(ii) there will be no amounts owing by the
Company to Executive under this Agreement from and after such
termination, except for accrued, but unused vacation pay and sick pay
which shall be paid to the Executive in accordance with Company
practices; and
Termination of the Term of Employment will not terminate Sections 7, 8, 10
through 21, or any other provisions not associated specifically with the Term
of Employment.
In the event of Termination and the Company is obligated to make payments
pursuant to this Section 3(e), the Company's payment obligations under this
Section 3(e) will be mitigated and reduced to the extent of Executive's
compensation under alternative employment during the period for which payments
are owed by the Company pursuant to this Section 3(e).
4. Compensation. During the Term of Employment, the Company shall pay
compensation to Executive as follows:
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(a) As base compensation for his services hereunder, in bimonthly
installments, a base salary at a rate of $225,000 per annum.
(b) During the Term of Employment the Executive shall receive an
automobile allowance of $800 per month and reimbursements for automobile
insurance, repairs, maintenance and business related fuel not to exceed $6,000
per annum.
(c) During the Term of Employment, the Company will purchase and pay
the premium payments for a life insurance policy in an amount up to $1 million
(such amount to be determined by the Executive) on the life of the Executive
for the benefit of beneficiaries designated by the Executive; provided that the
premium payments on such life insurance policy are less than $10,000 per annum.
5. Reimbursement of Expenses
During the Term of Employment, and in addition to Section 2(d), the
Company shall reimburse Executive for documented travel and other expenses
reasonably incurred by Executive in connection with attending meetings of the
Board of Directors or in connection with activities expressly authorized in
writing by the Chairman, in each case, while serving as Vice Chairman in
accordance with this Agreement, but not any other expenses incurred by
Executive for any other purpose, all in accordance with the rules, customs and
usages promulgated by the Company from time to time in effect.
6. Benefits
During the Term of Employment, the Executive shall be entitled to
perquisites and benefits (including health, short and long term disability,
pension and life insurance benefits consistent with past practice, or as
increased from time to time) referred to herein or expressly approved for
Executive by the Board of Directors.
7. Confidential Information
(a) During and after the Term of Employment, Executive will not,
directly or indirectly in one or a series of transactions, disclose to any
person, or use or otherwise exploit for the Executive's own benefit or for the
benefit of anyone other than the Company, any Confidential Information (as
defined in Section 9), whether prepared by Executive or not; provided, however,
that any Confidential Information may be disclosed to officers,
representatives, employees and agents of the Company who need to know such
Confidential Information in order to perform the services or conduct the
operations required or expected of them in the Business (as defined in Section
9). Executive shall use his best efforts to prevent the removal of any
Confidential Information from the premises of the Company, except as required
in his normal course of employment by the Company. Executive shall use his best
efforts to cause all persons or entities to whom any Confidential Information
shall be
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disclosed by him hereunder to observe the terms and conditions set forth herein
as though each such person or entity was bound hereby. Executive shall have no
obligation hereunder to keep confidential any Confidential Information if and
to the extent disclosure of any thereof is specifically required by law;
provided, however, that in the event disclosure is required by applicable law,
the Executive shall provide the Company with prompt notice of such requirement,
prior to making any disclosure, so that the Company may seek an appropriate
protective order. At the request of the Company, Executive agrees to deliver to
the Company, at any time during the Term of Employment, or thereafter, all
Confidential Information that he may possess or control. Executive agrees that
all Confidential Information of the Company (whether now or hereafter existing)
conceived, discovered or made by him during the Term of Employment exclusively
belongs to the Company (and not to Executive). Executive will promptly disclose
such Confidential Information to the Company and perform all actions reasonably
requested by the Company to establish and confirm such exclusive ownership.
(b) The terms of this Section 7 shall survive the termination of this
Agreement regardless of who terminates this Agreement, or the reasons therefor.
8. Non-Interference
(a) Executive acknowledges that services to be provided give him the
opportunity to have special knowledge of the Company and its Confidential
Information and the capabilities of individuals employed by or affiliated with
the Company and that interference in these relationships would cause
irreparable injury to the Company. In consideration of this Agreement,
Executive covenants and agrees that:
(i) From the date hereof until the later to occur of three years
from the date hereof, or the first anniversary of expiration on
termination of the Term of Employment (the "Restricted Period"),
Executive will not, without the express written approval of the Board
of Directors of the Company, anywhere in the Market, directly or
indirectly, in one or a series of transactions, own, manage, operate,
control, invest or acquire an interest in, or otherwise engage or
participate in, whether as a proprietor, partner, stockholder, lender,
director, officer, employee, joint venturer, investor, lessor,
supplier, agent, representative or other participant, in any business
which competes, directly or indirectly, with the Business in the
Market ("Competitive Business") without regard to (A) whether the
Competitive Business has its office, manufacturing or other business
facilities within or without the Market, (B) whether any of the
activities of the Executive referred to above occur or are performed
within or without the Market or (C) whether the Executive resides, or
reports to an office, within or without the Market; provided, however,
that (x) the Executive may, anywhere in the Market, directly or
indirectly, in one or a series of transactions, own, invest or acquire
an interest in up to five percent (5%) of the capital stock of a
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corporation whose capital stock is traded publicly, or that (y)
Executive may accept employment with a successor company to the
Company.
