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[NAMED
EXECUTIVE]
AMENDED AND
RESTATED
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TERMS OF
EMPLOYMENT/
LETTER OF
UNDERSTANDING AND SALARY CONTINUATION AGREEMENT
Ruth’s Chris Steak House, Inc. (hereafter referred to
as “Employer”) and
__________________
, (hereinafter referred to as “Employee”) agree upon
the following terms of employment of Employee by
Employer.
1. Duties
. Employee shall be employed during the term of
this Agreement as set forth in Section 3 in the position of
____________________________
. Employee will advance the best interests of Employer at all times
during his employment and shall at all such times faithfully,
industriously and to the best of his ability, perform all duties as
may be required of him by virtue of his title and position and in
accordance with the job description for his title and position as
established by the Employer’s Board of Directors and/or its
Designee from time to time. Employee shall comply with any and all
written personnel policies and employment manuals of Employer in
the conduct of his duties.
2. Extent of
Service . Employee shall devote
his full time and best efforts to the performance of his duties.
Employee shall not engage in any business or perform any services
in any capacity that would, in the reasonable judgment of Employer,
interfere with the full and proper performance by Employee of his
duties.
3. Term / Annual
Renewals . This Agreement shall
expire and terminate and be of no further effect (with the
exception of terms herein which by their terms survive the
termination of this Agreement) on the close of business of the
third anniversary of the date this Agreement was first executed
(the “Termination Date”), provided; however, that this
Agreement shall automatically renew and extend for additional, one
(1) year terms if Employee is not otherwise in default, and remains
in the employ of the Employer.
a. Salary
For all duties to be performed by Employee in
the capacity reference hereunder, Employee shall receive an annual
base salary of [$____], effective January 1, 20__, subject to
annual review by the Compensation Committee and Board of
Directors.
b. Bonus
Employee will be entitled to a discretionary
bonus targeted at ____ percent (__%) of his base salary, subject to
the budgetary and performance targets as defined by the Board of
Directors on an annual basis, pursuant to the Company’s
Executive Bonus Plan (“Plan”) and which may be
increased or decreased according to the Plan.
c. Automobile
Allowance Employee shall also receive
a month automobile allowance of at least [$___] per month during
the term of this Agreement.
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a. Vacation/Leave
- Employee shall be entitled to three (3) weeks
of paid vacation per calendar year (four (4) weeks after 10 years
of service), with normal sick and holiday leave as defined by
Employer’s policies.
b. Benefit Plan
- Employee shall be eligible to participate in
the health and welfare plans provided by Employer.
c. Retirement
Benefits - Employee will be eligible
for all applicable retirement benefits offered by Employer, if
any.
d. Reimbursement of
Expenses - Employer agrees to
reimburse Employee for reasonable and appropriate Employer-related
expenses (as determined by Employer) paid by Employee in
furtherance of his duties, including, but not limited to, travel
expenses, entertainment expenses and automobile expenses, upon
submission of proper accounting records for such expenses. Employer
agrees to reimburse Employee for in-transition living expenses and
moving expenses pursuant to its written relocation
policy.
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6. Disability of Incapacity of Employee
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If, for a period of ninety (90) consecutive days during the
terms of this Employment Agreement, Employee is disabled or
incapacitated for mental, physical or other cause to the extent
that he is unable to perform his duties as herein contemplated
during said ninety (90) consecutive days, Employer shall
immediately thereafter have the right to terminate this Employment
Agreement upon providing ten (10) days written notice to Employee
and shall be obligated to pay Employee compensation up to the
effective date of said termination. The right of termination in
this section in no way affects or diminishes other rights of
termination as stated in this Employment Agreement.
a. Notwithstanding any other provision hereof,
Employee’s employment shall be terminated immediately upon:
1) his death; 2) notice after disability as defined in Section 6;
or
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Employee’s discharge for
Cause. b. For purposes of this Agreement, “Cause” shall
mean (i) Employee’s theft or |
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embezzlement, or attempted theft
or embezzlement, of money or property of Employer, his perpetuation
or attempted perpetuation of fraud, or his participation in a fraud
or attempted fraud, on Employer or his unauthorized appropriation
of, or his attempt to misappropriate, any tangible or intangible
assets or property of Employer, (ii) any act or acts of disloyalty,
misconduct or moral turpitude by Employee injurious to the
interest, property, operations, business or reputation of Employer
or his commission of a crime which results in injury to Employer or
(iii) his willful disregard of lawful directive given by a superior
or the Board or a violation of an Employer employment
policy.
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c. Should Employee terminate Employee’s employment
for cause, as defined in Section 7.b, then Employee is entitled to
no more than his salary through the date of termination and any
unused vacation days.
d. Employer reserves the right to terminate
Employee’s employment without cause, as defined in Section
7.b. However, in the event that occurs, then: 1) Employee shall
receive 12 monthly payments in the aggregate equal to
Employee’s prior 12 months base salary compensation; 2)
E
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