<PAGE>
EXHIBIT 10.24
SEPARATION AGREEMENT
THIS SEPARATION AGREEMENT (the "Agreement") dated the 7th day
of
January, 2005, is between
William N. Griffith, ("Griffith") and Back Yard
Burgers, Inc. (the
"Company").
WHEREAS, Griffith is a director and officer of the Company, and
the
Company and Griffith wish to
provide for the resignation of Griffith as a
director and officer of the
Company and its subsidiaries and the termination of
Griffith's employment with
the Company and its subsidiaries pursuant to the
terms and provisions of this
Agreement and the agreements referred to herein.
NOW THEREFORE, in consideration of the mutual covenants hereinafter
set
forth and for other good and
valuable consideration, the parties hereto do
hereby agree as
follows:
1. Resignations. Effectively immediately, Griffith hereby resigns
from
the Board of Directors of the
Company and its subsidiaries and as an officer and
employee of the Company and
its subsidiaries.
2. Termination of Agreements. Griffith and the Company hereby
terminate
the Employment Agreement and
the Severance Agreement, and, except for this
Agreement and the Continuing
Agreements (as defined in Section 4 hereof) and as
expressly contemplated
herein, each of the Company and Griffith hereby
terminate
all other agreements and
arrangements of any kind arising from or related to the
Employment Agreement or the
Severance Agreement or Griffith's service as a
director or officer of the
Company or employment by any of the Company and its
subsidiaries (the Employment
Agreement, Severance Agreement and such other
agreements and arrangements
referred to herein as the "Terminated Agreements").
Except as expressly provided
herein, the termination of the Terminated
Agreements shall be without
liability to either Griffith or any of the Company
and its subsidiaries and
shall release Griffith and the Company and its
subsidiaries from any and all
further liability and obligations thereunder,
including without limitation
any compensation, payments, benefits,
indemnification or other
rights or obligations arising under the terms of the
Terminated
Agreements.
3. Payments. The Company agrees to pay to Griffith the sum
of
$7,007.29, such amount to be
paid within 7 days after the date hereof. The
Company also agrees to pay to
Griffith his fourth quarter bonus based on the
same evaluation criteria as
previous quarterly bonuses, which will not exceed
$3000, such amount to be paid
within 30 days after the date hereof.
4. Other Consideration. Contemporaneously with the execution
and
delivery of this Agreement,
the Company and Griffith shall enter into an
Amendment to Stock Option
Plan and Agreement in the form attached hereto as
Exhibit A, a Consulting
Agreement in the form attached hereto as Exhibit B, a
Franchise Agreement in the
form attached hereto as Exhibit C, and an Area
Development Agreement in the
form attached hereto as Exhibit D (collectively
referred to as the
"Continuing Agreements"). Griffith acknowledges and
agrees
that Griffith is not entitled
to the enter into the Continuing Agreements on
such terms contained therein
without Griffith's execution and delivery of this
Agreement, and that the
Company has agreed to enter into the Continuing
Agreements in consideration
of Griffith's execution of this Agreement and the
releases, representations,
covenants and obligations of Griffith contained
herein.
<PAGE>
5. Non-Competition and Non-Solicitation. In consideration of
the
benefits received by Griffith
hereunder, and without limiting or being limited
by the provisions of Section
9 of the Franchise Agreement, for a period of two
(2) years from the date
hereof Griffith will not, directly or indirectly (except
as contemplated by this
Agreement and the Continuing Agreements):
(a) do or perform, directly or indirectly, any act
injurious
or prejudicial to the goodwill associated with the names and marks
and
other proprietary rights of the Company and its subsidiaries,
or;
(b) own, maintain, operate, engage in, or have any interest
in
any business which sells goods or services of a like
competitive
nature, more specifically, hamburger or chicken sandwich
restaurants,
and which is located within ten (10) miles of the protected
territory
of any Company-owned or franchised restaurant of the Company.
This
subsection shall not apply to ownership by Griffith as a
passive
investor of less than five percent (5%) interest in a
publicly-held
corporation listed on a national stock exchange or traded on
the
over-the-counter market.
6. Confidential Information. Griffith acknowledges that in the
course
of Griffith's employment with
the Company and its subsidiaries Griffith had
access to confidential or
proprietary information and trade secrets relating to
the business affairs of the
Company and its subsidiaries. Griffith agrees and
understands that Griffith is
obligated to not, at any time, disclose or
otherwise make available to
any person, company or other party, confidential or
proprietary information or
trade secrets of any of the Company and its
subsidiaries of whatsoever
nature, including, but not limited to processes,
rates, terms, and other
matters and information to which persons other than
those employed by the Company
would know or have access to.
7. Return of Company Property. Griffith acknowledges, understands
and
agrees that prior to the date
hereof, Griffith has returned all property of
