Unassociated Document


    


    EXECUTIVE
      CHAIRMAN AGREEMENT

    


    


    THIS
      EXECUTIVE CHAIRMAN AGREEMENT (the
      “Agreement”)
      is
      entered into as of July 8, 2008, between Chanticleer Holdings, Inc., a Delaware
      corporation (the “Company”)
      and
      Michael Pruitt (“Executive”).

    


    WHEREAS,
      Wise Acquisition Corp., a Delaware corporation, the Company, Hooters, Inc.,
      a
      Florida corporation (the “HI”),
      and
      certain other entities and selling stockholders have entered into that certain
      Stock Purchase Agreement (the “SPA”),
      dated
      March 7, 2008, pursuant to which the Company will acquire, directly or
      indirectly, all of the outstanding shares of capital stock of HI and certain
      of
      its affiliates; 

    


    WHEREAS,
      Owl Acquisition Holdings Corp., a Delaware corporation, the
      Company, certain related entities that have executed and delivered a
      joinder thereto, and Texas
      Wings Incorporated, a Texas corporation (“TW”), have
      entered into
      that
      certain Asset Purchase Agreement (the “APA”),
      dated
      as of the date hereof, pursuant to which the Company will indirectly
      acquire, certain Hooters restaurants or rights related thereto of TW and
      certain of its affiliates as set forth in the APA; 

    


    WHEREAS,
      it is contemplated that the closing of the transactions contemplated by the
      SPA will occur immediately prior to the closing of the transactions
      contemplated by the APA  (collectively, the “Closings”),
      and
      upon the Closings the Company and Executive desire that, immediately at the
      effective time of the Closings (the “Effective
      Time”),
      the
      Company shall employ Executive, and Executive shall accept such employment,
      on
      the terms and subject to the conditions set forth herein; and 

     

    NOW,
      THEREFORE, in consideration of the mutual agreements set forth herein and for
      other good and valuable consideration, the receipt and sufficiency of which
      are
      hereby acknowledged, the parties hereto hereby agree as follows: 

    


    1. Employment
      Period.
      Subject
      to earlier termination as hereinafter provided, Executive’s employment hereunder
      shall be for a period (the “Employment
      Period”)
      commencing at the Effective Time and ending on the second anniversary of the
      date of the Closings (the “Initial
      Termination Date”).
      If
      not previously terminated, the Employment Period shall automatically be extended
      for one additional year on the Initial Termination Date and on each subsequent
      anniversary of the Initial Termination Date, unless either Executive or the
      Company elects not to so extend the Employment Period by notifying the other
      party, in writing, of such election not less than ninety (90) days prior to
      the
      last day of the then-current Employment Period. 

    


    
      
        
          
          

        

        
          1

          
            

          

        

        
          
          

        

      

    

    


    2. Position,
      Duties and Responsibilities.

    


    (a) Position.
      Effective at the Effective Time, the Company shall employ Executive, and
      Executive hereby agrees to serve the Company, as an executive and Chairman
      of
      the Board reporting to the Company’s Board of Directors (the “Board”).
      In
      addition, during the Term, the Company shall use
      its
      best efforts to cause
      Executive to be nominated to serve as a member of the Board;
      provided,
      however,
      that
      the Company shall not be obligated to cause such nomination if circumstances
      constituting Cause for Executive’s termination of employment exist or Executive
      is no longer employed as Executive Chairman. Provided that
      if
      Executive is so nominated and elected, Executive hereby agrees to serve as
      a
      member of the Board. Executive shall perform such duties as are usual and
      customary for such position. At the Company’s request, Executive shall serve the
      Company and/or its subsidiaries and affiliates in such other offices and
      capacities in addition to the foregoing (consistent with Executive’s position
      with the Company) as the Company shall designate. In the event that Executive
      serves in any one or more of such additional capacities, Executive’s
      compensation will not be increased on account of such additional service beyond
      that specified in this Agreement. 

    


    (b) Place
      of Employment.
      During
      the Employment Period, Executive shall perform the services required by this
      Agreement at the Company’s offices in Charlotte, North Carolina. Notwithstanding
      the foregoing, the Company may from time to time require Executive to travel
      temporarily to other locations for the Company’s business.

    


    (c) Exclusivity.
      Except
      with the prior written approval of the Board (which the Board may grant or
      withhold in its sole discretion), Executive, during the Employment Period,
      shall
      not engage, directly or indirectly, in any other business activity (whether
      or
      not pursued for pecuniary advantage) that is or may be competitive with, or
      that
      might place him in a competing position to, that of the Company or any of its
      subsidiaries or affiliates.

    


    3. Cash
      Compensation.

    


    (a) Base
      Salary.
      During
      the Employment Period, the Company shall pay Executive an annual base salary
      of
      $150,000 per year, which shall be paid to Executive in accordance with the
      Company’s standard payroll practices, as in effect from time to time (such base
      salary, as may be increased pursuant to the following sentence, the
“Base
      Salary”).
      The
      Base Salary shall be reviewed annually for increase as determined by the Board
      or the Compensation Committee thereof in its sole discretion.

    


    (b) Bonuses.
      

    


    
      	 	
              i.

            	
              Transaction
                Bonus.
                Subject to and contingent upon the consummation of each of the Closings,
                the Company shall pay to Executive, at or as soon as practicable
                after the
                Effective Time, a one-time cash bonus in the amount of
                $200,000.

            


    

    


    
      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

    

     

    
      	 	
              ii.

