**Exhibit10.39**

**Bertucci’sCorporation**

**CorporatePay for Performance Plan – Executive Officers**

Our Pay for PerformancePlan (PFP Plan) is designed to motivate Corporate Team Members to participateand support Operations in achieving and exceeding EBITDA targets.  In the PFP Plan, rewards increase withimproved EBITDA performance, and include a bonus option in the event the EBITDAgoal is not achieved at 100%.  Thefollowing bonus percentages are based on a percentage of the employee’s basesalary.  The bonus is earned anddistributed on an annual basis.
| At Plan Performance | ** ** | ** **                                     | ** ** |
|---------------------|------------|------------------------------------------------|------------|
| ** **          | ** ** | ** **                                     | ** ** |
| EBITDA %       | ** ** | **Bonus % of Base Salary** | ** ** |
| **100.00%**         | ** ** | **50.00**                                      | **%**      |

 
| Above Plan Performance | ** ** | ** **                                     | ** ** |
|------------------------|------------|------------------------------------------------|------------|
| ** **             | ** ** | ** **                                     | ** ** |
| EBITDA %          | ** ** | **Bonus % of Base Salary** | ** ** |
| **102.00%**            | ** ** | **60.00**                                      | **%**      |
| **104.00%**            | ** ** | **70.00**                                      | **%**      |
| **106.00%**            | ** ** | **80.00**                                      | **%**      |
| **108.00%**            | ** ** | **90.00**                                      | **%**      |
| **110.00%**            | ** ** | **100.00**                                     | **%**      |

 
| Below Plan Performance | ** ** | ** **                                     | ** ** |
|------------------------|------------|------------------------------------------------|------------|
| ** **             | ** ** | ** **                                     | ** ** |
| EBITDA %          | ** ** | **Bonus % of Base Salary** | ** ** |
| **97.50%**             | ** ** | **37.50**                                      | **%**      |
| **95.00%**             | ** ** | **25.00**                                      | **%**      |
| **94.00%**             | ** ** | **0.00**                                       | **%**      |

 

**Corporate Pay for PerformancePlan Eligibility and Terms**

**Eligibility**

1.               Eligibilitycommences the first day of employment for the Corporate Team Member, if hiredon or before September 30th.  If hired on or after October 1st you are not eligible due to the limitedimpact, if any on EBITDA for the year. Such employees become eligible for the PFP plan on January 1st of the next year.

2.               To be eligible toreceive any bonus the Corporate Employee must be continuously employed byBertucci’s until and at the time the bonus payments are distributed by theCompany.  This PFP Plan is designed tooffer financial rewards for achieving certain objectives and to encouragelong-term employment with the Company.

**Terms**

1.               The Company’scalculation and determination of any bonus shall be final and binding.  The Company in its sole judgment shall decideall questions which may arise under the PFP Plan and shall interpret theprovisions of the Plan.  The Company’sinterpretation and decision on such questions shall be final and binding.

2.               This plan is onlyapplicable for the current fiscal year. The company reserves the right to alter this plan as it deems necessaryduring the fiscal year.

3.               This PFP Plan doesnot create a contract, implied or expressed, with employees of theCompany.  Employment is terminable atwill by the Company for any reason, with or without cause.

**Payment of Bonus**

The bonus will becalculated based on Year End results.  Ifany errors are discovered after the Year End payment, adjustments will be madein a subsequent bonus payment.

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