NONQUALIFIED DEFERRED COMPENSATION PLAN ADOPTION AGREEMENT

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(a) Nonqualified Deferred Compensation Plan . An unfunded nonqualified deferred compensation plan which is ( choose only one of (i), (ii), (iii) or (iv) ):

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(i) Excess benefit plan. An “excess benefit plan” under ERISA§3(36) and exempt from Title I of ERISA.

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(ii) Top-hat plan. A “SERP” or other plan primarily for a “select group of management or highly compensated employees” under ERISA and partially exempt from Title I of ERISA.

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(iii) Contractors only. A plan benefiting only Contractors (non-Employees) and exempt from Title I of ERISA.

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(iv) Church plan . A church plan as described in Code §414(e) and ERISA §3(33) and maintained by a church or church controlled organization under Code §3121(w)(3).

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(b) Ineligible 457 Plan . An ineligible 457 Plan subject to Code §457(f). The Employer is ( choose only one of (i), (ii) or (iii) ):

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(i) Governmental Plan. A State.

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(ii) Tax-Exempt Plan. A Tax-Exempt Organization. The Plan is intended to be a “top-hat” plan or an excess benefit plan as described in (a)(ii) and (a)(ii) above or the Plan benefits only Contractors.

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(iii) Church plan . A church plan as described in Code §414(e) and ERISA §3(33) but which is not maintained by a church or church controlled organization under Code §3121(w)(3).

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(a)  Account Balance Plan. As the following type(s) of Account Balance Plan(s) under Section 1.02 ( choose one of (i), (ii) or (iii) ):

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(i)  Elective Deferral Account Balance Plan . See Section 2.02.

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(ii)  Employer Contribution Account Balance Plan . See Sections 2.03 and 2.04.

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(iii) Both. Both an Elective Deferral Account Balance Plan and an Employer Contribution Account Balance Plan.

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(a)  Do not apply. All Adoption Agreement elections and Plan provisions apply to all Participants.

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(b)  Apply . See Exhibit A to the Adoption Agreement.

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(a) Not applicable. Change in Control does not apply for purposes of this Plan.

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(b) All events. Change in Control means all events under Section 1.11.

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(c)  Limited events. Change in Control means only the following events under Section 1.11 ( choose one or two of (i), (ii) and (iii) ):

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(i) Change in ownership of the Employer.

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(ii) Change in the effective control of the Employer.

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(iii) Change in the ownership of a substantial portion of the Employer’s assets.

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(d) (Specify):                                                                                                                                                                     .

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(a) No modifications .

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(b) Net Compensation. Exclude all elective deferrals to other plans of the Employer described in Section 1.15.

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(c) Base Salary only. Exclude all Compensation other than Base Salary.

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(d) Bonus only. Exclude all Compensation other than Bonus.

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(e)( Specify ): Exclude moving expenses, severance pay and any stock-related compensation                                              .

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(a) New Plan. This Plan is a new Plan and is effective                                                                                  .

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(b) Restated Plan. This Plan is a restated Plan and is restated effective as of July 1, 2009. The Plan was previously restated to comply with Code §409A. The Plan was originally effective November 15, 1993.

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(a) Not applicable. Retirement Age does not apply for purposes of this Plan.

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(b) Age. The Participant’s attainment of age:             .

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(c) Age and service. The Participant’s attainment of age              with              Years of Service (defined under 1.57) with the Employer.

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(d)( Specify ):                                                              .

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(a)  Determination of “Employer.” In determining the “Employer” under Section 1.40(E) and Code §§414(b) and (c), apply the following percentage: 80%.

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(a) Not applicable. Unforeseeable Emergency does not apply for purposes of this Plan.

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(b) All events. All events constituting Unforeseeable Emergency.

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(c) Limited. Only the following events constituting Unforeseeable Emergency:                                                              .

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(a) Permits. Permits Participants who participate in a 401(k) plan of the Employer to make Wraparound Elections.

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(b) Not permitted. Does not permit Wraparound Elections (or the Employer does not maintain a 401(k) plan covering any Participants).

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(a) Not applicable. Year of Service does not apply for purposes of this Plan.

