Exhibit 10.6


 


EMPLOYMENT
AGREEMENT


 


THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is made effective as of the 7th day of January, 2019 (the “Effective
Date”), between PATRICK HARKLEROAD, an individual resident of the State of North Carolina (“Executive”),
and CHANTICLEER HOLDINGS, INC., a Delaware corporation (“Company”).


 


Recitals:


 


Company
desires to employ Executive and Executive desires to accept such employment on the terms and conditions hereinafter set forth.


 


Agreements:


 


NOW,
THEREFORE, in consideration of the recitals and mutual promises and covenants contained herein, and for other good and valuable
consideration the receipt and legal sufficiency of which are hereby acknowledged, the parties agree as follows:


 


	1.	Duties.
                                         The Company hereby employs Executive as Chief Financial Officer and the Executive
                                         hereby accepts such employment upon the terms and conditions hereinafter set forth. By
                                         executing this Agreement, Executive represents and warrants to Company that (i) the Executive
                                         is entering into this Agreement voluntarily and that his employment hereunder and compliance
                                         with the terms and conditions hereof will not conflict with or result in the breach by
                                         him of any agreement to which he is a party or by which he may be bound; (ii) the Executive
                                         has not violated, and in connection with his employment with the Company will not violate,
                                         any non-solicitation, non-competition, or other similar covenant or agreement of a prior
                                         employer by which he is bound; and (iii) in connection with his employment with the Company,
                                         the Executive will not use any confidential or proprietary information he may have obtained
                                         in connection with employment with any prior employer. In said position, the Executive
                                         shall perform the duties and responsibilities assigned to him, including but not limited
                                         to those as set forth in Exhibit A attached hereto and incorporated herein by reference
                                         and such other responsibilities and duties as the Company may assign, in its sole discretion,
                                         from time to time. The Executive shall perform, faithfully and diligently, his duties
                                         on behalf of the Company, as may be designated from time to time, and shall devote his
                                         full time and best efforts to the performance of his duties hereunder. The Executive
                                         shall conduct himself at all times in such a manner as to maintain the good reputation
                                         of the Company.
	 	 
	2.	Term.
                                         The Executive’s employment with the Company under this Agreement will commence
                                         January 15, 2019 and continue until December 31, 2020 (“Initial Term”),
                                         automatically renewing thereafter for additional one-year renewal terms (each a “Renewal
                                         Term”) until terminated as provided herein (Initial Term together with Renewal
                                         Terms, the “Term”); provided however, either party may give notice
                                         of non-renewal with no less than 90 days notice prior to the commencement of any renewal
                                         term. Executive’s employment with the Company shall be on an “at-will”
                                         basis.



 




    	 	 	 



    	 	 	 



    

 


	3.	Compensation.
                                         In consideration of Executive’s services hereunder:



 


		a.	Base
                                         Compensation. Company shall pay Executive an annual salary (prorated for any year
                                         of employment less than 12 months) at a gross rate of One Hundred and Fifty-Five Thousand
                                         Dollars ($155,000.00) (the “Base Compensation”), payable in such amounts
                                         and at such times in accordance with Company’s normal payroll practices.
	 	 	 
		b.	Benefits.
                                         The Executive will be entitled to 15 days of paid vacation per calendar year in accordance
                                         with the Company’s vacation and paid time off policy, inclusive of vacation days
                                         and sick days and excluding standard paid Company holidays, in the same manner as paid
                                         time off days for employees of the Company generally accrue. The Executive and his dependents
                                         will be entitled to participate in all medical insurance and other benefit programs in
                                         effect from time to time and available to senior executives of the Company at levels
                                         commensurate with Executive’s position.
	 	 	 
