exv10w15



 



Exhibit 10.15


EMPLOYMENT SEVERANCE AGREEMENT AND RELEASE



          Piccadilly Cafeterias, Inc. (the “Company”) and Ronald A. LaBorde (the
“Employee”) hereby agree effective the 4th day of May, 2003 (the “Agreement
Date”) as follows:



1.     Purpose
of Agreement. The purpose of this Employment Agreement (the
“Agreement”) is to set forth the terms of the Employee’s severance from
employment with the Company, to resolve fully any and all obligations arising
out of his employment and severance from employment, and to protect the
Company’s legitimate interest in maintaining the confidentiality of information
pertaining to its business plans and operations known to, or possessed by, the
Employee.


2.     Termination of Employment.


          A. The Employee hereby resigns as the Company’s Chief Executive Officer
and as an employee of the Company effective May 4, 2003 (the “Termination
Date”).



          B. The Employee hereby resigns from the Board of Directors of the Company
effective on the Termination Date.



          C. The Company and the Employee agree to cooperate in preparing
appropriate news releases announcing the Employee’s resignation. Employee
agrees that he will not criticize the Board of Directors for its actions in
connection with Employee’s resignation, nor otherwise disparage the Company.



3.     Consulting Services. Employee agrees to serve as a consultant to the
Company for the 12-month period following the Termination Date, during which
time Employee will perform services and provide information as requested by the
Chairman of the Board; provided that any such request is reasonable as to the
time and effort involved. Employee’s agreement to provide consulting services
to the Company is not intended to limit in any way Employee’s right to seek and
accept full-time employment or to engage in other business pursuits during this
12-month period. Employee shall not be entitled to any additional compensation
for providing such consulting services, except that he shall be reimbursed for
reasonable expenses approved by the Company in advance and those actually
incurred in providing any such services upon presentation of acceptable
documentation thereof to the Company.


4.     Consideration.


          A. In consideration of the Employee’s service to the Company, the release
of all claims that may exist against the Company in connection with his
employment as more specifically set forth below in Section 8, and the
Employee’s performance of or compliance with the obligations set forth below in
Section 6, and provided that the Employee complies with all other terms and
conditions of this Agreement, the Company agrees that:




		
	 	          1. the Company will continue to pay the Employee his current
annual salary of $313,000, payable ratably on each of the Company’s
regular payroll payment dates for the 12-month period ending May 4,
2004. These payments shall be subject to all legally required state
and federal tax deductions and withholdings;




		
	 	          2. the Company will pay up to $25,000 toward outplacement
services to be provided by a firm mutually agreed upon between Employee
and the Company, upon presentation of written invoices from such firm;
and




		
	 	          3. the Company will use its best efforts to include Employee as a
consultant participant in the Company’s group health insurance plan for
the 12-month period ending May 4, 2004, during which time Employee has
agreed to serve as a consultant to the Company under Section 3 hereof;
provided, however,



 






 







		
	 	that the Company’s obligation to provide health insurance
hereunder shall terminate at such time as Employee has obtained other
employment providing health insurance benefits or, under Section 7
hereof, at such time as Employee has breached his obligations
hereunder. Employee shall notify the Company immediately upon
accepting employment by another employer and provide the Company with
information regarding such employer’s health insurance coverage.
Employee’s participation in the Company’s health insurance plan shall
be on the same basis (including spouse and dependent coverage and any
Employee payment requirements) as Employee participated immediately
prior to termination of his employment. It is intended that the
18-month COBRA benefit period for the Employee will begin to run on May
4, 2004, or any earlier date on which Employee has breached his
obligations hereunder and all severance payments and benefits are
cancelled under Section 7. hereof.



          B. The Employee acknowledges that the rights and payments provided in
this Section 4:




		
	 	          1, represent valuable consideration not otherwise required to be
paid or provided by the Company in connection with the termination of
his employment and that his release of claims in Section 8 and his
agreement to comply with the obligations of Section 6 of this Agreement
are in return for this consideration;




		
	 	          2. shall be in lieu of any and all claims for additional
severance pay, wages, bonus, salary, accrued vacation and sick leave
pay or other compensation, or benefits, or claims of damages he may
have as of his Termination Date other than vested benefits described in
Section 5 and such rights as Employee may have to obtain continued
insurance coverage under COBRA;




		
	 	          3, arise solely out of the terms of this Agreement and are not
part of or evidence of any Company severance pay plan;




		
	 	          4. are subject to Employee’s compliance with all of his
obligations hereunder, including but not limited to the
confidentiality, non-competition, non-solicitation and the other
obligations of Employee provided in Section 6 hereof; and




		
	 	          5. may be delayed until the revocation period described in
Section 10 has expired.



