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EXHIBIT 10.1(a)
KONA GRILL LETTERHEAD
Donald Dempsey
13785 Wood Lane
Minnetonka, Minnesota 55305
RE: EMPLOYMENT
TERMS
Dear Don:
The purpose of this letter is to
set forth the Employment Terms regarding
your employment by Kona Grill, Inc., a
Delaware corporation (the "Company") and
you as the ("Executive").
1.
Duties.
Effective May 1, 2004, Executive shall be appointed by the
Board as the President and Chief Executive Officer of the
Company.
2.
Term.
Executive shall be employed subject to the election of both
parties.
3.
Compensation. Executive's base salary shall be $250,000 per
annum.
The Board shall increase Executive's base salary by 20% per
year
during the second and third year of employment.
4.
Stock
Options. The Company will grant Executive stock options to
purchase 676,408 shares in the common stock at the appraised
fair
market value as of May 1, 2004. This number of shares represent
5%
of the total issued and outstanding stock, including stock
options
on a fully diluted basis. The stock options will vest as
follows:
May