		c.	Expenses
                                         / Cell Phone / Laptop Computer. The Executive shall be entitled to receive reimbursement
                                         by the Company for all reasonable, out-of-pocket expenses actually incurred by the Executive
                                         in connection with the performance of his services hereunder. The Executive’s right
                                         to reimbursement hereunder shall, however, be subject to such policies and procedures
                                         as may be established by the Company from time to time, which policies and procedures
                                         may include advance approval with respect to any particular expenditure. Company will
                                         provide the Executive with a laptop computer for his use solely in the performance of
                                         his duties under this Agreement and will reimburse the Executive for his monthly cell
                                         phone expense up to $125 per month.
	 	 	 
		d.	Merit
                                         and Performance Bonus. Subject to his continued employment by the company the Executive
                                         shall be eligible for a Bonus based upon the parameters set forth in Exhibit B attached
                                         hereto and incorporated herein by reference.
	 	 	 
		e.	Stock
                                         Option Grants. During the Initial Term, the Executive shall receive equity awards
                                         pursuant to the Company’s equity incentive plan in effect (the “Plan”)
                                         consisting of (1) 5,000 5-year Incentive Stock Options with an exercise price of $3.50
                                         and (2) 5,000 5-year Incentive Stock Options with an exercise price of $4.50 ((1) and
                                         (2) referred to herein as the “Equity Awards”). The Equity Awards shall vest
                                         in eight quarterly installments on the first day of each fiscal quarter during Executive’s
                                         continued employment with the Company commencing March 1, 2019 and are subject to the
                                         terms of the Plan.



 


	4.	Termination
                                         of Employment. The employment of Executive is employment at will, and either
                                         Company or Executive may terminate this Agreement at any time without Cause or reason
                                         upon one hundred and eighty (180) days’ prior written notice to the other party.
                                         Upon notice of termination, the Company may relieve Executive any or all of his duties
                                         and responsibilities during all or part of the notice period. In addition, Company may
                                         terminate this Agreement with Cause, immediately upon notice to the Executive, though
                                         a relieving of the Executive for Cause would still require the above notice period. For
                                         purposes of this Agreement, “Cause” means drug or alcohol abuse; indictment,
                                         arraignment, or similar charge of a felony, crime involving moral turpitude, or crime
                                         against Company; a material breach of this Agreement excluding any isolated, unsubstantial
                                         or inadvertent action not taken in bad faith and which is remedied by Executive promptly
                                         after receipt of notice thereof given by Company; the Executive’s failure or refusal
                                         to carry out the lawful duties of Executive described in Section 1 above, which duties
                                         are reasonably consistent with the duties to be performed by Executive; any willful or
                                         grossly negligent act or omission by Executive having a material adverse effect on the
                                         business, goodwill or reputation of Company; any deception, fraud, misrepresentation
                                         or dishonesty by Executive having a material adverse effect on Company’s business,
                                         goodwill or reputation; or any disqualifying event of Executive causing Company “bad
                                         actor” disqualification under Rule 506(d) of the Securities Act of 1933, as amended.



 




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	5.	Inventions
                                         / Intellectual Property. All materials, inventions, products, and modifications
                                         developed or prepared by Executive while employed by the Company, including, without
                                         limitation, forms, images and text (including text viewable on the Internet and any HTML
                                         elements relating thereto) (“Intellectual Property”) are the property
                                         of Company and all right, title and interest therein shall vest in Company and shall
                                         be deemed to be a “work made for hire” under United States copyright law
                                         (17 U.S.C. §101 et seq.) and made in the course of this Agreement. Executive
                                         shall promptly disclose to Company and Intellectual Property.



 


To
the extent that title to any such Intellectual Property may not, by operation of law, vest in Company or such works may not be
considered to be work made for hire, all right, title and interest therein are hereby irrevocably assigned exclusively to Company
with worldwide license.