          C. The Company acknowledges that its promises contained in this Agreement
are for good and valuable consideration.



          D. In the event of the death of the Employee prior to May 4, 2004, any
unpaid amounts required to be paid under Section 4 hereof will be paid to the
Employee’s estate on the specified due dates.



5.     Employee Benefit Plans. On the Termination Date, Employee’s participation
in all Company benefit plans shall automatically cease; provided, however, that
Employee shall be entitled to receive all vested benefits owed to him under the
Company’s employee benefit plans in which the Employee is participating as of
the Termination Date to the extent set forth and specifically provided for by
such plans and/or to the extent otherwise required by law and; provided further
that the Company shall continue to provide and pay for health insurance to the
extent provided in Section 4.A.3. hereof. The Employee shall not be entitled
to receive any annual bonus for the fiscal year ending July 1, 2003 nor payment
for any unused vacation days. All benefits under the Company’s Pension Plan
have previously been frozen and the amount of benefits payable to Employee
thereunder are unaffected by termination of his employment. All stock options
held by Employee shall be governed by the terms of the plans under which they
were granted and the applicable stock option agreements, which provide that all
stock options shall terminate immediately upon termination of employment.


 






 


6.     Confidentiality, Non-Competition and Non-Solicitation; Non-Disparagement
and Cooperation.


          A. Definitions. For purposes of this Agreement, the following terms
shall have the following meanings:




		
	 	          1. “Confidential Information” means any information, knowledge or
data of any nature and in any form (including information that is
electronically transmitted or stored on any form of magnetic or
electronic storage media) relating to the past, current or prospective
business or operations of the Company and its subsidiaries, that at the
time or times concerned is not generally known to persons engaged in
businesses similar to those conducted or contemplated by the Company
and its subsidiaries (other than information known by such persons
through a violation of an obligation of confidentiality to the
Company), whether produced by the Company and its subsidiaries or any
of their consultants, agents or independent contractors or by Employee,
and whether or not marked confidential, including without limitation
information relating to the Company’s or its subsidiaries’ services,
business plans, business acquisitions, processes, research and
development methods or techniques, training methods and other
operational methods or techniques, quality assurance procedures or
standards, operating procedures, files, plans, specifications,
proposals, drawings, charts, graphs, support data, trade secrets,
supplier lists, supplier information, purchasing methods or practices,
distribution and selling activities, consultants’ reports, marketing
and engineering or other technical studies, maintenance records,
employment or personnel data, marketing data, strategies or techniques,
financial reports, budgets, projections, cost analyses, price lists,
formulae and analyses, employee lists, recipes, proprietary computer
software, and internal notes and memoranda relating to any of the
foregoing.




		
	 	          2. “Business” means the cafeteria and restaurant business.



          B. Confidentiality. For a period of five years after the Termination
Date, Employee agrees:




		
	 	          1. not to communicate, divulge or make available to any person or
entity (other than the Company) any Confidential Information which
shall have been obtained by Employee during Employee’s employment,
except upon the prior written authorization of the Company or as may be
required by law or legal process; and




		
	 	          2. to deliver promptly to the Company any Confidential
Information in his possession, including any duplicates thereof and any
notes or other records Employee has prepared with respect thereto. In
the event that the provisions of any applicable law or the order of any
court would require Employee to disclose or otherwise make available
any Confidential Information, Employee shall give the Company prompt
prior written notice of such required disclosure and an opportunity to
contest the requirement of such disclosure or apply for a protective
order with respect to such Confidential Information by appropriate
proceedings.



          C. Non-Competition and Non-Solicitation. Employee will not, for a period
of one year immediately following the Agreement Date, directly or indirectly:




		
	 	          1. carry on or engage in any business like or similar to or in
direct competition with the Business of the Company in the parishes in
the State of Louisiana identified in Appendix “A” attached hereto and
forming a part of this Agreement, so long as the Company carries on the
Business therein (collectively the “Territory”); or




		
	 	          2. call upon any person who is, at that time, an employee of the
Company for the purpose or with the intent of enticing such employee
away from or out of the employ of the Company.




