EXHIBIT 10.21**EXECUTION COPY****EMPLOYMENT AGREEMENT**     EMPLOYMENT AGREEMENT (“Employment Agreement”), dated as of June 1, 2007, between Perkins &Marie Callender’s Inc. (the “Company”), and Charles A. Conine (the “Executive”).     WHEREAS, the Executive is currently a party to an employment agreement between the Company’ssubsidiary, Marie Callender Pie Shops, Inc., and the Executive, dated as of November 12, 1999 (the“1999 Employment Agreement”);     WHEREAS, the Company wishes to assure itself of the management services of the Executive forthe period provided in this Employment Agreement, and the Executive desires to serve in the employof the Company for such period, upon the terms and conditions hereinafter provided that thisEmployment Agreement shall supersede the 1999 Employment Agreement.     IT IS THEREFORE AGREED AS FOLLOWS:     1. Employment, Duties and Acceptance.          1.1 Employment by the Company. Effective June 1, 2007 (the “Effective Date”), theCompany hereby employs the Executive, for itself and its affiliates, for the Term (as hereindefined), to render exclusive and full-time services in the capacity of Executive Vice President,Human Resources & Administration of the Company, subject to the direction of the Company’s ChiefExecutive Officer and the Board of Directors of TRC Holdings LLC, the indirect parent of theCompany (the “Board of Directors”), in accordance with applicable law and the Company’s corporategovernance policies. The Executive may engage in personal, charitable, professional and investmentactivities except to the extent that the Board of Directors reasonably determines that any suchactivity conflicts or significantly interferes with the performance of his responsibilities to theCompany under this Employment Agreement.          1.2 Duties/Authority. The Executive shall have responsibilities commensurate with theoffice of Executive Vice President, Human Resources & Administration, subject to the control anddirection of the Chief Executive Officer and Board of Directors in accordance with applicable lawand the Company’s corporate governance policies. The Executive agrees to hold such additionaloffices of the Company and its affiliates as may reasonably be assigned to him by the Board ofDirectors or the Chief Executive Officer from time to time.          1.3 Acceptance of Employment by the Executive. The Executive accepts such employmentand shall render the services described above. Subject to election (ii) by the Company’sstockholders or appointment by the Board of Directors, the Executive may also serve during all orany part of the Term as a director of the Company, and (ii) by the Company, the Executive may alsoserve during all or any part of the Term as an officer or director of any other entity controlledby or under common control with the Company, in each case without any compensation therefor otherthan that specified in this Employment Agreement.
 

 
          1.4 Place of Employment. The Executive’s principal place of employment shall beMemphis, TN (the “Headquarters”), subject to such reasonable travel as the rendering of theservices hereunder may require, at the direction of the Chief Executive Officer. The Companyacknowledges that the Executive’s performance of his duties requires travel to various locationsand to that extent there is no mandatory minimum number of days he is expected to be present at theHeadquarters. Unless agreed to otherwise in writing by the Executive, the Company shall not changethe Executive’s principal place of employment further than fifty (50) miles from the Headquarters.     2. Term of Employment. Subject to earlier termination pursuant to Section 4 of thisEmployment Agreement, the initial term of Executive’s employment under this Employment Agreementshall commence on the Effective Date and shall end eighteen (18) months following the EffectiveDate (the “Initial Term”); provided that the term shall automatically renew for successiveperiods of one year (each such one year period, a “Subsequent Term”) until one of the parties giveswritten notice of non-renewal to the other party at least 90 days before the end of the InitialTerm or any Subsequent Term, as applicable, unless sooner terminated as herein provided. For thepurposes of this Employment Agreement, (i) “Term” shall mean the Initial Term, or the SubsequentTerm, as appropriate, and (ii) if a party gives the other party a notice of non-renewal pursuanthereto, this Employment Agreement shall be deemed to expire at the end of the current Term and notermination shall be deemed to have occurred for the purpose of Section 4.     3. Compensation.          3.1 Salary. As compensation for all services to be rendered pursuant to thisEmployment Agreement, the Company (directly or through one or more subsidiaries) shall pay theExecutive during the Term a salary of $244,000 per annum (the “Base Salary”), payable not lessfrequently than monthly, less such deductions as shall be required to be withheld by applicable lawand regulations. The Executive’s Base Salary shall be reviewed at least annually by the Board ofDirectors and may be increased from time to time, but in no event shall the amount of theExecutive’s Base Salary be decreased from its then existing level.          