            	
              Performance
                Bonus.
                Subject to and contingent upon the Company’s attainment of the performance
                objectives described on Exhibit
                A
                hereto (the “Acquisition
                Transaction”)
                on or prior to December 31, 2010, as determined in the sole discretion
                of
                the Compensation Committee of the Board, Executive shall be eligible,
                under and in accordance with the terms of Section 9.1 of the Company’s
                2008 Equity Incentive Plan (the “Plan”),
                to receive a one-time cash bonus in the amount of $1,200,000, payable
                upon
                the earliest to occur of (A) (1) if the Acquisition Transaction is
                consummated on or prior to December 31, 2009 and
                the consummation of such transaction constitutes a “change of control
                event” of the Company (within the meaning of Section 409A of the Code) (a
                “Payment
                Event”),
                and/or (2) if the Acquisition Transaction is consummated during 2010,
                in
                either case, on or within ten days after the date on which the Acquisition
                Transaction is consummated, but in no event later than December 31,
                2010,
                or (B) if the consummation of the Acquisition Transaction occurs
                prior to
                January 1, 2010 and does not
                constitute a Payment Event, on or within ten days after
                January 1, 2010, in any case, subject to certification by the Compensation
                Committee of the attainment of the Performance Goal if Executive
                remains
                employed by the Company at the time the Performance Goal is
                attained.

            


    

    


    
      	 	
              iii.

            	
              Discretionary
                Bonuses.
                During the Employment Period, Executive shall be eligible to receive
                additional discretionary cash and/or equity incentive bonus awards
                based
                on significant acquisitions, significant corporate achievements and/or
                the
                attainment of other objectives. The award of any bonus under this
                Section
                3(b)(ii) (if any) shall be made in the sole discretion of the Board
                and
                shall be paid, if at all, at such time or times and in such form
                as the
                Board determines.

            


    

    


    4. Equity
      Grants.
      

    


    (a) General.
      Subject
      to adoption by the Board and approval by Company’s shareholders of the Plan in
      substantially the form attached as Exhibit
      B
      hereto,
      the Company shall grant to Executive (i) an option (“Option”)
      to
      purchase shares of common stock, par value $0.0001 per share, of the Company
      (“Shares”),
      and
      (ii) restricted Shares (the “Restricted
      Stock”),
      each
      as provided below in this Section 4.
      To
      the
      greatest extent permitted under applicable law, the Option shall constitute
      an
“incentive stock option” within the meaning of Section 422 of the Internal
      Revenue Code of 1986, as amended (the “Code”).
      If
      approval of the Plan is not obtained by the time any portion of the Option
      or
      Restricted Stock are scheduled to vest, the Company will instead grant awards
      that substantially replicate the terms and economics of the Option and
      Restricted Stock award, payable in cash or other awards that do not require
      the
      approval of the Company’s shareholders.

    


    
      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

    

    


    (b)  Option.
      Subject
      to Section 4(a) above and Section 4(g) below, as soon as practicable following
      the Effective Time, the Company shall grant to Executive an Option to purchase
      149,535 Shares (subject to adjustment for stock splits and similar changes
      in
      share capital between the date hereof and the Effective Date). The Option shall,
      subject to Sections 4(d) and 7(a) hereof, vest and become exercisable as to
      one-half of the Shares subject thereto on each of the first two anniversaries
      of
      the date of grant (the “Grant
      Date”)
      of
      such Option, subject to Executive’s continued employment with the Company
      through each such vesting date. The Option shall be
      granted at
      an
      exercise price per share equal to the Fair Market Value (as defined in the
      Plan)
      of a Share on the Grant Date.
      Consistent
      with the applicable provisions of this Section 4, the
      terms
      and conditions of the Option, including without limitation any applicable
      vesting and forfeiture conditions, shall be set forth in a Stock Option
      Agreement to be entered into by the Company and Executive in substantially
      the
      form attached hereto as Exhibit
      C
      (the
“Option
      Agreement”).
      The
      Option shall be governed in all respects by the terms of the Plan and the Option
      Agreement. 

     

       (c) Restricted
      Stock.
      Subject
      to Section 4(a) above and Section 4(g) below, as soon as practicable following
      the Effective Time, the Company shall grant to Executive 37,384 Shares of
      Restricted Stock (the “Restricted
      Stock”)
      (subject to adjustment for stock splits and similar changes in share capital
      between the date hereof and the Effective Date).
      The
      Restricted Stock shall vest and the restrictions thereon shall lapse,
subject
      to Sections 4(d) and 7(a) hereof,
      with
      respect to one-half of the Shares subject thereto on each of the first two
      anniversaries of the Grant Date of such Restricted Stock, subject to Executive’s
      continued employment with the Company through each such vesting date. Consistent
      with the applicable provisions of this Section 4, the terms and conditions
      of
      the Restricted Stock shall be set forth in a Restricted Stock Agreement to
      be
      entered into by the Company and Executive in substantially the form attached
      hereto as Exhibit
      D
      which
      shall evidence the grant of the Restricted Stock (the “Restricted
      Stock Agreement”).
      The
      Restricted Stock shall be governed in all respects by the terms of the Plan
      and
      the Restricted Stock Agreement. 

     

    (d) Change
      in Control.
      Notwithstanding anything herein to the contrary, in the event that a Change
      in
      Control (as defined in the Plan) occurs and Executive remains employed until
      at
      least immediately prior to the closing of the Change in Control, then,
      immediately prior to such Change in Control, 50% of the then-unvested Shares
      subject to each of the Option and the Restricted Stock award shall
      vest.

    


    (e) Additional
      Terms.
      The
      Option shall terminate immediately upon Executive’s termination of employment
      for Cause (as defined below), without regard to the vested status of such Option
      at the time of such a termination. In the event of any other termination of
      employment, the Option, to the extent vested, shall remain outstanding and
      exercisable for a period of up to (i) 180 days following Executive’s termination
      of employment for any reason other than Cause or due to death or Disability
      (as
      defined below), and (ii) one year following Executive’s termination of
      employment due to death or Disability (but in no event beyond the stated
      expiration date of the Option). 