		
	 	Notwithstanding the above, the foregoing covenant shall not be deemed
to prohibit Employee from acquiring as an investment not more than 1%
of the capital stock of a competing business, whose stock is traded on
a national securities exchange, the Nasdaq Stock Market or similar
market.




		
	 	Employee agrees that he will from time to time upon the Company’s
request promptly execute any supplement, amendment, restatement or
modification of Appendix “A” as may be necessary or



 






 





		
	 	appropriate to correctly reflect the parishes in Louisiana in which the
Company conducts Business and which, at the time of such modification,
should be covered by Appendix “A” and this Section 6.C. The parties
agree that in the event of a merger, consolidation or reorganization
involving the Company and another entity (a “Business Combination”),
jurisdictions in which a party to the merger, consolidation or
reorganization other than the Company conducted a cafeteria or
restaurant business prior to the Business Combination shall not be
added to Appendix A, unless the Company also conducted the Business in
any such jurisdiction prior to the Business Combination. However,
jurisdictions in which the entity resulting from the Business
Combination (the “Resulting Entity”) or a person or entity that
controls the Resulting Entity, is controlled by the Resulting Entity or
is under common control with the Resulting Entity commences operation
of a cafeteria or restaurant business after the Business Combination
shall be added to Appendix A. Furthermore, Employee agrees that all
references to Appendix “A” in this Agreement shall be deemed to refer
to Appendix “A” as so supplemented, amended, restated or otherwise
modified from time to time.




		
	 	The Employee acknowledges and agrees that the foregoing restrictions
will limit his ability to become employed with a competing business in
the Territory for a one year period, but he nevertheless understands
that he has received and will in the future receive sufficient
consideration and other benefits as a former employee of the Company
and as otherwise provided herein to clearly justify such restrictions.



          D.     Non-Disparagement and Cooperation. Employee agrees not to make any
public or private remarks disparaging the conduct or character of the Company,
or any of its subsidiaries or affiliates, agents, employees, officers,
directors, successors or assigns. The Company agrees that its officers and
directors will not make any public or private statement that disparages the
Employee. In addition, Employee agrees to cooperate with the Company in any
litigation or administrative proceedings (e.g., EEOC charges) involving any
matters with which Employee was involved during Employee’s employment with the
Company. The Company shall reimburse Employee for travel and reasonable
related expenses such as lodging, transportation an meals approved by the
Company incurred in providing such assistance.


          E. Return of Property. As soon as practicable before the Termination
Date, Employee shall return to the Company all of the Company’s property,
documents, and equipment currently in Employee’s possession or under Employee’s
control, if any.



7.     Injunctive Relief; Termination of Benefits, Other Remedies. Employee
acknowledges that a breach by Employee of Section 4 or 6 would cause immediate
and irreparable harm to the Company for which an adequate monetary remedy does
not exist; hence, Employee agrees that, in the event of a breach or threatened
breach by Employee of the provisions of Section 4 or 6, the Company shall be
entitled to injunctive relief restraining Employee from such violation without
the necessity of proof of actual damage or the posting of any bond, except as
required by non-waivable, applicable law. Nothing herein, however, shall be
construed as prohibiting the Company from pursuing any other remedy at law or
in equity to which the Company may be entitled under applicable law in the
event of a breach or threatened breach of this Agreement by Employee, including
without limitation the recovery of damages and/or costs and expenses, such as
reasonable attorneys’ fees, incurred by the Company as a result of any such
breach. In addition to the exercise of the foregoing remedies, the Company
shall have the right upon the occurrence of any such breach to cancel any
unpaid salary, benefits, severance, group health plan participation or
insurance payments otherwise outstanding. In particular, Employee acknowledges
that the payments and benefits provided hereunder are conditioned upon Employee
fulfilling any confidentiality, return of property, non-disparagement,
cooperation, non-competition or non-solicitation covenants contained in this
Agreement. In the event Employee shall at any time materially breach any
confidentiality, return of property, non-disparagement, cooperation,
non-competition or non-solicitation obligations contained in this Agreement,
the Company may suspend or eliminate all payments and benefits under Section 4
during the period of such breach. Employee acknowledges that any such
suspension or elimination of payments and benefits would be an exercise of the
Company’s right to suspend or terminate its performance hereunder upon
Employee’s breach of this Agreement; such suspension or elimination of payments
would not constitute, and should not be characterized as, the imposition of
liquidated damages.


