Exhibit
10.2


EXECUTIVE
EMPLOYMENT AGREEMENT


EXECUTIVE
EMPLOYMENT AGREEMENT (the “Agreement”), by and between
Real Mex Restaurants, Inc., a Delaware corporation (the “Company”), and
Frederick Wolfe (the “Executive”). 
Capitalized terms used herein but not otherwise defined have the meaning
set forth in Section 1.1 hereof,


 


WHEREAS, the Company
wishes to employ Executive, and Executive wishes to accept such employment,
each upon the terms and conditions set forth in this Agreement.


 


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


 


ARTICLE I

Definitions


1.1   Definitions.  As used herein, the following terms shall
have the following meanings.


“Affiliate” shall
mean, as to any Person, any other Person which directly or indirectly controls,
or is under common control with, or is controlled by, such Person.  As used in this definition, “control” (including,
with its correlative meanings, “controlled by” and “under common control with”)
shall mean possession, directly or indirectly, of power to direct or cause the
direction of management or policies (whether through ownership of securities or
partnership or other ownership interests, by contract or otherwise).


 


“Board” means the
board of directors of the Company.


 


“Cause” means (i)
the commission of a felony or a crime by Executive involving moral turpitude or
the commission of any other act or omission by Executive involving dishonesty,
disloyalty or fraud with respect to any member of the Company Group, (ii)
conduct by Executive which brings any member of the Company Group into
substantial public disgrace or disrepute, (iii) failure by Executive to perform
material duties as reasonably directed by the Board and, if susceptible to
remedy or cure, is not cured or remedied and continues for fifteen (15) days
after the Board has given written notice to the Executive



   
 








specifying in reasonable detail the manner in which Executive has
continued to fail to perform his duties, (iv) gross negligence or willful
misconduct by Executive with respect to any member of the Company Group, or (v)
any beach of a material provision of this Agreement by Executive that is not susceptible
to remedy or cure, or if susceptible to remedy or cure, is not cured or
remedied and continues for fifteen (15) days after the Board has given written
notice to Executive specifying the manner in which Executive has breaches this
Agreement.


 


“Company Group”
means, collectively, the Company and its Subsidiaries and any successors
thereto.


 


“Employment Period”
has the meaning set forth in Section 2.1.


 


“Good Reason”
means a material reduction in Executive’s responsibilities and duties in his
capacity as President and Chief Executive Officer of the Company that is not
susceptible to remedy or cure, or if susceptible to remedy or cure, is not
cured or remedied and continues for fifteen (15) days after Executive has given
the Board written notice of such material reduction.


 


“Permanent Disability”
means either (i) Executive is or (ii) in the good faith determination of the
Board, Executive will likely be unable to substantially perform, by reason of
illness, accident, injury, physical or mental incapacity or other disability,
his duties or obligations under his Agreement for a period of ninety (90)
consecutive days or for shorter periods aggregating 120 days during any period
of twelve (12) consecutive months.


 


“Person” means an individual,
a partnership, a corporation, and association, a joint stock company, a limited
liability company, a trust, a joint venture, an unincorporated organization or
a governmental entity or any department, agency or political subdivision
thereof.


 


“Subsidiary”
means, with respect to any Person, any corporation, partnership, association or
other business entity of which (i) if a corporation, a majority of the total
voting power of shares of stock entitled (without regard to the occurrence of
any contingency) to vote in the election of directors, managers or trustees
thereof is at the time owned or controlled, directly or indirectly, by that
Person or one or more of the other Subsidiaries of that Person or a combination
thereof, or (ii) if a partnership, association or other



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business entity, a
majority of the partnership or other similar ownership interests thereof is at
the time owned or controlled, directly or indirectly, by any Person or one or
more Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Persons
shall be deemed to have a majority ownership interest in a partnership,
association or other business entity if such Person or Persons shall be
allocated a majority of partnership, association or other business entity gains
or losses or shall be or control the managing director or general partner of
such partnership, association or other business entity.


