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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549





FORM 10-K/A

(Amendment No. 1)







|x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ------------------------------------------------------------------------------------

FOR THE FISCAL YEAR ENDED JANUARY 3, 2010

OR



| ̈ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- | ----------------------------------------------------------------------------------------

For the transition period
from to

Commission file number 000-31149

California Pizza Kitchen, Inc.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                        
|-------------------------------------------------------------- |  | ---------------------------------------
|Delaware                                                       |  | 95-4040623                             
|(State or other jurisdiction of
incorporation or organization) |  | (I.R.S. Employer
Identification Number)

6053 West Century Boulevard, 11th Floor

Los Angeles, California 90045-6438

(Address of principal executive offices, including zip code)

(310) 342-5000

(Registrants telephone number, including area code)

Securities registered pursuant to section 12(b) of the Act:

None

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, $0.01 par value (title of class)

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES   ̈    NO  x

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES   ̈    NO  x

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES  x    NO   ̈

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive
Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).*
YES   ̈    NO   ̈

*The registrant has not yet been phased into the interactive data requirements.

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is
not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form
10-K.   ̈

Indicate by check mark whether the registrant is a large
accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act.



|                                                                        |  |                             
|----------------------------------------------------------------------- |  | ----------------------------
|Large accelerated filer   ̈                                              |  | Accelerated filer  x        
|Non-accelerated filer   ̈  (Do not check if a smaller
reporting company) |  | Smaller reporting company   ̈

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES   ̈    NO  x

The aggregate market value of voting stock held by non-affiliates of the registrant as of June 26, 2009, the last trading day of the
second fiscal quarter, was approximately $255 million based upon the last sales price reported for such date on the Nasdaq National Market. For purposes of this disclosure, shares of Common Stock held by persons who hold more than 5% of the
outstanding shares of Common Stock and shares held by officers and directors of the registrant have been excluded, in that such persons may be deemed to be affiliates. This determination is not necessarily conclusive.

As of April 30, 2010, 24,559,823 shares of the registrants Common Stock, $0.01 par value, were outstanding.









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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES

2009 ANNUAL REPORT ON FORM 10-K/A

EXPLANATORY NOTE

On
March 19, 2010, California Pizza Kitchen, Inc. (referred to herein as the the Company or in the first person notations we, our, and us) filed its Annual Report on Form 10-K for the year ended
January 3, 2010 (the Original Filing), with the Securities and Exchange Commission (the SEC). This Amendment No. 1 (this Amendment) on Form 10-K/A, which amends and restates items identified below with
respect to the Original Filing, is being filed to provide the disclosure required by Part III of Form 10-K because the definitive proxy statement for our 2010 Annual Meeting of Stockholders will not be filed with the SEC within 120 days after the
end of our 2009 fiscal year.

This Form 10-K/A only amends information in Part III, Item 10 (Directors, Executive
Officers and Corporate Governance), Item 11 (Executive Compensation), Item 12 (Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters), Item 13 (Certain Relationships and Related Transactions,
and Director Independence), Item 14 (Principal Accounting Fees and Services) and Part IV, Item 15 (Exhibits, Financial Statement Schedules). All other items as presented in the Original Filing are unchanged. Except for the foregoing
amended and restated information, this Amendment does not amend, update or change any other information presented in the Original Filing.

In addition, pursuant to Rule 12b-15 of the Securities Exchange Act of 1934, this Form 10-K/A contains new certifications by our
principal executive officers and principal financial officer, filed as exhibits hereto.



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES

2009 ANNUAL REPORT ON FORM 10-K/A

INDEX



|          |  |                                                                                                |  |         
|--------- |  | ---------------------------------------------------------------------------------------------- |  | --------
|          |  |                                                                                                |  | Page No.
|Part III. |  |                                                                                               
|          |  |                                                                                               
|Item 10.  |  | Directors, Executive Officers and Corporate Governance                                         |  | 4       
|          |  |                                                                                               
|Item 11.  |  | Executive Compensation                                                                         |  | 8       
|          |  |                                                                                               
|Item 12.  |  | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder
Matters |  | 28      
|          |  |                                                                                               
|Item 13.  |  | Certain Relationships and Related Transactions, and Director Independence                      |  | 30      
|          |  |                                                                                               
|Item 14.  |  | Principal Accounting Fees and Services                                                         |  | 31      
|          | 
|Part IV.  |  |                                                                                               
|          |  |                                                                                               
|Item 15.  |  | Exhibits, Financial Statement Schedules                                                        |  | 33      



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CALIFORNIA PIZZA KITCHEN, INC. AND SUBSIDIARIES

2009 ANNUAL REPORT ON FORM 10-K/A

PART III.



|Item 10. | Directors, Executive Officers and Corporate Governance
|-------- | ------------------------------------------------------

Directors

The table
below sets forth the Companys directors and certain information relating to those directors as of January 3, 2010, with respect to age and background.



|                      |  |     |  |                                                                                
|--------------------- |  | --- |  | -------------------------------------------------------------------------------
|Name                  |  | Age |  | Position                                                                       
|Larry S. Flax         |  | 67  |  | Co-Chief Executive Officer, Co-President, Co-Chairman of the Board and Director
|Richard L. Rosenfield |  | 64  |  | Co-Chief Executive Officer, Co-President, Co-Chairman of the Board and Director
|William C. Baker      |  | 76  |  | Director                                                                       
|Leslie E. Bider       |  | 59  |  | Director                                                                       
|Marshall S. Geller    |  | 70  |  | Director                                                                       
|Charles G. Phillips   |  | 61  |  | Director                                                                       
|Alan I. Rothenberg    |  | 70  |  | Director                                                                       

Larry S. Flax, a
co-founder of the Company, was named co-President in January 2004 and has served as co-Chief Executive Officer (co-CEO) since July 2003 and as co-Chairman of the Board since our formation in March 1985. From 1985 to 1996, Mr. Flax
also served as co-CEO. Mr. Flax previously served on the board of directors of Arden Realty, Inc. (ARI) from 1997 to 2006. Prior to founding California Pizza Kitchen, he practiced law as a principal in Flax and Rosenfield, Inc. after serving as
an Assistant United States Attorney, Department of Justice and Assistant Chief, Criminal Division and Chief, Civil Rights Division of the United States Attorneys Office in Los Angeles. Mr. Flax also serves on the board of directors for
FasterCures and on the board of councilors for USC Law School. Mr. Flax brings to the Board extensive executive management experience and knowledge of the Company and its operations.

Richard L. Rosenfield, a co-founder of the Company, was named co-President in January 2004 and has served as co-CEO since July
2003 and as co-Chairman of the Board since our formation in March 1985. From 1985 to 1996, Mr. Rosenfield had also served as co-CEO. Prior to founding California Pizza Kitchen, he practiced law as a principal of Flax and Rosenfield, Inc. after
serving with the Department of Justice, Criminal Division, Appellate Section in Washington, D.C. and as an Assistant United States Attorney, Special Prosecutions Section of the Criminal Division, in Los Angeles. Mr. Rosenfield also serves on
the board of directors of Callaway Golf Company. Mr. Rosenfield brings to the Board extensive executive management experience and knowledge of the Company and its operations.

William C. Baker has served as a director since May 2002. Mr. Baker was Chairman and Chief Executive Officer of Callaway Golf
Company from August 2004 until his retirement in August 2005. From 1997 to August 2004, Mr. Baker was a principal of the real estate investment firm of Baker & Simpson, L.L.C. Mr. Baker currently serves on the board of
directors for Public Storage and Javo Beverage Company, Inc. and previously served as a director of Callaway Golf Company and La Quinta Corporation. He also served as President and/or Chairman of the Board of the Santa Anita Companies, Coast Newport
Properties, Inc., Red Robin International, Del Taco Corporation, Macco Corporation and Great Southwest Corporation (Six Flags parent company). His experience includes serving as: trial attorney for the United States Department of Justice;
maritime law attorney with the law firm of Zock, Petrie, Sheneman & Reid in New York; practicing with the law firm of Wynne, Jaffe & Tinsley in Dallas; General Manager of Texas Pavilion of the New York Worlds Fair; and
partner in Baker & Miller, an industrial development firm. Mr. Baker brings to the Board experience serving on the board of directors of several publicly-traded companies and his extensive knowledge of the restaurant, retail and real
estate industries.



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Leslie E. Biderhas served as a director since May 2008. He is currently Chief
Executive Officer of PinnacleCare, Inc., a private health advisory firm. Mr. Bider previously served as Chief Strategist of ITU Ventures, a private equity firm. Between 1987 and 2005, Mr. Bider served as Chairman and Chief Executive
Officer of Warner Chappell Music, Inc. Mr. Bider also served as Chief Financial Officer and Chief Operating Officer of Warner Bros. Music from 1981 to 1987. Mr. Bider currently serves on the board of directors of OSI Systems, Inc. and
Douglas Emmett, Inc., a real estate investment trust that trades on the New York Stock Exchange, and on the board of directors of several charitable and educational institutions. Mr. Bider brings to the Board accounting and finance skills and
extensive experience in the real estate industry.

Marshall S. Gellerhas served as a director since May 2008. He
is a Founder and Senior Managing Director of St. Cloud Capital, LLC, a Los Angeles-based private equity fund formed in December 2001. Mr. Geller has spent more than 40 years in corporate finance and investment banking, including 21 years as
Senior Managing Director for Bear, Stearns & Co., with oversight of all operations in Los Angeles, San Francisco, Chicago, Hong Kong and the Far East. Currently he serves as a director on the boards of 1st Century Bank N.A., GP
Strategies Corporation, Guidance Software, Inc and National Holdings Corporation. Mr. Geller is on the Board of Governors of Cedars Sinai Medical Center, Los Angeles, and serves on the Deans Advisory Council for the College of
Business & Economics, California State University, Los Angeles, and he has been appointed as a Commissioner of the Little Hoover Commission, an independent California state oversight agency. Mr. Geller brings to the Board extensive
senior executive management experience in corporate finance and investment banking and his service on the board of directors of several public and private companies.

Charles G. Phillips has served as a director since November 2000. Mr. Phillips served as Chief Operating Officer of Prentice
Capital Management, LLC, an investment management firm, from 2005 until his retirement in 2008. Mr. Phillips was previously a managing director from 1991 to 2002 and President from 1998 to 2001 of Gleacher & Co., an investment banking
and management firm. Mr. Phillips has served on the boards of several public and private companies and private investment funds. Mr. Phillips brings to the Board extensive senior executive management experience in corporate finance and
investment banking and his service on the board of directors of several public and private companies and private investment funds.

Alan I. Rothenberg has served as a director since April 2006. Since 2005, he has served as Chairman of the Board of Directors and
Chief Executive Officer of 1st Century Bancshares, Inc., a Los Angeles-based commercial bank. Mr. Rothenberg is Chairman of Premier Partnerships, a sports and entertainment marketing and consulting firm and serves as President of the Los
Angeles Board of Airport Commissioners. From 1990 until his retirement in 2000, Mr. Rothenberg was a Partner at Latham & Watkins, LLP. From 1968 to 1990, Mr. Rothenberg was a founder and Managing Partner of Manatt, Phelps,
Rothenberg and Phillips, a Los Angeles law firm where he specialized in business and commercial litigation including practices in the sports, entertainment and financial fields. From 1990 through 1998, he served as President of the United States
Soccer Federation. Mr. Rothenberg served as Chairman and Chief Executive Officer of the 1994 World Cup and Chairman of the 1999 FIFA Womens World Cup. Mr. Rothenberg serves on the boards of directors of United States Soccer
Foundation, Constitutional Rights Foundation, Los Angeles Chamber of Commerce, Los Angeles Business Council, LA, Inc. (the Los Angeles Convention and Visitors Bureau) and LA Sports Council. Mr. Rothenberg also serves on the board of
directors of Zenith National Insurance Corp. Mr. Rothenberg brings to the Board broad legal and business experience.

All
directors hold office until the next annual meeting of stockholders and until their successors have been duly elected and qualified. If a director nominee declines to serve or becomes unavailable for any reason, or if a vacancy occurs before the
election (although we currently know of no reason to anticipate that this will occur), the stockholder proxies may be voted for such substitute nominee as we may designate. The Board of Directors currently has two vacancies. There are no family
relationships among our directors and officers.



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Executive Officers

The following were the Named Executive Officers of the Company as of January 3, 2010:



|                          |  |                                                                                     |  |    
|------------------------- |  | ----------------------------------------------------------------------------------- |  | ---
|Name                      |  | Position Held With the Company                                                      |  | Age
|Larry S. Flax             |  | Co-Chief Executive Officer, Co-President, Co-Chairman of the Board and Director     |  | 67 
|Richard L. Rosenfield     |  | Co-Chief Executive Officer, Co-President, Co-Chairman of the Board and Director     |  | 64 
|Susan M. Collyns          |  | Chief Operating Officer, Chief Financial Officer, Executive Vice President          |  | 43 
|Thomas P. Beck            |  | Senior Vice President, Construction                                                 |  | 63 
|Sarah A. Goldsmith-Grover |  | Chief Communications Officer, Senior Vice President, Marketing and Public Relations |  | 45 
|Steven E. Rich            |  | Senior Vice President, Real Estate                                                  |  | 48 

See Directors
above for Mr. Flaxs and Mr. Rosenfields biographies.

Susan M. Collynshas served as Chief
Operating Officer and Executive Vice President since January 2009 and Chief Financial Officer since March 2004. From September 2001 to March 2004, Ms. Collyns served as Controller. In 2009, Ms. Collyns work as a leading CFO was recognized by
the Los Angeles Business Journal when she was nominated for CFO of the Year. From 1996 to September 2001, Ms. Collyns served as Vice President of Finance and Operations for Sonys Windham Hill Group. Previously, she served as
an auditor with PricewaterhouseCoopers and has acted in various finance and strategic planning roles with GlaxoSmithKline and Lion Nathan. Ms. Collyns has 25 years of financial experience in both the domestic U.S. and overseas markets and is a board
member of the California Pizza Kitchen Foundation. Ms. Collyns holds a Bachelor of Economics degree from Macquarie University in Sydney, Australia, and a C.P.A. from Deakin University, in Melbourne, Australia.

Thomas P. Beck has served as Senior Vice President, Construction since September 2003. From 1997 to August 2003,
Mr. Beck worked at Shawmut Design and Construction, where he last served as National Construction Manager for Shawmuts Restaurant/Retail Division.

Sarah A. Goldsmith-Grover has served as Chief Communications Officer since July 2008 and Senior Vice President of Marketing and
Public Relations since November 2000. Ms. Goldsmith-Grover joined the Company in 1990 as Director of Public Relations and has been involved with marketing initiatives in the area of public relations, advertising, research and community
relations. In 1996 and 2007, Advertising Age Magazine named Ms. Goldsmith-Grover one of the Marketing 100 and Marketing 50, respectively, a distinction given to the top marketers in the United States.
Ms. Goldsmith-Grover is the President of the California Pizza Kitchen Foundation and serves as Co-Chairman of the Board of the Marketing Executives Group, a division of the National Restaurant Association.

Steven E. Rich has served as Senior Vice President of Real Estate since February 2008. From April 2007 to February 2008,
Mr. Rich served as Vice President of Real Estate. From August 1993 to April 2007, Mr. Rich served as President of Retail Advantage Group, Inc, a privately-held real estate advisory services company.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Exchange Act requires our executive officers, directors and 10% stockholders to file reports regarding
initial ownership and changes in ownership with the Securities and Exchange Commission and any exchange upon which our securities are listed. Executive officers, directors and 10% stockholders are required by SEC regulations to furnish us with
copies of all Section 16(a) forms they file. Our information regarding compliance with Section 16(a) is based solely on a review of the copies of such reports furnished to us by our executive officers, directors and 10%
stockholders. There were two late filings in fiscal 2009 due to administrative oversight. The late filings were as follows: (a) a Form 3 for Todd B. Slayton and (b) a Form 4 for



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Todd B. Slayton. The filings were due on January 7, 2009 and February 20, 2009, respectively, and both were filed on December 24, 2009. Except for the foregoing, we believe that
during the fiscal year ending January 3, 2010, all of our executive officers, directors and 10% stockholders complied with all applicable Section 16(a) filing requirements.

