EXHIBIT 10.54




 




EMPLOYMENT AGREEMENT




 




THIS AGREEMENT

(“Agreement”) is made as of the 16th day of May, 2002, by and

between Big Buck Brewery and Steakhouse, Inc. (“Employer”) and Timothy Pugh

(“Employee”),




 




WHEREAS,

Employee has for a period of time been employed by Employer, and




 




WHEREAS,

Employer and Employee wish to reduce to writing the terms of said employment,




 




NOW,

THEREFORE, in return for the mutual consideration described herein and for

other good and valuable consideration, the receipt, adequacy and sufficiency of

which are hereby acknowledged, the parties agree as follows:




 




1.             Employment.  Employer shall continue to employ Employee

on the terms and conditions contained herein. 

Employee shall at all times devote his full time and best efforts exclusively

to the performance of his duties on behalf of Employer and shall at no time

maintain any other employment or perform any service for any other person or

entity, whether or not for compensation, without the express written

authorization of Employer.




 




2.             Term.  The term of this Agreement shall continue

unless and until terminated as provided in paragraph 5 hereof.




 




3.             Title/Duties.  Employee’s title shall be that of Chief

Operating Officer (“COO”).  As

Employer’s COO, he shall report to the President and his duties shall be as

described on Attachment A hereto and otherwise as determined from time to time

by Employer.




 





























 




4.             Compensation.  As total compensation for all services

performed by Employee under this Agreement, Employer shall pay and provide to

Employee:




 




(i)                                     An

annual salary of One Hundred Twenty Seven Thousand Five Hundred Dollars

($127,500.00) paid in equal bimonthly payments, or such other amount as

Employer and Employee may mutually agree in writing from time to time.




 




(ii)                                  An

annual bonus as described in Attachment B hereto.  Employee must be actively employed on the date said bonus is paid

in order to be entitled to receive same.




 




(iii)                               Such

fringe benefits as Employer provides from time to time to other senior

executive employees of Employer.




 




5.             Termination.  This Agreement shall be terminable by either

party, at any time, with or without Cause. 

In the event Employee terminates this Agreement for any reason, or in

the event Employer terminates this Agreement at any time for Cause, or after

the third anniversary of this Agreement without Cause, Employer shall have no

obligation to Employee beyond the payment of Employee’s base salary and fringe

benefits through the effective date of termination.  In the event Employer elects to terminate this Agreement without

Cause prior to the third anniversary of same, Employer shall be obligated to

continue to pay Employee amounts equal to his regular salary for a period of

six (6) months after the effective date of said termination.  For purposes of this Agreement, “Cause”

shall mean Employee’s death; Employee’s inability to perform the essential

functions of his position for any period(s) exceeding twelve (12) weeks in any

one (1) year period; the commission by Employee of any fraud, embezzlement or other

act of moral turpitude affecting Employer. 

Employee’s right to receive said continuing payments shall be

conditioned on Employee executing a full release of liability satisfactory to

Employer.




 




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6.             Confidential Information.  Employee understands and agrees that he has

received and will continue to receive in the course of his employment by

Employer certain trade secret and other confidential information relating to

Employer’s business.  Employee agrees

for all time, both during and after his employment by Employee, to maintain as

strictly confidential and not to use, communicate or otherwise disclose to any

other entity any of said information.




 




7.             Solicitation of Employees.  Employee further agrees and covenants that

he will not, either during or after his Term of employment by Employer,

directly or indirectly, approach, solicit, entice, induce or facilitate any

person who is or becomes an employee of or a consultant to Employer, to become

employed by or otherwise perform services for any other entity, or to otherwise

change his/her relationship with Employer. 

Employer’s rights under this provision shall be assignable by Employer.




 




8.             Entire Agreement.  This Agreement the entire agreement between

the parties and shall be subject to change only in writing signed by both

parties.  Any dispute involving this

Agreement or any other aspect of Employee’s employment by Employer, including

but not limited to any termination thereof, shall be exclusively subject to

arbitration before the American Arbitration Association.  Any decision of the American Arbitration

Association shall be final, binding and enforceable in a court of law.




 




IN WITNESS

WHEREOF, the parties have executed this Agreement on the date first above

stated.




 




	

  WITNESS:


  	

   


  	

  BIG BUCK

  BREWERY & STEAKHOUSE, INC.


  
	

   


  	

   


  	

   


  
	

  /s/ Cheryl

  L. Klein


  	

   


  	

  By: 


  	

  /s/ William

  F. Rolinski


  
	

  Cheryl L.

  Klein


  	

   


  	

   


  
	

  /s/ Diane M.

  House


  	

   


  	

   


  	

  Its:


  	

  President


  
	

  Diane M.

  House


  	

   


  	

   


  
						





 




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  WITNESS:


  	

   


  	

  EMPLOYEE


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

  /s/ Anna E.