    


    (f) Additional
      Discretionary Equity Grants.
      During
      the Employment Period, Executive shall be eligible as a senior executive of
      the
      Company to receive future grants of equity-based awards, including, without
      limitation, upon authorization of additional Shares for grant under the Plan.
      The award of additional equity-based awards (if any) pursuant to this Section
      4(f) shall be made in the sole discretion of the Board or the Compensation
      Committee thereof and shall be subject to such terms and conditions as the
      Board
      or the Compensation Committee may determine.

    


    
      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

    

    


    (g) Equity
      Grant Allocation.
      Notwithstanding the provisions of Sections 4(b) and 4(c) above, if, on the
      Grant
      Date, the Fair Market Value of a Share is greater than $7 per Share, then the
      parties agree to cooperate and work together in good faith to adjust the number
      of Shares subject to the Option and/or Restricted Stock grants described in
      Sections 4(b) and 4(c) above to reflect the value intended to be provided to
      Executive under the Options and Restricted Stock had such awards been granted
      in
      the amounts stated in Sections 4(b) and 4(c) above with the Options having
      an
      exercise price equal to $7 per Share.

    


    5. Benefits
      and Vacation.
      During
      the Employment Period, Executive shall be eligible to participate in such group
      life, health, accident, disability and/or hospitalization insurance and
      retirement plans as the Company may make available generally to its senior
      executives as a group, on a basis no less favorable than those provided to
      similarly situated senior executives of the Company. In addition, Executive
      shall be eligible for such other benefits, perquisites, paid vacation and
      holidays, to the extent applicable generally to other senior executives of
      the
      Company, subject to the terms and conditions of the applicable policies. In
      addition, the Company agrees to consider the implementation of a nonqualified
      deferred compensation plan and an executive supplemental life insurance program.
      Nothing contained herein shall, or shall be construed so as to, obligate the
      Company to adopt, maintain or continue any particular plans, policies or
      programs at any time.

    


    6. Expenses.
      During
      the Employment Period, Executive shall be entitled to receive prompt
      reimbursement of all reasonable business expenses incurred by Executive
      in accordance with the expense reimbursement policy applicable to the Company’s
      senior executives, as in effect from time to time.
      

    


    7. Termination
      of Employment.
      

    


    (a) Termination
      Without Cause or for Good Reason.
      The
      Company may terminate Executive’s employment without Cause (as defined below) at
      any time during the Employment Period upon ten (10) days’ written notice
      provided to Executive in accordance with Section 8 below or, in the Company’s
      sole discretion, payment of Executive’s Base Salary for such period in lieu of
      notice. In addition, Executive may terminate his employment for Good Reason
      (as
      defined below) at any time during the Employment Period in accordance with
      the
      terms of Section 7(i)(ii) hereof. If Executive experiences
      a “separation from service” (within the meaning of Section 409A(a)(2)(A)(i) of
      the Code, and Treasury Regulation Section 1.409A-1(h)) (“Separation
      from Service”)
      due to a
      termination by the Company without Cause or by Executive for Good Reason, the
      Company shall promptly or, in the case of obligations described in clause (iv)
      below, as such obligations become due, pay or provide to Executive, (i)
      Executive’s earned but unpaid Base Salary accrued through the date of such
      Separation from Service (the “Termination
      Date”),
      (ii)
      accrued but unpaid vacation time through the Termination Date, (iii)
      reimbursement of any unreimbursed business expenses incurred by Executive prior
      to the Termination Date that are reimbursable under Section 6 above, (iv) any
      vested benefits and other amounts due to Executive under any plan, program
      or
      policy of the Company, and (v) any payment in lieu of notice of termination
      under this Section 7(a) (together, the “Accrued
      Obligations”).
      In
      addition, subject to Section 7(f) below and Executive’s execution and
      non-revocation of a binding release in accordance with Section 7(g) below,
      in
      the event of a termination of Executive’s employment by the Company without
      Cause or by Executive for Good Reason, 50% of the then-unvested Shares subject
      to each of the Option and the Restricted Stock award shall vest immediately
      prior to such termination, provided,
      that
      if
      such termination occurs within the one year period after either of (x) a Change
      in Control or (y) the consummation of an Excluded Acquisition (as defined in
      the
      Plan) that, but for the Change in Control Exceptions (as defined in the Plan),
      would constitute a Change in Control, in either case, then all of the
      then-unvested Shares subject to each of the Option and the Restricted Stock
      award shall vest immediately prior to such termination; provided
      further,
      if the
      preceding proviso is not applicable, then the portion of the Option and
      Restricted Stock award that did not vest immediately prior to such termination
      shall conditionally remain outstanding and unvested, and if within the six-month
      period following such termination, an event described in clause (x) or (y)
      occurs, such unvested portion shall vest upon such event, and as to the Option,
      shall remain exercisable for at least 30 days thereafter (unless canceled in
      connection with such Change in Control), and if within the six-month period
      following such termination, an event described in clause (x) or (y) does not
      occur, such unvested portion shall be forfeited on the six-month anniversary
      of
      the Termination Date. Notwithstanding the foregoing, in no event shall any
      portion of any such award remain outstanding beyond its stated expiration date.
      The accelerated vesting described in the preceding sentence shall be referred
      to
      herein as the “Severance.”

    


    
      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

    

     

    (b) Resignation
      without Good Reason.
      Executive may terminate his employment at any time without Good Reason upon
      thirty (30) days’ written notice provided to the Company in accordance with
      Section 8 hereof, provided,
      that
      the Company may, in its sole discretion, waive such notice period without
      payment in lieu thereof. If Executive so resigns his employment, Executive
      shall
      be entitled to receive the Accrued Obligations promptly or, in the case of
      benefits described in Section 7(a)(iv) above, as such obligations become
      due.