Code of Ethics

The
Company has adopted a Code of Ethics and Business Conduct (Code of Ethics), which is applicable to all of its employees, officers and directors. The Code of Ethics is available free of charge on the Companys website atwww.cpk.com. The Company intends to post amendments to or waivers under the Code of Ethics on its website.

The Companys Director
Nominations Process

In April 2004, we adopted corporate governance guidelines (the Guidelines) outlining
a framework for Board oversight of management activity and business results. The Guidelines are publicly available on our website atwww.cpk.com. The Guidelines may be amended from time to time by our Board of Directors only upon a
determination by the nominating and governance committee that such change is in our best interests and those of our stockholders and the subsequent approval of such change by the full Board of Directors. There were no changes to the Guidelines
during fiscal 2009.

Board Leadership Structure and Risk Oversight

Leadership Structure

The Company has two principal executive officers, Larry S. Flax and Richard L. Rosenfield, each of whom serves as a Co-Chief Executive
Officer, Co-President and Co-Chairman of the Board. While each Co-CEO functions within a clearly defined role with respect to the day-to-day operations of the Company, both Co-CEOs work closely with one another and are significantly involved in all
aspects of Company management so that either could succeed the other in the event such a need arose. The Board has determined that combining the roles of Executive Chairman and Chairman of the Board of the Company is in the best interests of
stockholders at this time. Both Messrs. Flax and Rosenfield are uniquely situated given their roles as co-Executive Chairman to guide the overall strategic direction of the Company and focus the Board on the risks that the Company faces as well as
strategic opportunities for the Company.

Risk Oversight

The Company believes the role of management is to identify and manage risks confronting the Company. The Board of Directors plays an
integral part in the Companys risk oversight, particularly in reviewing the processes used by management to identify and report risk, and also in monitoring corporate actions so as to minimize inappropriate levels of risk. The Board of
Directors as a whole is also responsible for overseeing strategic and enterprise risk, including monitoring the Companys working capital and capitalization. A discussion of risks that the Company faces is conducted at each regularly scheduled
meeting of the Board of Directors and in many committee meetings.

The Companys leadership structure and overall
corporate governance framework is designed to aid the Board in its oversight of management responsibility for risk. The Audit Committee of the Board of Directors serves a key risk oversight function in carrying out its review of the Companys
financial reporting and internal reporting processes, as required by the Sarbanes-Oxley Act of 2002. Inherently, part of this review involves an evaluation of whether our financial reporting and internal reporting systems are adequately reporting
the Companys exposure to certain risks. In connection with this evaluation, the Audit Committee has, from time to time, considered whether any changes to these processes are necessary or desirable. While it has concluded that no such changes
are warranted at this time, the Audit Committee will continue to monitor the Companys financial reporting and internal reporting processes.



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As more fully described in the Compensation Discussion and Analysis section of this report,
the compensation committee takes an active role in overseeing risks relating to CPKs executive compensation programs, plans and practices. Specifically, the Compensation Committee reviews the risk profile of the components of the executive
compensation program, including the performance objectives and target levels used in connection with incentive awards, and considers the risks such components present to decision-making by executive officers with special attention given to
establishing a mix among these components that does not encourage excessive risk taking.

The Corporate Governance Committee
contributes to the Companys risk oversight process by overseeing the periodic review of the Companys Corporate Governance Guidelines and Board committee charters to ensure that they continue to comply with any applicable laws,
regulations, and stock exchange or other listing standards, as each are subject to change from time to time. The Corporate Governance Committee also oversees the director nomination process, the overall Board reporting structure and the operations
of the individual committees.

Diversity

While the Board does not have a separate formal diversity policy, it is the Companys and the Boards policy to identify
qualified potential candidates without regard to any candidates race, color, disability, gender, national origin, religion or creed, and the Company seeks to ensure the fair representation of stockholder interests on the Board through the
criteria set forth above. The Board believes that the use of the Nominating and Governance Committees general criteria, along with non-discriminatory policies, will best result in a board that reflects the interest of the stockholders.

Audit Committee

The audit committee is primarily concerned with the oversight of our financial reporting and preparation of our financial statements by
our internal accounting staff. This committees function, among other things, is to review our quarterly and annual financial statements with our independent registered public accountants and management, review the scope and results of the
examination of our financial statements by the independent registered public accountants, approve all professional services performed by the independent registered public accountants and related fees, exclusive authority to hire our independent
registered public accountants and periodically review our accounting policies. The audit committee is also responsible for overseeing our internal controls over financial reporting, including review of our internal audit function. The audit
committee is governed by a written charter that is publicly available on our website atwww.cpk.com. The audit committee met five times during the fiscal year ended January 3, 2010.

The members of the audit committee from December 29, 2008 through January 3, 2010 were Leslie E. Bider, Marshall S. Geller and
Alan I. Rothenberg, who served as chair. All of the current members of the audit committee are independent as required by the applicable listing standards of The NASDAQ Stock Market as well as the Companys standards of director
independence set forth above. The Board of Directors has determined that Messrs. Bider, Geller and Rothenberg are each an audit committee financial expert within the meaning of Item 407(d)(5)(ii) of Regulation S-K.



|Item  11. | Executive Compensation
|--------- | ----------------------

Compensation
Risk

In 2010, management conducted a risk assessment review of our compensation policies and practices to determine
whether any risks arising from our compensation policies and practices for our Named Executive Officers and other employees that could encourage decision making that could expose the Company to unreasonable risks of material adverse consequences.
Management presented its findings to the compensation committee, which reviewed this assessment and the Companys various incentive and other compensation programs and practices and the processes for implementing these programs. Based on this
review, we determined that our compensation policies and practices for our employees do not create incentives for decision making that could expose the Company to unreasonable risks of material adverse consequences.



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Compensation Discussion and Analysis

This section discusses the compensation of our Named Executive Officers, consisting of Larry S. Flax and Richard L. Rosenfield, co-CEOs;
Susan M. Collyns, Chief Operating Officer/Chief Financial Officer (COO/CFO); Thomas P. Beck, Senior Vice PresidentConstruction; Sarah A. Goldsmith-Grover, Chief Communications Officer and Senior Vice PresidentMarketing and
Public Relations and Steven E. Rich, Senior Vice PresidentReal Estate.

Roles of our Compensation Committee in Compensation
Decisions, Use of Compensation Consultants and Compensation Philosophy and Objectives

The goals of our compensation
policies are to:



| | 1. | Attract and retain exceptional executive officers and reward appropriately those executive officers who contribute to the Companys success;
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Align executive officer compensation with the Companys performance; and
| | -- | ------------------------------------------------------------------------



| | 3. | Motivate executive officers to achieve the Companys business objectives.
| | -- | -------------------------------------------------------------------------

The Company uses salary, non-equity incentive plan compensation, restricted stock and stock option grants to attain these goals.

The compensation committee (the Committee) oversees our executive compensation program. In this role, the
Committee reviews all compensation decisions relating to our senior executive officers and makes recommendations to our board of directors. The Committees guiding principle is to ensure the Companys compensation and benefits policies
attract, motivate and retain executives of the caliber necessary to support the Companys growth and success, both operationally and strategically. This principle guides the design and administration of compensation and benefit programs for the
Companys Named Executive Officers, other executives and general workforce. The Committee, in collaboration with executive management and Mercer Human Resources Consulting (Mercer), its independent compensation consultant,
re-affirmed in 2009 the following key strategies in support of the Companys guiding principles:



| | 1. | Use total cash compensation (salary plus non-equity incentive plan compensation) to recognize appropriately each individual executive officers scope of
responsibility, role in the organization, experience and contributions. The Committee and management refer to market data as part of their due diligence in determining salary and target award amounts, including executive compensation levels at peer
group companies noted elsewhere in this report.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 2. | Use long-term equity-based incentives (in the form of non-qualified stock options, restricted stock and through a tax-qualified employee stock purchase plan) to align
employee and stockholder interests, as well as to attract, retain and motivate employees and enable them to share in the long-term growth and success of the Company.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | 3. | Provide benefit programs competitive within the Companys defined talent market that provide participant flexibility and are cost-effective to the Company.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------

The Company has structured its annual and long-term incentive-based cash and non-cash executive compensation
programs to motivate executive officers to achieve the business goals of the Company and reward them for achieving these goals. The Committee also evaluates relevant market data when making compensation decisions regarding the executive officers, as
described more fully below.

The Committee has retained Mercer as its compensation consultant since 2005 to provide the
Committee with advice and guidance on the Companys executive compensation program design and the evaluation of our executive compensation. During 2009, Mercer did not provide non-executive or director compensation services to management or the
Company with fees totaling more than $120,000. In the fourth quarter 2009, an analysis of



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executive compensation was performed by Mercer and evaluated by the Committee. The peer group of companies used in this analysis consisted of the following:



|                          |  |                          
|------------------------- |  | -------------------------
|Ruby Tuesday              |  | Dine Equity              
|The Cheesecake Factory    |  | Red Robin Gourmet Burgers
|P.F. Changs China Bistro |  | Texas Roadhouse          
|Benihana                  |  | Ruths Hospitality       
|BJs Restaurants          |  | OCharleys              
|Mortons Restaurant Group |  | McCormick & Schmicks    
|Steak N Shake            |  | Frischs Restaurants     

The Companys operating metric performance (including revenue growth, EBITDA growth, EPS growth and return on
assets) was generally between the peer group median and
75thpercentile while the Companys total stockholder
return approximated the peer group 75thpercentile over a
five-year period.

The Committee used the peer group as the baseline to review the overall competitiveness
of the co-CEOs and COO/CFOs total compensation levels. While the Committee considered peer group data, it did not formally benchmark total executive compensation or individual compensation elements against this peer group. Mercers report
indicated that the co-CEOs total direct compensation was in the
50thand
75thpercentiles of the market while our COO/CFOs
total direct compensation level was above the 75thpercentile of the market.

Although the Committee considered Mercers advice in considering our executive compensation
program, the Committee ultimately made its own decision about these matters, based on the peer group analysis and its own business experience and judgment.

Compensation Components and Process

Base Salary

The annual salary for executive officers (including the Named Executive Officers shown in the Summary Compensation Table on page 14) is
determined relative to job scope and responsibilities, past and current contributions and individual factors (such as unique skills, demand in the labor market and longer-term development and succession plans). The Committee emphasizes
pay-for-performance in all components of compensation, including making salary adjustments. In determining the salaries of the executive officers, the Committee considers information provided by the Companys co-CEOs (with respect to the
performance of other executive officers), the results of the review of the co-CEOs performance by the Committee and the analysis and recommendations made by Mercer. The co-CEOs are responsible for evaluating the performance of all other
executive officers and recommending salary adjustments, which are reviewed and approved by the Committee. The Committee reviews executive officer salaries annually. In addition to considering the performance of individual executive officers,
significant weight is placed on the financial performance of the Company when considering salary adjustments.

In August 2009,
in connection with her promotion to Chief Operating Officer, the Company amended and restated Ms. Collyns employment agreement, pursuant to which her annual base salary increased to $475,000, retroactive to January 2009. For additional
information, see Employment Agreements below. In July 2008, in connection with her promotion to Chief Communications Officer, Ms. Goldsmith-Grover received a base salary increase of 11%, which continued into 2009. Given the
uncertain economic conditions, none of the other Named Executive Officers received any base salary increases for 2009.

Non-equity Incentive Compensation

The Company maintains an Executive Bonus Plan (the Bonus Plan) which was approved by stockholders and is designed to reward
achievement at specified levels of financial performance. The maximum amount that may be paid



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to any executive officer under the Bonus Plan for any calendar year is $1.2 million. The following table sets forth the target bonus (as a percentage of annual base salary) for each of our
participating Named Executive Officers:



|                          |  |                                             
|------------------------- |  | --------------------------------------------
|Named Executive Officer   |  | Target Bonus(Percentage of 2009 Base Salary)
|Larry S. Flax             |  | 60%                                         
|Richard L. Rosenfield     |  | 60%                                         
|Susan M. Collyns          |  | 50%                                         
|Thomas P. Beck            |  | 40%                                         
|Sarah A. Goldsmith-Grover |  | 45%                                         
|Steven E. Rich            |  | 40%                                         

Ms. Collyns
target bonus opportunity was revised in April 2010 from 45% of base salary to 50% of base salary retrospective to 2009 in connection with her promotion to Chief Operating Officer. In addition, Ms. Goldsmith-Grovers 2009 target bonus
opportunity was increased from 40% to 45% in July 2008 in connection with her promotion to Chief Communications Officer, which continued into 2009. The other Named Executive Officers bonus target levels were set at the same level as in 2008.

On April 17, 2009, the Committee adopted the 2009 Quarterly Executive Bonus Plan Target Program (the
Program) under the Companys Bonus Plan. The co-CEOs and COO/CFO participate in the Program. Bonus payouts under the program are based on the Company achieving quarterly targets for Adjusted Earnings Before Interest, Taxes and
Depreciation and Amortization including Pre-Opening Costs (Adjusted EBITDA). In accordance with the Program, for 2009 adjusted EBITDA also excluded impaired asset write-downs and store closure costs. Adjusted EBITDA is a non-GAAP measure
of performance and is not a substitute for the GAAP measures of earnings or cash flows.

The first quarter of 2009 was not
included in the Program and the Committee approved the payment of bonuses to the executives for the first quarter of 2009 on a discretionary basis, based on the Committees evaluation of the Companys financial performance for that
quarter. For the first quarter, the Committee approved bonuses at 100% of quarterly salary for the co-CEOs and the COO/CFO. For each of the second, third and fourth quarters, the participants were eligible to receive one-fourth of their annual
target bonus opportunity based on the Companys actual performance relative to the pre-established quarterly Adjusted EBITDA targets. Quarterly bonus payouts could range from 30% to 100% of the executives quarterly base salary, even
though the co-CEOs and the COO/CFO had a contractual 200% maximum potential. Thus, in addition to the quarterly payouts, under the Program, the participants were eligible to receive an additional catch-up bonus payout based on the
Companys performance relative to an aggregate Adjusted EBITDA target for the last three quarters of 2009. If the bonus earned based on our actual performance for Q2 through Q4 relative to the aggregate Adjusted EBITDA target for Q2 through Q4
was greater than the sum of the participants quarterly payouts, the participants would receive this difference as a catch-up bonus payout. As a result of our achievement of the maximum quarterly Adjusted EBITDA targets for each of
Q2 through Q4, the co-CEOs and COO/CFO each received the maximum or 100% of their quarterly base salaries for each of these quarters ($150,000 in the case of the co-CEOs and $118,750 in the case of the COO/CFO). In addition, the co-CEOs received an
additional amount equal to $135,000 and the COO/CFO received an additional amount equal to $96,188 representing the bonus earned as a result of our Q2 through Q4 performance relative to the aggregate Q2 through Q4 Adjusted EBITDA target minus the
quarterly amounts paid. The Adjusted EBITDA threshold, target and maximum goals as well as our actual performance relative to the targets are shown in the table below:



|                               |  |                         |        |                      |   |                       |  |                      |        |  |   |       
|------------------------------ |  | ----------------------- | ------ | -------------------- | - | --------------------- |  | -------------------- | ------ |  | - | ------
|                               |  | (in thousands)         
|                               |  | AdjustedEBITDAThreshold |        | AdjustedEBITDATarget |   | AdjustedEBITDAMaximum |  | ActualAdjustedEBITDA
|Q2                             |  | $                       | 14,850 |                      | $ | 16,500                |  | $                    | 17,655 |  | $ | 18,146
|Q3                             |  | $                       | 15,120 |                      | $ | 16,800                |  | $                    | 17,976 |  | $ | 18,222
|Q4                             |  | $                       | 14,130 |                      | $ | 15,700                |  | $                    | 16,799 |  | $ | 17,104
|Q2 through Q4 Aggregate Period |  | $                       | 44,100 |                      | $ | 49,000                |  | $                    | 55,370 |  | $ | 53,472



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The other Named Executive Officers bonus payouts were based on generally the same quarterly
Adjusted EBITDA targets shown above. For each of the second, third and fourth quarters, they were eligible to receive one-fourth of their annual target bonus opportunity based on the Companys actual performance relative to the quarterly
Adjusted EBITDA targets. Quarterly bonus payouts could range from 50% to 125% of the executives target bonuses (as a percentage of quarterly base salary). Based on our actual Adjusted EBITDA results, each of these Named Executive Officers
received a quarterly payout equal to 125% of their quarterly target bonus (as a percentage of quarterly base salary). For the first quarter the Committee also approved, on a discretionary basis, bonuses at 125% of these Named Executive Officers
quarterly target bonus.