 






 


8.     Waiver and Release by Employee. In consideration of the Company’s
agreement to enter into and to provide the terms of this Agreement, Employee
hereby and forever, irrevocably and unconditionally, waives and releases any
and all rights, claims and causes of action against the Company of whatever
kind or nature, known or unknown, asserted or unasserted, that may have arisen
prior to or that may exist as of the date of Employee’s execution and
acceptance of this Agreement. It is expressly understood and agreed that the
claims covered by Employee’s release include, but are not limited to, any and
all claims or rights arising or that could be asserted under the Employee
Retirement Income Security Act, 29 U.S.C. § 1001 et seq.; Title VII of the
Civil Rights Act of 1964, 42 U.S.C. § 2000e et seq.; the Age Discrimination in
Employment Act, 29 U.S.C. § 621 et seq.; the Americans with Disabilities Act,
42 U.S.C. § 12101 et seq.; the Louisiana Employment Discrimination Law, La.
R.S. 23:331 et seq.; the Louisiana penalty wage statute, La. R.S. § 631 and
632; or any other federal, state, or local statute, law, rule or regulation
concerning employment discrimination or otherwise concerning the employment
relationship. In addition, it is understood and agreed that by this Agreement,
Employee waives any claims he may have against the Company based on any other
theory of liability, statutory or non-statutory, in contract or in tort,
including, but not limited to, claims for wrongful or constructive discharge,
breach of any express or implied employment contract or agreement, breach of
any covenant of good faith and fair dealing, fraud, defamation, or any personal
or emotional injury. It is further understood and agreed that the parties
covered by Employee’s release include the Company’s present and former
shareholders, officers, directors, employees, agents, insurers, assigns,
predecessors, and successors, and that any reference to the Company in this
Agreement is understood to include all of the foregoing persons or entities.
Notwithstanding the foregoing, Employee does not waive any rights under or
pursuant to this Agreement, rights under benefit plans of the Company or
indemnification rights under the Company’s current Bylaws or the Indemnity
Agreement dated April 27, 1995 between Employee and the Company.


9.     Review and Consultation; Information Provided to Employee. It is
understood and agreed that Employee has entered into and executed this
Agreement voluntarily and that such execution by Employee is not based upon any
representations or promises of any kind made by the Company or any of its
representatives, except as expressly recited in this Agreement. Employee
further acknowledges that he has read and fully understands each paragraph of
this Agreement, that he was advised in writing by the Company to consult with
an attorney prior to executing this Agreement, and that he has availed himself
of legal or other counsel to the full extent that he desires. Employee also
acknowledges that he was advised in writing by the Company that he could take
up to twenty-one (21) days within which to consider and sign this Agreement and
that he has considered this Agreement to the full extent that he desires.


          Finally, Employee agrees and acknowledges that the consideration provided
under this Agreement is in addition to any other payments, benefits or other
things of value to which he is entitled and that he would not be entitled to
any of the consideration provided under this Agreement in the absence of his
execution and acceptance of this Agreement.



10.    Right of Revocation. Employee shall have seven (7) days following his
execution of this Agreement within which to exercise a right of revocation, and
this Agreement will not be enforceable or effective, and no payments shall be
made hereunder, until the expiration of such seven-day period. Any such
revocation of this Agreement must be communicated in writing and delivered in
person or by fax to the Company as specified in Section 12 not later than the
close of business on the seventh (7th) day following Employee’s execution of
this Agreement. Otherwise, such revocation shall be of no force or effect.


11.    Binding Effect.


          A. This Agreement shall be binding upon and inure to the benefit of the
Company and any of its successors or assigns.



          B. This Agreement is personal to the Employee and shall not be assignable
by the Employee without the consent of the Company (there being no obligation
to give such consent) other than such rights or benefits as are transferred by
will or the laws of descent and distribution.



          C. The Company shall require any successor to or assignee of (whether
direct or indirect, by purchase, merger, consolidation or otherwise) all or
substantially all of the assets or businesses of the Company (i) to assume





 






 





unconditionally and expressly this Agreement and (ii) to agree to perform
all of the obligations under this Agreement in the same manner and to the same
extent as would have been required of the Company had no assignment or
succession occurred, such assumption to be set forth in a writing reasonably
satisfactory to the Employee. In the event of any such assignment or
succession, the term “Company” as used in this Agreement shall refer also to
such successor or assign.