 


All
such Intellectual Property shall belong exclusively to Company with Company having the right to obtain and to hold in its own
name, copyrights, registrations or such other protection as may be appropriate to the subject matter, and any extensions and renewals
thereof Executive gives Company a limited power of attorney to execute instruments or perform any other act on Executive’s
behalf necessary to effectuate Company’s ownership rights detailed in this section and agrees to give Company and any person
designated by Company, any reasonable assistance required to perfect and enforce the rights defined in this Section 4. Executive
shall also render to the Company, at the Company’s expense, reasonable assistance in the perfection, enforcement and defense
of any Intellectual Property.


 


	6.	Trade
                                         Secrets. All memoranda, notes, records and others documents made or compiled
                                         by Executive, or made available to Executive during the Term of this Agreement concerning
                                         the business of the Company or its affiliates shall be the Company’s property and
                                         shall be delivered to the Company on the termination of this Agreement or at any other
                                         time on request. Executive understands and agrees that in the course of employment with
                                         the Company, Executive may obtain access to and/or acquire Confidential Information (as
                                         defined below), all of which information Executive understands and agrees would be extremely
                                         damaging to the Company if disclosed to a competitor or made available to any other person
                                         or entity.



 


As
used herein the term “Competitor” includes, but is not limited to, any corporation, firm or business engaged
in the business of a casual dining burger restaurant or grill. Executive understands and agrees that such information is divulged
to Executive in confidence, and Executive understands and agrees that, at all times, Executive shall keep in confidence and will
not disclose or communicate Confidential Information on Executive’s own behalf, or on behalf of any Competitor, if such
information is not otherwise publicly available, unless disclosure is made pursuant to written approval by the Company, or is
required by law or legal process or as required to enforce the terms of this Agreement, which shall only be disclosed under protective
order. In view of the nature of Executive’s employment and information which Executive may receive during the course of
Executive’s employment, Executive likewise agrees that the Company would be irreparably harmed by any violation of this
Paragraph and that, therefore, the Company shall be entitled to seek provisional relief from an appropriate forum prohibiting
Executive from any violation or threatened violation of this Paragraph.


 




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	7.	Confidentiality.



 


		a.	Executive
                                         acknowledges and agrees that all Confidential Information (as defined below) of the Company
                                         is confidential and a valuable, special and unique asset of the Company that gives the
                                         Company an advantage over its actual and potential, current and future Competitors. Executive
                                         further acknowledges and agrees that Executive owes the Company a fiduciary duty of confidentiality
                                         and a duty of loyalty and shall use good faith efforts to preserve and protect all Confidential
                                         Information from unauthorized disclosure or unauthorized use; that certain Confidential
                                         Information may constitute “trade secrets” under applicable state and federal
                                         laws; and that unauthorized disclosures or unauthorized use of the Confidential Information
                                         may irreparably injure the Company.
	 	 	 
		b.	As
                                         used in this Agreement, the term “Confidential Information” shall
                                         include, but is not limited to, the following: all trade secrets of the Company; all
                                         information that the Company has marked as confidential or has otherwise described to
                                         Executive (either in writing or orally) as confidential; all non-public information concerning
                                         the Company’s services, products, customers, research, prices, discounts, costs,
                                         marketing plans, marketing techniques, market studies, test data, vendor, referral sources,
                                         and contracts; all of the Company’s business records and plans; all of the Company’s
                                         personnel files; details of employment relationships between the Company and its personnel;
                                         all financial information of or concerning the Company; all information relating to the
                                         Company’s computer system software, application software, software and systems
                                         methodology, hardware platforms, technical information, inventions, computer programs
                                         and listings, source codes, object codes, copyrights and other intellectual property;
                                         all technical specifications; any proprietary information belonging to the Company; all
                                         computer hardware or software manuals; all training or instruction manuals; and all data,
                                         computer system passwords and user codes.
	 	 	 
