Exhibit 10.7
EMPLOYMENT AND SEVERANCE
AGREEMENT – AMENDMENT NO. 2
THIS EMPLOYMENT AND SEVERANCE
AGREEMENT – AMENDMENT NO. 2 (this “Agreement”) is made and
entered into effective October 5, 2009, by and between Granite City
Food and Brewery Ltd. (the “Company”) and Darius H.
Gilanfar (“Executive”).
RECITALS
A.
Executive is employed by the Company
pursuant to an employment agreement made and entered into
December 2, 2008 and pursuant to amendments thereto (the
“Employment Agreement”). Pursuant to such
Employment Agreement, Executive is currently employed on an at-will
basis and subject to additional provision of the Employment
Agreement.
B.
The Company proposes to enter into a
debt conversion transaction (the “Transaction”) with
DHW Leasing L.L.C. (“DHW”) pursuant to which DHW will
be issued common stock of the Company in exchange for the
conversion of certain indebtedness, and DHW will thereupon become
the majority shareholder of the Company.
C.
It is contemplated that Executive
will continue in the employ of the Company following the
Transaction and the Company desires to secure the services of
Executive following the Transaction.
D.
It is desirable to amend the
Employment Agreement to provide for the term of Executive’s
employment and to confirm certain severance arrangements in
connection therewith.
NOW, THEREFORE
, in consideration of the premises,
the parties hereto agree as follows:
1.
Defined Terms . All capitalized terms not otherwise
defined herein shall have the meanings ascribed to them in the
Employment Agreement.
2.
Section 1.01 of the Employment Agreement is hereby amended and
restated to read as follows:
1.01
The Company agrees to employ Executive as a full-time
employee. Executive’s employment pursuant to this
Agreement shall continue for a term ending one year following the
closing of the debt conversion transaction (the
“Transaction”) by and between the Company and DHW
Leasing L.L.C. (“DHW”) pursuant to which DHW will be
issued common stock of the Company in exchange for the conversion
of certain indebtedness, and DHW will thereupon become the majority
shareholder of the Company (the “Termination
Date”). The term of the Executive’s employment
shall automatically be extended for successive one-year periods
unless the Company or Executive elects not to extend employment by
giving written notice to the other not less than sixy (60) days
prior to the Termination Date or the end of any extension
periods. If Executive’s employment continues beyond the
Termination Date, it shall continue on an at-will basis under the
remaining terms and conditions of this Agreement, as amended
hereby, and as
1
the same may be amended from time to
time with the consent of the Company and Executive, except that
incentive compensation payable to Executive, if any, shall be only
as fixed by the Company’s Compensation Committee
(“Committee”). Executive’s base
compensation under this Agreement shall continue at
Executive’s current monthly base compensation rate for each
month worked and prorated for any partial month during which
employment continues.
3.
The Employment Agreement is hereby amended to add Section 1.09
as follows:
1.09
Executive agrees that any and all bonuses or equity compensation
awards paid, awarded or vested after September 21, 2009, shall
be subject to the Board of Director’s Policy on the
Recoupment of Bonuses and Incentive or Equity Based Compensation
Related to Certain Financial Restatements dated September 21,
2009, and that such policy is hereby deemed to be incorporated by
reference into this Agreement. Executive further agrees that
Company may, to the extent permitted by applicable law, require the
Executive to reimburse the Company for any and all bonuses or
equity compensation awards, severance payments provided for under
Section 3 of this Agreement and base salary payments provided
for under Section 2.04 of this Agreement that are paid,
awarded or vested after September 21, 2009, in the event of a
material breach by Executive of his obligations under Sections 4 or
5 of this Agreement. In the event Executive fails to make
prompt reimbursement of any such bonuses or equity compensation,
severance payments or base salary payments previously paid, awarded
or vested, the Company may, to the extent permitted by applicable
law, deduct the amount required to be reimbursed from
Executive’s compensation otherwise due under this
Agreement. The obligations contained in this
Section 1.09 shall survive the termination of this Agreement
indefinitely.
4.
Section 2.04 of the Employment Agreement is hereby amended and
restated as follows:
2.04
In the event the employment of Executive is terminated prior to the
Termination Date by the Company without Cause (and other than as
outlined in Sections 2.01 and 2.02) or by the Executive with Good
Reason as defined in Section 3.10, the