  Pugh


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

   


  	

   


  
	

   


  	

   


  	

  /s/ Timothy

  J. Pugh


  	

   


  
	

   


  	

   


  	

  Timothy Pugh


  	

   


  





 




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ATTACHMENT A




 




Chief

Operating Officer




Big

Buck Brewery & Steakhouse




Job

Description & Functions




 




I.   Job Description:




Plan and direct all aspects of

Big Buck Brewery & Steakhouse’s operational policies, objectives, and

initiatives.  Rely on experience and

judgment to plan and accomplish goals.




Direct Reports:  Director of Operations, General Managers




 




II.  Functions:




*Financial




*Annual

budgeting.




*Daily/weekly

review of financial indicators (sales, labor and cost of goods, etc.).




*Period/Quarter

reconciliation.




*Approval of

all purchase orders (brewery, R & M, retail, expense reports).




*Weekly

accounts payable ageing review.




*Operations




*Daily

oversight of all areas of restaurant operations.




*Food

production and delivery.




*Guest

service.




*Brewery

operations.




*Develop,

coordinate, and implement policies and procedures.




*Develop

agenda for and conduct weekly General Manager’s conference call meeting.




*Guest

correspondence oversight.




*Quality Control




*Conduct

quarterly Quality Control Inspections.




*Review of and

follow-up to Mystery Shopper reports.




*Review of and

follow-up to comment cards or other guest correspondence.




*Daily

oversight of operations.




*Human Resources




*Management

oversight and development operationally.




*Management

performance appraisals.




*Staff Quality

Circle Meetings.




*Payroll

increases.




*Compose and

maintain employee handbook content.




*Investigations.




*Disciplinary

Actions.




*Bi-monthly

management payroll approval.




*Source and

interview internal and external management candidates.




*Orient new

managers.




*Personnel

placement.




*Strategic Planning




*Develop and

compose annual corporate strategic plan.




*Develop annual

store-level goals based on corporate strategic plan.




*Develop

agendas for monthly corporate directional meeting.




*Compose

operations performance text for quarterly and annual SEC reports.




*Review and

assess expansion options, such as Lansing, Japan, Novi, Star Theatre.




*Menu Research and Development




*Assess and

approve menu item selection and recipe development.




 




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*Marketing




*Oversight of

and coordination with Hoffman & Associates.




*Coordinate

special marketing events.




*Oversight of

Local Restaurant Marketing program in each store.




*Procurement




*Evaluate and approve purchasing programs for food and beverage

products, equipment, supplies, including uniforms, tableware, promotional

pieces, signage.




*Oversee

selection, inventories, marketing of retail items.




*Facilities Management




*Capital

improvement budgets and expenditures.




*Seasonal

maintenance contracts.




*Ongoing daily

maintenance.




 




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ATTACHMENT B




BIG BUCK BREWERY & STEAKHOUSE, INC.




2002 Chief Operating Officer Bonus Plan




 




Potential bonus will be based

on Balanced Results and allocated as follows:




 




	

  SALES


  	

   


  	

  20


  	

  %


  
	

  C.O.S.


  	

   


  	

  20


  	

  %


  
	

  LABOR


  	

   


  	

  20


  	

  %


  
	

  CONTROLABLE

  EXPENSES


  	

   


  	

  20


  	

  %


  
	

  MYSTERY

  SHOPS


  	

   


  	

  20


  	

  %


  





 




Quarterly Bonus Structure




 




The bonus plan will be divided

equally among Sales, Labor, Cost of Sales, Controllable Expenses and Mystery

Shopper scores.  The plan will pay out

$250.00 per category per location on a quarterly basis.  If the restaurant location fails to meet or

exceed their budget, no bonus will be paid. 

If the store fails to meet an average of 85% or better mystery shopper

score for the quarter no bonus will be paid for that location.  Total compensation potential for each

location will be $1,250.00 per quarter.




 




	

   


  	

   


  	

  Gaylord


  	

   


  	

  G.R.


  	

   


  	

  Auburn


  	

   


  	

  Dallas


  	

   


  
	

  Sales


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  
	

  Labor


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  
	

  Cost

  of Sales


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  
	

  Controllable

  Expenses


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  
	

  Mystery

  Shops


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  	

  250


  	

   


  
	

  Bonus

  Potential


  	

   


  	

  1250


  	

   


  	

  1250


  	

   


  	

  1250


  	

   


  	

  1250


  	

   


  
	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  
	

  Quarterly

  Potential


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  5000


  	

   


  
	

  Yearly

  Potential


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

   


  	

  20,000


  	

   


  





 




The quarterly bonus, will be

paid only if:




 




(1)                                  Employed

by the company at the time bonuses are distributed.




 




(2)                                  In

“Good Standing” and not in formal “Job Jeopardy”, as a result of formal action

plans calling for immediate improvements, in order to qualify for incentives.




 




Financial results will be

measured by each stores approved disputed amount(s).  Bonus will be paid (45) forty-five days of ending a quarterly

financial period and coinciding with a scheduled payroll run.




 




Big Buck Brewery & Steakhouse, Inc.

reserves the right to change or modify this plan at its discretion.




 




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