		c.	During
                                         the Term of Executive’s employment and after the termination of Executive’s
                                         employment for any reason (including wrongful termination), Executive shall hold all
                                         Confidential Information in confidence, and shall not use any Confidential Information
                                         except for the benefit of the Company, in accordance with the duties assigned to Executive.
                                         Executive shall not, at any time (either during or after the Term of Executive’s
                                         employment), disclose any Confidential Information to any person or entity (except other
                                         Executives of the Company who have a need to know the information in connection with
                                         the performance of their employment duties, and who have been informed of the confidential
                                         nature of the Confidential Information and have agreed to keep it confidential), or copy,
                                         reproduce, or modify any Confidential Information, or remove any Confidential Information
                                         from the Company’s premises, without the prior written consent of the Company,
                                         or instruct any other person to do so. Executive shall take reasonable precautions to
                                         protect the physical security of all documents and other material containing Confidential
                                         Information (regardless of the medium on which the Confidential Information is stored).
                                         This Agreement applies to all Confidential Information, whether now known or which later
                                         becomes known to Executive during the Term.



 




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		e.	During
                                         Executive’s Term of employment, Executive agrees not to undertake planning for
                                         or organization of any business activity competitive with the Company’s business
                                         or combine or join with other Executives, Executives or representatives of the Company’s
                                         business for the purpose of organizing any such competitive business activity. The Company
                                         shall be entitled to seek provisional injunctive relief in an appropriate forum prohibiting
                                         Executive from any violation or threatened violation of this Paragraph.



 


	8.	Executive’s
                                         Covenants of Non-Competition Subject to the terms and conditions of this Agreement,
                                         which will result in a change in the terms and conditions of any ongoing employment at
                                         the time this Agreement is entered into:



 


		a.	Executive
                                         hereby promises and agrees that during the Term of this Agreement and for a period of
                                         one (1) year after the termination of this Agreement for any reason, or expiration of
                                         this Agreement, Executive will not directly for Executive or on behalf of any other individual,
                                         partnership, firm, corporation or other entity:



 


		i.	Within
                                         the “Restricted Area” (as defined below), engage in, own any interest in
                                         (other than less than ten percent (10%) of the outstanding shares of any publicly traded
                                         corporation), operate, control, or serve as a director of any business that is a casual
                                         dining burger restaurant or grill (the “Covered Services”);
	 	 	 
		ii.	Within
                                         the Restricted Area, be employed in or engage in services competing with the Covered
                                         Services;
	 	 	 
		iii.	Within
                                         the Restricted Area, influence or attempt to influence any of the customers of Company
                                         to divert its purchases of any of the Covered Services to any other individual, partnership,
                                         firm, corporation or other entity; or
	 	 	 
		iv.	Within
                                         the Restricted Area, influence or attempt to influence any of the investors, or lenders,
                                         of Company to divert its capital investment or loans to any other individual, partnership,
                                         firm, corporation or other entity; or
	 	 	 
		v.	Solicit
                                         any of the Executives or representatives of Company to work for any business, individual,
                                         partnership, firm, corporation or other entity; and
	 	 	 
		vi.	Disparage
                                         Company or any of its products or services, or wrongfully interfere with, disrupt or
                                         attempt to disrupt the relationship, contractual or otherwise, between Company and any
                                         other party, including without limitation any supplier, distributor, lessor or lessee,
                                         licensor or licensee.



 


For
purposes of this Agreement, the term “Restricted Area” shall mean any area that is within a five (5) mile radius
of any of the concepts owned or managed by the Company.


 


Executive
acknowledges that Company is doing business throughout the Restricted Area, and recognizes that the time limits, geographic scope,
and the types and limitations of activities set forth hereinabove are reasonable and necessary to protect the legitimate interests
of Company. It is the desire and intent of the parties that the provisions of this Section 8 be enforced to the fullest extent
permitted under the laws and public policies of each jurisdiction in which enforcement is sought. If any court determines that
any provision of this Section 8 is unenforceable because of the duration, activity restrained, or geographic scope of such provision,
such court will have the power to reduce the duration or scope of such provision, as the case may be, and, in its reduced form,
such provision shall then be enforceable.