Long-term Equity Compensation

The Company strongly believes that equity ownership by executive officers provides incentives to build stockholder value and align the
interests of executive officers with the stockholders. In consultation with Mercer and the executive officers, the Committee determined that stock option grants under the Companys 2004 Omnibus Incentive Compensation Plan remain the most
effective instrument to achieve this goal. The value of an initial option grant to an executive officer has generally been determined based on the responsibilities and future contributions of the executive officer, as well as recruitment and
retention considerations. The Company typically awards stock option grants to certain corporate office employees, including the executive officers, in February of each year, with an effective grant date and exercise price per share equal to the
closing price of the Companys common stock on the grant date. Stock options typically vest semi-annually over a period of four years with a term of 10 years. The co-CEOs and COO/CFO did not receive a stock option grant during 2009. In
connection with her promotion to Chief Operating Officer, on August 15, 2009, Ms. Collyns was granted 20,000 shares of restricted stock. Annual equity grants to employees (other than the co-CEOs and COO/CFO) are based on their job
level. Stock option grants to employees at the Senior Vice President level have been for 15,000 shares historically. Thus, in February 2009, each of Messrs. Beck and Rich received a stock option grant for 15,000 shares. Ms. Goldsmith-Grover
only received a stock option grant for 5,000 shares in February 2009, because she had been awarded a stock option grant for 15,000 shares in August 2008 in connection with her promotion to Chief Communications Officer.

Deferred Compensation Plan

The Company does not offer a 401(k) plan to executives because their participation could reduce the opportunity for other employees to
contribute based on standards for tax qualified plans. Instead, the Company maintains the California Pizza Kitchen Executive Deferred Compensation Plan, a nonqualified plan, pursuant to which eligible employees can elect to defer up to 100% of their
base salary and up to 100% of any cash bonuses. The Company makes a discretionary matching contribution on behalf of each participant at the same rate as the 401(k) plan (30 cents on the dollar up to six percent of compensation to the maximum 401(k)
dollar limit amount). A participant is always 100% vested in his or her deferral, and matching contributions vest over three years. The participant may select from among a number of investment alternatives for his or her deferrals, which are the
same investment alternatives for 401(k) participants. After annual discrimination testing is performed by the Companys third party benefits administrator, an eligible portion of the deferred amounts may wrap into the 401(k) plan.
In 2009, $28,644 was wrapped for the Named Executive Officers into the 401(k) plan. Amounts that are deferred in the Executive Deferred Compensation Plan are paid out based on the participants election upon termination of employment or, if
earlier, upon a termination of the plan under qualifying circumstances. A participant may request an earlier distribution in the event of an unforeseeable financial emergency or schedule an in-service distribution.

Other Benefits and Perquisites

The Named Executive Officers receive life insurance that is at an enhanced level compared to what is provided for other employees. The
Company pays the premium payments for these policies. The co-CEOs and the COO/CFO also receive long-term disability insurance under the Companys benefits program which is available to all eligible employees of the Company on the same basis.



12



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In addition to employee benefits available to all employees of the Company, under the terms
of their employment agreements the co-CEOs are eligible to receive a supplemental executive retirement benefit in an amount equal to $200,000 per year payable for the remainder of their lives. This program provides a competitive retirement benefit
and additional security to the co-CEOs and aids in their retention.

We also offer perquisites to our executives to attract
and retain top executive talent. The Company has entered into Time Sharing Agreements with our co-CEOs pursuant to which they can use and reimburse the Company for the incremental cost of their personal use of the Companys aircraft, according
to rules established by the Federal Aviation Administration. Since the co-CEOs reimburse the Company for each of their personal flights under the terms of their Time Sharing Agreements, under the SEC reporting rules the costs of such flights are not
considered perquisites reportable in the Summary Compensation Table. There was no personal use of the aircraft by other officers. In 2009, we also provided to certain of our executives a monthly car allowance.

For additional information, see the Summary Compensation Table on page 14.

Severance and Change in Control Benefits

The Company has entered into employment agreements with its co-CEOs and its COO/CFO. Each of the employment agreements provides for
certain payments and benefits upon a qualifying termination. These provisions are intended to promote stability and continuity of our senior management. More information concerning these employment agreements and the severance payments appears
herein under the caption Potential Payments Upon Termination or Change in Control.

In April 2010, the Company
entered into the California Pizza Kitchen, Inc. Severance Plan (Severance Plan). The Severance Plan sets forth the terms of severance benefits in the event of a qualifying termination for employees holding the title of Vice President or
above who are designated as participants by the Companys Board of Directors or Compensation Committee. The co-CEOs and COO/CFO do not participate in the Severance Plan as their severance benefits are provided under their employment agreements.
The Plan will become effective upon the consummation of a corporate transaction (as defined in the Plan) and will automatically terminate on the first anniversary of the date on which the Plan was adopted if no corporate transaction
occurs before that date. Under the Severance Plan, if a participants employment is terminated by the Company other than for cause or by the participant for good reason (each, as defined in the Plan) within twelve
(12) months following a corporate transaction, the participant will be entitled to receive, subject to the signing of a general release of any claims against the Company, (i) any unpaid compensation and benefits accrued prior to the date
of termination, (ii) a lump-sum payment equal to twelve (12) months base salary and (iii) if the Executive elects to receive COBRA benefits, a lump-sum payment equal to six (6) months of the monthly COBRA premium in effect
immediately prior to the date of termination. The Severance Plan also provides for customary confidentiality protections.

In
addition, in April 2010, the Company entered into amended and restated employment agreements with Messrs. Flax and Rosenfield, and amended the employment agreement with Ms. Collyns. The amended and restated employment agreements with Messrs.
Flax and Rosenfield, among other things, eliminated the provision entitling the executives to the payment of excise taxes on payments and benefits received upon a qualifying termination following a change in control, which is more reflective of
current compensation practices and trends. For additional information, see Narrative to Summary Compensation Table and Grants of Plan-Based Awards TableEmployment Agreements and Potential Payments Upon Termination or Change
in Control on pages 16 and 22, respectively.

Tax and Accounting Implications

The Company has considered the provisions of the Internal Revenue Code (the Code), as amended, and in particular
Section 162(m) of the Code, which restricts deductibility of executive compensation paid to certain of



13



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our executive officers at the end of any fiscal year to the extent such compensation exceeds $1,000,000 for any of such officers in any year and does not qualify for an exception under the
statute or regulations. In the future, the Committee will continue to evaluate the advisability of qualifying its executive compensation for deductibility of such compensation.

Summary Compensation Table

The following table sets forth summary information concerning the compensation awarded to, paid to or earned by each of our Named
Executive Officers for all services rendered in all capacities to us during the past three fiscal years.



|                                                                                                                 |      |      |   |           |         |          |   |                |   |                 |         |                                         |         |                                                                      |   |                          |         |       |         |         |   |        |        |   |           |          
|---------------------------------------------------------------------------------------------------------------- | ---- | ---- | - | --------- | ------- | -------- | - | -------------- | - | --------------- | ------- | --------------------------------------- | ------- | -------------------------------------------------------------------- | - | ------------------------ | ------- | ----- | ------- | ------- | - | ------ | ------ | - | --------- | ---------
|Name and Principal Position                                                                                      |      | Year |   | Salary(1) |         | Bonus(2) |   | StockAwards(3) |   | OptionAwards(4) |         | Non-EquityIncentive PlanCompensation(5) |         | Change inPension
ValueandNonqualifiedDeferredCompensationEarnings(6) |   | All OtherCompensation(7) |         | Total
|Larry S. Flax                                                                                                    |      | 2009 |   | $         | 600,000 |          | $ | 150,000        |   | $               |        |                                         | $       |                                                                     |   | $                        | 585,000 |       | $       | 236,515 |   | $      | 35,990 |   | $         | 1,607,505
|Co-Chief Executive Officer,
Co-Chairman of the Board and Co-President                                            |      | 2008 |   | $         | 600,000 |          | $ |               |   | $               |        |                                         | $       |                                                                     |   | $                        | 270,000 |       | $       | 209,316 |   | $      | 35,840 |   | $         | 1,115,156
|                                                                                                                 | 2007 |      | $ | 540,000   |         | $        |  |                | $ |                |         | $                                       |        |                                                                      | $ | 243,000                  |         | $     | 184,924 |         | $ | 44,880 |        | $ | 1,012,804
|                                                                                                                 |      |      |   |           |         |          |   |                |   |                 |         |                                         |         |                                                                      |   |                          |         |       |         |         |   |        |        |   |          
|                                                                                                                 |      |      |   |           |         |          |   |                |  
|Richard L. Rosenfield
Co-Chief Executive Officer,
Co-Chairman of the Board and Co-President                      |      | 2009 |   | $         | 600,000 |          | $ | 150,000        |   | $               |        |                                         | $       |                                                                     |   | $                        | 585,000 |       | $       | 163,763 |   | $      | 35,990 |   | $         | 1,534,753
|                                                                                                                 | 2008 |      | $ | 600,000   |         | $        |  |                | $ |                |         | $                                       |        |                                                                      | $ | 270,000                  |         | $     | 144,780 |         | $ | 35,840 |        | $ | 1,050,620
|                                                                                                                 | 2007 |      | $ | 540,000   |         | $        |  |                | $ |                |         | $                                       |        |                                                                      | $ | 243,000                  |         | $     | 127,909 |         | $ | 44,880 |        | $ | 955,789  
|                                                                                                                 |      |      |   |           |         |          |   |                |   |                 |         |                                         |         |                                                                      |   |                          |         |       |         |         |   |        |        |   |          
|                                                                                                                 |      |      |   |           |         |          |   |                |  
|Susan M. Collyns
Chief Operating Officer,
Chief Financial Officer and Executive Vice-President                   |      | 2009 |   | $         | 475,000 |          | $ | 118,750        |   | $               | 322,800 |                                         | $       |                                                                     |   | $                        | 452,438 |       | $       |        |   | $      | 25,259 |   | $         | 1,394,247
|                                                                                                                 | 2008 |      | $ | 388,000   |         | $        |  |                | $ |                |         | $                                       | 910,553 |                                                                      | $ | 130,950                  |         | $     |        |         | $ | 38,239 |        | $ | 1,467,742
|                                                                                                                 | 2007 |      | $ | 331,115   |         | $        |  |                | $ |                |         | $                                       | 302,868 |                                                                      | $ | 112,095                  |         | $     |        |         | $ | 32,557 |        | $ | 778,635  
|                                                                                                                 |      |      |   |           |         |          |   |                |   |                 |         |                                         |         |                                                                      |   |                          |         |       |         |         |   |        |        |   |          
|                                                                                                                 |      |      |   |           |         |          |   |                |  
|Thomas P. Beck                                                                                                   |      | 2009 |   | $         | 236,250 |          | $ | 29,531         |   | $               |        |                                         | $       | 68,826                                                               |   | $                        | 88,593  |       | $       |        |   | $      | 21,588 |   | $         | 444,789  
|Senior Vice-President, Construction                                                                              |      | 2008 |   | $         | 236,250 |          | $ |               |   | $               |        |                                         | $       | 70,043                                                               |   | $                        | 70,875  |       | $       |        |   | $      | 20,606 |   | $         | 397,774  
|                                                                                                                 | 2007 |      | $ | 225,000   |         | $        |  |                | $ |                |         | $                                       | 82,063  |                                                                      | $ | 67,500                   |         | $     |        |         | $ | 20,351 |        | $ | 394,914  
|                                                                                                                 |      |      |   |           |         |          |   |                |  
|Sarah A. Goldsmith-Grover
Chief Communications Officer and Senior Vice-President, Marketing and Public Relations |      | 2009 |   | $         | 230,000 |          | $ | 32,344         |   | $               |        |                                         | $       | 22,942                                                               |   | $                        | 97,032  |       | $       |        |   | $      | 25,094 |   | $         | 407,412  
|                                                                                                                 | 2008 |      | $ | 222,087   |         | $        |  |                | $ |                |         | $                                       | 141,077 |                                                                      | $ | 69,047                   |         | $     |        |         | $ | 20,576 |        | $ | 452,787  
|                                                                                                                 | 2007 |      | $ | 197,600   |         | $        |  |                | $ |                |         | $                                       | 82,063  |                                                                      | $ | 59,280                   |         | $     |        |         | $ | 19,943 |        | $ | 358,886  
|                                                                                                                 |      |      |   |           |         |          |   |                |   |                 |         |                                         |         |                                                                      |   |                          |         |       |         |         |   |        |        |   |          
|                                                                                                                 |      |      |   |           |         |          |   |                |  
|Steven E. Rich                                                                                                   |      | 2009 |   | $         | 215,000 |          | $ | 26,875         |   | $               |        |                                         | $       | 68,826                                                               |   | $                        | 80,625  |       | $       |        |   | $      | 26,148 |   | $         | 417,474  
|Senior Vice-President,
Real Estate                                                                               |      | 2008 |   | $         | 214,000 |          | $ |               |   | $               |        |                                         | $       | 35,357                                                               |   | $                        | 66,846  |       | $       |        |   | $      | 21,008 |   | $         | 337,211  
|                                                                                                                 | 2007 |      | $ | 130,769   |         | $        |  |                | $ |                |         | $                                       | 61,547  |                                                                      | $ | 30,288                   |         | $     |        |         | $ | 27,315 |        | $ | 249,919  



|(1) | Reflects base salary before pre-tax contributions and includes compensation deferred under our Nonqualified Deferred Compensation Plan. See the discussion of
contributions to these plans in Compensation Discussion and AnalysisDeferred Compensation Plan. The following amounts were deferred in 2009 into the Nonqualified Deferred Compensation Plan:
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                          |  |        |       
|------------------------- |  | ------ | ------
|Named Executive Officer   |  | Amount
|Larry S. Flax             |  | $      | 52,200
|Richard L. Rosenfield     |  | $      | 52,200
|Susan M. Collyns          |  | $      | 19,664
|Thomas P. Beck            |  | $      | 84,566
|Sarah A. Goldsmith-Grover |  | $      | 9,377 
|Steven E. Rich            |  | $      | 8,724 



|(2) | This amount represents the payment of bonuses to the executives for the first quarter of 2009 on a discretionary basis, based on the Committees evaluation of the
Companys financial performance for that quarter. For the first quarter, the Committee approved bonuses at 100% of quarterly salary for the co-CEOs and the COO/CFO and at 125% of the other Named Executive Officers quarterly target
bonuses.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | This amount represents the aggregate grant date fair value of restricted stock granted to our Named Executive Officers computed in accordance with Accounting Standards
Codification (ASC) Topic 718, CompensationStock Compensation. Assumptions used in the calculation of this amount for 2009 are included in Note 12 to the Companys audited financial statements in our 2009 Annual Report
on Form 10-K.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | These amounts represent the aggregate grant date fair value of stock options granted to our Named Executive Officers computed in accordance with ASC Topic 718.
Assumptions used in the calculation of this amount for 2009 and prior year grants are included in Note 12 to the Companys audited financial statements in our 2009 Annual Report on Form 10-K.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | The amounts shown in this column represent cash bonus payments under our Executive Bonus Plan for the second through fourth quarters of 2009. See Compensation
Discussion and AnalysisNon Equity Incentive Compensation for further discussion of this plan and payments.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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|(6) | These amounts represent the change in actuarial present value of the Named Executive Officers accumulated benefit under the supplemental executive retirement
program. We do not pay any preferential or above-market earnings on our Nonqualified Deferred Compensation Plan.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | All Other Compensation includes the amounts of other compensation, including perquisites, paid to or on behalf of our Named Executive Officers during 2009,
as shown in the table below. Perquisites and other personal benefits are valued based on the aggregate incremental cost to us. In 2009, family members of the co-CEOs and Ms. Goldsmith-Grover traveled with them on the Companys personal aircraft
with no incremental cost to the Company.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                          |  |      |  |               |        |                                                    |   |                       |  |                             |       |                            |   |        |  |   |       
|------------------------- |  | ---- |  | ------------- | ------ | -------------------------------------------------- | - | --------------------- |  | --------------------------- | ----- | -------------------------- | - | ------ |  | - | ------
|Named Executive Officer   |  | Year |  | AutoAllowance |        | Employer Match ofNon-QualifiedDeferredCompensation |   | LifeInsurancePremiums |  | CashPayoutofAccruedVacation |       | Total AllOtherCompensation
|Larry S. Flax             |  | 2009 |  | $             | 29,000 |                                                    | $ | 4,650                 |  | $                           | 2,340 |                            | $ |       |  | $ | 35,990
|Richard L. Rosenfield     |  | 2009 |  | $             | 29,000 |                                                    | $ | 4,650                 |  | $                           | 2,340 |                            | $ |       |  | $ | 35,990
|Susan M. Collyns          |  | 2009 |  | $             | 0      |                                                    | $ | 4,650                 |  | $                           | 2,340 |                            | $ | 18,269 |  | $ | 25,259
|Thomas P. Beck            |  | 2009 |  | $             | 15,000 |                                                    | $ | 4,248                 |  | $                           | 2,340 |                            | $ |       |  | $ | 21,588
|Sarah A. Goldsmith-Grover |  | 2009 |  | $             | 15,000 |                                                    | $ | 3,331                 |  | $                           | 2,340 |                            | $ | 4,423  |  | $ | 25,094
|Steven E. Rich            |  | 2009 |  | $             | 15,000 |                                                    | $ | 3,156                 |  | $                           | 1,790 |                            | $ | 6,202  |  | $ | 26,148