    


    (c) Death;
      Disability.
      If
      Executive dies during the Employment Period or his employment is terminated
      due
      to his total and permanent disability (as determined by the Board), Executive
      or his estate, as applicable, shall be entitled to receive the Accrued
      Obligations promptly or, in the case of benefits described in Section 7(a)(iv)
      above, as such obligations become due. 

    


    (d) Cause.
      The
      Company may terminate Executive’s employment for Cause by providing notice to
      Executive in accordance with Section 8 hereof. If the Company terminates
      Executive’s employment for Cause, Executive shall be entitled to receive the
      Accrued Obligations promptly or, in the case of benefits described in Section
      7(a)(iv) above, as such obligations become due. 

    


    (e) Non-Renewal.
      Either
      party may terminate Executive’s employment by electing not to renew the
      Employment Period in accordance with Section 1 hereof. Upon Executive’s
      Separation from Service in connection with any such election, Executive shall
      be
      entitled to receive the Accrued Obligations promptly or, in the case of benefits
      described in Section 7(a)(iv) above, as such obligations become due. In no
      event
      shall an election not to extend the Employment Period in accordance with Section
      1 hereof constitute a termination of employment without Cause or for Good
      Reason. 

    


    
      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

    

     

    (f) Potential
      Six-Month Delay.
      Notwithstanding anything to the contrary in this Agreement, no compensation
      or
      benefits, including without limitation any Severance, shall be paid to Executive
      during the 6-month period following his Separation from Service to the extent
      that the Company determines that Executive is a “specified employee” at the time
      of such Separation from Service (within the meaning of Section 409A of the
      Code)
      and that that paying such amounts at the time or times indicated in this
      Agreement would be a prohibited distribution under Section 409A(a)(2)(b)(i)
      of
      the Code. If the payment of any such amounts is delayed as a result of the
      previous sentence, then on the first business day following the end of such
      6-month period (or
      such
      earlier date upon which such amount can be paid under Section 409A of the Code
      without being subject to such additional taxes, including as a result of
Executive’s
      death),
      the
      Company shall pay to Executive a lump-sum amount equal to the cumulative amount
      that would have otherwise been payable to Executive during such 6-month
      period.

    


    (g) Release.
      Executive’s right to receive any of the Severance payments or benefits is
      conditioned on and subject to the execution and non-revocation by Executive
      of a
      general release of claims against the Company, substantially in the form
      attached hereto as Exhibit
      E,
      as may
      be amended to reflect changes in applicable law.1 

    


    (h) Termination
      of Offices and Directorships.
      Upon
      termination of Executive’s employment for any reason, Executive shall be deemed
      to have resigned from all offices and directorships, if any, then held with
      the
      Company or any affiliate, and shall take all actions reasonably requested by
      the
      Company to effectuate the foregoing.

    


    (i) Definitions.
      For
      purposes of this Agreement:

    


    (i)
       “Cause”
shall
      mean: (A) any willful and material failure by Executive to perform his duties
      and responsibilities under this Agreement (other than due to Executive’s
      disability); (B) any material act of fraud, embezzlement, theft or
      misappropriation by Executive relating to the Company or its business or assets,
      (C) Executive’s commission of a felony or a crime involving moral turpitude; (D)
      any gross negligence or willful misconduct on the part of Executive in the
      conduct of his duties and responsibilities with the Company or which has a
      materially adverse economic impact on the Company or its affiliates; or (E)
      any
      willful and material breach by Executive of this Agreement,
      provided,
      that no
      termination for Cause shall be effective unless and until (1) the Company
      has first provided Executive with written notice specifically identifying the
      acts or omissions constituting the grounds for “Cause” within thirty (30) days
      after the Company has knowledge of the occurrence thereof, and (2) if capable
      of
      cure, Executive has not cured such acts or omissions within fifteen (15) days
      of
      his actual receipt of such notice. For purposes of the foregoing, no act or
      failure to act shall be deemed willful unless done in bad faith, and a failure
      to meet performance expectations, after a good faith effort to do so, shall
      not
      in of itself constitute Cause.

     

    
      

    

    
      
        
          1
            The
            release for this agreement needs to carve-out rights in connection with
            any
            post-termination payment of the HOA bonus.

        

      

    

    
      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

    

     

    (ii)
       “Good
      Reason”
shall
      mean the Company’s material breach of this Agreement, including: (A) a material
      reduction in Executive’s Base Salary, (B) a material reduction in Executive’s
      job duties and responsibilities or the assignment to Executive of any duties
      inconsistent in any material respect with Executive’s position with the Company,
      or (C) a relocation of Executive’s principal work location to a location that is
      more than 50 miles from Executive’s principal work location as of the date of
      the Closing, provided,
      that no
      resignation for Good Reason shall be effective unless and until
      (1) Executive has first provided the Company with written notice
      specifically identifying the acts or omissions constituting the grounds for
      “Good Reason” within thirty (30) days after Executive has or should reasonably
      be expected to have had knowledge of the occurrence thereof, (2) the Company
      has
      not cured such acts or omissions within thirty (30) days of its actual receipt
      of such notice, and (3) the
      effective date of Executive’s termination for Good Reason occurs no later than
      ninety (90) days after the initial existence of the facts or circumstances
      constituting Good Reason.
      

    


    8. Notice.
      Any
      notice or other communication required or permitted under this Agreement shall
      be effective only if it is in writing and delivered personally or sent by fax,
      email or registered or certified mail, postage prepaid, addressed as follows
      (or
      if it is sent through any other method agreed upon by the parties):

    


    If
      to the
      Company:

     

    Chanticleer
      Holdings, Inc.