 




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	9.	Remedies
                                         for Breach. Executive hereby acknowledges and agrees that a violation of any
                                         of the covenants set forth in Sections: 5,6,7,8,10 herein (the “Covenants”)
                                         would result in immediate and irreparable harm to Company, and that its remedies at law,
                                         including, without limitation, the award of money damages, would be inadequate relief
                                         for any such violation. Therefore, any violation or threatened violation by Executive
                                         of the Covenants will give Company the right to enforce such Covenants through specific
                                         performance, temporary restraining order, preliminary or permanent injunction, and other
                                         equitable relief. Such remedies will be cumulative and in addition to any other remedies
                                         that Company may have, at law or in equity.
	 	 
	10.	Return
                                         of Property. Immediately upon the termination of Executive’s employment
                                         with Company for any reason, or immediately upon request of Company, Executive will leave
                                         with or return to Company all personal property belonging to Company that is in Executive’s
                                         possession or control as of the date of such termination of employment, including, without
                                         limitation, all records, papers, drawings, notebooks, specifications, marketing materials,
                                         software, reports, proposals, equipment, or any other device, document or possession,
                                         however obtained, whether or not such personal property contains Intellectual Property.
                                         All memoranda, files, client contracts, records, electronic media, business plans, financial
                                         statements, manuals, lists and other property delivered to or compiled by Employee by
                                         or on behalf of the Company, its representatives, or agents which pertain to the business
                                         of the Company shall be and remain the property of the Company, as the case may be, and
                                         be subject at all times to the Company’s discretion and control. Likewise, all
                                         correspondence, reports, records, charts, marketing data, advertising materials and other
                                         similar data pertaining to the business, activities or future plans of the Company which
                                         are collected by Employee shall be delivered promptly to the Company upon request by
                                         the Company upon termination of Employee’s employment and Employee shall not retain
                                         any copies of the same.
	 	 
	11.	Survival.
                                         The provisions of Sections 5 through 20 will survive the termination of this Agreement,
                                         regardless of the manner or cause of such termination.
	 	 
	12.	Effect
                                         of Agreement. This Agreement sets forth the final and complete Agreement of the
                                         parties with respect to the subject matter hereof. It will not be assigned and may not
                                         be modified, except by way of a writing executed by both parties. All the terms and provisions
                                         of this Agreement will be binding upon and inure to the benefit of and be enforceable
                                         by the parties hereto and their successors and assigns.
	 	 
	13.	Governing
                                         Law. The provisions of this Agreement and any disputes arising hereunder will
                                         be governed by and construed in accordance with the laws of the State of North Carolina.



 




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	14.	Notice.
                                         All notices and other communications hereunder will be in writing and may be given
                                         by personal delivery, express courier doing business throughout the United States, registered
                                         or certified mail (return receipt requested). Such notice will be deemed effective when
                                         received if it is given by personal delivery, express courier doing business throughout
                                         the United States, or facsimile, and will be effective three (3) days after mailing by
                                         registered or certified mail, so long as it is actually received within five (5) days
                                         (and, if not so received within five (5) days, is effective when actually received) by
                                         the parties at the following addresses (or at such other address for a party as will
                                         be specified by like notice):



 


If
to Company:


Chanticleer
Holdings, Inc


7621
Little Ave


Suite
414


Charlotte,
NC 28226


Attn.:
Michale D. Pruitt, CEO


 


If
to Executive:


Patrick
Harkleroad


318
Ridgewood Ave


Charlotte,
NC 28209


 


	15.	Dispute
                                         Resolution.



 


		a.	Subject
                                         to Company’s rights under Section 9, any controversy or claim arising out of or
                                         related to this Agreement that cannot be amicably resolved, including, without limitation,
                                         whether such controversy or claim is subject to arbitration, will be resolved by binding
                                         arbitration in accordance with the then-current rules and regulations of the American
                                         Arbitration Association, subject to Company’s rights under Section 9.
	 	 	 