Grants of Plan-Based Awards

The following table sets forth summary information regarding all grants of plan-based awards made to our Named Executive
Officers for the year ended January 3, 2010.



|                          |  |               |  |                                                                   |        |                                                       |   |                                                                |  |                                        |           |                                                |        |  |        |  |   |       |  |   |        
|------------------------- |  | ------------- |  | ----------------------------------------------------------------- | ------ | ----------------------------------------------------- | - | -------------------------------------------------------------- |  | -------------------------------------- | --------- | ---------------------------------------------- | ------ |  | ------ |  | - | ----- |  | - | -------
|Name                      |  | GrantDate (1) |  | Estimated Future Payouts UnderNon-Equity Incentive PlanAwards (2) |        | AllOtherStockAwards:NumberofSharesof
Stockor Units(3) |   | All OtherOptionAwards:Number
ofSecuritiesUnderlyingOptions (4) |  | Exerciseor BasePrice
ofOptionAwards(5) |           | GrantDate FairValue ofStock
andOptionAwards(6)
|                          |  | Threshold     |  | Target                                                            |        | Maximum                                               |   |                                                                |  |                                       
|Larry S. Flax             |  | 4/17/2009     |  | $                                                                 | 45,000 |                                                       | $ | 360,000                                                        |  | $                                      | 1,200,000 |                                                |       |  |       |  | $ |      |  | $ |       
|Richard L. Rosenfield     |  | 4/17/2009     |  | $                                                                 | 45,000 |                                                       | $ | 360,000                                                        |  | $                                      | 1,200,000 |                                                |       |  |       |  | $ |      |  | $ |       
|Susan M. Collyns          |  | 4/17/2009     |  | $                                                                 | 35,625 |                                                       | $ | 237,500                                                        |  | $                                      | 950,000   |                                                |       |  |       |  | $ |      |  | $ |       
|                          |  | 8/5/2009      |  | $                                                                 |       |                                                       | $ |                                                               |  | $                                      |          |                                                | 20,000 |  |       |  | $ |      |  | $ | 322,800
|Thomas P. Beck            |  | 2/18/2009     |  | $                                                                 |       |                                                       | $ |                                                               |  | $                                      |          |                                                |       |  | 15,000 |  | $ | 11.00 |  | $ | 68,826 
|                          |  | 4/17/2009     |  | $                                                                 | 11,813 |                                                       | $ | 94,500                                                         |  | $                                      | 118,125   |                                                |       |  |       |  | $ |      |  | $ |       
|Sarah A. Goldsmith-Grover |  | 2/18/2009     |  | $                                                                 |       |                                                       | $ |                                                               |  | $                                      |          |                                                |       |  | 5,000  |  | $ | 11.00 |  | $ | 22,942 
|                          |  | 4/17/2009     |  | $                                                                 | 12,938 |                                                       | $ | 103,500                                                        |  | $                                      | 129,375   |                                                |       |  |       |  | $ |      |  | $ |       
|Steven E. Rich            |  | 2/18/2009     |  | $                                                                 |       |                                                       | $ |                                                               |  | $                                      |          |                                                |       |  | 15,000 |  | $ | 11.00 |  | $ | 68,826 
|                          |  | 4/17/2009     |  | $                                                                 | 10,750 |                                                       | $ | 86,000                                                         |  | $                                      | 107,500   |                                                |       |  |       |  | $ |      |  | $ |       



|(1) | Reflects the date on which the grant was approved by the Board of Directors or Compensation Committee.
|--- | ------------------------------------------------------------------------------------------------------

|(2) | Amounts shown in these columns represent each Named Executive Officers incentive bonus opportunity under our bonus programs for 2009. The co-CEOs
and COO/CFO participated in the 2009 Quarterly Executive Bonus Plan Target Program which covered the last three quarters of 2009. For each of the second, third and fourth quarters, the participants were eligible to receive one-fourth of their annual
target bonus opportunity based on the Companys actual performance relative to pre-established quarterly Adjusted EBITDA targets. The Target amounts shown in the table above are the annual target bonus opportunities. The Program
only covered the last three quarters of 2009. Quarterly bonus payouts could range from 30% to 100% of the executives quarterly base salary, even though the co-CEOs and the COO/CFO had a contractual 200% maximum potential. Thus, in addition to
the quarterly payouts, the participants were eligible to receive an additional catch-up bonus payout based on the Companys performance relative to an aggregate Adjusted EBITDA target for the last three quarters of 2009. If the
bonus earned based on our actual performance for Q2-Q4 relative to the aggregate Adjusted EBITDA target for Q2-Q4 was greater
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



15



---

##### Table of Contents

| | than the sum of the participants quarterly payouts, the participants would receive this difference as a catch-up bonus payout. As a result, the Threshold payout for
the Messrs. Flax and Rosenfield and Ms. Collyns in 2009 was an amount equal to 30% of each executives quarterly base salary while the Maximum payouts were equal to 200% of their annual base salary. The other Named Executive
Officers bonus payouts were based on generally the same quarterly Adjusted EBITDA targets. For each of the second, third and fourth quarters, they were eligible to receive one-fourth of their annual target bonus opportunity based on the
Companys actual performance relative to the quarterly Adjusted EBITDA targets. Quarterly bonus payouts could range from 50% to 125% of the executives target bonuses (as a percentage of quarterly base salary). As a result, the
Threshold payouts for the other Named Executive Officers were equal to 50% of their quarterly target bonus opportunities while the Maximum payouts (annualized for 2009) for the other Named Executive Officers were equal to
125% of their annual target bonus opportunities.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Represents restricted stock granted in 2009. This stock vested in full on December 31, 2009.
|--- | --------------------------------------------------------------------------------------------

|(4) | Represents stock options granted in 2009. These options vest in eight semi-annual installments beginning on the date of grant and expire ten years from the date of
grant.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Stock options are granted with an exercise price equal to the closing price of the Companys stock on the grant date.
|--- | ---------------------------------------------------------------------------------------------------------------------

|(6) | Reflects the full grant date fair value of options and restricted stock granted in 2009 as determined in accordance with ASC Topic 718. Assumptions used in the
calculation of this amount are included in Note 12 to the Companys audited financial statements in our 2009 Annual Report on Form 10-K.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Narrative Disclosure to Summary Compensation Table and Grants of Plan-Based Awards Table

We have entered into employment agreements with Messrs. Flax and Rosenfield and Ms. Collyns. The principal elements of these
employment agreements are summarized below. Neither Thomas P. Beck, Sarah A. Goldsmith-Grover nor Steven E. Rich is a party to an employment agreement with the Company. Each of the employment agreements provides that the executive will continue to
be bound to comply with post-employment covenants to protect our confidential information and to not solicit our employees.

Under the employment agreements, in the event of a qualifying termination, the executive will be entitled to certain payments and
benefits, as described under Potential Payments Upon Termination or Change in Control below.

Employment Agreements

Messrs. Flax and Rosenfield

In April 2005, we entered into, and in December 2008 we amended and restated, employment agreements with Larry S. Flax and Richard L.
Rosenfield to serve as co-CEOs. The term of the employment agreements expired on December 31, 2009, subject to automatic one-year extensions. Pursuant to the terms of Messrs. Flaxs and Rosenfields employment agreements, we
would use our reasonable best efforts to cause them to be nominated to the Board of Directors and continue to be named co-Chairmen of the Board during the term of the employment agreements. These agreements were further amended and restated in April
2010, as described more fully below under 2010 Amendments to Employment Agreements.

Under the December 2008
amended and restated employment agreements, Messrs. Flax and Rosenfield would each receive a base salary of $500,000 per year, subject to discretionary annual increases from the Board of Directors. Annual bonuses for each co-CEO are based upon
our attainment of specified financial targets and, upon such attainment, would fall within a range of 30% to 200% of the co-CEOs base salary, with a target of 60% of base salary. Messrs. Flax and Rosenfield would each be entitled to a
supplemental retirement benefit in an amount equal to $200,000 per year payable for his life, subject to certain reductions if the executive terminates employment prior to age 70.



16



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##### Table of Contents

Pursuant to the original employment agreements, on April 11, 2005, each of
Messrs. Flax and Rosenfield were each granted options (the Options) to acquire 450,000 shares of Common Stock, which vest and become exercisable as to 20% of the grant on the third anniversary of the grant date and thereafter as to
an additional 10% of the original grant on each quarterly anniversary until fully vested and exercisable at the end of the fifth anniversary of the grant date. In addition, on January 11, 2006, the co-CEOs were each granted 105,000 shares of
restricted stock. The awards vest as to 18,750 shares on the first anniversary of the grant date and thereafter an additional 4,687 shares of restricted stock subject to the award vests on each quarterly anniversary until and including the fourth
anniversary of the grant date. The awards vest as to 15,000 shares of restricted stock subject to the awards on the earlier of (i) the fifth anniversary of the grant date and (ii) the last day of the first 30-day period following the grant
date during which the average closing price of the Company Common Stock exceeds $23.33 per share. The awards vest as to the remaining 15,000 shares of restricted stock subject to the awards on the earlier of (i) the fifth anniversary of the
grant date and (ii) the last day of the first 30-day period following the grant date during which the average closing price of the Company Common Stock exceeds $26.67 per share.

Susan M. Collyns

In April 2005, we entered into, and in August 2009 we amended and restated, an employment agreement with Susan M. Collyns to serve as
Senior Vice President, Finance, Chief Financial Officer and Chief Operating Officer. The initial term of the employment agreement expired on December 31, 2009, and was subject to automatic one-year extensions. Under the employment agreement,
Ms. Collyns would receive a base salary of $475,000 per year, effective as of January 5, 2009, subject to discretionary annual increases from the compensation committee. Annual bonuses for Ms. Collyns were based upon our attainment of
specified financial targets and, upon such attainment, would fall within a range of 30% to 200% of her base salary, with a target of 45% of base salary (which was later modified to 50% of base salary). Ms. Collyns employment agreement was
further amended in April 2010 as described below under 2010 Amendments to Employment Agreements.

In connection
with entering into the August 2009 amended and restated agreement, Ms. Collyns received a grant of 20,000 shares of our restricted stock, which vested in full on December 31, 2009. In addition, the amended and restated agreement provided
that upon entering into a new or amended agreement, Ms. Collyns would be entitled to receive a grant of 60,000 shares of our restricted stock, to vest in equal one-third installments on December 31 of each of 2010, 2011 and 2012.

2010 Amendments to Employment Agreements

In April 2010 we entered into second amended and restated employment agreements with Messrs. Flax and Rosenfield and amended
Ms. Collyns amended and restated agreement.

The second amended and restated employment agreements with Messrs.
Flax and Rosenfield provide for the following material changes:



| |  |  | Extension of the term of the second amended and restated employment agreements through December 31, 2012, subject to automatic one-year renewals
commencing on December 31, 2010 and on each subsequent anniversary thereafter, unless earlier terminated;
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Revisions to the executives compensatory package, including an increase in annual base salary to $679,000, an increase in the executives
annual target bonus to seventy-five percent (75%) of annual base salary and elimination of the executives minimum and maximum annual bonus, and elimination of an automobile allowance and reimbursement for membership dues;
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A grant of 80,000 shares of restricted common stock, vesting in equal annual installments on each of the first, second and third anniversaries of the
grant date;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | Beginning in 2011 the executives will be entitled to receive annual equity or other long-term incentive awards having a grant date value equal to
$1,000,000, subject to such vesting requirements as the
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



17



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| | Compensation Committee may determine in its discretion, but not to exceed three years for time-based vesting awards; and
| | ------------------------------------------------------------------------------------------------------------------------



| |  |  | Revisions to the supplemental retirement benefit to provide the benefit will be reduced if the executive voluntarily terminates without good reason or
is terminated for cause prior to the calendar year 2012.
| | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The second amended and restated employment
agreements also amended certain provisions relating to payments upon a qualifying termination. For additional information, see Potential Payments Upon Termination or Change in Control on page 22.

The amendment to Ms. Collyns amended and restated agreement provides for the following amendments:



| |  |  | An initial employment term commencing January 4, 2010 and ending December 31, 2012, subject to automatic one-year renewals, unless earlier
terminated;
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | An increase in Ms. Collyns annual target bonus to at least fifty percent (50%) of her base salary and elimination of
Ms. Collyns minimum and maximum annual bonus; and
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | A grant to Ms. Collyns of 60,000 shares of restricted stock, vesting in equal annual installments on December 31 of each of 2010, 2011, and
2012.
| | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------



18



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##### Table of Contents

Outstanding Equity Awards at Fiscal Year End

The following table summarizes the number of shares of common stock underlying outstanding option and stock awards for each of our Named
Executive Officers as of January 3, 2010.