    4201
      Congress Street, Suite 145 

    Charlotte,
      NC 28209 

    Fax:
      (704) 366-5122 

    Attention:
      Chief Executive Officer and General Counsel

     

    If
      to
      Executive: to Executive’s most current home address on file with the Company’s
      Human Resources Department, or to such other address as any party hereto may
      designate by notice to the other in accordance with this Section 8, and shall
      be
      deemed to have been given upon receipt.

    


    
      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

    

     

    9. Certain
      Additional Payments by the Company.
       

    


    (a) Gross-Up
      Payment.
      Anything in this Agreement to the contrary notwithstanding and except as set
      forth below, in the event it shall be determined that any Payment (as defined
      below) would be subject to the Excise Tax (as defined below), then Executive
      shall be entitled to receive an additional payment (the “Excise
      Tax Gross-Up Payment”)
      in an
      amount such that, after payment by Executive of all taxes (and any interest
      or
      penalties imposed with respect to such taxes), including, without limitation,
      any income taxes (and any interest and penalties imposed with respect thereto)
      and Excise Tax imposed upon the Excise Tax Gross-Up Payment, Executive retains
      an amount of the Excise Tax Gross-Up Payment equal to the Excise Tax imposed
      upon the Payments. Notwithstanding the foregoing provisions of this Section
      9(a), if it shall be determined that Executive is entitled to the Excise Tax
      Gross-Up Payment, but that the Parachute Value (as defined below) of all
      Payments does not exceed 110% of the Safe Harbor Amount (as defined below),
      then
      no Excise Tax Gross-Up Payment shall be made to Executive and the amounts
      payable under this Agreement shall instead be reduced so that the Parachute
      Value of all Payments, in the aggregate, equals the Safe Harbor Amount. The
      reduction of the amounts payable hereunder, if applicable, shall be made by
      first reducing the payments under Section 7(a)(y) hereof, unless an alternative
      method of reduction is elected by Executive, and in any event shall be made
      in
      such a manner as to maximize the Value (as defined below) of all Payments
      actually made to Executive. The Company’s obligation to make Excise Tax Gross-Up
      Payments under this Section 9 shall not be conditioned upon Executive’s
      termination of employment or Executive’s Separation from Service. For purposes
      of determining the amount of any Excise Tax Gross-Up Payment, Executive shall
      be
      considered to pay federal income tax at Executive’s actual marginal rate of
      federal income taxation in the calendar year in which the Excise Tax Gross-Up
      Payment is to be made and state and local income taxes at Executive’s actual
      marginal rate of taxation in the state and locality of Executive’s residence on
      the date on which the Excise Tax Gross-Up Payment is calculated for purposes
      of
      this Section 9, net of Executive’s actual reduction in federal income taxes
      which could be obtained from deduction of such state and local taxes, and taking
      into consideration the phase-out of Executive’s itemized deductions under
      federal income tax law.

    


    (b) Determinations.
      Subject
      to the provisions of Section 9(c) below, all determinations required to be
      made under this Section 9, including whether and when an Excise Tax Gross-Up
      Payment is required, the amount of such Excise Tax Gross-Up Payment and the
      assumptions to be utilized in arriving at such determination, shall be made
      by
      such nationally recognized accounting firm as may be selected by the Company
      (the “Accounting
      Firm”);
      provided,
      that
      the Accounting Firm’s determination shall be made based upon “substantial
      authority” within the meaning of Section 6662 of the Code. The Accounting Firm
      shall provide detailed supporting calculations both to the Company and Executive
      within fifteen business days of the receipt of notice from Executive that there
      has been a Payment or such earlier time as is requested by the Company. All
      fees
      and expenses of the Accounting Firm shall be borne solely by the Company. Any
      Excise Tax Gross-Up Payment, as determined pursuant to this Section 9, shall
      be
      paid by the Company to Executive within five days of the receipt of the
      Accounting Firm’s determination. Any determination by the Accounting Firm shall
      be binding upon the Company and Executive, unless the Company obtains an opinion
      of outside legal counsel, based upon at least “substantial authority” within the
      meaning of Section 6662 of the Code, reaching a different determination, in
      which event such legal opinion shall be binding upon the Company and Executive.
      Notwithstanding anything herein to the contrary, in no event shall any Excise
      Tax Gross-Up Payment or any payment of any income or other taxes to be paid
      by
      the Company under this Section 9 be made later than the end of Executive’s
      taxable year next following Executive’s taxable year in which Executive remits
      the related taxes. Any costs and expenses incurred by the Company on behalf
      of
      Executive under this Section 9 due to any tax contest, audit or litigation
      will
      be paid by the Company promptly upon the date the Excise Tax (or any related
      penalties and interest) is due, and in no event later than by the end of
      Executive’s taxable year following Executive’s taxable year in which the taxes
      that are the subject of the tax contest, audit or litigation are remitted to
      the
      taxing authority, or where as a result of such tax contest, audit or litigation
      no taxes are remitted, the end of Executive’s taxable year following Executive’s
      taxable year in which the audit is completed or there is a final and
      non-appealable settlement or other resolution of the contest or
      litigation.