 


ARTICLE II


Employment


 


2.1   Employment.  The Company agrees to employ Executive, and
Executive hereby accepts employment with the Company and such other members of
the Company Group as the Board shall determine, upon the terms and conditions
set forth in this Agreement for the period beginning on August 21, 2006 (the “Commencement
Date”) and ending as provided in Section 2.4 (the “Employment period”).


 


2.2   Position and Duties.


 


(a)           Commencing on the date and continuing
during the Employment Period, Executive shall serve as President and Chief
Executive Officer of each of the Company and such other members of the Company
Group as the Board shall determine and shall have the typical duties,
responsibilities and authority of a Person serving in such capacities in an
organization of similar size and structure as the Company, subject in each
instance to the supervision and direction of the Board or such Person as the
Board may designate, Executive shall report directly to the Board or to such
other Person as the Board may designate.


 


(b)           Executive shall devote his best
efforts and his full business time and attention (except for permitted vacation
periods and reasonable periods of illness or other incapacity) to the business
and affairs of the Company Group and the performance of Executive’s duties as
President and Chief Executive Officer of the Company and such other members of
the Company Group as the Board shall determine. 
The Executive shall perform his duties and responsibilities to the best
of his abilities in a diligent, trustworthy, businesslike and efficient manner.



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(c)           With respect to all regular elections
of directors during the Employment Period, each of the Company and such other
members of the Company Group as the Board shall determine shall nominate, and
use their respective best efforts to elect, Executive to serve as a member of
their respective boards of directors.


 


2.3   Base Salary, Bonus and Benefits.


 


(a)           During the
Employment Period, Executive’s total bas salary shall be $473,000 per annum or
such greater amount as the Board shall determine, from time to time, in its
sole discretion (the “Base Salary”), which salary shall be payable in
regular installments in accordance with the Company’s general payroll practical
and shall be subject to customary withholding. 
The Company will review the Executive’s total base salary annually.


 


(b)           During the Employment Period,
Executive shall be eligible to receive an annual (based on the Company’s fiscal
year) bonus of up to 66-2/3% of his Base Salary (the “Bonus”).  The Bonus shall be based upon the Company’s
annual financial results, as reflected in its audited financial statements, and
shall consist of a cash payment payable within thirty (30) days after the
completion of the Company’s audited annual financial statements.  The Bonus shall be determined as
follows:  Within a mutually agreeable
time period prior to the beginning of each fiscal year of the Company,
Executive shall submit to the Board for its approval the Company’s operational
plan, including a fiscal budget, for the next fiscal year of the Company.  The Board shall establish financial targets
and set conditions each year based on the approved operational plan (a “Bonus
Plan”).  The financial targets and
conditions established for Executive’s Bonus shall be consistent with those
established for other senior executives of the Company.  Executive shall receive the percentage of the
maximum Bonus specified by the applicable Bonus Plan, depending on whether the
Company attains all or a portion of the financial targets established, and
meets all of the conditions set under such Bonus Plan for that year.  Any of the Company’s financial results that
are used to calculate a Bonus shall be taken only from the Company’s audited
financial statements for the applicable year.



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(c)           During the Employment Period,
consistent with past custom and practice, Executive shall be entitled to (i)
participate in all of the Company Group’s employee benefit programs for which
senior executive employees of the Company Group are generally eligible,
including, if offered by the Company to such executives, medical surgical, hospitalization,
dental, worker’s compensation insurance and disability converge, (ii) four (4)
weeks of paid vacation each year (which shall include $5,000 paid to Executive
for an annual comparative shopping trip for research and development purposes
to be taken during such vacation), which if not taken may not be carried
forward to any subsequent year, (iii) the payment by the Company, or such other
member of the Company Group as the Bard shall determine to the Executive of a
car allowance of $1,000 a month, plus reimbursement of all reasonable,
documented expenses related to the operation of an automobile, including
repairs, maintenance, insurance and registration fees, (iv) payment by the Company
of the premiums on a $1 million term life insurance policy on the life of the
Executive, the death benefit of which will be payable to the Estate of the
Executive or his designee (the cost of the premiums thereon not to exceed
$10,000 a year); provided, however, that Executive shall assist the Company in
procuring such insurance by submitting a reasonable medical examination and by
filling out, executing and delivering such applications and other instruments
in writing as may reasonably be required by any insurer to which the Company
may apply, and (v) such other benefits as the Board may from time to time
determine.  The benefits described in
Section 2.3(c)(i)-(v) above are collectively referred to herein as the
Executive’s “Benefits.”


