Exhibit
      10.1

     

     

    EMPLOYMENT
      AGREEMENT

     

     

    This
      Employment Agreement is entered into on November 6, 2007 with an effective
      date
      of May 31st,
      2007
      ("Agreement"), by and between NATHAN’S FAMOUS, INC., a corporation incorporated
      under the laws of the State of Delaware, with its principal place of business
      at
      1400 Old Country Road, Westbury, New York 11590 (the "Company"), and Donald
      L.
      Perlyn, residing at 7403 Floranada Way, Delray Beach, Florida 33446 (the
      "Executive").

     

     

    WITNESSETH
      :

     

     

    WHEREAS,
      the Company desires to employ the Executive and to receive certain services
      from
      him, and the Executive is willing to be employed and to render such services
      to
      the Company, all upon the terms and subject to the conditions contained
      herein.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants and agreements contained
      herein, and other good and valuable consideration, the receipt and sufficiency
      of which is hereby acknowledged, the parties agree as follows: 

     

    1
      1. Recitals:
      The
      foregoing recitals are true and correct and are incorporated herein by reference
      thereto.

     

    2. Employment.

     

    The
      Company hereby agrees to employ Executive, and Executive agrees to be employed
      by the Company, on the terms and conditions herein contained, to serve as the
      Executive Vice President of the Company and a member of the Board of Directors
      of the Company. Executive shall report to Company’s President and Chief
      Operating Officer (or such other person as shall be determined by the Board
      of
      Directors of Company). Executive’s responsibilities shall include the continued
      development of Company’s Branded Products Program and its international
      franchising program, as well as to render such services in connection with
      Company’s (or any of its affiliate’s) business as the Company’s Board of
      Directors shall reasonably require from time to time. The Executive shall devote
      substantially all of his business time, energy, skill and efforts to the
      performance of his duties hereunder and shall faithfully and diligently serve
      the Company. The foregoing shall not prevent Executive from participating in
      not-for-profit activities or from managing his passive personal investments
      provided that these activities do not materially interfere with Executive's
      obligations hereunder.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

    3
      3. Term
      of Employment.

     

    Executive's
      employment under this Agreement shall be for a term commencing on May 31, 2007
      (the "Effective Date") and, subject to earlier termination as provided in
      Section 8 below, terminating on September 30, 2008 (the "Initial Term"). The
      Initial Term shall be automatically extended for successive one-year periods
      (the "Additional Terms") unless terminated at the end of the Initial Term or
      any
      Additional Term by either party upon one hundred eighty (180) days’ prior
      written notice given to the other party (the Initial Term and any Additional
      Terms shall be referred to as the "Employment Term"). Notwithstanding anything
      else herein, the provisions of Section 9 hereof shall survive and remain in
      effect notwithstanding the termination of the Employment Term.

     

    4
      4. Compensation.

     

    (a) As
      compensation for his services under this Agreement, the Company shall pay
      Executive a salary at the rate of Two Hundred Ten Thousand Dollars ($210,000)
      per year (the "Base Salary"), payable in equal installments (not less frequently
      than monthly) and subject to withholding in accordance with the Company's normal
      payroll practices. The Executive's Base Salary shall be reviewed annually by
      the
      Company and may be increased, but not decreased, in the Company's sole
      discretion.

     

    (b) In
      addition to the Base Salary, Executive shall participate in any executive bonus
      program established by the Company from time to time. 

     

    5
      5. Benefits
      and Fringes.

     

    During
      the Employment Term, Executive shall be entitled to such benefits and fringes,
      if any, as are generally provided from time to time by the Company to its
      executive employees of a comparable level, including any life, medical or dental
      insurance plans for the benefit of Executive and members of his immediate
      family, and pension, profit-sharing, 401(k) and other similar plans and on
      the
      same terms as so provided. Notwithstanding the foregoing, the Executive shall
      be
      provided with long-term disability insurance providing for payment of a minimum
      monthly benefit of $6,896 and with life insurance, payable to his designated
      beneficiary, at least equal to $1,000,000; and provided, further that Executive
      shall be provided with an automobile allowance of $1,000 per month during the
      Employment Term. 

