Exhibit 10.3
AMENDMENT NO. 1 TO
STEIN EMPLOYMENT
AGREEMENT
AMENDMENT (this
“Amendment”) made as of October 10, 2005 is by and
between El Polio Loco, Inc. (the “Company”) and Joseph
N. Stein (the “Executive”). This Amendment amends,
effective as of the date hereof, the Employment Agreement (the
“Employment Agreement”) made as of September 27,
2005 between the Company and Executive.
1. The Employment Agreement is
hereby amended by restating Section 1 (a) in its entirety
to read as follows:
“a. Employment Term .
Subject to the provisions of Section 8 of this Agreement,
Executive shall be employed by the Company for a period commencing
on the consummation of the transaction contemplated by the Purchase
Agreement (the “Effective Date”) and ending on the
third anniversary of the Effective Date (the “Employment
Term”) on the terms and subject to the conditions set forth
in the Agreement. Notwithstanding the preceding sentence,
commencing with January 1, 2009 and on each January 1
thereafter (each an “Extension Date”), the Employment
Term shall be automatically extended for an additional one-year
period, unless the Company or Executive provides the other party
hereto 60 days’ prior written notice before the next
Extension Date that the Employment Term shall not be so extended.
For the avoidance of doubt, the term “Employment Term”
shall include any extension that becomes applicable pursuant to the
preceding sentence. If the Purchase Agreement is terminated for any
reason or if the transaction contemplated by the Purchase Agreement
is not otherwise consummated, this Agreement shall be void in its
entirety and each be of no force and effect.”
2. The Employment Agreement is
hereby amended by restating Section 5 in its entirety to read
as follows:
“5. Employee Benefits .
During the Employment Term, Executive shall be provided, in
accordance with the terms of the Company’s employee benefit
plans as in effect from time to time, health insurance, retirement
benefits and fringe benefits (collectively “Employee
Benefits”) on the same basis as those benefits are generally
made available to other senior executives of the Company. Executive
shall be provided with annual vacation of three (3) weeks per
each 12-month period or additional weeks on a basis consistent with
Company policy.”
3. The Employment Agreement is
hereby amended by restating Section 7(c)(ii) in its entirety
to read as follows:
“(ii) For purposes of this
Agreement, “Good Reason” shall mean:
(A) Executive’s relocation by
the Company outside Orange County, California; or
(B) a reduction of Executive’s
title as set forth in Section 2(a) hereof; or
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(C) a reduction of Executive’s
Base Salary (as increased from time to time) as set forth in
Section 3(a) hereof; or
(D) the failure of the Company to
provide or cause to be provided to Executive any of the employee
benefits described in Section 5 hereof; or
(E) a change in Executive’s
reporting relationship; or
(F) resignation after Executive
reaches the age of 60; provided that none of the events
described in clauses (A) through (E) of this
Section 7(c)(ii) shall constitute Good Reason unless Executive
shall have notified the Company in writing describing the events
which constitute Good Reason and then only if the Company shall
have failed to cure such event within thirty days after the
Company’s receipt of such written notice.”
4. The Employment Agreement is
hereby amended by restating Section 7(c)(iii) in its entirety
to read as follows:
“(iii) If Executive’s
employment is terminated by the Company without Cause (other than
by reason of death or Disability), or by Executive with Good
Reason, Executive shall be entitled to receive:
(A) the Accrued Rights;
(B) a pro rata portion of any Annual
Bonus that the Executive would have been entitled to receive
pursuant to Section 4 hereof in such year based upon the
percentage of the calendar year that shall have elapsed through the
date of Executive’s termination of employment, payable when
such Annual Bonus w