(ii) During the Restricted Period (which shall not include any
period of violation of this Agreement by Executive or period which is
required for litigation to enforce the rights hereunder), Executive
will not without the express prior written approval of the Board of
Directors of the Company (A) directly or indirectly, in one or a
series of transactions, recruit, solicit or otherwise induce or
influence any proprietor, partner, stockholder, lender, director,
officer, employee, sales agent, joint venturer, investor, lessor,
supplier, customer, agent, representative or any other person which
has a business relationship with the Company or had a business
relationship with the Company within the twenty-four (24) month period
preceding the date of the incident in question, to discontinue, reduce
or modify such employment, agency or business relationship with the
Company, or (B) employ or seek to employ or cause any Competitive
Business to employ or seek to employ any person or agent who is then
(or was at any time within six (6) months prior to the date the
Executive or the Competitive Business employs or seeks to employ such
person) employed or retained by the Company. Notwithstanding the
foregoing, nothing herein shall prevent the Executive from providing a
letter of recommendation to an employee with respect to a future
employment opportunity.
(iii) During the Restricted Period, Executive will not publicly
disparage the Parent or the Company or its affiliates or their
respective businesses.
(iv) The scope and term of this Section 8 would not preclude him
from earning a living with an entity that is not a Competitive
Business.
(b) Upon a final, non-appealable finding that the Executive has
breached his obligations in any material respect under this Section 8, the
Company, in addition to pursuing all available remedies under this Agreement,
at law or otherwise, and without limiting its right to pursue the same shall
cease all payments to the Executive under this Agreement or any other
agreement.
9. Definitions
"Burger King Regulations" is defined in Section 1.
"Business" means (a) the construction, development, operations,
ownership and promotion of restaurants in which the Burger King Corporation is
either (i) the exclusive franchisor or (ii) co-franchisor in a dual-use
restaurant involving or relating principally to hamburgers as a major menu
item, or (b) any similar or incidental business involving or relating
principally to hamburgers as a major menu item conducted, or engaged in, by the
Company prior to the date hereof or at any time during the Term of Employment.
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"Cause" is defined in Section 3(d).
"Companies" means Parent and its successors or any of its direct or
indirect subsidiaries (including the Company), now or hereafter existing.
"Company" is defined in the introduction.
"Competitive Business" is defined in Section 8(a)(i).
"Confidential Information" means any confidential information
including, without limitation, any study, data, calculations, software storage
media or other compilation of information, patent, patent application,
copyright, trademark, trade name, service xxxx, service name, "know-how", trade
secrets, customer lists, details of client or consultant contracts, pricing
policies, operational methods, marketing plans or strategies, product
development techniques or plans, business acquisition plans or any portion or
phase of any scientific or technical information, ideas, discoveries, designs,
computer programs (including source of object codes), processes, procedures,
formulae, improvements or other proprietary or intellectual property of the
Company, whether or not in written or tangible form, and whether or not
registered, and including all files, records, manuals, books, catalogues,
memoranda, notes, summaries, plans, reports, records, documents and other
evidence thereof. The term "Confidential Information" does not include, and
there shall be no obligation hereunder with respect to, information that
becomes generally available to the public other than as a result of a
disclosure by the Executive not permissible hereunder.
"Executive" means Xxxxxxx Xxxxxx or his estate, if deceased.
"Market" means any county in the United States of America and each
similar jurisdiction in any other country in which the Business was conducted
by or engaged in by the Company prior to the date hereof or is conducted or
engaged in, or for which a restaurant site is in development, by the Company at
any time during the Term of Employment.
"Restricted Period" is defined in Section 8(a)(i).
"Term of Employment" is defined in Section 3(a).