     

    
      
         

      

      
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    6
      6. Expenses.

     

    The
      Company shall reimburse Executive in accordance with its expense reimbursement
      policy as in effect from time to time for all reasonable expenses (including,
      without limitation, Executive’s professional dues, license fees, continuing
      educational courses, professional association membership fees, airplane travel
      and other travel expenses and reasonable expenses related to the repair and
      maintenance of the automobile used by him for business purposes) incurred by
      Executive in connection with the performance of his duties under this Agreement
      upon the presentation by Executive of an itemized account of such expenses
      and
      appropriate receipts.

     

    7
      7. Vacation.

     

    During
      the Employment Term, Executive shall be entitled to vacation in accordance
      with
      the Company's practices, provided that Executive shall be entitled to not less
      than four (4) weeks paid vacation in each full contract year. Any vacation
      not
      taken in any year shall be deemed to be forfeited by the Executive as of October
      1 of the succeeding year.

     

    8
      8. Termination.

     

    (a) Executive's
      employment under this Agreement and the Employment Term shall terminate as
      follows:

     

    (i) automatically
      on the date of Executive's death.

     

    (ii) Upon
      written notice given by the Company to the Executive if Executive is unable
      to
      perform his material duties hereunder for 180 days (whether or not continuous)
      during any period of 360 consecutive days by reason of physical or mental
      disability.

     

    (iii) Upon
      written notice by the Company to the Executive for Cause. Cause shall mean
      (A)
      the Executive's conviction of a felony involving moral turpitude (after
      exhaustion or lapse of all rights of appeal); (B) willful refusal to perform
      his
      duties as Executive Vice President or director of the Company and as otherwise
      set forth in Section 2 hereof, which is not remedied promptly after receipt
      by
      the Executive of written notice from the Company specifying the details thereof;
      and (C) Executive's dishonesty in the performance of his duties. Upon a
      termination for Cause, Executive (and his representative) shall be given the
      opportunity to appear before the Board of Directors of the Company (the “Board”)
      to explain why the Executive believes that Cause did not occur. Such appearance
      shall be scheduled on no less than twenty (20) and no more than forty (40)
      days
      written notice to Executive. In the event the Board agrees with the Executive,
      which shall be a determination made in its sole discretion, the Executive shall
      be retroactively reinstated in his position. The removal pending such Board
      meeting shall not be deemed Good Reason under (vi) below.

     

    
      
         

      

      
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    (iv) Upon
      written notice by the Company without Cause.

     

    (v) Upon
      the
      voluntary resignation of the Executive without Good Reason upon sixty (60)
      days
      prior written notice to the Company (which the Company may in its sole
      discretion make effective earlier).

     

    (vi) Upon
      the
      written resignation of the Executive for Good Reason stating with specificity
      the details of the Good Reason, if the stated Good Reason is not cured within
      thirty (30) days of the giving of such notice. "Good Reason" shall mean (A)
      relocation of the Executive's office, or materially change the location at
      which
      Executive is required to perform his duties, from within the Territory, (B)
      any
      material reduction in his authority, duties or responsibilities or (C) any
      other
      material breach of any provision of this Agreement by the Company. For purposes
      hereof, "Territory" shall mean Broward, Miami-Dade and Palm Beach Counties,
      Florida.

     

    (vii) Upon
      written notice of non-renewal by the Company or Executive pursuant to Section
      3
      hereof.

