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EXHIBIT 10.27
EMPLOYMENT AGREEMENT
AGREEMENT dated as of this 1st day of April, 2006, (the "Effective
Date") by and
between BENIHANA INC., a Delaware corporation (the "Company"), and
TAKA
YOSHIMOTO (the "Executive").
R E C I T A L
The Executive has for many years been employed by the Company and
by its
predecessor, Benihana National Corp. as its Executive Vice
President -
Operations. The Company and the Executive desire to enter into a
new employment
agreement which will set forth the terms and conditions upon which
the Executive
shall serve in the employ of the Company and upon which the Company
shall
compensate the Executive and to replace and supercede the
Employment Agreement
between the parties hereto dated as of April 1, 2006.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, it is
hereby agreed by and between the Company and Executive as
follows:
1. ENGAGEMENT AND TERM. The Company hereby employs Executive and
Executive
hereby accepts such employment by the Company on the terms and
conditions set
forth herein, for a period commencing on the Effective Date of this
Agreement
and ending, unless sooner terminated in accordance with the
provisions of
Section 5 hereof, on March 31, 2009 (the "Employment Period").
2. SCOPE OF DUTIES. Executive shall be employed by the Company as
its Executive
Vice President - Operations. In such capacities, the Executive
shall have such
authority, powers and duties customarily attendant upon such
offices. If elected
or appointed, Executive shall also serve, without additional
compensation, in
one or more offices and, if and when elected, as a director of the
Company or
any subsidiary or affiliate of the Company, provided that his
duties and
responsibilities are not inconsistent with those pertaining to his
position as
stated above. Executive shall faithfully devote his full business
time and
efforts so as to advance the best interests of the Company. During
the
Employment Period, Executive shall not be engaged in any other
business
activity, whether or not such business activity is pursued for
profit or other
pecuniary advantage, unless same is only incidental and is in no
way, directly
or indirectly, competitive with, or opposed to the best interests
of the
Company.
3. COMPENSATION.
3.1 Basic Compensation. In respect of services to be performed by
the Executive
during the Employment Period, the Company agrees to pay the
Executive an annual
salary of one hundred eighty-seven thousand, two hundred nine
Dollars ($187,209)
("Basic Compensation"), payable in accordance with the Company's
customary
payroll practices for executive employees.
3.2 Cost of Living Adjustments. The Basic Compensation shall be
increased by an
amount established by reference to the "Consumer Price Index for
Urban Wage
Earners and Clerical Workers, New York, New York- Northern New
Jersey area
published by the Bureau of Labor Statistics of the United States
Department of
Labor (the "Consumer Price Index"). The base period shall be the
month ended
December 31, 2005 (the "Base Period"). If the Consumer Price Index
for the month
of December in any year, commencing in 2006, is greater than the
Consumer Price
Index for the Base Period, Basic Compensation shall be increased,
commencing on
April 1 of the next following year, to the amount obtained by
multiplying Basic
Compensation by a fraction, the numerator of which is the Consumer
Price Index
for the month of December of the year in which such determination
is being made
and the denominator of which is the Consumer Price Index for the
Base Period.
3.3 Discretionary Increases. The Executive shall also be entitled
to such
additional increments and bonuses as shall be determined from time
to time by
the Board of Directors of the Company.
3.3 Other Benefits.
(a) Executive shall be entitled to participate, at Company's
expense, in the
major medical health insurance plan, and all other health,
insurance or other
benefit plans applicable generally to executive officers of the
Company.
(b) During the Employment Period, Executive will be entitled to
paid vacations
and holidays consistent with the Company's policy applicable to
executives
generally. All vacations shall be scheduled at the mutual
convenience of the
Company and the Executive.
4. TERMINATION OF EMPLOYMENT. The provisions of Section 1 of this
Agreement
notwithstanding, the Company may terminate this Agreement and
Executive's
employment hereunder in the manner and for the causes hereinafter
set forth, in
which event the Company shall be under no further obligation to
Executive other
than as specifically provided herein:
4.1 If Executive is absent from work or otherwise substantially
unable to assume
his normal duties for a period of sixty (60) successive days or an
aggregate of
ninety (90) business days during any consecutive twelve-month
period during the
Employment Period because of physical or mental disability,
accident, illness,
or any other cause other
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than vacation or approved leave of absence, the Company may
thereupon, or any
time thereafter while such absence or disability still exists,
terminate the
employment of Executive hereunder upon ten (10) days' written
notice to
Executive.
4.2 In the event of the death of Executive, this Agreement shall
immediately
terminate on the date thereof.
4.3 If Executive materially breaches or violates any material term
of his
employment hereunder, or commits any criminal act or an act of
dishonesty or
moral turpitude, in the reasonable judgment of the Company's Board
of Directors,
then the Company may, in addition to other rights and remedies
available at law
or equity, immediately terminate this Agreement upon written notice
to Executive
with the date of such notice being the termination date and such
termination
being deemed for "cause."
4.4 In the event Executive's employment shall be terminated by
reason of the
provisions of Section 4.2 or 4.3, then in such event, the Company
shall pay to
Executive, if living, or other person or persons as Executive may
from time to
time designate in writing as the beneficiary of such payment a sum,
equal to the
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