    


    
      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

    

    


    (c) Notification;
      Contest.
      Executive shall notify the Company in writing of any claim by the Internal
      Revenue Service that, if successful, would require the payment by the Company
      of
      the Excise Tax Gross-Up Payment. Such notification shall be given as soon as
      practicable, but no later than 15 business days after Executive is informed
      in
      writing of such claim. Executive shall apprise the Company of the nature of
      such
      claim and the date on which such claim is requested to be paid. Executive shall
      not pay such claim prior to the expiration of the 30-day period following the
      date on which Executive gives such notice to the Company (or such shorter period
      ending on the date that any payment of taxes with respect to such claim is
      due).
      If the Company notifies Executive in writing prior to the expiration of such
      period that the Company desires to contest such claim, Executive
      shall:

     

    (i)  
      give the Company any information reasonably requested by the Company relating
      to
      such claim,

     

    (ii)  
      take such action in connection with contesting such claim as the Company shall
      reasonably request in writing from time to time, including, without limitation,
      accepting legal representation with respect to such claim by an attorney
      reasonably selected by the Company,

     

    (iii)  
      cooperate with the Company in good faith in order effectively to contest such
      claim, and 

     

    (iv)  
      permit the Company to participate in any proceedings relating to such
      claim;

     

    provided,
      that
      the Company shall bear and pay directly all costs and expenses (including
      additional interest and penalties) incurred in connection with such contest,
      and
      shall indemnify and hold Executive harmless, on an after-tax basis, for any
      Excise Tax or income tax (including interest and penalties) imposed as a result
      of such representation and payment of costs and expenses. Without limitation
      on
      the foregoing provisions of this Section 9(c), the Company shall control all
      proceedings taken in connection with such contest, and, at its sole discretion,
      may pursue or forgo any and all administrative appeals, proceedings, hearings
      and conferences with the applicable taxing authority in respect of such claim
      and may, at its sole discretion, either direct Executive to pay the tax claimed
      and sue for a refund or contest the claim in any permissible manner, and
      Executive agrees to prosecute such contest to a determination before any
      administrative tribunal, in a court of initial jurisdiction and in one or more
      appellate courts, as the Company shall determine; provided,
      that any
      extension of the statute of limitations relating to payment of taxes for the
      taxable year of Executive with respect to which such contested amount is claimed
      to be due is limited solely to such contested amount. Furthermore, the Company’s
      control of the contest shall be limited to issues with respect to which the
      Excise Tax Gross-Up Payment would be payable hereunder, and Executive shall
      be
      entitled to settle or contest, as the case may be, any other issue raised by
      the
      Internal Revenue Service or any other taxing authority.

     

    
      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

    

     

    (d) Refund.
      If,
      after the receipt by Executive of an Excise Tax Gross-Up Payment, Executive
      becomes entitled to receive any refund with respect to the Excise Tax to which
      such Excise Tax Gross-Up Payment relates, Executive shall (subject to the
      Company’s complying with the requirements of Section 9(c) hereof, if
      applicable) promptly pay to the Company the amount of such refund (together
      with
      any interest paid or credited thereon after taxes applicable thereto).


     

    (e) Excise
      Tax Withholding.
      Notwithstanding any other provision of this Section 9, the Company may, in
      its
      sole discretion, withhold and pay over to the Internal Revenue Service or any
      other applicable taxing authority, for the benefit of Executive, all or any
      portion of any Excise Tax Gross-Up Payment, and Executive hereby consents to
      such withholding. Any other liability for unpaid or unwithheld Excise Taxes
      shall be borne exclusively by the Company, in accordance with Section 3403
      of
      the Code. The foregoing sentence shall not in any manner relieve the Company
      of
      any of its obligations under this Employment Agreement.

     

    (f) Definitions.
      The
      following terms shall have the following meanings for purposes of this Section
      9:

     

    (i) “Excise
      Tax”
shall
      mean the excise tax imposed by Section 4999 of the Code, together with any
      interest or penalties imposed with respect to such excise tax.

    


    (ii) “Parachute
      Value”
of
      a
      Payment shall mean the present value as of the date of the change of control
      for
      purposes of Section 280G of the Code of the portion of such Payment that
      constitutes a “parachute payment” under Section 280G(b)(2) of the Code, as
      determined by the Accounting Firm for purposes of determining whether and to
      what extent the Excise Tax will apply to such Payment.

    


    (iii) “Payment”
shall
      mean any payment or distribution in the nature of compensation (within the
      meaning of Section 280G(b)(2) of the Code) to or for the benefit of Executive,
      whether paid or payable pursuant to this Agreement or otherwise.

    


    (iv) “Safe
      Harbor Amount”
shall
      mean 2.99 times Executive’s “base amount,” within the meaning of Section
      280G(b)(3) of the Code.

    


    (v)
       “Value”
of
      a
      Payment shall mean the economic present value of a Payment as of the date of
      the
      change of control for purposes of Section 280G of the Code, as determined by
      the
      Accounting Firm using the discount rate required by Section 280G(d)(4) of the
      Code.

    


    
      
        
          
          

        

        
          11

          
            

          

        

        
          
          

        

      

    

     

    10. Restrictive
      Covenants.

    (a)  Non-Competition.
      During
      the Restricted Period, Executive will not (except as an officer, director,
      stockholder, member, manager, employee, agent or consultant of the Company)
      directly or indirectly, own, manage, operate, join, or have a financial interest
      in, control or participate in the ownership, management, operation or control
      of, or be employed as an employee, agent or consultant, or in any other
      individual or representative capacity whatsoever, or use or permit his name
      to
      be used in connection with, or be otherwise connected in any manner with any
      Competitive Enterprise; provided
      that the
      foregoing restriction shall not be construed to prohibit the ownership by
      Executive together with his affiliates and associates, as the case may be,
      of
      not more than five percent (5%) of any class of securities of any corporation
      which is engaged in any Competitive Business, provided further,
      that
      such ownership represents a passive investment and that Executive together
      with
      his affiliates and associates, either directly or indirectly, do not manage
      or
      exercise control of any such corporation, guarantee any of its financial
      obligations, otherwise take part in its business other than exercising
      Executive’s rights as a shareholder, or seek to do any of the foregoing.