     

    (b) Upon
      any
      termination of the Employment Term Executive shall be entitled to receive any
      unpaid salary and accrued vacation through his date of termination and any
      benefits under any benefit plan in accordance with the terms of said plan.
      In
      addition, (i) if the termination is pursuant to (a)(iv) or (a)(vi) above,
      Executive shall receive (without a duty to mitigate) severance pay in a lump
      sum
      equal to three (3) times the amount of Executive’s Base Salary in effect at the
      time of termination, and (ii) if termination is by the Company pursuant to
      (a)(vii) above, Executive shall receive (without a duty to mitigate) severance
      pay in a lump sum equal to Executive’s Base Salary in effect at the time of
      termination. Such lump sum severance payments shall be paid within thirty (30)
      and fifteen (15) days, respectively, after the date of termination. In the
      event
      termination is pursuant to (a)(ii) alone, Executive shall receive in monthly
      payments for one (1) year thereafter Executive’s Base Salary in effect at the
      time of termination reduced by any disability benefits or worker's compensation
      salary replacement he receives from any program sponsored or made available
      by
      the Company or a governmental entity. In the event of termination other than
      pursuant to (a)(i), (a)(iii) or (a)(v), to the extent the Executive or his
      dependents are eligible for COBRA coverage, the Company shall pay the cost
      of
      such coverage for the maximum period permitted under federal law. The Company
      shall have no other obligations to the Executive.

     

    9. Confidential
      Information and Non-Competition.

     

    (a) Executive
      acknowledges that as a result of his employment by the Company, Executive will
      obtain secret and confidential information as to the Company and its affiliated
      entities, that the Company and its affiliated entities will suffer substantial
      damage, which would be difficult to ascertain, if Executive shall enter into
      Competition (as defined below) with the Company or any of its affiliated
      entities and that because of the nature of the information that will be known
      to
      Executive it is necessary for the Company and its affiliated entities to be
      protected by the prohibition against Competition set forth herein, as well
      as
      the confidentiality restrictions set forth herein. Executive acknowledges that
      the provisions of this Agreement are reasonable and necessary for the protection
      of the business of the Company and its affiliated entities and that part of
      the
      compensation paid under this Agreement is in consideration for the agreements
      in
      this Section 9.

     

    
      
         

      

      
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    (b) Competition
      shall mean:

     

    (i) participating,
      directly or indirectly, as an individual proprietor, partner, stockholder,
      officer, employee, director, joint venturer, investor, lender, consultant or
      in
      any capacity whatsoever (A) in the State of Florida or New York in a business
      in
      competition with the quick-service restaurant business or (B) in the United
      States, in a business in competition with the business of selling food products
      to the foodservice industry, in each case as conducted by the Company, its
      affiliated entities or its licensees during the Employment Term; provided,
      however, that such prohibited participation shall not include: (x) the mere
      ownership of not more than one percent (1%) of the total outstanding stock
      of a
      publicly held company; (y) the performance of services for any enterprise to
      the
      extent such services are not performed, directly or indirectly, for a business
      in the aforesaid Competition; or (z) any activity engaged in with the prior
      written approval of the Board.

     

    (ii) recruiting,
      soliciting or inducing any nonclerical employee or employees of the Company
      or
      its affiliated entities to terminate their employment with, or otherwise cease
      their relationship with, the Company or its affiliated entities or hiring or
      assisting another person or entity to hire any nonclerical employee of the
      Company or its affiliated entities. Notwithstanding the foregoing, if requested
      by an entity with which Executive is not affiliated, Executive may serve as
      a
      reference for any person who at the time of the request is not an employee
      of
      the Company or any of its affiliated entities.

     

    If
      any
      restriction set forth in above items (i) and/or (ii) is found by any court
      of
      competent jurisdiction, or an arbitrator, to be unenforceable because it extends
      for too long a period of time or over too great a range of activities or in
      too
      broad a geographic area, it shall be interpreted to extend over the maximum
      period of time, range of activities or geographic area as to which it may be
      enforceable.