 


2.4   Term; Severance Payments: Release.


 


(a)           The Employment Period shall end five
years from the Commencement Date, subject to earlier termination (i) by reason
of Executive’s death or Permanent Disability, (ii) by resolution of a majority
of the directors of the Board, terminating Executive’s employment hereunder,
with or without Cause, (iii) upon Executive’s voluntary resignation without
Good Reason or (iv) upon Executive’s resignation for Good Reason.


 


(b)           If the Employment Period is
terminated by the Board for Cause or by Executive’s voluntary resignation
without Good Reason, the Executive shall be entitled to his Base Salary and



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Benefits up to the end
termination, but shall not be entitled to any further Base Salary or Benefits
or any then unpaid Bonus for that year, any prior year, or any future year, or
to any severance compensation of any kind, nature or amount.


 


(c)           If Executive’s employment is
terminated as a result of his death or Permanent Disability, the Company shall
pay or cause to be paid to Executive or his Estate, as applicable, (i) unpaid
Base Salary and Benefits up to the date of such termination, (ii) any
previously awarded but unpaid Bonus, and (iii) such prorated Bonus for the
fiscal year in which the termination occurs as the Board shall determine in
good faith on a basis consistent with past custom and practice; and neither
Executive nor his Estate shall be entitled to any further Base Salary, Benefits
or Bonus for that year or any future year, or to any severance compensation of
any kind, nature or amount.


 


(d)           Subject to paragraph 2.4(o), if the
Employment Period is terminated by the Board without Cause or by Executive’s
voluntary resignation for Good Reason, Executive shall be entitled to (i)
unpaid Base Salary and Benefits up to the date of such termination, (ii) any
previously awarded but unpaid Bonus, and (iii) if such termination occurs
within two years following the Commencement Date, for a period of two (2) years
following the date of such termination (the “severance period”), severance
payments equal in the aggregate to his annual Base Salary (payable in
accordance with the terms of Section 2.4(f) below) (it being understood and agreed
that if such termination occurs after two years following the Commencement
Date, the severance period for all purposes of this Agreement shall be one (1)
year following the date of such termination). 
Until the earlier of the end of the severance period and such time as
Executive begins to receive medical benefits other than those contemplated
herein, Executive shall continue to participate at the Company’s cost in the
Company’s medical plan on a level no less favorable than that enjoyed by the
Executive at the time of his termination. 
In the event that the Company shall be precluded under its existing
policy to provide such coverage to Executive, the Company shall, on a monthly
basis, provide to Executive a cash payment equal to the amount paid by the
Company each month for the Executive’s coverage under such plan.  Executive shall not be entitled to



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any further Base Salary, Benefits
or then unpaid Bonus for the year, any prior year, or to any further severance compensation
of any king, nature or amount except as herein provided. 


 


(e)           Executive agrees that Executive shall
be entitled to the payments provided for in Section 2.4(d) if and only if
Executive has not materially breached as of the date of termination of the
Employment Period the provisions of Sections 2.5, 2.6 and 2.7 hereof and does
not breach such Sections at any time during the severance period, and the
Company will be relieved of any obligation to make such payments during any
portion of the severance period in which the Executive is in breach of any such
obligation; provided the Company will resume making such payments to Executive
during the severance period at such time as the Board determines in good faith
that any such breach has ceased or otherwise been cured. 


