Exhibit 10.1
EMPLOYMENT AGREEMENT
This
agreement is between Champps Entertainment, Inc., (the
“Company”) and Richard Scanlan
(“Employee”), and shall be effective as of August 17,
2005 (the “Effective Date”).
1. Appointment . Employee shall serve as
Company’s Chief Operating Officer or in such position(s) as
Company’s President or Board of Directors (“the
Board”) shall in their sole discretion designate from time to
time. Employee agrees to be a loyal employee of the Company, and
shall at all times faithfully and to the best of Employee’s
abilities and experience, and in accordance with the standards and
ethics of the business in which Company is engaged, perform all
duties that may be required of Employee by this agreement,
Company’s policies and procedures, and the directives of
Company’s Board and President.
2. Compensation .
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a. Salary and Salary
Review. Employee’s starting base salary shall be
$200,000.00 per year, payable in equal installments in accordance
with Company’s standard payroll practice. Company may, in its
sole discretion, adjust Employee ’ s base salary, as
and when Company deems appropriate.
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b. Annual Target
Bonus. Employee may be eligible for a potential bonus of up to
40% of Employee’s annual base salary pursuant to criteria
contained in the Company’s Corporate Bonus Plan.
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c. . Restricted
Stock. The Company shall grant Employee restricted stock as
follows:
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(i)
32,000 shares of
restricted stock to vest ratably over 3 years; except that any
remaining unvested restricted stock shall vest following a Change
of Control, as defined below, in the event that the
Employee’s employment is terminated within six months
following a Change of Control, as hereinafter defined;
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(ii)
35,000 shares of restricted stock to vest after the 7 th
year of employment or sooner if the average market price of the
stock for the trading days occurring during any 60 day period
ending on or before the second anniversary of Employee’s hire
date is $17.32 or higher, in which case 4,375 shares vest and are
no longer subject to restriction at the end of each of the first
seven quarters ending after such 60 day period, and 4,375 shares
vest and are no longer subject to restriction at the end of the
eight calendar quarter ending after such 60 day period ;
and
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(iii)
35,000 shares of restricted stock to vest after the 7 th
year of employment or sooner if the average market price of the
stock for the trading days occurring during any 60 day period
ending on or before the third anniversary of Employee’s hire
date is $25.98 or higher, in which case 4,375 shares vest and are
no longer subject to restriction at the end of each of the first
seven quarters ending after such 60 day period, and 4,375 shares
vest and are no longer subject to restriction at the end of the
eight calendar quarter ending after such 60 day period.
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The
above grants are contingent on the approval of the Company’s
2005 Stock Incentive Plan by the Board of Directors and
Shareholders. The grants shall be reflected in a separate
restricted stock agreement or certificate and shall be subject to
the terms of that agreement or certificate and the Company’s
2005 Stock Incentive Plan following approval by the Company’s
shareholders (the “Plan”).
3. Fringe benefits
.
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a. Insurance. Employee and
Employee’s dependents shall be eligible for coverage under
the group insurance plans made available from time to time to
Company’s employees, beginning on the first day of the month
following the Employee’s start date. The premiums for the
coverage of Employee and Employee’s dependents under that
plan shall be paid on a shared basis by the Employee and the
Company pursuant to the formula in place for other employees
covered by Company’s group insurance plans, as may be amended
from time to time. The medical and vision exam and materials
allowance benefits are currently offered through Great-West
Healthcare a national preferred provider plan. The Dental benefit
currently offered through Aetna as well as a Vision One discount.
The Company also currently provides, at no cost to Employee, life
insurance, accidental death and dismemberment (AD&D), short
term and long-term disability through The Prudential Insurance
Company of America. Life insurance & AD&D will be valued at
two times Employee’s annual base salary. Employee must enroll
within 31 days of employment to receive coverage. Upon enrollment,
coverage will be effective the first day of the month following
Employee’s start date.
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b. Vehicle Allowance and Travel
Reimbursements. Company shall provide Employee with a vehicle
allowance of $800.00 per month, payable in equal installments at
the same time Employee’s salary installments are
paid.
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c. Miscellaneous benefits.
Employee shall receive all fringe benefits and paid leave that the
Company may from time to time make available generally to its
employees.
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The
policies and benefits that are summarized here have been
voluntarily adopted by the Company, and may be changed from time to
time, with or without notice, and do not create any contractual
rights or obligations, nor do they create a contract of employment
for any specific term. The actual provisions of each benefit plan
or insurance policy will govern if there is any discrepancy. If
anything here is inconsistent with any federal, state, or local
laws, the Company will comply with its obligations under such
laws.
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4. Conflicting Activities
. During the term of this agreement, Employee shall not engage
in any activity that conflicts with, appears to conflict with, or
is detrimental or appears to be detrimental to Company’s best
interests, as determined by Company in its sole
discretion.
5. Confidentiality .
During and after the term of this agreement, Employee shall not
disclose any term of this agreement to any person or entity, except
that Employee may disclose any such information as required by
subpoena or court order, or to an attorney or tax or financial
adviser to the extent necessary to obtain professional advice. In
addition, Employee may disclose such information to members of
Employee’s immediate family.
6. Source of Payments
. All payments to be made to Employee under this agreement
shall be paid from Company’s general funds. No special or
separate fund shall be established and no other segregation of
assets shall be made to assure payment. Neither this agreement nor
any action taken hereunder shall be construed to create a trust of
any kind. To the extent that any person has any right to receive
payments from Company under this agreement, that right shall be no
greater that the right of any unsecured