     

    (c) During
      and after the Employment Term, Executive shall hold in a fiduciary capacity
      for
      the benefit of the Company and its affiliated entities all secret or
      confidential information, knowledge or data relating to the Company and its
      affiliated entities, and their respective businesses, including any confidential
      information as to customers or vendors of the Company or its affiliated
      entities, (i) obtained by Executive during his employment by the Company or
      its
      affiliated entities; and (ii) not otherwise public knowledge or known within
      the
      Company's or its affiliated entities’ industries. Executive shall not, without
      prior written consent of the Company, unless compelled pursuant to the order
      of
      a court or other governmental or legal body having jurisdiction over such
      matter, communicate or divulge any such information, knowledge or data to anyone
      other than the Company and those designated by it. In the event Executive is
      compelled by order of a court or other governmental or legal body to communicate
      or divulge any such information, knowledge or data to anyone other than the
      Company and those designated by it, Executive shall promptly notify the Company
      of any such order and shall cooperate fully with the Company in protecting
      such
      information to the extent possible under applicable law.

     

    (d) Upon
      termination of Executive's employment with the Company, or at any other time
      as
      the Company may request, Executive will promptly deliver to the Company all
      documents which Executive may possess or have under his direction or control
      (whether prepared by the Company, an affiliated entity, Executive or a third
      party) relating to the Company or its affiliated entities or any of their
      respective businesses or properties.

     

    (e) During
      the Employment Term and for a period of one (1) year following termination
      thereof (except for termination pursuant to Section 8(a)(iv) or (vi)), Executive
      shall not enter into Competition with the Company or any of its affiliated
      entities.

     

    
      
         

      

      
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    (f) In
      the
      event of a breach or potential breach of this Section 9, Executive acknowledges
      that the Company and its affiliated entities will be caused irreparable injury
      and that money damages may not be an adequate remedy and agree that the
      affiliated entities shall be entitled to injunctive relief (in addition to
      its
      other remedies at law) to have the provisions of this Section 9
      enforced.

     

    10
      10. Executive
      Representation.

     

    Executive
      represents and warrants that he is under no contractual or other limitation
      from
      entering into this Agreement and performing his obligations
      hereunder.

     

    11
      11. Indemnification

     

    The
      Executive shall be entitled to be indemnified by the Company for his actions
      as
      an officer, director, employee, agent or fiduciary of the Company or its
      affiliated entities to the fullest extent permitted by applicable law and shall,
      to the extent the Company does not or is unable as a result of a conflict
      between the parties to undertake his defense, have reasonable legal fees
      (including, but not limited to, a retainer fee) and other reasonable expenses
      paid to him in advance of final disposition of a proceeding, provided that
      he
      has actually incurred such expenses and he executes an undertaking to repay
      such
      amounts if, and to the extent, required to do so by applicable law. The Company
      shall cover the Executive under any directors’ and officers’ liability insurance
      policy to the same extent as its other senior officers.

     

    12. Intentionally
      omitted. 

     

    13
      13. Change
      of Control.

     

    Upon
      a
“Change of Control” (as defined below) of the Company, the Company shall pay
      Executive, within thirty (30) days of such event, a lump sum equal to three
      (3)
      times the amount of his Base Salary in effect at the time of such event,
      together with a pro rata portion of the bonus accrued through the date of such
      Change of Control. As used herein “Change of Control” means (a) a change in
      control as such term is presently defined in Regulation 240.12b-2 under the
      Securities Exchange Act of 1934 ("Exchange Act"); or (b) if any "person" (as
      such term is used in Section 13(d) and 14(d) of the Exchange Act) (other than
      any "person" who on the date of this Agreement is a director or officer of
      the
      Company), becomes the "beneficial owner" (as defined in Rule 13(d)-3 under
      the
      Exchange Act), directly or indirectly, of securities of the Company representing
      twenty (20%) percent of the voting power of the Company’s then outstanding
      securities; or (c) if during any period of two (2) consecutive years during
      the
      term of Executive's employment, individuals who at the beginning of such period
      constitute the Board of Directors of the Company cease for any reason to
      constitute at least a majority thereof.

     

    
      
         

      

      
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    14. Entire
      Agreement; Modification.

