Retention Agreement



 






EXHIBIT 10.1




RETENTION AGREEMENT




     This RETENTION AGREEMENT (“Agreement”) is entered into by and between Roadhouse Grill, Inc., a
Florida corporation (“RGI”) and Michael C. Brant (“Employee”) as of the 29th day of
March, 2005 (“Effective Date”).



     WHEREAS, Employee is currently employed in Pompano Beach, Florida as the Executive Vice
President and Chief Financial Officer of RGI; and



     WHEREAS, RGI’s Board of Directors wants to insure that Employee continues to be available to
RGI in the future.



     NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the
parties hereto agree as follows:



     1. Retention Period. Employee agrees that he will continue in the employ of RGI until
at least September 30, 2005, or such earlier date as is mutually agreed to between Employee and RGI
(“Target Separation Date”). During such time, Employee will continue to perform the duties of his
current position, in the same location that he currently provides such services. Employee will, if
requested, also assist in the training of such person as may be identified as his successor.



     2. Retention Bonus. For entering into this Agreement, and for agreeing to continue as
an employee of RGI, Employee shall be paid a retention bonus in the amount of $218,158 (the
“Retention Bonus”), which is equal to one year of Employee’s current base compensation. The
Retention Bonus shall be paid as follows:




	 	a.  	$18,179.83 shall be paid to Employee on the Effective Date of
this Agreement; plus
	 
	 	b.  	Commencing on April 30, 2005, and each month thereafter on the
last day of each month, RGI shall make a monthly payment to Employee in the
amount of $18,179.83; plus
	 
	 	c.  	any remaining amount of the Retention Bonus still due on the
Target Separation Date (or on such earlier date if Employee is terminated prior
to the Target Separation Date) shall be paid to Employee on the Target
Separation Date (or on the termination date if Employee is terminated prior to
the Target Separation Date), whether or not Employee agrees to continue as an
employee of RGI after that date. If Employee voluntarily terminates his
employment with RGI before the Target Separation Date, no further payments
shall be due hereunder (but no payments previously made need be returned to
RGI); provided, however, that if Employee voluntarily terminates his employment
with RGI for “good reason,” then the remaining amount of the Retention Bonus
still due on the date that Employee terminates his employment with





A-1









 











	 	   	RGI for “good reason” shall be paid to Employee on the date which is three
business days after the date that Employee notifies RGI of his intent to
terminate his employment with RGI for “good reason.” For purposes of this
Agreement, “good reason” shall mean a significant demotion or material change in
Employee’s duties and responsibilities, including the place of business at which
such duties and responsibilities are currently performed, from Employee’s
current duties and responsibilities; or (ii) a reduction in Employee’s base
salary or total compensation, or (iii) a requirement that changes the principal
place where Employee is obligated to provide employment services to a place of
business that is more than 10 miles from the RGI’s current principal place of
business.
	 
	 	d.  	Amounts payable hereunder shall be in addition to Employee’s
normal compensation for continuing to serve as an Employee of RGI between the
Effective Date and the Target Separation Date.





     3. Employee Benefits. Until September 30, 2006, Employee shall continue to participate
in RGI’s employee benefits plans, including, but not limited to RGI’s health insurance plans, in
the same manner as the Employee (including all employer contributions) is currently participating
in such plans, provided that Employee satisfies any eligibility requirements for such plans.
Notwithstanding, this provision shall terminate at such time as Employee becomes covered by a
comparable health benefit plan by a subsequent employer and provided further that if Employee’s
continued participation in any health benefit plan of RGI is prohibited, RGI will arrange to
provide Employee with benefits substantially similar to those which Employee would have been
entitled to receive under such plan for such period on a basis which provides Employee with no
additional after tax cost.



     4. Stock Options. All RGI stock option grants, restricted stock grants or other equity
grants held by Employee at the date of termination will immediately vest and such securities, to
the extent they are options to purchase equity of RGI, will remain exercisable for the lesser of
the unexpired term of the option without regard to the termination of Employee’s employment or two
(2) years from the date of termination of employment.



     5. Unused vacation. Employee shall be entitled to payment for all unused vacation time
upon the termination of Employee’s employment with RGI earned through the date of termination. The
amount of the payment shall be based on Employee’s then-current salary and shall be included in
Employee’s final payroll payment.



     6. Notices. Notices and all other communications contemplated by this Agreement shall
be in writing and shall be deemed to have been duly given when received at the address specified
herein. In the case of Employee, notices shall be delivered to him at the home address which he
has most recently communicated to RGI in writing. In the case of RGI, notices shall be delivered
to RGI’s corporate headquarters, and all notices shall be directed to the attention of RGI’s Chief
Executive Officer.



A-2









 





     7. No Mitigation. Employee shall not be required to mitigate the amount of any payment
or benefit contemplated by this Agreement upon his termination of employment (whether by seeking
new employment or in any other manner), nor shall any such payment or benefit be reduced by any
earnings or benefits that Employee may receive from any other source.



     8. Modification and Waiver. This Agreement shall not be canceled, rescinded or
revoked, nor may any provision of this Agreement be modified, waived or discharged unless the
cancellation, rescission, revocation, modification, waiver or discharge is agreed to in writing
and signed by Employee and by the President or Chairman of the Board of RGI. No waiver by either
party of any breach of, or of compliance with, any condition or provision of this Agreement by the
other party shall be considered a waiver of any other condition or provision or of the same
condition or provision at another time.



     9. Entire Agreement. This Agreement contains the entire understanding of the parties
in respect of its subject matter and supersedes all prior agreements and understandings (oral or
written) between or among the parties with respect to such subject matter.



     10. Headings. The headings of paragraphs and sections are for convenience of
reference and are not part of this Agreement and shall not affect the interpretation of any of its
terms.



     11. Construction. This Agreement shall be construed as a whole according to its fair
meaning and not strictly for or against any party. The parties acknowledge that each of them has
reviewed this Agreement and has had the opportunity to have it reviewed by their respective
attorneys and that any rule of construction to the effect that ambiguities are to be resolved
against the drafting party shall not apply in the interpretation of this Agreement.



     12. Withholding. All payments made to the Employee shall be made net of any applicable
withholding for income taxes and the Employee’s share of FICA, FUTA or other taxes. RGI shall
withhold such amounts from such payments to the extent required by applicable law and remit such
amounts to the applicable governmental authorities in accordance with applicable law.



     13. Litigation; Venue. Any action at law or in equity under this Agreement shall be
brought in the courts of Broward County, Florida, and in no other court (whether or not
jurisdiction can be established in another court). Each party hereto waives the right to argue that
venue is not appropriate in the courts of Broward County, Florida.



     14. Expenses. RGI shall reimburse the Employee for all costs and expenses, including
legal fees, that Employee incurs in connection with the enforcement of his rights under this
Agreement.



     15. 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 will constitute one and the same
instrument.



A-3









 





     IN WITNESS WHEREOF, this Agreement is executed as of the date first written above.


	 	 	 	 	 
	 	ROADHOUSE GRILL, INC. a Florida corporation

 	 
	 	By:  	/s/ Ayman Sabi
 	 
	 	 	Ayman Sabi, President and CEO 	 
	 	 	 	 
	 





	 	 	 	 	 
	 	EMPLOYEE

 	 
	 	/s/
Michael C. Brant
 	 
	 	Michael C. Brant
 	 
	 	 	 	 
	 





A-4