		b.	Arbitration
                                         will take place within Charlotte, North Carolina, or any other location mutually agreeable
                                         to the parties involved in such dispute. The arbitrator(s) will be able to decree any
                                         and all relief of an equitable nature, including but not limited to such relief as a
                                         temporary restraining order, a temporary or a permanent injunction, and will also be
                                         able to award damages. The decree or judgment of an award rendered by the arbitrators
                                         may be entered in any court having jurisdiction thereof. Except as the arbitrator(s)
                                         will otherwise decide is fair and reasonable, each party will bear its own attorneys’
                                         fees and expenses in connection with such proceeding and will bear one-half of the fees
                                         and expenses of the arbitrator(s) relating to such proceeding.
	 	 	 
		c.	Executive
                                         waives any right to bring any claim against Company or any Affiliate as part of a class
                                         or collective action.
	 	 	 
		d.	To
                                         the extent any claim or cause of action cannot, by operation of law, be submitted to
                                         arbitration as provided herein, Executive waives his right to trial by jury.



 


	16.	Confidentiality.
                                         Executive shall keep the terms and conditions of this Agreement confidential and
                                         shall not publicize or disclose the conditions, terms, or contents of this Agreement
                                         in any manner, whether in writing or orally, to any person, directly or indirectly, or
                                         by or through any agent, representative, attorney, or any other person unless compelled
                                         to do so by law or for public filings reasons. Notwithstanding the foregoing, the Executive
                                         may discuss this Agreement with his attorney and financial advisor as long as he informs
                                         them that the terms of this Agreement are confidential and direct that they maintain
                                         the same.



 




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	17.	Complete
                                         Integrated Agreement. This Agreement and the Plan constitute the entire Agreement
                                         between the Company and Employee. Further, while Employee’s compensation, including
                                         salary, bonus and Executive benefits may change from time to time upon mutual agreement
                                         between the Company and Executive, and without a written modification of this Agreement,
                                         neither the provisions of this Agreement concerning at-will employment (Section 4), nor
                                         any other provision of this Agreement, may-be modified, altered, amended or changed except
                                         by in writing signed by Company and Executive.
	 	 
	18.	Counterparts.
                                         This Agreement may be executed in one or more counterparts, all of which will be
                                         considered one and the same agreement and will become effective when one or more counterparts
                                         have been signed by each of the parties and delivered to the other parties.
	 	 
	19.	Severability.
                                         If any provision of this Agreement is held invalid, illegal or unenforceable, the validity,
                                         legality and enforceability of the remaining provisions of this Agreement are not affected
                                         or impaired in any way and the parties agree to negotiate in good faith to replace such
                                         invalid, illegal and unenforceable provision with a valid, legal and enforceable provision
                                         that achieves, to the greatest lawful extent under this Agreement, the economic, business
                                         and other purposes of such invalid, illegal or unenforceable provision. A court of competent
                                         jurisdiction, if it determines any provision of this Agreement to be unreasonable in
                                         scope, time or geography, is hereby authorized by the Executive and the Company to enforce
                                         the same in such narrower scope, shorter time or lesser geography as such court determines
                                         to be reasonable and proper under all the circumstances.
	 	 
	20.	Voluntary
                                         Execution; Representations. Executive acknowledges that (a) he or she has been
                                         represented by independent counsel of his or her own choosing concerning this Agreement
                                         and has been advised to do so by the Company, and (b) he or she has read and understands
                                         this Agreement, is competent and of sound mind to execute this Agreement, is fully aware
                                         of the legal effect of this Agreement and has entered into it freely based on his own
                                         judgment and without duress.



 


[Signature
page follows]


 




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IN
WITNESS WHEREOF, the parties hereto have executed this Agreement on the dates set forth below, all being effective as of the
Effective Date.