    


    (b)  Non-Solicitation.
      During
      the Restricted Period, Executive shall not, directly or indirectly, solicit
      or
      influence any individual who is an employee or consultant of the Company to
      terminate his or her employment or consulting relationship with the Company
      or
      to apply for or accept employment with a Competitive Enterprise.

    


    (c)  Trade
      Secrets and Confidential Information.
      Executive recognizes that it is in the legitimate business interest of the
      Company to restrict his disclosure or use of Trade Secrets or other Confidential
      Information relating to the Company for any purpose other than in connection
      with Executive’s performance of his duties to the Company, and to limit any
      potential appropriation of such Trade Secrets or other Confidential Information.
      Executive therefore agrees that all Trade Secrets or other Confidential
      Information relating to the Company heretofore or in the future obtained by
      Executive shall be considered confidential and the proprietary information
      of
      the Company. Executive shall not use or disclose, or authorize any other person
      or entity to use or disclose, any Trade Secrets or other Confidential
      Information. 

    


    (d)  Remedies.
      Executive agrees that the Company’s remedies at law for any breach or threat of
      breach by Executive of any of the provisions of this Section 10 will be
      inadequate, and that, in addition to any other remedy to which the Company
      may
      be entitled at law or in equity, the Company shall be entitled to a temporary
      or
      permanent injunction or injunctions or temporary restraining order or orders
      to
      prevent breaches of the provisions of this Section 10 and to enforce
      specifically the terms and provisions hereof, in each case without the need
      to
      post any security or bond and without the requirement to prove that monetary
      damages would be difficult to calculate and that remedies at law would be
      inadequate. Nothing herein contained shall be construed as prohibiting the
      Company from pursuing, in addition, any other remedies available to the Company
      for such breach or threatened breach.

    


    
      
        
          
          

        

        
          12

          
            

          

        

        
          
          

        

      

    

    


    (e)  Enforceability.
      It is
      expressly understood and agreed that although the parties consider the
      restrictions contained in this Section 10 to be reasonable for the purpose
      of
      preserving the goodwill, proprietary rights and going concern value of the
      Company, if a final determination is made by an arbitrator or court, as the
      case
      may be, having jurisdiction that the time or territory or any other restriction
      contained in this Section 10 is an unenforceable restriction on Executive’s
      activities, the provisions of this Section 10 shall not be rendered void but
      shall be deemed amended to apply as to such maximum time and territory and
      to
      such other extent as such arbitrator or court, as the case may be, may determine
      or indicate to be reasonable. Alternatively, if the arbitrator or court, as
      the
      case may be, referred to above finds that any restriction contained in this
      Section 10 or any remedy provided herein is unenforceable, and such restriction
      or remedy cannot be amended so as to make it enforceable, such finding shall
      not
      affect the enforceability of any of the other restrictions contained therein
      or
      the availability of any other remedy. 

    


    (f)  Definitions.
      For
      purposes of this Section 10:

    


    (i) “Competitive
      Enterprise”
means
      any business that owns or operates a restaurant chain with at least 10 stores,
      and either (A) operates under the Hooters brand name, (B) derived more than
      25%
      of total food revenue in the preceding 12 month period from sales of chicken
      wings or related buffalo style chicken items and more than 15% of total food
      and
      beverage revenue in the preceding 12 month period from the sale of alcoholic
      beverages, or (C) features female sex appeal in a casual dining
      setting. 

     

    (ii) “Restricted
      Period”
shall
      mean the period commencing on the Effective Date and ending on the first
      anniversary following the termination of Executive’s employment, provided that
      if such termination occurs by reason of a nonrenewal of the Employment Period,
      Restricted Period shall end nine months following such termination.

     

    (iii) “Trade
      Secrets or other Confidential Information”
by
      way
      of example and without limitation, and in whatever medium, includes the whole
      or
      any portion or phase of any scientific or technical information, design,
      process, procedure, formula, machine, invention, improvement, manufacturing
      or
      sales technique, manufacturing, sales or test data, reimbursement information,
      business or financial information, listing of names, addresses, or telephone
      numbers, or other information relating to any business or profession which
      is of
      value.

     

    
      
        
          
          

        

        
          13

          
            

          

        

        
          
          

        

      

    

     

    11. Indemnification.
      Concurrently
      with the execution of this Agreement, Executive and the Company shall enter
      into
      an Indemnification Agreement substantially in the form attached hereto as
Exhibit
      F.

    


    12. Arbitration.
      Any
      dispute, controversy, or claim arising out of or relating to this Agreement
      or
      the breach of this Agreement shall be resolved by binding arbitration in
      Clearwater, Florida administered by the American Arbitration Association
      (“AAA”)
      or, if
      administration by AAA is unavailable for any reason, then by J.A.M.S. and,
      in
      any case, judgment on the award rendered by the arbitrator may be entered in
      and
      fully enforced by any court having jurisdiction thereof. All
      fees
      and expenses of the arbitrators and all other expenses of the arbitration,
      except for attorneys’ fees and witness expenses, which shall be borne by each
      party as incurred by such party, shall be shared equally by Executive and the
      Company. However, if in any arbitration proceeding or injunctive action,
      Executive is the prevailing party on any material claim, the Company shall
      reimburse Executive for reasonable attorneys’ fees actually incurred by
      Executive in connection with such proceeding or action.

    


    13. Effectiveness.
      This
      Agreement shall become effective at the Effective Time. Notwithstanding anything
      contained herein, in the event that the SPA or APA is terminated in accordance
      with its terms or that either Closing otherwise does not occur for any reason,
      this Agreement shall automatically, and without notice, terminate without any
      obligation due to the other party and the provisions of this Agreement shall
      be
      of no force or effect.

