Exhibit 10.13

 

[LETTERHEAD OF ZOE’S KITCHEN]

 

July 19, 2011

 

Mr. Allyn F. Taylor
 2434 Hearth Drive
 Evergreen, CO 80439

 

Dear Allyn:

 

We would like to outline the terms under which Zoe’s Kitchen USA, LLC (“Zoes” or the “Company”) proposes to employ you as its Vice President of Development.  We are very excited about working with you at Zoes.  Contingent upon approval by the Board of Directors of Zoes (the “Board”), the terms of your arrangement with the Company will be as follows.

 

Summary of Employment Terms

 

	
Position
    	
 
    	
Vice President of Development
    
	
 
    	
 
    	
 
    
	
Base Salary
    	
 
    	
Annual base salary of $145,000. Annual   salary reviews will be conducted by the Board.
    
	
 
    	
 
    	
 
    
	
Performance Bonus
    	
 
    	
You will be eligible to receive an annual   performance bonus is an amount up to percent (20%) of your then-annual base   salary (the “Maximum Bonus Amount”), based on the Company meeting certain   growth and/or operating performance objectives (the “Performance Objectives”)   for such annual period determined by the Board or Compensation Committee,   each in its sole and absolute discretion after consultation with the   President. Achievement above the Performance Objectives may result in a   greater bonus, as determined by the Board in its sole and absolute   discretion. Any and all bonuses are payable only if you are actively employed   by the Company at such time as bonuses to senior executives of the Company   are to be paid. In addition, any and all bonuses shall be payable upon the   completion of (i) the Company’s fiscal year and (ii) the audit for   Soho Franchising LLC, which is to be completed by the following March 31st at the latest. For fiscal   2011, you shall have the potential to earn a bonus prorated based on   percentage of time with company.
    
	
 
    	
 
    	
 
    
	
Equity Capital Stricture
    	
 
    	
The equity capital structure of Zoe’s   Investors, LLC (the “LLC”), the parent company of Zoe’s Kitchen, Inc.   which is the sole member of the Company, consists of Class A Units at   $10.00 per share with a yield accruing on such units on a quarterly basis at   the rate of eight percent (8%) per annum, Class B Units, Class C   Units at $8.2484 per share with a yield accruing on such units on a quarterly   basis at a rate of ten percent (10%) per annum, and Class C-1 Units at   $8.2484 per share with a yield accruing on such units on a quarterly basis at   a rate often percent (10%) per annum.
    


 











 

	
Management Equity
    	
 
    	
Within ninety (90) days of signing this   letter, the Board shall grant you 25,000 shares of Class B Unit (the   “Granted Units”) of the LLC, the terms and conditions of which shall be set   forth in a separate agreement (the “Grant Letter”). The Class B Units   shall have a Threshold Amount of $2.00 per Class B Unit.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You hereby agree and acknowledge that the   Granted Units shall have the rights and obligations set forth in the Limited   Liability Company Agreement of the LLC (the “LLC Agreement”); provided,   however, that the ownership percentage of the LLC that the Granted Units   represent on a fully diluted basis, shall in no event exceed a to be   determined percent (the “Maximum Permitted Ownership Percentage”). In   furtherance of the foregoing, you agree and acknowledge that in the event   that the Granted Units are at any time equal to an ownership percentage of   the LLC, on a fully diluted basis, in excess of the Maximum Permitted   Ownership Percentage, then the number of the Granted Units shall be reduced   by an amount necessary to cause the Granted Units to be equal to the Maximum   Permitted Ownership Percentage.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You hereby agree and acknowledge that the   Granted Units are subject to the terms of the Grant Letter, the LLC   Agreement, the documents referred to therein and the Registration Rights   Agreement (the “Registration Rights Agreement”) of the LLC. By executing and   delivering the Grant Letter, you hereby agree to become a party to, to be bound   by, and to comply with the provisions of the Registration Rights Agreement as   a Member and as a holder of Registrable Securities in the same manner as if   you were an original signatory to the Registration Rights Agreement, and your   Granted Units shall be included as Registrable Securities under the   Registration Rights Agreement.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
You shall make a timely and effective   election under Section 83(b) of the US Internal Revenue Code with   respect to the Granted Units.
    
	
 
    	
 
    	
 
    
	
Management Vesting
    	
 
    	
The Granted Units shall be subject to   vesting in accordance with the table below and shall vest only so long as you   remain employed by the LLC or any of its direct or indirect Subsidiaries. No   Granted Unit issued to you shall vest after the date you are no longer employed   by the LLC or any of its direct or indirect Subsidiaries (such date, the   “Termination Date”), and in no event shall the aggregate number of Granted   Units held by you which are deemed to be vested at any time after the   Termination Date exceed the aggregate number of Granted Units held by you   which are vested on such Termination Date.
    