 


	 	CHANTICLEER
    HOLDINGS, INC
	 	 	 
	 	By:	             
	 	Name:	 
	 	Title:	 
	 	Date:	 
	 	 	 
	 	/s/
    PATRICK HARKLEROAD
	 	PATRICK
    HARKLEROAD
	 	Date:	



 

 




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Exhibit
A


 


Job
Description and Areas of Responsibility.


 


The
CFO will be responsible for the financial management and financial performance of the Company. Producing strategic metrics tied
to each operating department, and the development and monitoring of control systems for each department designed to guide company
growth, preserve Company assets and report accurate financial results. On
a day-to-day basis, CFO will help drive organizational improvement and ensure profitable growth by utilizing operations
knowledge, data analysis, judgment, leadership and organizational skills to make strategic recommendations to help Company achieve
their goals.


 


The
CFO will report to the President of the Company and will partner with other company leaders to guide the development and implementation
of systems and protocols that will ensure the achievement of short-term, annual, and long-term brand goals of Company.
The CFO will work closely with other members of the
executive and management team to achieve revenue, cash flow and profitability growth targets.


 


Key
Areas of Responsibility and Accountability:


 


		●	Provide
                                         guidance and leadership to finance organization with focus on continual improvement,
                                         positive change management, staff development and succession planning
	 	 	 
		●	Ensure
                                         the organization has a highly competent team overseeing the functions of Finance, Analysis,
                                         Accounting, Information Technology, and Risk Management.
	 	 	 
		●	Continue
                                         to improve the timeliness of financial and management reporting and the quality of business
                                         planning, budgeting and financial analysis for all departments; facilitate development
                                         of robust financial analytics and metrics
	 	 	 
		●	Provide
                                         timely and accurate financial reporting, information and analysis necessary to drive
                                         the weekly, monthly, quarterly and annual financial performance of the Company (Annual
                                         Budgets, Weekly KPI, Monthly PRP, etc).
	 	 	 
		●	Develop
                                         a reliable cash flow projection process and reporting mechanism that includes minimum
                                         cash threshold to meet operating needs
	 	 	 
		●	Oversee
                                         the Company’s and Affiliates’ capital structure and balance sheet, and ensure
                                         the appropriate level of funding to support growth and changes in Company’s business
                                         strategy
	 	 	 
		●	Raise
                                         capital as necessary for future growth
	 	 	 
		●	Oversee
                                         financial analysis and budgeting of business operations and new store development opportunities
                                         spearhead the interpretation of operating results and NSO capex budgets in relation to
                                         anticipated results
	 	 	 
		●	Partner
                                         with Operations and Information Technology to improve business intelligence and work
                                         flow processes across the enterprise



 






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		●	Partner
                                         with Risk Management to ensure Company maintains proper insurance protection for General
                                         Liability, Property, Epli, D&O) and other insurance policies required to protect
                                         Company from risks associated with its business.
	 	 	 
		●	Partner
                                         with Human Resources to ensure compliance with labor laws (e.g., FLSA) and ERISA, including
                                         any and all requirements to maintain the ESOP in good standing.
	 	 	 
		●	Partner
                                         with the President, Controller to facilitate “best practices” throughout
                                         the business through timely data dissemination, and enhanced financial tools
	 	 	 
		●	Continue
                                         Development of finance department as a key business partner to the organization in all
                                         areas.
	 	 	 
		●	Be
                                         a trusted and value-added advisor from the financial perspective on any contracts into
                                         which the corporation may enter.
	 	 	 
		●	Maintenance
                                         of relations with external auditors, and the investigation of their findings and recommendations
	 	 	 
		●	Ensure
                                         a high level of integrity of accounting policies, practices, procedures and initiatives.



 




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Exhibit
B


 


Bonus
Parameters


 


Annual
Bonus up to $25,0000: 50% merit based, 50% based on meeting performance goals in EBITDA/ EPS as determined by the Board of Directors.


 




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