|                          |                                                                |               |                                                                      |              |                         |   |                      |  |                                                            |  |                                                               |  |   |        
|------------------------- | -------------------------------------------------------------- | ------------- | -------------------------------------------------------------------- | ------------ | ----------------------- | - | -------------------- |  | ---------------------------------------------------------- |  | ------------------------------------------------------------- |  | - | -------
|Name                      |                                                                | Option Awards |                                                                      | Stock Awards
|                          | Number ofSecuritiesUnderlyingUnexercisedOptions (#)Exercisable |               | Number
ofSecuritiesUnderlyingUnexercised
Options (#)Unexercisable(1) |              | OptionExercise Price($) |   | OptionExpirationDate |  | Number ofShares orUnits of StockThat Have NotVested (#)(2) |  | Market Value ofShares orUnits of StockThat Have NotVested
($)
|Larry S. Flax             |                                                                | 150,000       |                                                                      |             |                         | $ | 12.63                |  | 3/3/2014                                                   |  |                                                               |  |   |        
|                          |                                                                | 450,000       |                                                                      |             |                         | $ | 15.74                |  | 12/29/2014                                                 |  |                                                               |  |   |        
|                          |                                                                | 360,000       |                                                                      | 90,000       |                         | $ | 15.52                |  | 4/11/2015                                                  |  |                                                               |  |   |        
|                          |                                                                |               |                                                                      |              |                         |   |                      |  |                                                            |  | 19,688                                                        |  | $ | 264,804
|                          |                                                                |               |                                                                      |              |                         |  
|Richard L. Rosenfield     |                                                                | 150,000       |                                                                      |             |                         | $ | 12.63                |  | 3/3/2014                                                   |  |                                                               |  |   |        
|                          |                                                                | 450,000       |                                                                      |             |                         | $ | 15.74                |  | 12/29/2014                                                 |  |                                                               |  |   |        
|                          |                                                                | 360,000       |                                                                      | 90,000       |                         | $ | 15.52                |  | 4/11/2015                                                  |  |                                                               |  |   |        
|                          |                                                                |               |                                                                      |              |                         |   |                      |  |                                                            |  | 19,688                                                        |  | $ | 264,804
|                          |                                                                |               |                                                                      |              |                         |  
|Susan M. Collyns          |                                                                | 5,625         |                                                                      |             |                         | $ | 13.31                |  | 1/18/2012                                                  |  |                                                               |  |   |        
|                          |                                                                | 7,500         |                                                                      |             |                         | $ | 14.94                |  | 1/21/2013                                                  |  |                                                               |  |   |        
|                          |                                                                | 150,000       |                                                                      |             |                         | $ | 16.34                |  | 4/21/2015                                                  |  |                                                               |  |   |        
|                          |                                                                | 45,937        |                                                                      | 6,563        |                         | $ | 20.23                |  | 2/15/2016                                                  |  |                                                               |  |   |        
|                          |                                                                | 28,125        |                                                                      | 16,875       |                         | $ | 22.41                |  | 2/21/2017                                                  |  |                                                               |  |   |        
|                          |                                                                | 66,875        |                                                                      | 128,125      |                         | $ | 14.66                |  | 2/20/2018                                                  |  |                                                               |  |   |        
|                          |                                                                |               |                                                                      |              |                         |  
|Thomas P. Beck            |                                                                | 52,500        |                                                                      |             |                         | $ | 12.11                |  | 11/10/2013                                                 |  |                                                               |  |   |        
|                          |                                                                | 30,000        |                                                                      |             |                         | $ | 16.00                |  | 2/23/2015                                                  |  |                                                               |  |   |        
|                          |                                                                | 26,250        |                                                                      | 3,750        |                         | $ | 20.23                |  | 2/15/2016                                                  |  |                                                               |  |   |        
|                          |                                                                | 7,500         |                                                                      | 7,500        |                         | $ | 18.47                |  | 8/14/2017                                                  |  |                                                               |  |   |        
|                          |                                                                | 5,625         |                                                                      | 9,375        |                         | $ | 14.66                |  | 2/20/2018                                                  |  |                                                               |  |   |        
|                          |                                                                | 1,875         |                                                                      | 13,125       |                         | $ | 11.00                |  | 2/18/2019                                                  |  |                                                               |  |   |        
|                          |                                                                |               |                                                                      |              |                         |  
|Sarah A. Goldsmith-Grover |                                                                | 37,500        |                                                                      |             |                         | $ | 14.67                |  | 1/8/2011                                                   |  |                                                               |  |   |        
|                          |                                                                | 30,000        |                                                                      |             |                         | $ | 14.94                |  | 1/21/2013                                                  |  |                                                               |  |   |        
|                          |                                                                | 30,000        |                                                                      |             |                         | $ | 16.00                |  | 2/23/2015                                                  |  |                                                               |  |   |        
|                          |                                                                | 26,250        |                                                                      | 3,750        |                         | $ | 20.23                |  | 2/15/2016                                                  |  |                                                               |  |   |        
|                          |                                                                | 7,500         |                                                                      | 7,500        |                         | $ | 18.47                |  | 8/14/2017                                                  |  |                                                               |  |   |        
|                          |                                                                | 5,625         |                                                                      | 9,375        |                         | $ | 14.66                |  | 2/20/2018                                                  |  |                                                               |  |   |        
|                          |                                                                | 3,750         |                                                                      | 11,250       |                         | $ | 14.68                |  | 8/13/2018                                                  |  |                                                               |  |   |        
|                          |                                                                | 625           |                                                                      | 4,375        |                         | $ | 11.00                |  | 2/18/2019                                                  |  |                                                               |  |   |        
|                          |                                                                |               |                                                                      |              |                         |  
|Steven E. Rich            |                                                                | 5,625         |                                                                      | 5,625        |                         | $ | 18.47                |  | 8/14/2017                                                  |  |                                                               |  |   |        
|                          |                                                                | 2,839         |                                                                      | 4,733        |                         | $ | 14.66                |  | 2/20/2018                                                  |  |                                                               |  |   |        
|                          |                                                                | 1,875         |                                                                      | 13,125       |                         | $ | 11.00                |  | 2/18/2019                                                  |  |                                                               |  |   |        



19



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##### Table of Contents



|(1) | The following table provides information with respect to our Named Executive Officers unexercisable stock options as of the year ended January 3, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------



|             |              |               |                      |        |                 |         |               |        |                          |        |               |       
|------------ | ------------ | ------------- | -------------------- | ------ | --------------- | ------- | ------------- | ------ | ------------------------ | ------ | ------------- | ------
|Vesting Date |              | Stock Options
|             | Larry S.Flax |               | Richard L.Rosenfield |        | Susan M.Collyns |         | Thomas P.Beck |        | Sarah A.Goldsmith-Grover |        | Steven E.Rich
|1/11/2010    |              | 45,000        |                      | 45,000 |                 |        |               |       |                          |       |               |      
|2/13/2010    |              |              |                      |       |                 |        |               |       |                          | 1,875  |               |      
|2/14/2010    |              |              |                      |       |                 |        |               | 1,875  |                          | 1,875  |               | 1,406 
|2/15/2010    |              |              |                      |       |                 | 6,563   |               | 3,750  |                          | 3,750  |               |      
|2/18/2010    |              |              |                      |       |                 |        |               | 1,875  |                          | 625    |               | 1,875 
|2/20/2010    |              |              |                      |       |                 | 55,625  |               | 1,875  |                          | 1,875  |               | 947   
|2/21/2010    |              |              |                      |       |                 | 5,625   |               |       |                          |       |               |      
|4/11/2010    |              | 45,000        |                      | 45,000 |                 |        |               |       |                          |       |               |      
|8/13/2010    |              |              |                      |       |                 |        |               |       |                          | 1,875  |               |      
|8/14/2010    |              |              |                      |       |                 |        |               | 1,875  |                          | 1,875  |               | 1,406 
|8/18/2010    |              |              |                      |       |                 |        |               | 1,875  |                          | 625    |               | 1,875 
|8/20/2010    |              |              |                      |       |                 | 5,625   |               | 1,875  |                          | 1,875  |               | 946   
|8/21/2010    |              |              |                      |       |                 | 5,625   |               |       |                          |       |               |      
|2/13/2011    |              |              |                      |       |                 |        |               |       |                          | 1,875  |               |      
|2/14/2011    |              |              |                      |       |                 |        |               | 1,875  |                          | 1,875  |               | 1,406 
|2/18/2011    |              |              |                      |       |                 |        |               | 1,875  |                          | 625    |               | 1,875 
|2/20/2011    |              |              |                      |       |                 | 55,625  |               | 1,875  |                          | 1,875  |               | 947   
|2/21/2011    |              |              |                      |       |                 | 5,625   |               |       |                          |       |               |      
|8/13/2011    |              |              |                      |       |                 |        |               |       |                          | 1,875  |               |      
|8/14/2011    |              |              |                      |       |                 |        |               | 1,875  |                          | 1,875  |               | 1,407 
|8/18/2011    |              |              |                      |       |                 |        |               | 1,875  |                          | 625    |               | 1,875 
|8/20/2011    |              |              |                      |       |                 | 5,625   |               | 1,875  |                          | 1,875  |               | 946   
|2/13/2012    |              |              |                      |       |                 |        |               |       |                          | 1,875  |               |      
|2/18/2012    |              |              |                      |       |                 |        |               | 1,875  |                          | 625    |               | 1,875 
|2/20/2012    |              |              |                      |       |                 | 5,625   |               | 1,875  |                          | 1,875  |               | 947   
|8/13/2012    |              |              |                      |       |                 |        |               |       |                          | 1,875  |               |      
|8/18/2012    |              |              |                      |       |                 |        |               | 1,875  |                          | 625    |               | 1,875 
|2/18/2013    |              |              |                      |       |                 |        |               | 1,875  |                          | 625    |               | 1,875 
|             |              |               |                      |        |                 |         |               |        |                          |        |               |       
|Total        |              | 90,000        |                      | 90,000 |                 | 151,563 |               | 33,750 |                          | 36,250 |               | 23,483
|             |              |               |                      |        |                 |         |               |        |                          |        |               |       



|(2) | Pursuant to Larry S. Flaxs and Richard L. Rosenfields employment agreements, the 105,000 shares of restricted stock issued to each of them on
January 11, 2006 vest as follows: 18,750 shares of restricted stock will vest on the first anniversary of the grant date and thereafter an additional 4,687 shares of restricted stock subject to the award shall vest on each quarterly anniversary
until and including the fourth anniversary of the grant date. The award shall vest as to 15,000 shares of restricted stock subject to the award on the earlier of (i) the fifth anniversary of the grant date and (ii) the last day of the
first 30-day period following the Effective Date during which the average closing price of the Company Common Stock exceeds $23.33 per share. The award shall vest as to the remaining 15,000 shares of restricted stock subject to the award on the
earlier of (i) the fifth anniversary of the grant date and (ii) the last day of the first 30-day period following the Effective Date during which the average closing price of the Company Common Stock exceeds $26.67 per share.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



20



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Option Exercises and Vested Stock

The following table summarizes stock option exercises by and vesting of stock applicable to our Named Executive Officers during the year
ended January 3, 2010.



|                          |                                    |               |                           |              |                                   |  |                         |  |   |        
|------------------------- | ---------------------------------- | ------------- | ------------------------- | ------------ | --------------------------------- |  | ----------------------- |  | - | -------
|Name                      |                                    | Option Awards |                           | Stock Awards
|                          | Number ofSharesAcquired onExercise |               | Value Realizedon Exercise |              | Number ofSharesAcquired onVesting |  | ValueRealizedon Vesting
|Larry S. Flax             |                                    |              |                           | $            |                                  |  | 18,750                  |  | $ | 256,168
|Richard L. Rosenfield     |                                    |              |                           | $            |                                  |  | 18,750                  |  | $ | 256,168
|Susan M. Collyns          |                                    | 52,500        |                           | $            | 225,876                           |  | 20,000                  |  | $ | 269,000
|Thomas P. Beck            |                                    |              |                           | $            |                                  |  |                        |  | $ |       
|Sarah A. Goldsmith-Grover |                                    | 37,500        |                           | $            | 155,168                           |  |                        |  | $ |       
|Steven E. Rich            |                                    |              |                           | $            |                                  |  |                        |  | $ |       

Pension
Benefits

The table below sets forth summary information regarding pension benefits for the Named Executive Officers.



|                      |  |                                  |  |                                   |     |  |                                          |         |                                  |   |  
|--------------------- |  | -------------------------------- |  | --------------------------------- | --- |  | ---------------------------------------- | ------- | -------------------------------- | - | -
|Name                  |  | Plan Name                        |  | Number ofYearsCreditedService (#) |     |  | PresentValue ofAccumulatedBenefit ($)(2) |         | PaymentsDuringLastFiscalYear ($)
|Larry S. Flax         |  | Supplemental retirement benefit, |  | N/A                               | (1) |  | $                                        | 936,415 |                                  | $ | 0
|                      |  | per employment agreement         |  |                                   |     |  |                                          |         |                                  |   |  
|                      |  |                                  |  |                                  
|Richard L. Rosenfield |  | Supplemental retirement benefit, |  | N/A                               | (1) |  | $                                        | 647,873 |                                  | $ | 0
|                      |  | per employment agreement         |  |                                   |     |  |                                          |         |                                  |   |  



|(1) | SERP benefits are not calculated using a service-based formula.
|--- | ---------------------------------------------------------------

|(2) | The amounts reported in the table above equal the present value of the accumulated benefit at January 3, 2010 using the following assumptions: normal retirement
age of 70; discount rate of 7%; RP2000 mortality table with improvements to 2025; life annuity as normal form of payment.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The Company maintains an unfunded, non-qualified, noncontributory, supplemental executive retirement program (SERP) that
provides the co-CEOs with defined supplemental retirement benefits. Messrs. Flax and Rosenfield are each eligible for a supplemental retirement benefit payable for their life in an amount equal to $200,000 per year. If the executive voluntarily
terminates employment without good reason or is terminated for cause prior to age 70, this amount shall be reduced by a percentage equal to the product of (i) 15% and (ii) the lesser of (x) the number of full or partial calendar years
remaining until the calendar year in which the executive attains age 70 or (y) five less the Contribution Offset, as defined in each executives employment agreement.

Nonqualified Deferred Compensation

The following table sets forth summary information regarding contributions to and account balances under our Executive Deferred
Compensation Plan for and as of the year ended January 3, 2010. Under the plan, participants may defer up to 100% of base salary and 100% of cash bonuses. After annual discrimination testing is performed by the Companys third party
benefit administrator, an eligible portion of the annual deferrals may wrap into the Companys 401(k) plan. In 2009, $28,644 was deferred under the plan to the Companys 401(k) plan for the Named Executive Officers. An
executive must make an irrevocable election prior to each plan year, therefore changing or stopping an elected annual deferral amount while remaining a participant is prohibited. Amounts that are deferred in the Executive Deferred Compensation Plan
are paid out based on the participants



21



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election upon termination of employment or, if earlier, upon a termination of the plan under qualifying circumstances. A participant may request an earlier distribution in the event of an
unforeseeable financial emergency.



|                          |  |                                   |        |                                 |   |                          |  |                                       |        |  |                                   |         |   |  |   |        
|------------------------- |  | --------------------------------- | ------ | ------------------------------- | - | ------------------------ |  | ------------------------------------- | ------ |  | --------------------------------- | ------- | - |  | - | -------
|Name                      |  | ExecutiveContributionsin 2009 (1) |        | CompanyContributionsin 2009 (2) |   | AggregateEarningsin 2009 |  | AggregateWithdrawals/Distributions(3) |        |  | AggregateBalance atJanuary 3,2010
|Larry S. Flax             |  | $                                 | 52,200 |                                 | $ | 4,650                    |  | $                                     | 63,077 |  | $                                 | (5,161  | ) |  | $ | 269,461
|Richard L. Rosenfield     |  | $                                 | 52,200 |                                 | $ | 4,650                    |  | $                                     | 62,899 |  | $                                 | (5,161  | ) |  | $ | 268,821
|Susan M. Collyns          |  | $                                 | 19,664 |                                 | $ | 4,650                    |  | $                                     | 36,045 |  | $                                 | (161    | ) |  | $ | 141,116
|Thomas P. Beck            |  | $                                 | 84,566 |                                 | $ | 4,248                    |  | $                                     | 50,984 |  | $                                 | (5,161  | ) |  | $ | 184,475
|Sarah A. Goldsmith-Grover |  | $                                 | 9,377  |                                 | $ | 3,331                    |  | $                                     | 43,708 |  | $                                 | (161    | ) |  | $ | 188,848
|Steven E. Rich            |  | $                                 | 8,724  |                                 | $ | 3,156                    |  | $                                     | 732    |  | $                                 | (12,840 | ) |  | $ | 15,665 



|(1) | These amounts are included in the Summary Compensation table in the Salary column.
|--- | ------------------------------------------------------------------------------------

|(2) | These amounts are included in the Summary Compensation table in the All Other Compensation column.
|--- | ----------------------------------------------------------------------------------------------------

|(3) | Represents amount that was wrapped to the Companys 401(k) plan.
|--- | ----------------------------------------------------------------

The following table illustrates the investment funds along with their rates of returns for 2009 under The Executive Deferred Compensation
Plan:



|                                          |  |                |  
|----------------------------------------- |  | -------------- | -
|Name of Investment Option                 |  | Rate of Return |  
|American Funds IS International           |  | 43.07          | %
|AllianceBernstein VPS International Value |  | 34.68          | %
|Lincoln VIP Small Cap Index               |  | 26.02          | %
|Delaware VIP Small Cap Value              |  | 31.83          | %
|AllianceBernstein VPS Small/Mid Cap Value |  | 42.86          | %
|Fidelity VIP Mid Cap                      |  | 40.01          | %
|American Funds IS Growth                  |  | 39.41          | %
|Lincoln VIP S&P 500 Index                 |  | 26.11          | %
|Lincoln VIP MFS Value                     |  | 20.96          | %
|American Century VP Inflation Protection  |  | 10.21          | %
|Lincoln VIP Delaware Bond                 |  | 18.90          | %
|Lincoln VIP Money Market                  |  | 0.30           | %
|Model Portfolio - Conservative            |  | 15.97          | %
|Model Portfolio - Moderate / Conservative |  | 22.14          | %
|Model Portfolio - Moderate                |  | 27.14          | %
|Model Portfolio - Moderate / Aggressive   |  | 30.55          | %
|Model Portfolio - Aggressive              |  | 34.27          | %

Potential Payments Upon
Termination or Change of Control

As discussed above, Messrs. Flax and Rosenfield and Ms. Collyns have entered into
employment agreements with the Company that provide benefits upon termination of their employment in certain circumstances. Thomas P. Beck, Sarah A. Goldsmith-Grover and Steven E. Rich are not party to an employment agreement with the Company.
Accordingly, the Company will have no obligation to them upon termination, except to the extent they are otherwise entitled to any accrued but unpaid salary, bonus, benefits or insurance coverage in accordance with applicable law.