12.     Notices. All notices hereunder must be in writing and shall be deemed to
have given upon receipt of delivery by: (a) hand (against a receipt therefor),
(b) certified or registered mail, postage prepaid, return receipt requested,
(c) a nationally recognized overnight courier service (against a receipt
therefor) or (d) fax transmission with confirmation of receipt. All such
notices must be addressed as follows:



	 	 	 
	 	 	
If to the Company, to:
	 	 	 
	 	 	
Piccadilly Cafeterias, Inc.
	 	 	
3232 Sherwood Forest Boulevard
	 	 	
Baton Rouge, Louisiana 70816
	 	 	
Attn: J. H. Campbell, Jr.
	 	 	
            Chairman of the Board of Directors
	 	 	
      Fax No.: 225-769-7138
	 	 	 
	 	 	
If to the Employee, addressed to:
	 	 	 
	 	 	
Ronald A. LaBorde
	 	 	


	 	 	
Baton Rouge, Louisiana _____________________
	 	 	
      Fax No.: __________________  



or such other address as to which any party hereto may have notified the other
in writing.


13.     Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the internal laws of the State of Louisiana
without regard to principles of conflict of laws.


14.     Withholding. The Employee agrees that the Company has the right to
withhold, from the amounts payable pursuant to this Agreement, all amounts
required to be withheld under applicable income and/or employment tax laws, or
as otherwise stated in documents granting rights that are affected by this
Agreement.


15.     Severability. If any term or provision of this Agreement or the
application thereof to any person or circumstance, shall at any time or to any
extent be invalid, illegal or unenforceable in any respect as written, Employee
and the Company intend for any court construing this Agreement to modify or
limit such provision temporally, spatially or otherwise so as to render it
valid and enforceable to the fullest extent allowed by law. Any such provision
that is not susceptible of such reformation shall be ignored so as to not
affect any other term or provision hereof, and the remainder of this Agreement,
or the application of such term or provision to persons or circumstances other
than those as to which it is held invalid, illegal or unenforceable, shall not
be affected thereby and each term and provision of this Agreement shall be
valid and enforced to the fullest extent permitted by law.


16.     Waiver of Breach. The waiver by either party of a breach of any provision
of this Agreement shall not operate or be construed as a waiver of any
subsequent breach thereof.


17.     Remedies Not Exclusive. No remedy specified herein shall be deemed to be
such party’s exclusive remedy, and accordingly, in addition to all of the
rights and remedies provided for in this Agreement, the parties shall have all
other rights and remedies provided to them by applicable law, rule or
regulation.


18.     Survival. The rights and obligations of the Company and Employee
contained in this Agreement shall survive the termination of the Agreement.
Following the Termination Date, each party shall have the right to enforce all
rights, and shall be bound by all obligations, of such party that are
continuing rights and obligations under this Agreement.


 






 


19.     Unsecured, Unfunded Obligations. The payments and benefits provided to
Employee pursuant to this Agreement are unsecured, unfunded obligations of the
Company.


20.     Arbitration. Should any dispute arise relating to the meaning or
application of this Agreement, such dispute shall be settled by arbitration in
Baton Rouge, Louisiana, or another mutually agreed upon location in accordance
with the rules of the American Arbitration Association applicable to the
resolution of employment disputes. Judgment shall be entered in a court of
competent jurisdiction.


21.     Counterparts. This Agreement may be executed in one or more counterparts,
each of which shall be deemed to be an original but all of which together shall
constitute one and the same instrument.


          IN WITNESS WHEREOF, the Company and the Employee have caused this
Agreement to be executed as of the Agreement Date.




	 	 	 	 	 	 	 
	 	 	 	 	PICCADILLY CAFETERIAS, INC.
	 	 	 	 	 	 	 
	Date of Execution:	 	 	 	By:	 	 
	 	 	


	 	 	 	

	 	 	 	 	 	 	Joseph H. Campbell, Jr.
	 	 	 	 	 	 	Chairman of the
	 	 	 	 	 	 	Board of Directors
	 	 	 	 	 	 	 
	 	 	 	 	EMPLOYEE:
	Date of Execution:	 	 	 	 	 	 
	 	 	
	 	

	 	 	 	 	Name: Ronald A. LaBorde



 






 



APPENDIX A


Parishes in Louisiana in Which

Piccadilly Cafeterias, Inc. Conducts Business



Ascension

Caddo

Calcasieu

East Baton Rouge

Iberia

Jefferson

Lafayette

Livingston

Orleans

Ouachita

Rapides

St. Bernard

St. Tammany

Tangipahoa

Terrebonne