Exhibit 10.25
T HE C ALIFORNIA P IZZA K ITCHEN
E XECUTIVE B ONUS P LAN
SECTION 1. PURPOSE OF THE
PLAN
The California Pizza Kitchen
Executive Bonus Plan (the “Plan”) is established to
promote the interests of California Pizza Kitchen and its
Subsidiaries (collectively the “Company”), by creating
an incentive program to (a) attract and retain employees with
outstanding competencies who will strive for excellence (b)
motivate those individuals to exert their best efforts on behalf of
the Company by providing them with compensation in addition to
their base salaries; and (c) further the identity of interests of
such employees with those of the Company’s stockholders
through a strong performance-based reward system.
SECTION 2. ADMINISTRATION
OF THE PLAN
The Compensation Committee of the
Board of Directors of the Company (the “Committee”)
shall administer the Plan. The Committee shall be composed solely
of two or more “outside directors” within the meaning
of Treasury Regulations § 1.162-27 (or any successor
regulation) and shall be appointed pursuant to the Bylaws of the
Company. The Committee shall have discretionary authority to
interpret the Plan, establish rules and regulations to implement
the Plan, and make all determinations deemed necessary or advisable
for the administration of the Plan, in its sole discretion.
Decisions of the Committee shall be final and binding on all
parties who have an interest in the Plan.
SECTION 3. ELIGIBILITY
FOR AWARDS
(a) Eligibility
Requirements. Awards under the Plan
may be granted by the Committee to those Employees holding Vice
President or more senior executive-level positions with the
Company.
(b) Definition of
Employee. For purposes of the
Plan, an individual shall be considered an “Employee”
if he or she is employed by the Company or other business entity in
which the Company shall directly or indirectly own, at the time of
determination, stock possessing 50% or more of the total combined
voting power of all classes of stock or other ownership interest
(each a “Subsidiary”). No award may be granted to a
member of the Company’s Board of Directors except for
services performed as an employee of the Company.
SECTION 4. BONUS
AWARDS
(a) Form of Awards.
Bonus
awards under this Plan shall be paid in cash, less applicable
withholdings and deductions.
(b) Target Award
Amounts. Target award amounts
shall be based on a percentage of each eligible Employee’s
annual base salary for each performance period as determined by the
Committee in its sole discretion within 90 days after the
commencement of such performance period but in no event after 25%
of the performance period has elapsed.
(c) Bonus Formula.
The formula
used to determine bonus awards for each eligible Employee shall be
determined according to a matrix or matrices that shall be adopted
by the Committee within 90 days of the commencement of each
performance period but in no event after 25% of the performance
period has elapsed. The matrix or matrices may be different for
each eligible Employee and shall be based on one or more objective
performance criteria to be selected by the Committee from among the
following, either individually, alternatively or in any
combination, applied to either the Company as a whole or to a
business unit or Subsidiary, either individually, alternatively or
in any combination, and measured either annually or cumulatively
over a period of years, on an absolute basis or relative
t