Messrs. Flax and Rosenfield

Under the December 2008 amended and restated employment agreement (which were further amended and restated in April 2010, as more fully
described below), in the event we did not extend the term of employment, and, as a result, the term expires prior to the calendar year in which a co-CEO attains age 70, he (or his estate in the event he dies after his termination, as applicable) was
entitled to the following: (i) a lump sum amount equal



22



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to the sum of base salary and target bonus; (ii) full vesting and immediate exercisability of any unvested options and immediate lapse of any restrictions on restricted stock;
(iii) extension of the post-termination exercise period with respect to any stock option until the earlier of (x) the last day of the three-year period following the termination of employment or (y) expiration date of such option
according to its terms; and (iv) continuation of health insurance benefits consistent with those provided by us to our senior executives. In the event (i) such extension of the term does not occur, and, as a result, the term expires after
the commencement of the calendar year in which the executive attains age 70, or (ii) the employment of Messrs. Flax or Rosenfield is terminated by us other than for disability or cause or by the executive for
good reason after the commencement of the calendar year in which the executive attains age 70, the executive (or his estate in the event he dies after his termination, as applicable) was entitled to the benefits described above, except
that he was not entitled to the sum of base salary and target bonus and his continuation of health insurance benefits would end on the later of eighteen months after the termination date and the last day of the employment term (as determined without
regard to the termination of employment).

In the event the employment of Messrs. Flax or Rosenfield is terminated by us
other than for disability or cause or by the executive for good reason prior to the calendar year in which the executive attains age 70, or if such termination occurs within two years following a change of
control, the executive (or his estate in the event he dies after his termination, as applicable) would be entitled to the same benefits as if we did not extend the term of the employment and, as a result, the term expires prior to the calendar
year in which the executive attains age 70, provided that the executive will be entitled to an amount equal to two times the sum of base salary and target bonus and his continuation of health insurance benefits will end on the date that is two years
following the date of termination.

In the event the employment of Messrs. Flax or Rosenfield was terminated by us as a
result of the death or disability of Messrs. Flax or Rosenfield, the executive (or his estate in the event he dies after his termination, as applicable) was entitled to (i) full vesting and immediate exercisability of any
unvested options and immediate lapse of any restrictions on restricted stock; and (ii) extension of the post-termination exercise period with respect to any stock option until the earlier of (x) the last day of the three-year period
following the termination of employment or (y) expiration date of such option according to its terms.

If any of the
payments or benefits received or to be received by Messrs. Flax or Rosenfield were subject to any excise tax imposed under Section 4999 of the Code resulting from application of Section 280G of the Code, we had to pay to the executive
an additional amount such that the net amount retained by the executive, after deduction of such excise tax, would be the same as the amount the executive would have retained had such excise tax not been incurred.

Ms. Collyns

In the event we do not extend the term of employment, Ms. Collyns (or her estate in the event she dies after her termination, as
applicable) will be entitled to the following: (i) a lump sum amount equal to the sum of base salary and target bonus; (ii) full vesting and immediate exercisability of any unvested options and immediate lapse of any restrictions on
restricted stock; (iii) extension of the post-termination exercise period with respect to any stock option until the earlier of (x) the last day of the three-year period following the termination of employment or (y) expiration date
of such option according to its terms; and (iv) continuation for one year following termination of employment of health insurance benefits consistent with those provided by us to our senior executives; provided, however, that any amount payable
to Ms. Collyns will be reduced by any compensation she earns as a result of consultancy with or employment by another entity or individual during the one year payout period.

In the event the employment of Ms. Collyns is terminated by us other than for disability or cause or by her
for good reason, or if such termination occurs within two years following a change of control, Ms. Collyns (or her estate in the event she dies after her termination, as applicable) will be entitled to the same benefits
as if we did not extend the term of the employment provided that Ms. Collyns will be entitled to an amount equal to two times the sum of base salary and target bonus rather than one times such amount.



23



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In the event the employment of Ms. Collyns is terminated as a result of the death or
disability of Ms. Collyns, she (or her estate in the event she dies after her termination, as applicable) will be entitled to (i) full vesting and immediate exercisability of any unvested options and immediate lapse of any
restrictions on restricted stock; and (ii) extension of the post-termination exercise period with respect to any stock option until the earlier of (x) the last day of the three-year period following the termination of employment or
(y) expiration date of such option according to its terms.

2010 Changes to Potential Payments Upon Termination or
Change in Control

As discussed above, in April 2010 the Company entered into second amended and restated employment
agreements with Messrs. Flax and Rosenfield. The second amended and restated employment agreements eliminated the provision entitling the executives to the payment of excise taxes on payments and benefits received upon a qualifying termination
following a change in control. In addition, the second amended and restated employment agreements also provide that if either executive is terminated by the Company without cause or either executive terminates his employment for good reason, in
addition to compensation and benefits accrued prior to such termination, he will be entitled to (i) an amount equal to 1.75 multiplied by his base salary in effect on the termination date; (ii) immediate vesting (or lapse of restrictions)
and exercisability of any unvested options, restricted stock or similar equity or long-term incentive that was awarded to the executive by the Company during his employment with the Company; (iii) the exercise period with respect to any stock
option will be extended until no later than three years after the termination date; and (iv) continuation of health benefits for eighteen (18) months after the termination date.

In addition, in April 2010 the Company adopted the Severance Plan, the participants of which will include Messrs. Beck and Rich and Ms.
Goldsmith-Grover. For additional information on the payments and benefits payable upon a qualifying termination under this plan, see Compensation Discussion and AnalysisSeverance and Change in Control Benefits on page 13.



24



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##### Table of Contents

Summary of Potential Payments

The following table summarizes the payments that would be made to our Named Executive Officers upon the occurrence of a qualifying
termination of employment, assuming that each executives termination of employment occurred on December 31, 2009, the last business day of fiscal 2009. Amounts shown do not include (i) accrued but unpaid salary through the date of
termination, (ii) other benefits earned or accrued by the executive during his or her employment that are available to all salaried employees, such as accrued vacation and (iii) benefits accrued under the SERP. For information on the
accrued amounts payable under the SERP, see the Pension Benefits table above. The amounts shown in the table below also do not give affect to the April 2010 amendments to Messrs. Flaxs and Rosenfields employment agreements or
the Severance Plan adopted in April 2010.



|                      |  |                         |  |                    |           |            |   |                    |  |                    |         |                  |   |        |  |   |           |  |   |          
|--------------------- |  | ----------------------- |  | ------------------ | --------- | ---------- | - | ------------------ |  | ------------------ | ------- | ---------------- | - | ------ |  | - | --------- |  | - | ---------
|Name                  |  | Termination Event       |  | Salary andBonus(5) |           | Options(6) |   | RestrictedStock(7) |  | HealthInsurance(8) |         | LifeInsurance(9) |   | Total 
|Larry S. Flax         |  | Term not extended (1)   |  | $                  | 960,000   |            | $ | 123,000            |  | $                  | 264,804 |                  | $ | 13,138 |  | $ |          |  | $ | 1,360,942
|                      |  | Termination (2)         |  | $                  | 1,920,000 |            | $ | 123,000            |  | $                  | 264,804 |                  | $ | 13,138 |  | $ |          |  | $ | 2,320,942
|                      |  | Change of control (3)   |  | $                  | 1,920,000 |            | $ | 123,000            |  | $                  | 264,804 |                  | $ | 17,518 |  | $ |          |  | $ | 2,325,322
|                      |  | Death or disability (4) |  | $                  |          |            | $ | 123,000            |  | $                  | 264,804 |                  | $ |       |  | $ | 1,400,000 |  | $ | 1,787,804
|                      |  |                         |  |                    |           |            |  
|Richard L. Rosenfield |  | Term not extended (1)   |  | $                  | 960,000   |            | $ | 123,000            |  | $                  | 264,804 |                  | $ | 18,700 |  | $ |          |  | $ | 1,366,504
|                      |  | Termination (2)         |  | $                  | 1,920,000 |            | $ | 123,000            |  | $                  | 264,804 |                  | $ | 18,700 |  | $ |          |  | $ | 2,326,504
|                      |  | Change of control (3)   |  | $                  | 1,920,000 |            | $ | 123,000            |  | $                  | 264,804 |                  | $ | 24,933 |  | $ |          |  | $ | 2,332,737
|                      |  | Death or disability (4) |  | $                  |          |            | $ | 123,000            |  | $                  | 264,804 |                  | $ |       |  | $ | 1,400,000 |  | $ | 1,787,804
|                      |  |                         |  |                    |           |            |  
|Susan M. Collyns      |  | Term not extended (1)   |  | $                  | 712,500   |            | $ | 787                |  | $                  |        |                  | $ | 9,391  |  | $ |          |  | $ | 722,678  
|                      |  | Termination (2)         |  | $                  | 1,425,000 |            | $ | 787                |  | $                  |        |                  | $ | 9,391  |  | $ |          |  | $ | 1,435,178
|                      |  | Change of control (3)   |  | $                  | 1,425,000 |            | $ | 787                |  | $                  |        |                  | $ | 18,782 |  | $ |          |  | $ | 1,444,569
|                      |  | Death or disability (4) |  | $                  |          |            | $ | 787                |  | $                  |        |                  | $ |       |  | $ | 1,400,000 |  | $ | 1,400,787



|(1) | Occurs in the event the Company gives written notice that it will not extend the term of the employment agreement of the executive.
|--- | -----------------------------------------------------------------------------------------------------------------------------------

|(2) | Includes any termination of employment (a) by the Company other than (i) for disability, death or cause or (ii) within two years of a change of control
event or (b) by the executive for good reason.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Includes any termination of employment by the Company other than for disability, death or cause or by the executive for good reason that occurs within two years of a
change of control event. If any of the payments or benefits received by the co-CEOs pursuant to a termination that occurs within two years of a change of control are subject to any excise tax imposed under Section 4999 of the Code resulting
from application of Section 280G of the Code, the Company will also pay to the executive an additional amount such that the net amount retained by the executive, after deduction of such excise tax, would be the same as the amount the Executive
would have retained had such excise tax not been incurred. As described above, the second amended and restated employment agreements eliminated the provision entitling the executives to the payment of excise taxes on payments and benefits received
upon a qualifying termination following a change in control.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Disability shall mean that the executive is determined to be substantially disabled by the insurance company providing group long-term disability insurance for the
Companys employees, executive has a medically determinable physical or mental condition that disables him from substantially performing his duties or a physician licensed to practice medicine in the State of California has made a binding
determination of disability.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | This amount would be payable within 60 days of the date of termination in accordance with the regular payroll practices of the Company.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(6) | The value of accelerated stock options was calculated by multiplying (x) the number of shares subject to acceleration of in-the-money options by (y) the
difference between the fair market value of a share of our common stock on December 31, 2009 ($13.45) and the per share exercise price of the accelerated option.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | The value of accelerated restricted stock was calculated by multiplying (x) the number of shares subject to acceleration by (y) the grant date fair market
value of the accelerated shares.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Represents the aggregate full premium payments that would be required to be paid to or on behalf of each executive to provide continued health insurance coverage under
COBRA (based on the executives health insurance coverage as of December 31, 2009) for the relevant period of time.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Represents life insurance proceeds payable under the executives life insurance policies.
|--- | -----------------------------------------------------------------------------------------



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##### Table of Contents

Director Compensation

The following table shows compensation of the non-employee members of our board for the year ended January 3, 2010. Any board member
who is also an employee of the Company does not receive separate compensation for service on the board.



|                    |  |                               |        |                 |   |        |  |   |        
|------------------- |  | ----------------------------- | ------ | --------------- | - | ------ |  | - | -------
|Directors (1)       |  | Fees Earnedor Paid inCash (2) |        | StockAwards (3) |   | Total 
|William C. Baker    |  | $                             | 49,000 |                 | $ | 49,999 |  | $ | 98,999 
|Leslie E. Bider     |  | $                             | 47,500 |                 | $ | 49,999 |  | $ | 97,499 
|Marshall S. Geller  |  | $                             | 49,500 |                 | $ | 49,999 |  | $ | 99,499 
|Charles G. Phillips |  | $                             | 53,500 |                 | $ | 49,999 |  | $ | 103,499
|Alan I. Rothenberg  |  | $                             | 68,500 |                 | $ | 49,999 |  | $ | 118,499



|(1) | Directors who are the Companys employees receive no additional compensation for serving on the Board of Directors. Larry S. Flaxs and Richard L.
Rosenfields compensation is reflected in the Summary Compensation Table.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Each director receives an annual retainer of $30,000. In addition, Mr. Rothenberg receives an additional annual retainer of $5,000 for serving as chair of the
audit committee. Directors are paid $1,500 for each board meeting they attend, $2,000 for each audit or compensation committee meeting they attend and $1,000 for each nominating and governance committee meeting they attend. Directors are also
reimbursed for reasonable expenses incurred in connection with serving as a director.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | This amount represents the aggregate grant date fair value of restricted stock awards granted to our directors as determined in accordance with ASC Topic 718.
Assumptions used in the calculation of this amount for 2009 grants are included in Note 12 to the Companys audited financial statements in our 2009 Annual Report on Form 10-K. The table below shows the aggregate number of options and stock
awards outstanding for each non-employee director as of January 3, 2010:
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|                    |  |               |  |             
|------------------- |  | ------------- |  | ------------
|Director            |  | Option Awards |  | Stock Awards
|William C. Baker    |  | 3,672         |  | 4,963       
|Leslie E. Bider     |  |              |  | 7,187       
|Marshall S. Geller  |  |              |  | 7,187       
|Charles G. Phillips |  | 3,672         |  | 4,963       
|Alan I. Rothenberg  |  | 3,672         |  | 4,963       

Narrative
Disclosure to Director Compensation Table

The compensation program for our non-employee directors is intended to fairly
compensate our directors for the time and effort necessary to serve as a member of our board of directors. Non-employee members of our board of directors receive a combination of cash and equity-based compensation.

Cash Compensation. In 2009, each non-employee director was entitled to receive an annual cash retainer of $30,000. Non-employee
directors also receive $1,500, $2,000 and $1,000 for each board, audit committee or compensation committee and nominating and governance committee meeting, respectively, that they attend. In addition, the chair of the audit committee receives an
annual cash retainer of $5,000.

Equity Compensation. In 2009, each non-employee director was granted 3,852 shares of
restricted stock. The restricted shares vest annually over a three-year period.



26



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##### Table of Contents

Compensation Committee Interlocks and Insider Participation

Our compensation committee consists of William C. Baker, Charles G. Phillips and Alan I. Rothenberg, who are all non-employee directors.
Mr. Baker serves as chair of the compensation committee. No member of the compensation committee has served as one of our officers or employees at any time.

Compensation Committee Report
1

The Compensation Committee has reviewed and discussed the Compensation Discussion and Analysis with management, and based on the review
and discussions, recommended to the Board of Directors that the Compensation Discussion and Analysis be included in the California Pizza Kitchen, Inc. 2009 annual report on Form 10-K/A.