3.2 Incentive Bonus. The Executive shall be eligible to receive an annual bonus (the“Incentive Bonus”) under a plan established by the Company from time to time in the amountdetermined by the Board of Directors based upon achievement of performance measures derived fromthe annual business plan approved by the Board of Directors and payable on the date such bonusesare paid to other executives of the Company. The Executive’s target bonus shall be 45% of BaseSalary (the “Target Bonus”). Except as otherwise provided in Section 4, the Incentive Bonus shallbe pro-rated to reflect the percentage of the fiscal year the Executive has performed services forthe Company pursuant to this Employment Agreement.          3.3 Participation in Employee Benefit Plans. The Executive shall be permitted duringthe Term, if and to the extent eligible, to participate in any group life, hospitalization,accidental death and dismemberment or disability insurance plan, health (Executive Health and LifeBenefit Plan) program, pension plan or similar benefit plan or perquisite program of the Company,which may be available generally to other senior executives
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and managers of the Company and its subsidiaries on the same terms as such other persons inaccordance with the terms of such plans and programs. The Board of Directors may determine tooffer the Executive participation in other compensation or benefit plans, in its discretion.          3.4 Expenses. Subject to such written policies, applicable to senior executivesgenerally, as may from time to time be established by the Board of Directors, the Company shall payor reimburse the Executive for all reasonable expenses (including travel expenses) actuallyincurred or paid by the Executive during the Term in the performance of the Executive’s servicesunder this Employment Agreement upon presentation of expense statements or vouchers or such othersupporting information as it may require.          3.5 Vacation. The Executive shall be entitled to such amount of vacation which isavailable generally to other senior executives and managers of the Company and its subsidiaries;provided, that in no event shall the Executive receive a total number of annual vacationdays less than the number of annual vacation days to which the Executive was entitled immediatelyprior to May 3, 2006. The Executive shall be permitted to carry-over a maximum number of accruedbut unused vacation days equal to the greater of (x) three (3) times the number of annual vacationdays for which the Executive is eligible and (y) the maximum number of days permitted pursuant tothe vacation policies of the Company.          3.6 Insurance. During the Term, the Company shall maintain director’s and officer’sliability indemnification and insurance coverage for the Executive.          3.7 Automobile Allowance. The Executive shall be permitted to use a vehicle providedby the Company and/or receive an automobile allowance from the Company in accordance with thepolicies of the Company, provided, however, such Company vehicle or automobile allowanceshall be no less favorable to the Executive than any such benefit received by the Executive priorto the Effective Date.     4. Termination.          4.1 Termination upon Death. If the Executive dies during the Term, this EmploymentAgreement shall terminate and the Company shall pay to the Executive (i) all Base Salary andbenefits from the Company and its employee benefit plans earned and accrued as of the date oftermination and (ii) a pro rata amount of his annual Incentive Bonus in accordance with the termsof the Plan, determined at the end of the fiscal year in which the Executive’s death occurred, andpro rated through the date of termination.          4.2 Termination upon Disability. If during the Term the Executive becomes physicallyor mentally disabled, whether totally or partially, so that Executive is unable to perform theessential functions of his employment, with or without reasonable accommodations (as determined, ingood faith, by the Board of Directors) for (i) a period of three (3) consecutive months, or (ii)for shorter periods aggregating three (3) months during any six (6) month period, the Company mayat any time after the last day of the three (3) consecutive months of disability or the day onwhich the shorter periods of disability equal an aggregate of three (3) months, by written noticeto the Executive, terminate the Term of the Executive’s employment hereunder. Nothing in thisSection 4.2 shall be deemed to extend the Term. In the