    


    14. Representations.
      Executive hereby represents and warrants to the Company that (a) Executive
      is
      entering into this Agreement voluntarily and that the performance of his
      obligations hereunder will not violate any agreement between Executive and
      any
      other person, firm, organization or other entity, and (b) Executive is not
      bound
      by the terms of any agreement with any previous employer or other party to
      refrain from competing, directly or indirectly, with the business of such
      previous employer or other party that would be violated by his entering into
      this Agreement and/or providing services to the Company pursuant to the terms
      of
      this Agreement.

    


    15. Section
      409A.
      To the
      extent applicable, this Agreement shall be interpreted in accordance with
      Section 409A of the Code and any applicable exemptions therefrom.
      Notwithstanding any provision of this Agreement to the contrary, if at any
      time
      the Company determines that any payments or benefits payable hereunder may
      be
      subject to Section 409A of the Code or may not comply with Section 409A of
      the
      Code, the Company may adopt such amendments to this Agreement or take such
      other
      actions that the Company determines are necessary or appropriate to (i) exempt
      such payments and benefits from Section 409A of the Code and/or preserve the
      intended tax treatment of such payments or benefits, or (ii) comply with the
      requirements of Section 409A of the Code. To the extent that any reimbursable
      expenses are deemed to constitute compensation to Executive, such expenses
      shall
      be reimbursed by December 31 of the year following the year in which the expense
      was incurred, provided that the foregoing shall not be construed so as to extend
      the time by which reimbursements are to be made under Section 6 above. The
      amount of any expense reimbursements that constitute compensation in one year
      shall not affect the amount of expense reimbursements constituting compensation
      that are eligible for reimbursement in any subsequent year, and Executive’s
      right to reimbursement of any such expenses shall not be subject to liquidation
      or exchange for any other benefit.

    


    
      
        
          
          

        

        
          14

          
            

          

        

        
          
          

        

      

    

     

    16. Withholding.
      The
      Company may withhold from any amounts payable under this Agreement such federal,
      state, local or foreign taxes as shall be required to be withheld pursuant
      to
      any applicable law or regulation.

    


    17. Entire
      Agreement.
      As of
      the Effective Date, this Agreement, together with the agreements contained
      in
      the exhibits hereto, constitutes the final, complete and exclusive agreement
      between Executive and the Company with respect to the subject matter hereof
      and
      replaces and supersedes any and all other agreements, offers or promises,
      whether oral or written, made to Executive by the Company or any representative
      thereof. Executive agrees that any such agreement, offer or promise is hereby
      terminated and will be of no further force or effect, and that upon his
      execution of this Agreement, Executive will have no right or interest in or
      with
      respect to any such agreement, offer or promise.

    


    18. Amendment.
      The
      terms of this Agreement may not be amended or modified other than by a written
      instrument executed by the parties hereto or their respective
      successors.

    


    19. Acknowledgement.
      Executive
      hereby acknowledges (a) that Executive has consulted with or has had the
      opportunity to consult with independent counsel of his own choice concerning
      this Agreement, and has been advised to do so by the Company, and (b) that
      Executive has read and understands this Agreement, is fully aware of its legal
      effect, and has entered into it freely based on his own judgment.

    


    20. Governing
      Law.
      This
      Agreement shall be governed by and construed in accordance with the laws of
      the
      State of New York, without regard to conflicts of laws principles
      thereof.

    


    21. No
      Waiver.
      Failure
      by either party hereto to insist upon strict compliance with any provision
      of
      this Agreement or to assert any right such party may have hereunder shall not
      be
      deemed to be a waiver of such provision or right or any other provision or
      right
      of this Agreement.

    


    22. Assignment.
      This
      Agreement is binding on and for the benefit of the parties hereto and their
      respective successors, heirs, executors, administrators and other legal
      representatives. Neither this Agreement nor any right or obligation hereunder
      may be assigned by Executive.

    


    23. Severability.
      The
      invalidity or unenforceability of any provision of this Agreement shall not
      affect the validity or enforceability of any other provision of this
      Agreement.

    


    
      
        
          
          

        

        
          15

          
            

          

        

        
          
          

        

      

    

     

    24. Construction.
      The
      parties hereto acknowledge and agree that each party has reviewed and negotiated
      the terms and provisions of this Agreement and has had the opportunity to
      contribute to its revision. Accordingly, the rule of construction to the effect
      that ambiguities are resolved against the drafting party shall not be employed
      in the interpretation of this Agreement. Rather, the terms of this Agreement
      shall be construed fairly as to all parties hereto and not in favor or against
      any party by the rule of construction abovementioned.

    


    25. Counterparts.
      This
      Agreement may be executed in several counterparts, each of which shall be deemed
      an original, but all of which shall constitute one and the same
      instrument.

    


    26. Captions.
      The
      captions of this Agreement are not part of the provisions hereof, rather they
      are included for convenience only and shall have no force or effect.


    


    


    


    [Signature
      page follows]

    


    
      
        
          
          

        

        
          16

          
            

          

        

        
          
          

        

      

    

    


    IN
      WITNESS WHEREOF, the parties have executed this Agreement as of the date and
      year first above written.

     

    
      
        
          	 	CHANTICLEER
                  HOLDINGS, INC.
	 	 	 
	 	 	 
	 	
                  By:

                	
                  /s/ Brian
                    Corbman 

                
	 	
                  Name:

                	
                  Brian
                    Corbman

                
	 	
                  Title:

                	
                  Director

                


        

         

        
          	 	 	 
	 	 	 
	 	EXECUTIVE
	 	 	 
	 	 	 
	 	
                  /s/
                    Michael Pruitt 

                


        

      

    

     

    
      
        
          
          

        

        
          17