The Compensation Committee

William C. Baker, Chairman

Charles G. Phillips

Alan I. Rothenberg

May 3, 2010



|1 | The material in this report is not soliciting material, is not deemed filed with the SEC, and is not incorporated by reference in any filing of the Company under the
Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made on, before, or after the date of this annual report on Form 10-K/A and irrespective of any general incorporation language in such filing.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



27



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##### Table of Contents

|Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|-------- | ----------------------------------------------------------------------------------------------

The following table sets forth certain information, as of April 30, 2010, with respect to the beneficial ownership of the Companys
common stock by:



| |  |  | all persons known by us to be the beneficial owners of more than 5% of our outstanding common stock;
| | - |  | ----------------------------------------------------------------------------------------------------



| |  |  | each of our directors;
| | - |  | ----------------------



| |  |  | each of the executive officers named in the Summary Compensation Table; and
| | - |  | ---------------------------------------------------------------------------



| |  |  | all of our executive officers and directors as a group.
| | - |  | -------------------------------------------------------

The percentage of class is calculated on the basis of 24,559,823 shares of common stock outstanding, except that shares of common stock
underlying options exercisable within 60 days of April 30, 2010 are deemed to be outstanding for purposes of calculating the beneficial ownership of securities of the holders of such options. In the preparation of this table, the Company has relied
upon information supplied by its officers, directors and certain stockholders and upon information contained in filings with the SEC. Except as indicated in the footnotes to this table, the persons named in the table have sole voting and investment
power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws, where applicable. Except as otherwise indicated, the address for each beneficial owner is c/o California Pizza Kitchen, 6053
West Century Boulevard, 11th Floor, Los Angeles, CA 90045.



|                                                                  |  |                 |  |                        |  
|----------------------------------------------------------------- |  | --------------- |  | ---------------------- | -
|                                                                  |  | Shares Owned    | 
|Name and Address of Beneficial Owner                              |  | Number ofShares |  | Percentageof Class (1) |  
|Larry S. Flax (2)                                                 |  | 2,082,053       |  | 8.1                    | %
|Richard L. Rosenfield (3)                                         |  | 2,118,017       |  | 8.3                    | %
|William C. Baker (4)                                              |  | 99,020          |  | 0.4                    | %
|Leslie E. Bider (5)                                               |  | 8,852           |  | 0.0                    | %
|Marshall S. Geller (6)                                            |  | 16,152          |  | 0.1                    | %
|Charles G. Phillips (7)                                           |  | 133,378         |  | 0.5                    | %
|Alan I. Rothenberg (8)                                            |  | 46,520          |  | 0.2                    | %
|Thomas P. Beck (9)                                                |  | 133,125         |  | 0.5                    | %
|Susan M. Collyns (10)                                             |  | 451,953         |  | 1.8                    | %
|Sarah A. Goldsmith-Grover (11)                                    |  | 153,961         |  | 0.6                    | %
|Steven E. Rich (12)                                               |  | 14,567          |  | 0.1                    | %
|                                                                  |  |                
|BlackRock Inc. (13)                                               |  | 1,723,416       |  | 7.0                    | %
|40 East 52nd Street                                               |  |                 |  |                        |  
|New York, NY 10022                                                |  |                 |  |                        |  
|                                                                  |  |                
|Fisher Investments (14)                                           |  | 1,249,015       |  | 5.1                    | %
|13100 Skyline Boulevard                                           |  |                 |  |                        |  
|Woodside, CA 94062-4527                                           |  |                 |  |                        |  
|                                                                  |  |                
|Shapiro Capital Management LLC (15)                               |  | 1,267,620       |  | 5.2                    | %
|3060 Peachtree Road, Suite 1555 N.W.                              |  |                 |  |                        |  
|Atlanta, GA 30305                                                 |  |                 |  |                        |  
|                                                                  |  |                
|The TCW Group, Inc. (16)                                          |  | 2,144,619       |  | 8.7                    | %
|865 South Figueroa Street                                         |  |                 |  |                        |  
|Los Angeles, CA 90017                                             |  |                 |  |                        |  
|                                                                  |  |                
|Thompson, Siegel & Walmsley, LLC (17)                             |  | 1,685,519       |  | 6.9                    | %
|6806 Paragon Place, Suite 300                                     |  |                 |  |                        |  
|Richmond, VA 23230                                                |  |                 |  |                        |  
|                                                                  |  |                
|All directors and executive officers as a group (11 persons) (18) |  | 5,257,598       |  | 19.1                   | %



28



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##### Table of Contents



|(1) | Percentage of ownership is calculated as required by the SEC Rule 13d-3(d)(1). Except as indicated in the footnotes to this table, the persons named in this table have
sole voting and investment power with respect to all shares of common stock shown as beneficially owned by them, subject to community property laws. The table above includes the number of shares underlying options which are exercisable within 60
days of April 30, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Mr. Flax, our co-CEO, co-President, co-Chairman of the Board and one of our directors, individually owns 8,328 shares of our common stock and has options to
purchase 1,050,000 shares. Options to purchase 1,050,000 of such shares will be exercisable within 60 days of April 30, 2010. The total number of shares owned includes 794,717 shares over which Mr. Flax exercises voting control as the trustee
of the Larry S. Flax Revocable Trust. The total number of shares owned also includes 61,173 shares over which Mr. Flax exercises voting control as the trustee of the Rosenfield Childrens Trust and 167,835 shares over which
Mr. Flaxs wife exercises voting control as the trustee of the Joan Gillette Flax Family Trust. Mr. Flax disclaims any beneficial ownership over the shares held by the Rosenfield Childrens Trust and the Joan Gillette Flax Family
Trust.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | Mr. Rosenfield, our co-CEO, co-President, co-Chairman of the Board and one of our directors, individually owns 8,328 shares of our common stock and has options to
purchase an additional 1,050,000 shares. Options to purchase 1,050,000 of such shares will be exercisable within 60 days of April 30, 2010. The total number of shares owned includes 1,059,689 shares over which Mr. Rosenfield exercises voting
control as the trustee of the Rosenfield Revocable Trust.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | Mr. Baker, one of our directors, owns 14,685 shares of our common stock and has options to purchase an additional 88,007 shares. Options to purchase 84,335 of such
shares will be exercisable within 60 days of April 30, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | Mr. Bider, one of our directors, owns 8,852 shares of our common stock.
|--- | -----------------------------------------------------------------------

|(6) | Mr. Geller, one of our directors, owns 16,152 shares of our common stock.
|--- | -------------------------------------------------------------------------

|(7) | Mr. Phillips, one of our directors, owns 49,043 shares of our common stock and has options to purchase an additional 88,007 shares. Options to purchase 84,335 of
such shares will be exercisable within 60 days of April 30, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | Mr. Rothenberg, one of our directors, owns 7,185 shares of our common stock and has options to purchase 43,007 shares, 39,335 of which will be exercisable within
60 days of April 30, 2010.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) | Mr. Beck, our Senior Vice President, Construction, individually owns no shares of our common stock and has options to purchase 157,500 shares. Options to purchase
133,125 of such shares will be exercisable within 60 days of April 30, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(10) | Ms. Collyns, our Chief Operating Officer, Chief Financial Officer and Executive Vice President, individually owns 80,078 shares and has options to purchase an
additional 455,625 shares. Options to purchase 371,875 of such shares will be exercisable within 60 days of April 30, 2010.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(11) | Ms. Goldsmith-Grover, our Chief Communications Officer and Senior Vice President of Marketing and Public Relations, individually owns 2,711 shares of our common
stock and has options to purchase an additional 177,500 shares. Options to purchase 151,250 of such shares will be exercisable within 60 days of April 30, 2010.
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(12) | Mr. Rich, our Senior Vice President, Real Estate, individually owns no shares of our common stock and has options to purchase an additional 33,822 shares. Options
to purchase 14,567 of such shares will be exercisable within 60 days of April 30, 2010.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(13) | The amounts shown and the following information were provided by BlackRock, Inc. and certain of its affiliates pursuant to a Schedule 13G filed with the Securities and
Exchange Commission on January 29, 2010, indicating beneficial ownership as of January 3, 2010. BlackRock Inc. reported sole voting power with respect to 1,723,416 shares of our common stock and sole dispositive power with respect to 1,723,416
shares of our common stock. The Schedule 13G filing by BlackRock was made to amend the Schedule 13G filing by Barclays Global Investors, N.A., or Barclays. On December 1, 2009, BlackRock completed its acquisition of Barclays and, as a
result, substantially all of Barclays entities are now included as subsidiaries of BlackRock for the purposes of Schedule 13G filings. We have no reason to believe that the information in the Schedule 13G was not complete or accurate or that a
statement or an amendment should have been filed thereto and was not.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



29



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##### Table of Contents

|(14) | The amounts shown and the following information were provided by Fisher Investments and certain of its affiliates pursuant to a Schedule 13G filed with the Securities
and Exchange Commission on February 17, 2010, indicating beneficial ownership as of January 3, 2010. Fisher Investments reported sole voting power with respect to 643,421 shares of our common stock and sole dispositive power with respect
to 1,249,015 shares of our common stock. We have no reason to believe that the information in the Schedule 13G was not complete or accurate or that a statement or an amendment should have been filed thereto and was not.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(15) | The amounts shown and the following information were provided by Shapiro Capital Management LLC and certain of its affiliates pursuant to a Schedule 13G filed with the
Securities and Exchange Commission on February 3, 2010, indicating beneficial ownership as of January 3, 2010. Shapiro Capital Management LLC reported sole voting power with respect to 1,098,020 shares of our common stock, shared voting
power with respect to 169,600 shares and sole dispositive power with respect to 1,267,620 of our common stock. We have no reason to believe that the information in the Schedule 13G was not complete or accurate or that a statement or an amendment
should have been filed thereto and was not.
|---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(16) | The amounts shown and the following information were provided by The TCW Group, Inc. and certain of its affiliates pursuant to a Schedule 13G filed with the Securities
and Exchange Commission on February 11, 2010, indicating beneficial ownership as of January 3, 2010. The TCW Group, Inc. reported shared voting power with respect to 1,098,837 shares of our common stock and shared dispositive power with
respect to 2,144,619 shares of our common stock. We have no reason to believe that the information in the Schedule 13G was not complete or accurate or that a statement or an amendment should have been filed thereto and was not.
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(17) | The amounts shown and the following information were provided by Thompson Siegel & Walmsley LLC and certain of its affiliates pursuant to a Schedule 13G filed
with the Securities and Exchange Commission on February 10, 2010, indicating beneficial ownership as of January 3, 2010. Thompson, Siegel & Walmsley LLC reported sole voting power with respect to 1,347,969 shares of our common
stock, shared voting power with respect to 337,550 shares and sole dispositive power with respect to 1,685,519 of our common stock. We have no reason to believe that the information in the Schedule 13G was not complete or accurate or that a
statement or an amendment should have been filed thereto and was not.
|---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(18) | These 11 persons include all directors and each of the executive officers detailed in the table above. See notes 2-12 above.
|---- | ----------------------------------------------------------------------------------------------------------------------------



|Item 13. | Certain Relationships and Related Transactions, and Director Independence
|-------- | -------------------------------------------------------------------------

Independence of the Board of Directors

We have established standards of independence for our Board of Directors that comply with the standards of independence set forth in the
Marketplace Rules of The NASDAQ Stock Market. Under these standards of independence, an independent director is one who is not an officer or employee of the Company or its subsidiaries or any other individual who has a relationship that, in the
opinion of the Board of Directors, would interfere with the exercise of independent judgment in carrying out the responsibilities of a director, and who otherwise:



| |  |  | is not, and has not within the past three years been, employed by the Company or any of its subsidiaries;
| | - |  | ---------------------------------------------------------------------------------------------------------



| |  |  | has not accepted, and whose immediate family member has not accepted, any payments from the Company or any of its subsidiaries in excess of $120,000
during any period of twelve consecutive months within the past three years, other than the following:
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | i. | compensation for service on the Board of Directors or any committee of the Board of Directors;
| | -- | ----------------------------------------------------------------------------------------------



| | ii. | payment arising solely from investment in our securities;
| | --- | ---------------------------------------------------------



| | iii. | compensation paid to a member of the directors immediate family who is a non-executive employee of the Company or any of its subsidiaries;
| | ---- | -------------------------------------------------------------------------------------------------------------------------------------------



| | iv. | benefits under a tax-qualified retirement plan, or non-discretionary compensation; or
| | --- | -------------------------------------------------------------------------------------



30



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##### Table of Contents

| | v. | loans permitted under Section 13(k) of the Securities Exchange Act of 1934, as amended;
| | -- | ---------------------------------------------------------------------------------------



| |  |  | is not an immediate family member of an individual who is, or at any time during the past three years was, an executive officer of the Company or any
of its subsidiaries;
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | is not, and whose immediate family member is not, a partner in, or a controlling stockholder or an executive officer of, any organization to which we
made, or from which we received, payments for property or services in the current year or in any of the past three years that exceed 5% of the recipients consolidated gross revenues for that year, or $200,000, whichever is more, other than
payments arising solely from investment in our securities or payments under non-discretionary charitable contribution matching programs;
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | is not, and whose immediate family member is not, an executive officer of another entity where at any time during the last three years any of our
executive officers served on the compensation committee of such entity; and
| | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  |  | is not, and whose immediate family member is not, a current partner of our independent registered accountant, or was a partner or employee of our
independent registered accountant who worked on our audit at any time during the past three years.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additionally, members of the audit committee must not accept, directly or indirectly, any compensation from the Company other than
directors fees and must not be otherwise be affiliated with the Company (other than in their capacity as a director or as a holder of a number of the Companys outstanding shares that would not cause them to be an affiliate).

Our Board of Directors has determined that all of our current non-management directors do not have a material relationship with the
Company and are therefore independent under both our standards of independence and the criteria for independence set forth in the listing standards of The NASDAQ Stock Market.

Certain Relationships and Related Transactions

Peter Gillette, the stepson of Larry S. Flax, our co-CEO, co-President, co-Chairman of the Board and Director, is the Companys
Senior Vice President of Franchise and International Development. In fiscal 2009, Mr. Gillette received a salary of approximately $205,000 and a bonus of approximately $107,000. Mr. Gillette also received a stock option grant for 15,000 shares
in February 2009.



|Item 14. | Principal Accounting Fees and Services
|-------- | --------------------------------------

Audit and Non-Audit Fees

The following table summarizes the fees paid or payable to Ernst & Young LLP for services rendered for the fiscal years ended
December 28, 2008 and January 3, 2010.



|                   |  |                                  |         |                                    |   |        
|------------------ |  | -------------------------------- | ------- | ---------------------------------- | - | -------
|                   |  | Fiscal Year endedJanuary 3, 2010 |         | Fiscal Year endedDecember 28, 2008
|Audit Fees (1)     |  | $                                | 688,000 |                                    | $ | 626,000
|Audit Related Fees |  | $                                |        |                                    | $ |       
|Tax Fees (2)       |  | $                                | 336,000 |                                    | $ | 261,000
|All Other Fees     |  | $                                |        |                                    | $ |       



|(1) | Audit fees consist of fees billed for professional services rendered for the audit of our consolidated annual financial statements and review of the interim
consolidated financial statements included in quarterly reports and services that are provided by Ernst & Young LLP in connection with regulatory filings or engagements.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | Tax fees consist of fees billed for professional services rendered for tax advice and tax return compliance. These services include assistance with tax incentives and
tax audits with local, state and federal agencies.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



31



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##### Table of Contents

Policy on Appointment, Replacement and Compensation of Independent Registered Public Accountants

The audit committee of our Board of Directors has the sole authority to appoint or replace our independent registered public
accountants. The committee is directly responsible for the compensation and oversight of the work of the independent registered public accountants (including resolution of disagreements between management and the independent registered public
accountants regarding financial reporting) for the purpose of preparing or issuing an audit report or related work.

Policy on Audit
Committee Pre-Approval of Audit and Non-Audit Services of Independent Registered Public Accountants

Our audit committee,
or a subcommittee of the committee, pre-approves the provision of all audit and non-audit services (including tax services) by the independent registered public accountants up to a specified dollar amount and also approves all audit and non-audit
engagement fees and terms with the independent registered public accountants. During fiscal 2009 and 2008, all of the services related to the audit and other fees described above were pre-approved by our audit committee or sub-committee and none
were provided pursuant to any waiver of the pre-approval requirement.



32



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PART IV.



|Item 15. | Exhibits, Financial Statement Schedules
|-------- | ---------------------------------------

(a) The following documents are filed as a part of this Report:

Exhibits

The Exhibits listed in the Index to Exhibits, which appears immediately following the signature page and is incorporated herein by
reference, are filed as part of this Annual Report on Form 10-K/A.