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(b) Year of continuous service. To receive credit for one Year of Service, the Participant must remain in continuous employment with the Employer (or render contract service to the Employer) for the Participant’s entire Taxable Year.

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(c) Service on any day. To receive credit for one Year of Service, the Participant only need be employed by the Employer (or render contract service to the Employer) on any day of the Participant’s Taxable Year.

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(d) Pre-Plan service. The Employer will treat service before the Plan’s Effective Date for determining Years of Service as follows (choose one of (i) or (ii)) :

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(i) Include.

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(ii) Disregard.

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(e) (Specify) :                                                                                                                                                                    .

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(a) All top-hat Employees. All Employees whom the Employer from time to time designates in writing as part of a select group of management or highly compensated employees.

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(b) All Employees with maximum qualified plan additions or benefits. All Employees who have reached or will reach their limit under Code §§415(b) or (c) in the Employer’s qualified plan for the Taxable Year or for the 415 limitation year ending in the Taxable Year.

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(c) Specified Employees/Contractors by name, job title or classification:                     .

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(a) Permitted. Participants may make Elective Deferrals.

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(b) Not permitted. Participants may not make Elective Deferrals.

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(c) Frozen Elective Deferrals. The Plan does not permit Elective Deferrals as of:                                                              .

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(a) No limitation.

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(b) Maximum Elective Deferral amount: 25% of Compensation                     .

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(c) Minimum Elective Deferral amount:                                         .

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(d) (Specify) :                                                              .

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(a) By the deadline. No later than the applicable election deadline under Section 2.02(B).

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(b) Specified date. No later than              days before the applicable election deadline under Section 2.02(B).

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(a) Current Year. As Compensation for the current Taxable Year in which the payroll period commenced.

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(b) Subsequent Year. As Compensation for the subsequent Taxable Year in which the Employer pays the Compensation.

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(a) May change. May change the election until the applicable election deadline.

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(b) May not change. May not change the election as to the first Taxable Year to which the election applies.

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(a) Taxable Year only. Applies only to the Participant’s Compensation for the Taxable Year for which the Participant makes the election.

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(b) Continuing. Applies to the Participant’s Compensation for all Taxable Years, commencing with the Taxable Year for which the Participant makes the election, unless the Participant makes a new election or revokes or modifies an existing election.

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(a) None. The Employer will not make Nonelective Contributions to the Plan.

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(b) Fixed percentage.             % of the Participant’s Compensation.

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(c) Fixed dollar amount. $             per Participant.

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(d) Discretionary. Such Nonelective Contributions (or additional Nonelective Contributions) as the Employer may elect, including zero.

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(e) (Specify) :                                                                                                                           .

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(f) Frozen Nonelective Contributions. The Employer will not make any Nonelective Contributions as of:                                                              .

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(a) None. The Employer will not make Matching Contributions to the Plan.

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(b) Fixed match-flat. An amount equal to 10 % of each Participant’s Elective Deferrals into non-Company Stock investments and 15% for Elective Deferrals invested in Company Stock for each Taxable Year for (1) Employees designated as Participants prior to July 1, 2009 and (2) for Employees not becoming Participants until after July 1, 2009 but eligible for the Frisch’s Restaurants Pension Plan for Managers, Office and Commissary Employees.

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(c) Fixed match-tiered. An amount equal to the following percentages for each specified level of a Participant’s Elective Deferrals for each Taxable Year for all Employees hired on or after July 1, 2009 and for Employees hired prior to July 1, 2009 but not eligible to become Participants until after July 1, 2009 and not eligible for the Frisch’s Restaurants Pension Plan for Managers, Office and Commissary Employees

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(d) No other caps. The Employer in applying the Matching Contribution formula under 2.04(b) or (c) above will not limit the Participant’s Elective Deferrals taken into account (except as indicated above) and otherwise will not limit the amount of the match.

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(e) Limit on Elective Deferrals matched. The Employer in making Matching Contributions in (b) above will disregard a Participant’s Elective Deferrals exceeding 10% of a Participant’s Compensation for the Taxable Year.