 


(f)            Any severance payments pursuant, to
Section 2.4(d) shall be made in installments on the payment dates on which Executive’s
Base Salary would have otherwise been paid if the Employment Period had
continued (net of any withholding taxes), and as of the date of the final such
payment none of the Company or any other member of the Company Group shall have
any further obligation to Executive pursuant to this Section 2.4 except as
provided by law.


 


(g)           Executive hereby agrees that no severance
compensation of any kind, nature or amount shall be payable to Executive in
connection with any termination of the Employment Period, except as expressly
set forth in this Section 2.4, and Executive hereby irrevocable waives any
claim for any other severance compensation. 


 


(h)           Executive acknowledges and agrees
that notwithstanding anything to the contrary set forth above, no payments
shall be made to the Executive by the Company follwoing termination of this
Agreement unless, if so requested by the Company, Executive executes and
delivers to the Company a release in form satisfactory to the Company pursuant
to which Executive releases and forever discharges the Company, its then or
former parents, subsidiaries and affiliates, their respective predecessors and
successors, and their respective officers, employees, agents, and directors,
from all claims or actions of any kind arising on or before the date of
termination.  This general release and
waiver



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shall include, but not be
limited to, all claims or actions arising out of, or relating in any way to the
Executive’s employment with the Company, including any claim for compensation,
or any claim of discrimination under any state, federal or local law or
regulation, including under the Age Discrimination in Employment Act of 1967,
as amended, or any claim for wrongful termination, breach of contract, breach
of covenant of good faith and fair dealing, negligence or intentional
infliction of emotional distress, misrepresentation of defamation. If Executive
maintains, or participates in any claim or action, in any court or agency,
based wholly or partially upon a claim or action Executive has released or
waived under this Agreement, Executive agrees to pay all expenses an costs
(including reasonable attorney’s fees) incurred by the Company and those
associated with the Company in defense of such claim or action. This release
shall not be construed as a waiver of any rights executive has under any
pension or other benefit plan maintained by the Company for its employees
generally.


 


2.5           Confidential Information     The Executive acknowledges that he may have
access to certain confidential, non-public and proprietary information (the “Confidential
Information”), concerning the Company and other members of the Company Group
and their respective officers, directors, shareholders, employees, agents and
representatives and agrees that: (i) unless pursuant to prior written consent
by the Board (which shall not be unreasonably withheld), the Executive shall
not disclose any Confidential Information or the provisions of this Agreement
to any third party, unless compelled by court order or subpoena, in which case
Executive shall (A) immediately notify the Company of any such court order or subpoena
in order to enable the Company to contest such order or subpoena, (B) fully
cooperate with any efforts by the Company to limit the extent of such
disclosure and (C) disclose only so much of such confidential information as is
necessary to comply with such court order or subpoena; (ii) the Executive shall
treat as confidential all Confidential Information and shall take reasonable
precautions to prevent unauthorized access to the Confidential Information;
(iii) the Executive shall not use the Confidential Information in any way
detrimental to the Company or any other member of the Company Group and shall
use the Confidential Information for the exclusive purpose of effecting his
duties of employment with the Company; and (iv) the Executive agrees that the
Confidential Information obtained



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during his employment
with the Company shall remain the exclusive property of the Company and any
other member of the Company Group, and the Executive shall promptly return to
the Company all material which incorporates, or is derived from, all such Confidential
Information immediately following the date of termination. It is hereby agreed
that Confidential Information does not include information generally available
and known to the public or obtained from a source not bound by a
confidentiality agreement with any member of the Company Group. 