10. Notice
Any notice, request, demand or other communication required or
permitted to be given under this Agreement shall be given in writing and if
delivered personally, or sent by
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certified or registered mail, return receipt requested, as follows (or to such
other addressee or address as shall be set forth in a notice given in the same
manner):
If to Executive: Xxxxxxx Xxxxxx
------------
------------
with a copy to:
Xxxxxxxx & Xxxxxx
000 Xxxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxxxxx, Xxxxxxxx 00000
Attention: Xxxxxx X. Xxxxxxx, Esq.
If to Company: AmeriKing
0000 Xxxxxxxxxx Xxxxx
Xxxxx 0000
Xxxxxxxxxxx, XX 00000
Attention: Chairman
with a copy to:
Xxxxx, Xxxxx & Xxxxx
0000 Xxxxxxxx
Xxxxx 0000
Xxx Xxxx, Xxx Xxxx 00000
Attention: Xxxxx X. Xxxxxxx, Esq.
Any such notices shall be deemed to be given on the date personally delivered
or such return receipt is issued.
11. Executive's Representation
Executive hereby warrants and represents to the Company that: (i)
Executive has carefully reviewed this Agreement and the Prior Employment
Agreement and has consulted with such advisors as Executive considers
appropriate in connection with this Agreement and the Prior Employment
Agreement, (ii) Executive is not subject to any covenants, agreements or
restrictions, including without limitation any covenants, agreements or
restrictions arising out of Executive's prior employment or the Burger King
Regulations which would be
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breached or violated by Executive's execution of this Agreement or by
Executive's performance of his duties hereunder and (iii) Executive will not
knowingly breach or violate any provision of the Burger King Regulations in any
material respect or in any manner which might reasonably have a material
adverse effect in respect of the Company's ongoing business, operations,
conditions, franchises, or other business relationships or properties.
12. Other Matters
(a) Executive agrees and acknowledges that the obligations owed to
Executive under this Agreement are solely the obligations of the Company, and
that none of the Company's stockholders, directors, officers or lenders will
have any obligations or liabilities in respect of this Agreement and the
subject matter hereof.
(b) Executive and the Company hereby agree and acknowledge that this
Agreement replaces and supersedes the Prior Employment Agreement, and upon the
execution of this Agreement, the Prior Employment Agreement shall automatically
be terminated and rendered without force and effect and that the Executive
shall release and discharge the Company and Parent, and their respective
directors, stockholders, officers and lenders from any further obligations or
liabilities thereunder, including any compensation, bonus or severance
thereunder.
13. Validity
If, for any reason, any provision hereof shall be determined to be
invalid or unenforceable, the validity and effect of the other provisions
hereof shall not be affected thereby.
14. Severability
Whenever possible, each provision of this Agreement will be
interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement is held to be invalid, illegal or
unenforceable in any respect under any applicable law or rule in any
jurisdiction, such invalidity, illegality or unenforceability will not affect
any other provision or any other jurisdiction, but this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision had never been contained herein. If any
court determines that any provision of Section 8 or any other provision hereof
is unenforceable because of the power to reduce the scope or duration of such
provision, as the case may be and, in its reduced form, such provision shall
then be enforceable.
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15. Waiver of Breach; Specific Performance
The waiver by the Company or Executive of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any other breach of such other party. Each of the parties (and third party
beneficiaries) to this Agreement will be entitled to enforce its rights under
this breach of any provision of this Agreement and to exercise all other rights
existing in its favor. The parties hereto agree and acknowledge that money
damages may not be an adequate remedy for any breach of the provisions of
Sections 7 and 8 of this Agreement and that any party (and third party
beneficiaries) may in its sole discretion apply to any court of law or equity
of competent jurisdiction for specific performance and/or injunctive relief,
including temporary restraining orders, preliminary injunctions and permanent
injunctions in order to enforce or prevent any violations of the provisions of
this Agreement. In the event either party takes legal action to enforce any of
the terms or provisions of this Agreement, the nonprevailing party shall pay
the successful party's costs and expenses, including but not limited to,
reasonable attorneys' fees, incurred in such action.
16. Assignment; Third Parties
Neither the Executive nor the Company may assign, transfer, pledge,
hypothecate, encumber or otherwise dispose of this Agreement or any of his or
its respective rights or obligations hereunder, without the prior written
consent of the other. The parties agree and acknowledge that each of the
Companies and the stockholders and investors therein are intended to be third
party beneficiaries of, and have rights and interests in respect of,
Executive's agreements set forth in Sections 7 and 8.
17. Amendment; Entire Agreement
This Agreement may not be changed orally but only by an agreement in
writing agreed to by the party against whom enforcement of any waiver, change,
modification, extension or discharge is sought. This Agreement embodies the
entire agreement and understanding of the parties hereto in respect of the
subject matter of this Agreement, and supersedes and replaces all prior
agreements, understandings and commitments with respect to such subject matter,
including the Prior Employment Agreement.