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event of termination of this Employment Agreement by reason of disability, the Company shallpay to the Executive (i) the Executive’s Base Salary on the date of termination for the lesser offour (4) months or the remainder of the Term, payable in accordance with the provisions of Section3.1 hereof, (ii) all Base Salary and benefits from the Company and its employee benefit plansearned and accrued as of the date of termination and (iii) a pro rata amount of his annualIncentive Bonus in accordance with the terms of the Plan, determined at the end of the fiscal yearin which the disability occurred, and pro rated through the date of termination.          4.3 Termination for Cause or Without Good Reason. The Company may at any time bywritten notice to the Executive terminate the Term of the Executive’s employment hereunder forCause and the Executive may at any time by written notice to the Company terminate the Term of theExecutive’s employment hereunder without Good Reason and, in either such case, the Executive shallhave no right to receive any compensation or benefit hereunder on and after the effective date ofsuch notice other than Base Salary and benefits accrued but not paid as of the date of termination.          4.4 Termination with Good Reason or without Cause. During the Term, the Executive mayterminate his employment with the Company at any time with Good Reason, and the Company mayterminate the Executive’s employment without Cause, upon 10 (ten) days’ written notice to the otherparty hereto. Subject to Section 4.6, the Executive shall have the right to continue to receivehis Base Salary (the “Termination Payments”) and to continue to be a participant in the Company’sExecutive Health and Life Benefit Plan (the “Termination Benefits”), as in effect on the date ofsuch notice, payable in accordance with the provisions of Sections 3.1 and 3.3 hereof, for theremainder of the Term; provided, that in the event that the Executive’s participation inany benefit plans, programs, practices or policies referred to in Section 3.3 is barred by theterms of such plans, programs, practices or policies due to the termination of the Executive’semployment with the Company, then the Company shall provide him with benefits substantially similarto those which he would be entitled to as a participant in such benefit plans, programs, practicesor policies; providedfurther, that (subject to Section 4.6) the Executive shallreceive such Base Salary and group health benefits for a minimum of twelve months from theeffective date of such notice. In the event the Executive’s employment terminates pursuant to thisSection 4.4, he shall be entitled to receive a pro rata amount of his annual Incentive Bonus inaccordance with the terms of the Plan, determined at the end of the fiscal year in which theExecutive’s employment terminated, and pro rated through the date of termination; providedfurther, that if the Executive’s employment is terminated pursuant to this Section 4.4after a Change in Control has occurred, in the event that any payment or distribution by theCompany to or for the benefit of the Executive (whether pursuant to the terms of this EmploymentAgreement or otherwise) (a “Payment”) would be subject to the excise tax imposed by Section 4999 ofthe Internal Revenue Code of 1986, as amended (the “Code”), or any interest or penalties areincurred by the Executive due to the miscalculation by an independent auditor with respect to suchexcise tax or untimely payment of the Gross-Up Payment (as defined below) by the Company withrespect to such excise tax (such excise tax, together with any interest or penalties thereonincurred by the Executive due to miscalculation by the independent auditor or untimely payment ofthe Gross-Up Payment (as defined below) by the Company, are hereinafter referred to as the “ExciseTax”), then the Company will pay to the Executive an additional payment (the “Gross-Up Payment”) inan amount such that after payment by the Executive of all taxes, including, without limitation, anyincome taxes and
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Excise Tax imposed upon the Gross-Up Payment, the Executive retains an amount of the Gross-UpPayment equal to the Excise Tax imposed upon the Payments. The determination of amounts requiredto be paid pursuant to the preceding proviso shall be made by an independent auditor selected andpaid by the Company. Such independent auditor shall be a nationally recognized United Statespublic accounting firm, which may be the independent accounting firm used by the Company to auditits financial statements unless such accounting firm is serving as the accountant or auditor forthe individual, entity or group effecting the Change in Control.          4.5 Definitions. For purposes hereof:     (a) The term “Cause” shall mean: as determined in good faith by the Board of Directors (orits designee), (i) the Executive’s material breach of any of the Executive’s obligations under thisEmployment Agreement; (ii) the Executive’s continued and deliberate neglect of, willful misconductin connection with the performance of, or refusal to perform the Executive’s duties, which, in thecase of neglect or failure to perform, has not been cured within thirty (30) days after theExecutive has been provided notice of the same; (iii) the Executive’s engagement in any conductwhich injures the integrity, character, business or reputation of the Company or any of itssubsidiaries or affiliates or which impugns the Executive’s own integrity, character or reputationso as to cause the Executive to be unfit to act on behalf of the Company; or (iv) the Board ofDirector’s good faith determination that the Executive has committed an act or acts constituting afelony, or other act involving dishonesty, disloyalty or fraud against the Company or any of itssubsidiaries or affiliates.     (b) The term “Good Reason” shall mean: (i) the assignment to the Executive of duties andresponsibilities not commensurate with his status as the Executive Vice President, Human Resources& Administration of the Company, (ii) the failure of the Company to provide Base Salary, bonusopportunity and benefits to the Executive as required herein or (iii) the failure of the Company toadhere in any substantial manner to any of its other covenants herein, provided that any ofthe foregoing continues for a period of 20 days after written notice thereof, specifying the naturethereof and requesting that it be cured, is given by the Executive to the Company;provided, that if a Change in Control has occurred the term “Good Reason” shall also mean(iv) any other action by the Company which results in a diminishment in the Executive’s position,authority, duties or responsibilities to any substantial degree, (v) any material adverse change inthe Executive’s benefits or perquisites, or (vi) the Company’s requiring the Executive to be basedat any office or location more than 50 miles from that which the Executive is based immediatelyprior to the Change in Control. Executive’s election to terminate his employment for Good Reasonshall in no way limit or restrict his remedies at law or equity for a breach of this EmploymentAgreement.     (c) The term “Change in Control” shall mean: (i) the sale of all or substantially all of thebusiness and/or assets of the Company to a person or entity that is not a subsidiary or otheraffiliate of the Company or Castle Harlan Inc. (“CHI”), (ii) the merger or consolidation or otherreorganization of the Company with or into one or more entities that are not subsidiaries or otheraffiliates of the Company or CHI, which results in less than 50% of the outstanding equityinterests of the surviving or resulting entity immediately after the reorganization being owned,directly or indirectly, by the holders (or affiliates of the holders) of
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equity interests of the Company, immediately before such reorganization and (iii) approval bythe stockholders of the Company of the dissolution or liquidation of the Company.          4.6 Mitigation of Damages.     (a) Subject to the Executive’s obligations set forth in Section 5 of this Agreement, thatsurvive the termination of the Executive’s employment, the Executive shall be obligated to use hisreasonable best efforts to mitigate the Executive’s entitlement to Termination Payments andTermination Benefits under this Employment Agreement by pursuing “Replacement Employment” aftertermination of his employment hereunder. For the purposes hereof, “Replacement Employment” shallmean a similar or better position with a company at a location no more than 50 miles from theHeadquarters, provided that the base salary, or base salary and target bonus, for such position isequal to or greater than the Executive’s Base Salary under this Employment Agreement (as increasedpursuant to Section 3.1) at the time of his termination of employment with the Company.     (b) If Executive receives (or accrues) compensation for his services while he is entitled toreceive the Termination Payments and the Termination Benefits, the Termination Payments shall bereduced by the amount of the compensation so received (or accrued), and the payment of theTermination Benefits shall cease to the extent the Executive becomes eligible to receive similarbenefits from a new employer or third party. Executive shall immediately notify the Company inwriting of any employment obtained by the Executive during the period that the Executive isentitled to receive Termination Payments or Termination Benefits, which notice shall contain theamount of income the Executive will receive and the time of receipt. The Executive shall also giveimmediate notice to the Company of any changes in such employment or income.     5. Covenants.          5.1 Non-Solicitation or Hire. During the Term and for a period of two years followingthe termination of the Executive’s employment for any reason, the Executive shall not directly orindirectly (a) solicit or attempt to solicit or induce, directly or indirectly, any party who is acustomer or client of the Company or its subsidiaries, or who was a customer or client of theCompany or its subsidiaries at any time during the twelve (12) month period immediately prior tothe date the Executive’s employment terminates, for the purpose of marketing, selling or providingto any such party any services or products offered by or available from the Company or any of itssubsidiaries; (b) interfere with or attempt to interfere with any business relationships (whetherformed during, or after the Term) of the Company or any of its subsidiaries with their suppliers;(c) solicit, or attempt to solicit or induce, directly or indirectly, any employee of the Companyor its subsidiaries or any person, who was an employee of the Company or its subsidiaries duringthe twelve (12) month period immediately prior to the date the Executive’s employment hereunderterminates, to terminate such employee’s employment relationship with the Company or itssubsidiaries in order to enter into a similar relationship with the Executive, or any other personor entity; or (d) hire any employee of the Company or its subsidiaries or any person, who was anemployee of the Company or any of its subsidiaries during the twelve (12) month period immediatelyprior to the date the Executive’s employment hereunder terminates.