33



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##### Table of Contents

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this
report to be signed on its behalf by the undersigned, thereunto duly authorized.



|                   |  |                                |  |                                                                                                                                        
|------------------ |  | ------------------------------ |  | ---------------------------------------------------------------------------------------------------------------------------------------
|Dated: May 3, 2010 |  | CALIFORNIA PIZZA KITCHEN, INC.
|                   |  |                               
|                   |  | By:                            |  | /s/    LARRY S.
FLAX                                                                                                                   
|                   |  |                                |  | Larry S. Flax
Co-Chairman of the Board, Co-Chief Executive Officer, Co-President and Director
(Principal Executive Officer)            
|                   |  |                               
|                   |  | By:                            |  | /s/    RICHARD L.
ROSENFIELD                                                                                                           
|                   |  |                                |  | Richard L. Rosenfield
Co-Chairman of the Board, Co-Chief Executive Officer, Co-President and Director
(Principal Executive Officer)    
|                   |  |                               
|                   |  | By:                            |  | /s/    SUSAN M.
COLLYNS                                                                                                                
|                   |  |                                |  | Susan M. Collyns
Chief Financial Officer, Chief Operating Officer, Executive Vice President and Secretary
(Principal Financial Officer)

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf
of the registrant and in the capacities and on the dates indicated.



|                                                   |  |                                                                                                                        |  |            
|-------------------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------- |  | -----------
|Signature                                          |  | Title                                                                                                                  |  | Date       
|                                                   |  |                                                                                                                       
|/S/    LARRY S.
FLAX Larry S. Flax                 |  | Co-Chairman of the Board, Co-Chief Executive Officer, Co-President and Director (Principal Executive
Officer)          |  | May 3, 2010
|                                                   |  |                                                                                                                       
|/S/    RICHARD L.
ROSENFIELD Richard L. Rosenfield |  | Co-Chairman of the Board, Co-Chief Executive Officer, Co-President and Director (Principal Executive
Officer)          |  | May 3, 2010
|                                                   |  |                                                                                                                       
|/S/    SUSAN M.
COLLYNS Susan M. Collyns           |  | Chief Financial Officer, Chief Operating Officer, Executive Vice President and Secretary (Principal Financial Officer) |  | May 3, 2010
|                                                   |  |                                                                                                                       
|/S/    TODD B.
SLAYTON Todd B. Slayton             |  | Chief Accounting Officer and Senior Vice President, Corporate Finance (Principal Accounting Officer)                   |  | May 3, 2010
|                                                   |  |                                                                                                                       
|/S/    WILLIAM C.
BAKER William C. Baker           |  | Director                                                                                                               |  | May 3, 2010
|                                                   |  |                                                                                                                       
|/S/    LESLIE E.
BIDER Leslie E. Bider             |  | Director                                                                                                               |  | May 3, 2010



34



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##### Table of Contents

|                                               |  |          |  |            
|---------------------------------------------- |  | -------- |  | -----------
|Signature                                      |  | Title    |  | Date       
|                                               |  |         
|/s/    MARSHALL S.
GELLER Marshall S. Geller   |  | Director |  | May 3, 2010
|                                               |  |         
|/s/    CHARLES G.
PHILLIPS Charles G. Phillips |  | Director |  | May 3, 2010
|                                               |  |         
|/s/    ALAN I.
ROTHENBERG Alan I. Rothenberg   |  | Director |  | May 3, 2010



35



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##### Table of Contents

EXHIBIT INDEX



|          |  |                                                                                                                                                                                                                                       
|--------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|3.1(K)    |  | Certificate of Incorporation                                                                                                                                                                                                          
|          | 
|3.2(K)    |  | By-laws                                                                                                                                                                                                                               
|          | 
|4.1(K)    |  | Specimen Common Stock Certificate                                                                                                                                                                                                     
|          | 
|10.1(A)   |  | Memorandum of Understanding Regarding Form of Agreement between Host Marriott Services and California Pizza Kitchen, Inc. dated May 12, 1998                                                                                          
|          | 
|10.2(K)*  |  | California Pizza Kitchen, Inc. Employee Stock Purchase Plan adopted on November 2, 1999, as amended through December 22, 2004                                                                                                         
|          | 
|10.3(A)*  |  | California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan adopted February 5, 1998, as amended on July 21, 1998 and November 2, 1999 and forms of stock option
agreement thereunder                                 
|          | 
|10.4(A)*  |  | California Pizza Kitchen, Inc. Non-Qualified Stock Option Agreement between California Pizza Kitchen, Inc. and Frederick R. Hipp dated March 31, 1998                                                                                 
|          | 
|10.5(B)   |  | Master Subsidiary Guaranty issued from Bank of America, N.A. by CPK Management Company and California Pizza Kitchen of Illinois, Inc. dated December 15, 2000                                                                         
|          | 
|10.6(C)*  |  | Third and Fourth Amendments to California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan dated as of July 28, 2000 and May 1, 2001, respectively                                                                    
|          | 
|10.7(D)   |  | Stockholders Agreement among LA Food Show, Inc., Richard L. Rosenfield and Larry S. Flax, as trustee of the Larry S. Flax Revocable Trust dated June 18, 2002 and California
Pizza Kitchen, Inc., dated March 6, 2003                
|          | 
|10.8(D)   |  | Subscription Agreement among Richard L. Rosenfield, Larry S. Flax, as trustee of the Larry S. Flax Revocable Trust dated June 18, 2002 and California Pizza Kitchen, Inc., dated
March 6, 2003                                        
|          | 
|10.9(D)   |  | Certificate of Determination of Series A 8% Convertible Preferred Stock of LA Food Show, Inc. filed with the California Secretary of State on March 4, 2003                                                                           
|          | 
|10.10(D)  |  | Amendment No. 1 to Stockholders Agreement among LA Food Show, Inc., Richard L. Rosenfield, Larry S. Flax as trustee of the Larry S. Flax Revocable Trust dated June 18, 2002
and California Pizza Kitchen, Inc., dated March 11, 2003
|          | 
|10.11(E)  |  | Agreement for Purchase and Sale of Assets between CAH Restaurants of California, LLC and California Pizza Kitchen, Inc. dated as of December 29, 2003, and exhibits
thereto                                                           
|          | 
|10.12(F)* |  | Fifth Amendment to California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan, dated as of May 7, 2003                                                                                                               
|          | 
|10.13(F)* |  | Second Amendment to California Pizza Kitchen, Inc. Employee Stock Purchase Plan, dated as of May 7, 2003                                                                                                                              
|          | 
|10.14(G)* |  | Executive Retirement Savings Plans and Amendments thereto                                                                                                                                                                             
|          | 
|10.15(H)* |  | Employment Agreement, between H.G. Carrington, Jr. and California Pizza Kitchen, Inc., dated July 24, 2003                                                                                                                            
|          | 
|10.16(H)* |  | Separation Agreement, between Frederick R. Hipp and California Pizza Kitchen, Inc., dated July 15, 2003                                                                                                                               
|          | 
|10.17(I)* |  | Separation Agreement, between Tom Jenneman and California Pizza Kitchen, Inc., dated August 2, 2003                                                                                                                                   
|          | 
|10.18(J)  |  | Amended and Restated Credit Agreement dated as of June 30, 2004 between California Pizza Kitchen, Inc. and Bank of America, N.A.                                                                                                      



36



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##### Table of Contents

|          |  |                                                                                                                                                                                                                                                                                                                           
|--------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|10.19(J)  |  | Form of Note issued from Bank of America, N.A. by California Pizza Kitchen, Inc. dated June 30, 2004                                                                                                                                                                                                                      
|          | 
|10.20(L)* |  | California Pizza Kitchen, Inc. 2004 Omnibus Incentive Compensation Plan                                                                                                                                                                                                                                                   
|          | 
|10.21(M)* |  | Form of option agreement under the California Pizza Kitchen, Inc. 2004 Omnibus Incentive Compensation Plan                                                                                                                                                                                                                
|          | 
|10.22(N)* |  | Form of restricted stock agreement under the California Pizza Kitchen, Inc. 2004 Omnibus Incentive Compensation Plan                                                                                                                                                                                                      
|          | 
|10.23(N)* |  | Employment Agreement between California Pizza Kitchen, Inc. and Richard L. Rosenfield, dated April 11, 2005                                                                                                                                                                                                               
|          | 
|10.24(N)* |  | Employment Agreement between California Pizza Kitchen, Inc. and Larry S. Flax, dated April 11, 2005                                                                                                                                                                                                                       
|          | 
|10.25(N)* |  | Employment Agreement between California Pizza Kitchen, Inc. and Susan M. Collyns, dated April 21, 2005                                                                                                                                                                                                                    
|          | 
|10.26(N)* |  | Stock Purchase Agreement among California Pizza Kitchen, Inc., a Delaware corporation, and Richard L. Rosenfield, Larry S. Flax, or his successors in trust, as trustee of the Larry
S. Flax Revocable Trust dated 6-18-02, as may be amended from time to time, Clint B. Coleman and Geraldine Wise, dated April 25, 2005
|          | 
|10.27(O)* |  | The California Pizza Kitchen Executive Bonus Plan                                                                                                                                                                                                                                                                         
|          | 
|10.28(P)* |  | Time Sharing Agreement between California Pizza Kitchen, Inc. and Richard L. Rosenfield, dated as of May 18, 2005                                                                                                                                                                                                         
|          | 
|10.29(P)* |  | Time Sharing Agreement between California Pizza Kitchen, Inc. and Larry S. Flax, dated as of May 18, 2005                                                                                                                                                                                                                 
|          | 
|10.30(Q)* |  | Amendment No. 1 to Non-Qualified Stock Option Agreement between California Pizza Kitchen, Inc. and Larry S. Flax, dated November 23, 2005                                                                                                                                                                                 
|          | 
|10.31(Q)* |  | Amendment No. 1 to Non-Qualified Stock Option Agreement between California Pizza Kitchen, Inc. and Richard L. Rosenfield, dated November 23, 2005                                                                                                                                                                         
|          | 
|10.32(Q)* |  | Amendment No. 1 to Non-Qualified Stock Option Agreement between California Pizza Kitchen, Inc. and Karen M. Settlemyer dated, November 18, 2005                                                                                                                                                                           
|          | 
|10.33(R)* |  | Summary of Changes to Annual Compensation of Certain Executive Officers                                                                                                                                                                                                                                                   
|          | 
|10.34(S)  |  | Form of Indemnification Agreement                                                                                                                                                                                                                                                                                         
|          | 
|10.35(S)  |  | First Amendment to Amended and Restated Credit Agreement, dated June 19,2006                                                                                                                                                                                                                                              
|          | 
|10.36(S)  |  | Promissory Note payable to Bank of America, N.A. by the Company, dated June 19, 2006                                                                                                                                                                                                                                      
|          | 
|10.37(S)  |  | Consent and Reaffirmation of Guaranty by CPK Management Company, dated June 19, 2006                                                                                                                                                                                                                                      
|          | 
|10.38(T)  |  | Second Amendment to Amended and Restated Credit Agreement, dated January 30, 2008                                                                                                                                                                                                                                         
|          | 
|10.39(T)  |  | Promissory Note payable to Bank of America, N.A. by the Company, dated January 30, 2008                                                                                                                                                                                                                                   
|          | 
|10.40(T)  |  | Consent and Reaffirmation of Guaranty by CPK Management, dated January 30, 2008                                                                                                                                                                                                                                           
|          | 
|10.41(T)  |  | Accelerated Stock Repurchase Agreement, dated January 31, 2008, by and between the Company and Bank of America, N.A.                                                                                                                                                                                                      
|          | 
|10.42(U)  |  | Credit Agreement, dated May 7, 2008                                                                                                                                                                                                                                                                                       
|          | 
|10.43(U)  |  | Form of Promissory Note payable to Lenders, dated May 7, 2008                                                                                                                                                                                                                                                             



37



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##### Table of Contents

|          |  |                                                                                                                                                                                  
|--------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|          | 
|10.44(V)* |  | First Amendment to California Pizza Kitchen, Inc. 2004 Omnibus Incentive Compensation Plan, dated December 15, 2008                                                              
|          | 
|10.45(V)* |  | Sixth Amendment to California Pizza Kitchen, Inc. 1998 Stock-Based Incentive Compensation Plan dated December 15, 2008                                                           
|          | 
|10.46(V)* |  | Amended and Restated Employment Agreement between California Pizza Kitchen, Inc. and Richard L. Rosenfield, dated December 31, 2008                                              
|          | 
|10.47(V)* |  | Amended and Restated Employment Agreement between California Pizza Kitchen, Inc. and Larry S. Flax, dated December 31, 2008                                                      
|          | 
|10.48(V)* |  | Amended and Restated Employment Agreement between California Pizza Kitchen, Inc. and Susan M. Collyns, dated December 31, 2008                                                   
|          | 
|10.49(V)* |  | Amended and Restated Employment Agreement between California Pizza Kitchen, Inc. and Rudy Sugueti, dated December 31, 2008                                                       
|          | 
|10.50(W)* |  | Second Amended and Restated Employment Agreement between California Pizza Kitchen, Inc. and Susan M. Collyns, dated August 5, 2009                                               
|          | 
|10.51(X)  |  | Trademark License Agreement between California Pizza Kitchen, Inc. and Kraft Pizza Company                                                                                       
|          | 
|21(X)     |  | List of Subsidiaries                                                                                                                                                             
|          | 
|23        |  | Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm                                                                                                      
|          | 
|31.1      |  | Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|          | 
|31.2      |  | Certification of Principal Executive Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|          | 
|31.3      |  | Certification of Principal Financial Officer pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|          | 
|32.1(X)   |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            
|          | 
|32.2(X)   |  | Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            
|          | 
|32.3(X)   |  | Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002                            



|* | Management contract or compensatory plan
|- | ----------------------------------------



|(A) | Incorporated by reference to the registrants Registration Statement on Form S-1 (Registration 333-37778).
|--- | ----------------------------------------------------------------------------------------------------------



|(B) | Incorporated by reference to the registrants Registration Statement on Form S-1 (Registration 333-53088).
|--- | ----------------------------------------------------------------------------------------------------------



|(C) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed May 14, 2001.
|--- | -----------------------------------------------------------------------------------------------



|(D) | Incorporated by reference to the registrants Annual Report on Form 10-K filed March 14, 2003.
|--- | ----------------------------------------------------------------------------------------------



|(E) | Incorporated by reference to the registrants Annual Report on Form 10-K filed March 12, 2004.
|--- | ----------------------------------------------------------------------------------------------



|(F) | Incorporated by reference to the registrants Registration Statement on Form S-8 (Registration 333-112365).
|--- | -----------------------------------------------------------------------------------------------------------



|(G) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed May 2, 2003.
|--- | ----------------------------------------------------------------------------------------------



|(H) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed August 6, 2003.
|--- | -------------------------------------------------------------------------------------------------



|(I) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed November 6, 2003.
|--- | ---------------------------------------------------------------------------------------------------



|(J) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed August 6, 2004.
|--- | -------------------------------------------------------------------------------------------------



38



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##### Table of Contents

|(K) | Incorporated by reference to the registrants current report on Form 8-K filed December 22, 2004.
|--- | -------------------------------------------------------------------------------------------------



|(L) | Incorporated by reference to the registrants Registration Statement of Form S-8 (Registration 333-121539).
|--- | -----------------------------------------------------------------------------------------------------------



|(M) | Incorporated by reference to the registrants Annual Report on Form 10-K filed April 4, 2005.
|--- | ---------------------------------------------------------------------------------------------



|(N) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed May 13, 2005.
|--- | -----------------------------------------------------------------------------------------------



|(O) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed August 12, 2005.
|--- | --------------------------------------------------------------------------------------------------



|(P) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed November 14, 2005.
|--- | ----------------------------------------------------------------------------------------------------



|(Q) | Incorporated by reference to the registrants Current Report on Form 8-K filed November 25, 2005.
|--- | -------------------------------------------------------------------------------------------------



|(R) | Incorporated by reference to the registrants Annual Report on Form 10-K filed March 17, 2006.
|--- | ----------------------------------------------------------------------------------------------



|(S) | Incorporated by reference to the registrants current report on Form 8-K filed June 20, 2006.
|--- | ---------------------------------------------------------------------------------------------



|(T) | Incorporated by reference to the registrants current report on Form 8-K filed February 1, 2008.
|--- | ------------------------------------------------------------------------------------------------



|(U) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed May 9, 2008.
|--- | ----------------------------------------------------------------------------------------------



|(V) | Incorporated by reference to the registrants Annual Report on Form 10-K filed March 13, 2009.
|--- | ----------------------------------------------------------------------------------------------



|(W) | Incorporated by reference to the registrants Quarterly Report on Form 10-Q filed August 7, 2009.
|--- | -------------------------------------------------------------------------------------------------



|(X) | Incorporated by reference to the registrants Annual Report on Form 10-K filed March 19, 2010.
|--- | ----------------------------------------------------------------------------------------------



39