 


2.6           Inventions and Patents.      The Executive hereby agrees that all
inventions, innovations or improvements in the method of conducting the
business (including improvements, ideas and discoveries, whether patentable or
not) of the Company or any other member of the Company Group whether prior to,
the date hereof or thereafter, in each case conceived or made by him in the
course of his employment with the Company, belong to the Company and such other
member of the Company Group, except for such inventions, innovations and
improvements that have become part of the public domain and are not entitled to
statutory or common law protection.  The
Executive will promptly disclose such inventions, innovation or improvements to
the Board and perform all actions reasonably requested by the Board to
establish and confirm such ownership by the applicable member of the Company
Group.


 


2.7           Noncompete, Nonsolicitation.


 


                (a)           The
Executive acknowledges that in the course of his employment with the Company or
any other member of the Company Group he has become familiar, and he will
become familiar, with the Company Group’s trade secrets and with other
Confidential Information and that his services have been and will be of
special, unique and extraordinary value to the Company Group. Therefore, the
Executive agrees that, (1) during the time he is employed by the Company or any
other member of the Company Group and (ii) during the severance period (the “Noncompete
Period”), the Executive shall not directly or indirectly own, manage,
control, participate in, consult with, render services for, or in any manner
engage in, any business competing directly or indirectly with the business of
the Company Group (as defined below), within any metropolitan area in which any
member of the Company Group engages or has definitive plans to engage in such
business as of the date of termination



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by the Company Group;
provided, that the Executive shall not be precluded from purchasing or holding
publicly-traded securities of any such entity so long as the Executive shall
hold less than 2% of the outstanding units of any such class of securities and
has no active participation in the business of such entity.  At the Company’s option, the Noncompete
Period shall be extended for up to one (1) additional year provided that the
Company extend the severance period for a corresponding period.  As used in this Section 2.7(a) the business
of the Company Group means the ownership, management, operation, or franchising
of restaurants; canteens, cafeterias; kiosks and other food service operations
featuring Mexican food and the manufacture and distribution of Mexican food
products. 


 


(b)           During the Noncompete Period, the
Executive shall not directly or indirectly (i) induce or attempt to induce any
employee of the Company or any other member of the Company Group to leave the
employ of the Company or any other member of the Company Group except for such
employees whose employment has been terminated for at least six months, or (iii)
induce or attempt to induce any customer, supplier, licensee, licensor,
franchisee, franchisor or other business relation of the Company or any other
member of the Company Group to cease doing business with the Company or such
other member of the Company Group.


 


(c)           The Executive agrees that (i) the
covenants set forth in this Section 2.7 are reasonable in geographical and
temporal scope and in all other respects, (ii) the Company would not have
entered into this Agreement but for the covenants of the Executive contained
herein, and (iii) the covenants contained herein have been made in order to
induce the Company to enter into this Agreement.


 


(d)           If, at any time enforcement of this
Section 2.7, a court shall hold that the duration, scope, or area restrictions
stated herein are unreasonable under circumstances shall be substituted for the
stated duration, scope or area and that the court shall be allowed to revise
the restrictions contained herein to cover the maximum period, scope and area
permitted by law. 



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ARTICLE III


Miscellaneous


3.1           Executive’s Representations.
Executive hereby represents and warrants to the Company that (i) the execution,
delivery and performance of this Agreement by the Executive do not and shall
not conflict with, breach; violate or cause a default under any contract,
agreement, instrument, order, judgment or decree to which Executive is a party
or by which he is bound, (ii) the Executive is not a party to or bound by any
employment agreement, consulting or service agreement, noncompete agreement or
confidentiality agreement with any other person or entity, and (iii) upon the
execution and delivery of this Agreement by the Company, this Agreement shall
be the valid and binding obligations; under this Agreement and that he fully
understands the terms and conditions contained herein.


3.2           Survival. Sections 2.4, 2.5,
2.6, and 2.7 and Sections 3.1 through 3.2 shall survive and continue in full
force in accordance with their terms notwithstanding any termination of the
Employment Period.