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          5.2 Non-Competition. While the Executive is employed and for a period following thetermination of the Executive’s employment equal to the Non-Competition Restricted Period (asdefined below), the Executive shall not, whether individually as a director, manager, member,stockholder, partner, owner, employee, consultant or agent of any business, or in any othercapacity, other than on behalf of the Company, organize, establish, own, operate, manage, control,engage in, participate in, invest in, permit his name to be used by, act as a consultant or advisorto, render services for (alone or in association with any person, firm, corporation or businessorganization), or otherwise assist any person or entity that engages in or owns, invests in,operates, manages or controls any venture or enterprise which engages or proposes to engage in anybusiness conducted by the Company or its subsidiaries (x) on the date of the Executive’stermination of employment (including, without limitation, any business which the Company or itssubsidiaries has specific plans to conduct in the future and as to which the Executive is aware) or(y) within twelve (12) months prior to the Executive’s termination of employment with the Company,in each case, in the geographic locations where the Company or its subsidiaries engage or proposeto engage in such business (the “Competitive Business”). Notwithstanding the foregoing, theExecutive may, directly or indirectly own, solely as an investment, securities of any firm,partnership, joint venture, association, corporation or other business organization, entity orenterprise engaged in the business of the Company which are publicly traded on a national orregional stock exchange or on the over-the-counter market if the Executive is not a controllingperson of, or a member of a group which controls, such entity and does not directly or indirectlyown 5% or more of any class of securities of such entity. Should any provision of this Section 5.2conflict with the provisions of any other written agreement between the Company and the Executive,this Section 5.2 shall govern.     For the purposes of this Employment Agreement, the term Non-Competition Restricted Periodshall mean (x) the period the Executive is entitled to receive payments or benefits pursuant toSection 4.4 hereof, if the Executive’s employment terminates without Cause or if the Executiveterminates his employment for Good Reason and (y) a period of one year if the executive’semployment hereunder terminates for any other reason.          5.3 Confidentiality. Executive agrees that:     (a) Except to the extent (i) authorized by the express prior consent of the Board ofDirectors, (ii) required by law or any legal process or (iii) desirable in performing theExecutive’s duties under this Employment Agreement, the Executive will not, directly or indirectly,at any time during the Term, or at any time subsequent to the termination of the Executive’semployment hereunder, disseminate, disclose or divulge, to any person, firm, corporation,association or other business entity, Confidential Information of the Company. In the event of abreach or threatened breach by the Executive of this Section 5.2, the Company shall be entitled toinjunctive relief as well as other applicable remedies at law or in equity available to the Companyagainst the Executive or others. For purposes hereof, “Confidential Information of the Company”shall mean any and all information about the Company or any affiliates of the Company, or relatingto the Company’s or its affiliates’ trade secrets, recipes, operating plans, financial performance,intentions with respect to expansions (including with respect to real estate), in each casedisclosed to the Executive or known by the Executive as a consequence of or through the Executive’srelationship with the Company, if such information is not publicly available (other than through abreach by the Executive of this Section 5.2).
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     (b) All computer software, business cards, telephone lists, client lists, prospective clientlists, price lists, contract forms, catalogs, books, records, files, recipes, operating plans, andknow-how acquired while the Executive is employed by or otherwise affiliated with the Company areacknowledged to be the property of the Company and shall not be duplicated, removed from theCompany’s possession or premises or made use of other than in pursuit of the business of theCompany or as may otherwise be required by law or any legal process, or as is necessary inconnection with any adversarial proceeding against the Company and, upon termination of the Termfor any reason, the Executive shall deliver to the Company, without further demands, all copiesthereof which are then in the Executive’s possession or under his control.          5.4 Remedies; Specific Performance. The parties acknowledge and agree that theExecutive’s breach or threatened or attempted breach of any of the covenants or restrictions setforth in this Section 5 will result in irreparable and continuing damage to the Company and itssubsidiaries for which there may be no adequate remedy at law and that the Company shall beentitled to equitable relief, including but not limited to, specific performance and injunctiverelief as remedies for any such breach or threatened or attempted breach. The Executive alsoagrees that such remedies shall be in addition to any and all remedies, including damages,available to the Company against the Executive for such breaches or threatened or attemptedbreaches. The non-prevailing party shall pay the reasonable legal costs of the prevailing party inany such action pursuant to this Section 5.4. In addition, without limiting the Company’s and itssubsidiaries’ remedies for any breach by the Executive of any covenants or restrictions set forthin this Section 5, in the event of such breach, (i) the Executive shall not be entitled to anypayments set forth in Section 4 hereof, except as required by law, and (ii) the Company will haveno obligation to pay any of the amounts that remain payable by the Company under Section 4.     6. Other Provisions.          6.1 Notices. Any notice or other communication required or which may be givenhereunder shall be in writing and shall be delivered personally, telecopied, or sent by certified,registered, or express mail, postage prepaid, to the parties at the following addresses or at suchother addresses as shall be specified by the parties by like notice, and shall be deemed given whenso delivered personally, telecopied or if mailed, two days after the date of mailing, as follows:     (i) if to the Company, to:Perkins & Marie Callender’s Inc.