 

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The Granted Units shall as of any date be   deemed vested in accordance with the following schedule, if (but only if) as   of such date you have been continuously employed and remain so employed by   the LLC or any of its direct or indirect Subsidiaries from the issue date   (the “Issue Date”) through such date:
    


 

	
Anniversary Date
    	
 
    	
Cumulative % of
   Class B Units Vested
    	
 
    
	
18 Month Anniversary of the Issue Date
    	
 
    	
30
    	
%
    
	
Second Anniversary of the Issue Date
    	
 
    	
40
    	
%
    
	
Third Anniversary of the Issue Date
    	
 
    	
60
    	
%
    
	
Fourth Anniversary of the Issue Date
    	
 
    	
80
    	
%
    
	
Fifth Anniversary of the Issue Date
    	
 
    	
100
    	
%
    


 

	
 
    	
 
    	
If, prior to the eighteen month anniversary   of the Issue Date, you cease to he employed by the LLC or any of its direct   or indirect Subsidiaries, none of your Granted Units shall become vested.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
Upon termination of your employment for any   reason whatsoever (whether by registration, retirement, for Cause, without   Cause, or otherwise), your Granted Units (whether vested or not) shall be   automatically forfeited to the LLC for no consideration and cancelled.
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
“Cause” means one or more of the following:   (i) substantial or repeated failure to perform the duties as reasonably   directed by the Company, (ii) substantial or repeated failure to follow   reasonable and lawful directives of the Company, after reasonable notice of   such failure, (iii) conduct which the Company, in its good faith discretion   determines would cause the LLC or any of its direct or indirect Subsidiaries   substantial public disgrace or disrepute or substantial economic harm,   (iv) commission of an offense involving moral turpitude or a felony,   (v) breach of any fiduciary duty, gross negligence or willful misconduct   with respect to the LLC or any of its direct or indirect Subsidiaries, or   (vi) material breach of any agreement with the LLC or any of its direct   or indirect Subsidiaries.
    


 

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Change of Control Acceleration
    	
 
    	
Upon the occurrence of a sale of the LLC,   all Grunted Units which have not yet become vested shall no longer be subject   to the vesting provisions and shall thereafter instead be subject to the   following vesting provisions if (but only if) as of immediately prior to such   Sale of the LLC, you have been continuously employed since receipt thereof   and are then still employed by the LLC or any of its direct or Indirect   Subsidiaries: (x) if your employment is terminated by the LLC or any of   its direct or indirect Subsidiaries or the successor employer following the   Sale of the LLC, without Cause, prior to the one-year anniversary of such   Sale of the LLC, then such Granted Units shall become vested immediately as   of such termination, (y) if your employment is terminated for Cause by   the LLC or any of its direct or indirect Subsidiaries or the successor   employer following the Sale of the LLC, prior so such one-year anniversary,   then such Granted Units shall be automatically forfeited for no consideration   and cancelled, and (z) if neither of the circumstances set forth in   clauses (x) and (y) preceding shall have occurred, then such   Granted Units shall become voted immediately as of such one-year anniversary.
    
	
 
    	
 
    	
 
    
	
Benefit Plan
    	
 
    	
During your employment period, you shall be   entitled to participate in all of the Company’s employee benefit programs for   which senior employee of the Company and its Subsidiaries are generally   eligible.
    
	
 
    	
 
    	
 
    
	
Moving Expense Reimbursement
    	
 
    	
Upon the selection of a third party moving   company, which the Company shall have the right to approve, the Company   agrees to pay the moving company an amount not to exceed $12,000.
    


 

We are extremely excited about the prospect of working with you, and are confident that your contributions will lead to a successful outcome for you and Zoes.  We look forward to commencing an enjoyable and rewarding relationship.

 

	
 
    	
Sincerely,
    
	
 
    	
 
    
	
 
    	
 
    
	
 
    	
/s/ Kevin Miles
    
	
 
    	
Kevin Miles
    	
Date                  
    
	
 
    	
President & Chief Operating Officer
    
	
 
    	
 
    
	
AGREED TO AND ACCEPTED BY:
    	
 
    
	
 
    	
 
    
	
 
    	
 
    
	
/s/ Allyn Taylor
    	
 
    
	
Allyn Taylor
    	
Date 10/3/2011
    	
 
    
				


 

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