[Benihana
Letterhead]
February
9, 2009
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Mr.
Joel A. Schwartz
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8685
NW 53 Terrace, Suite 201
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Miami,
Florida 33166
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Dear
Joel:
This
letter confirms our agreements as follows:
1.
Resignations . By your signature below, you hereby resign,
effective immediately, (i) as a director of Benihana Inc. (the
“Company”), (ii) as the Chairman and Chief Executive
Officer of the Company, and (iii) from all directorships or other
offices you may hold at any of the Company’s subsidiaries or
affiliates. You will, upon request, execute and deliver to us such
additional documents as we may from time to time reasonably request
to evidence such resignations.
2.
Termination of Employment Agreement. The Employment
Agreement between you and the Company dated March 17, 2008 (and
your employment by the Company thereunder) is hereby terminated
effective immediately. Subject to the terms and conditions of the
Employment Agreement and this letter agreement, such termination
will be treated as a termination by the Company without cause
pursuant to the provisions of Section 8.1 of the Employment
Agreement and both you and the Company will continue to be bound by
all of the provisions of the Employment Agreement. In this
connection, among other things: (i) you will be entitled to be paid
the Severance Benefit and the Retirement Benefit (each as defined
in the Employment Agreement) subject to the terms and conditions
thereof including your execution and delivery to the Company of the
general release as contemplated in Section 4.5 thereof, (ii) you
will be entitled to participate in the Insurance Plans or to
receive the Insurance Payment as provided in Section 9 (b) of the
Employment Agreement, and (iii) you will continue to be bound by
the confidentiality, non competition and other provisions of
Section 10 of the Employment Agreement.
3.
Consulting Arrangement. You hereby agree that during the
period commencing on the date hereof and ending on the earlier of
(i) your death, or (ii) the fifth anniversary of the date hereof
(the “Consulting Term”), you will render advice and
assistance with respect to such aspect
