**Exhibit 10.30**

 

 

November 19, 2004

 

Mr.Michael Garnreiter

8600N. Caballo Circle

ParadiseValley, Arizona  85253

 

DearMike,

 

Onbehalf of MAIN STREET RESTAURANT GROUP, INC (MSRG). I am pleased to summarizeyour compensation agreement as Executive Vice President, Treasurer and ChiefFinancial Officer.

 

The term of this agreement is two (2) yearscommencing on January 1, 2005 and ending on April 1, 2007. Your annual salary in2005 will be at an annual rate of $293,550 (payable bi-weekly in the normalpayroll practices of MSRG).  Compensationfor the year 2006 is to be increased by at least $10,000 or such higher amountdetermined and agreed to by the Compensation Committee of the Board ofDirectors.

 

Additionally, this agreement provides for you tocontinue your participation in the Company’s performance bonus, stock option andrestricted stock grant programs.

 

**BONUS**

 

Earned Bonus compensation is determined as apercentage of base compensation, measured by meeting EBITDA (Cash flow) Targetsas follows:

 

•      30% bonus if Main Street meets last year’sEBITDA target

•      45% bonus if Main Street meets BudgetedEBITDA target

**•**      60% bonus maximum if MainStreet exceeds budgeted EBITDA by the difference of budgeted EBITDA and lastyear’s actual EBITDA

 

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By way of example only for the bonus computation, iflast year’s EBITDA is $10.0 million and the current year Budgeted EBITDA targetis $12.5 million, then the following bonus percentage would apply to the basecompensation if the actual EBITDA is as follows:

 
| $10.0 million |   | 30% |   | Achieving last year’s EBITDA |
|---------------|--------|-----|--------|-----------------------------------|
| $11.0 million |   | 36% |   | 1.0 m / 2.5 m times 15%           |
| $12.5 million |   | 45% |   | Achieving target EBITDA           |
| $13.0 million |   | 48% |   | .5 m / 2.5 m times 15%            |
| $15.5 million |   | 60% |   | Maximum % that can be earned      |

 

**STOCK OPTIONS OR RESTRICTED STOCK**

 

**Stock Options**

 

If MSRG continues with its current stock optionprogram, Mr. Garnreiter will be awarded 75,000 ten year options, vesting 1/3 atthe time of issuance, 1/3 after one year and the final 1/3 two years later. Theoption price for all options will be the market price on the date of approvaland grant by the compensation committee of the board of directors.

 

**RestrictedStock Grants**

 

If MSRG discontinues its stock option grant programand replaces it with a Restricted Stock Grant program, then Mr. Garnreiter willbe entitled to receive approximately 20,000 restricted shares each year at thesame terms and conditions as set forth by the Compensation committee of theboard.

 

**BENEFITS**

 

You will be eligible for the standard employeehealth and welfare package in addition to an annual, company-paid executivephysical, and participation in the company’s 401(K) program.

 

**DEATH OR DISABILITY**

 

In the event of your death or permanent disability(as reasonably determined by Main Street) during the term of this agreement,Mr. Garnreiter will receive a continuation of his salary for (12) twelvemonths, payable monthly to his estate or designee. In addition he will beentitled to the prorated bonus which would have accrued under this agreement.

 

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**SEVERANCE UPON TERMINATIONWITHOUT CAUSE**

 

If you are terminated without cause you will beeligible to receive (12) months of your base pay plus a prorated amount of yourannual bonus (if applicable) earned during your last year of active employment.

 

**CHANGE IN CONTROL**

 

In the event of a Change of Control (an event wherethe control of MSRG becomes vested in stockholders different than those whocontrol today), all non-vested stock options and/or restricted stock grants willbecome immediately vested. In addition, at your option you will receive 24months of your base salary, plus a prorated amount of your annual bonus earned forthe portion of the year actually worked, as severance, or the opportunity toaccept, if offered, an equivalent position and salary with the then neworganization.

 

Thiscontract supersedes any other promises, offers or previous contracts oragreements.

 

Mike,on behalf of the Company and Board of Directors I would like to congratulateyou on the progress you have made with the company in the short time you havebeen its CFO and wish you the best of luck in continuing this adventure withMain Street. We believe that you have made a substantial contribution to theorganization.

 
| Sincerely,                         |   |
|------------------------------------|--------|
|                               |   |
|                               |   |
| /s/ John F. Antioco                |   |   |
| John F. Antioco                    |   |
|                               |   |
| Chairman of Compensation Committee |   |
| Main Street Restaurant Group, Inc. |   |
| Board of Directors                 |   |
|                               |   |
| **AGREED TO AND ACKNOWLEDGED BY:** |   |
|                               |   |
|                               |   |
| /s/ Michael Garnreiter             |   | 1/25/05 |   |
|                               | Date   |

 

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