3.3           Notices. All notices, demands
or other communications to be given or delivered under of by reason of the
provisions of this Agreement will be in writing and will only be deemed to have
been given when delivered personally, send via nationally recognized overnight
courier, or send via facsimile to the recipient. Such notices, demands and
other communications will be sent to the address indicated below:


	
   

  	
  To the Company:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  To the Executive:

  	
   

  
	
   

  	
   

  	
  Mr. Frederick Wolfe

  	
   

  
					



 



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Or such other addresses
or to the attention of such other person as the recipient party shall have
specified by prior written notice to the sending party.


3.4           Severability. Whenever
possible, each provision of this Agreement will be interpreted in such manner
as to be effective and valid under applicable law, but if any provision of this
Agreement is held to be invalid, illegal or unenforceable in any respect under
any applicable law or rule in any jurisdiction, such invalidity, illegality or
unenforceability will be affect any other provision or any other jurisdiction,
but this Agreement will be reformed, construed and enforced in such
jurisdiction as if such invalid, illegal or unenforceable provision had never
been contained herein.


3.5           Complete Agreement. This
Agreement embodies the complete agreement and understanding among the parties
and supersede and preempt any prior understanding; agreements or
representations by or among the parties, written or oral.


3.6           Counterparts. This Agreement
may be executed in separate counterparts, each of which is deems to be an
original and all of which taken together constitute one and the same agreement.


3.7           Successors and Assigns. Except
as otherwise provided herein, all covenants and agreements contained in this
Agreement shall bind and inure to the benefit of and be enforceable by
Executive, the Company and their respective successors and assigns.
Notwithstanding anything to the contrary contained herein, the Company shall
have the right to assign any and/or all of its rights and obligations under
this Agreement (i) to one  or more other
members of the company Group; provided, however that no such assignment
by the Company shall relieve the Company of its obligations hereunder in the
event that any such obligations are not satisfied by the other members of the
Company Group and (ii) in connection with the sale of the Company, whether by
merger, consolidation, reorganization, sale of all or substantially all of the Company’s
assets, or sale of a majority of the outstanding shares of the Company’s stock
or otherwise.


3.8           No Strict Construction. The
language used in this Agreement will be deemed to be the language chosen hereto
by the parties hereto to express their mutual intent, and no rule of strict
construction shall be applied to this Agreement.



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3.9           Descriptive Headings. The
descriptive headings of this Agreement are inserted for convenience only and do
not constitute a part of this Agreement.


3.10         Governing Law. All questions
concerning the constructive, validity and interpretation of this Agreement and
the exhibits and schedules hereto will be governed by and construed in
accordance with the domestic laws of the State of Delaware, without giving
effect to any choice of law or conflict of law provision or rule (whether of
the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.


3.11         Remedies. Each of the parties to
this Agreement will be entitled to enforce its rights, under this Agreement specifically,
to recover damages caused by any actual or threatened breach or violation of
any provision of this Agreement and to exercise all other rights existing in
its favor. The parties hereto agree and acknowledge that money damages may not
be an adequate remedy for any actual or threatened breach of the provisions of
this Agreement and that, in addition to any other remedies available under
application law, any party may in its sole discretion apply to any court of law
or equity of competent jurisdiction (without posting any bond or deposit) for
specific performance and/or other injunctive relief in order to enforce or
prevent any violations of the provisions of this Agreement.


3.12         Amendment of Waiver. The
provisions of this Agreement may be amended and waived only with the prior
written consent of the Company and Executive.



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IN WITNESS
WHEREOF, the parties hereto have executed this Executive Employment Agreement
as of the dates set forth below.


	
  

  	
  REAL MEX RESTAURANTS, INC.

  
	
   

  	
   

  
	
  Dated:

  	
  11/09/06

  	
   

  	
  By:

  	
  /s/ Steven L. Tanner

  	
   

  
	
   

  	
  Name:

  	
  Steven L. Tanner

  	
   

  
	
   

  	
  Title:

  	
  CFO

  	
   

  
	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  10/24/06

  	
   

  	
  /s/ Frederick Wolfe

  	
   

  
	
   

  	
  Frederick Wolfe