     

    This
      Agreement constitutes the full and complete understanding of the parties hereto
      and will supersede all prior agreements and understandings, oral or written,
      with respect to the subject matter hereof between the Executive and the Company
      and its current and prior subsidiaries and affiliates. Each party to this
      Agreement acknowledges that no representations, inducements, promises or
      agreements, oral or otherwise, have been made by either party, or anyone acting
      on behalf of either party, which are not embodied herein and that no other
      agreement, statement or promise not contained in this Agreement shall be valid
      or binding. This Agreement may not be modified or amended except by an
      instrument in writing signed by the party against whom or which enforcement
      may
      be sought.

     

    15
      15. Severability.

     

    Any
      term
      or provision of this Agreement which is invalid or unenforceable in any
      jurisdiction shall, as to such jurisdiction, be ineffective to the extent of
      such invalidity or unenforceability without rendering invalid or unenforceable
      thc remaining terms and provisions of this Agreement or affecting the validity
      or enforceability of any of the terms of provisions of this Agreement in any
      other jurisdiction.

     

    16
      16. Waiver
      of Breach.

     

    The
      waiver by any party of a breach of any provisions of this Agreement, which
      waiver must be in writing to be effective, shall not operate as or be construed
      as a waiver of any subsequent breach.

     

    
      
         

      

      
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    17. Notices.

     

    All
      notices hereunder shall be in writing and shall be deemed to have been duly
      given when delivered by hand, or one day after sending by express mail or other
      "overnight mail service," or three days after sending by certified or registered
      mail, postage prepaid, return receipt requested. Notice shall be sent as
      follows: if to Executive, to the address as listed in the Company's records;
      and
      if to the Company, to the Company at its office as set forth at the head of
      this
      Agreement, to the attention of its Vice President and Chief Financial Officer.
      Either party may change the notice address by notice given as
      aforesaid.

     

    18
      18. Assignability;
      Binding Effect.

     

    This
      Agreement shall be binding upon and inure to the benefit of Executive and
      Executive's legal representatives, heirs and distributees, and shall be binding
      upon and inure to the benefit of the Company, its successors and assigns. This
      Agreement may not be assigned by the Executive. This Agreement may not be
      assigned by the Company except in connection with a merger or a sale by the
      Company of all or substantially all of its assets and then only provided the
      assignee specifically assumes in writing all of the Company's obligations
      hereunder.

     

    19
      19. Governing
      Law.

     

    (a) All
      issues pertaining to the validity, construction, execution and performance
      of
      this Agreement shall be construed and governed in accordance with the laws
      of
      the State of New York, without giving effect to the conflict or choice of law
      provisions thereof.

     

    (b) Any
      dispute or controversy with regard to this Agreement, other than injunctive
      relief pursuant to Section 9, shall be settled by arbitration in New York,
      New
      York before the American Arbitration Association ("AAA") in accordance with
      the
      Rules of Commercial Arbitration of the AAA. The decision of the arbitrators
      shall be final and binding upon the parties hereto and may be entered in any
      court having jurisdiction. The Company shall advance all of the Executive’s
      expenses (including, without limitation, reasonable counsel fees) incurred
      in
      connection with such arbitration, provided that Executive shall repay the same
      in the event he is not, to any extent, the prevailing party.

     

    20
      20. Headings.

     

    The
      headings in this Agreement are intended solely for convenience of reference
      and
      shall be given no effect in the construction or interpretation of this
      Agreement.

     

    21
      21. Counterparts.

     

    This
      Agreement may be executed in several counterparts, each of which shall be deemed
      to be an original but all of which together shall constitute one and the same
      instrument.

    
      
         

      

      
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    IN
      WITNESS WHEREOF, the Company has caused this Agreement to be duly executed
      by an
      authorized officer and Executive has hereunto set his hand as of the date first
      set forth above.

     

    
      	 	 	 
	 	NATHAN’S
              FAMOUS,
              INC.
	 
 	 
 	 
 
	 	By:  	/s/ Eric
              Gatoff 
	 	
              
Name:
              Eric Gatoff
	 	Title:  
              C.E.O.
	 	 
	 	/s/ Donald L. Perlyn 
	 	
              
Donald
              L. Perlyn


    

     

    
      
         

      

      
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