18. Litigation
THIS AGREEMENT SHALL BE GOVERNED BY, CONSTRUED, APPLIED AND ENFORCED
IN ACCORDANCE WITH THE LAWS OF THE STATE OF ILLINOIS. EACH OF THE PARTIES
HERETO ACKNOWLEDGES AND AGREES THAT IN THE EVENT OF ANY BREACH OF THIS
AGREEMENT, THE NON-BREACHING PARTY WOULD BE IRREPARABLY HARMED AND COULD NOT BE
MADE WHOLE BY MONETARY DAMAGES, AND THAT, IN ADDITION TO ANY OTHER REMEDY TO
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WHICH THEY MAY BE ENTITLED AT LAW OR IN EQUITY, THE PARTIES SHALL BE ENTITLED
TO SUCH EQUITABLE OR INJUNCTIVE RELIEF AS MAY BE APPROPRIATE. EACH PARTY AGREES
THAT JURISDICTION AND VENUE WILL BE PROPER IN CHICAGO, ILLINOIS AND WAIVES ANY
OBJECTIONS BASED UPON FORUM NON CONVENIENS. EACH PARTY WAIVES PERSONAL SERVICE
OF PROCESS AND AGREES THAT A SUMMONS AND COMPLAINT COMMENCING AN ACTION OR
PROCEEDING SHALL BE PROPERLY SERVED AND SHALL CONFER PERSONAL JURISDICTION IF
SERVED BY REGISTERED OR CERTIFIED MAIL TO THE PARTY AT THE ADDRESS SET FORTH IN
THIS AGREEMENT, OR AS OTHERWISE PROVIDED BY THE LAWS OF THE STATE OF ILLINOIS
OR THE UNITED STATES. THE CHOICE OF FORUM SET FORTH IN THIS SECTION 11(G) SHALL
NOT BE DEEMED TO PRECLUDE THE ENFORCEMENT OF ANY JUDGMENT OBTAINED IN ANY OTHER
FORUM OR THE TAKING OF ANY ACTION UNDER THIS AGREEMENT TO ENFORCE SAME IN ANY
OTHER APPROPRIATE JURISDICTION.
19. Arbitration
ANY DISPUTE BETWEEN OR AMONG THE PARTIES TO THIS AGREEMENT RELATING TO
OR IN RESPECT OF THIS AGREEMENT, ITS NEGOTIATION, EXECUTION, PERFORMANCE,
SUBJECT MATTER, OR ANY COURSE OF CONDUCT OR DEALING OR ACTIONS UNDER OR IN
RESPECT OF THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION ANY CLAIM UNDER THE
SECURITIES ACT, THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, ANY OTHER
STATE OR FEDERAL LAW RELATING TO SECURITIES OR FRAUD OR BOTH, THE RACKETEER
INFLUENCED AND CORRUPT ORGANIZATIONS ACT, AS AMENDED, OR FEDERAL OR STATE
COMMON LAW, SHALL BE SUBMITTED TO, AND RESOLVED EXCLUSIVELY PURSUANT TO,
ARBITRATION IN ACCORDANCE WITH THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN
ARBITRATION ASSOCIATION. SUCH ARBITRATION SHALL TAKE PLACE IN CHICAGO,
ILLINOIS, AND SHALL BE SUBJECT TO THE SUBSTANTIVE LAW OF THE STATE OF ILLINOIS.
DECISIONS AS TO FINDINGS OF FACT AND CONCLUSIONS OF LAW PURSUANT TO SUCH
ARBITRATION SHALL BE FINAL, CONCLUSIVE AND BINDING ON THE PARTIES, SUBJECT TO
CONFIRMATION, MODIFICATION OR CHALLENGE PURSUANT TO 9 U.S.C. xx.xx. 1 ET SEQ.
ANY FINAL AWARD SHALL BE ENFORCEABLE AS A JUDGMENT OF A COURT OF RECORD.
20. Further Action
Executive and the Company agree to perform any further acts and to
execute and deliver any documents which may be reasonable to carry out the
provisions hereof.
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21. Counterparts
This Agreement may be executed in counterparts, each of which shall be
deemed an original, but all of which together shall constitute one and the same
instrument.
IN WITNESS WHEREOF, the parties hereto have set their hands as of the
day and year first written above.
EXECUTIVE:
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Name: Xxxxxxx Xxxxxx
NATIONAL RESTAURANT ENTERPRISES, INC.
By
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Name: A. Xxxxxxx Xxxxxx, Xx.
Title: Vice President
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