Exhibit 10.9


 


Summary of Compensatory
Arrangements with Directors and Named Executive Officers


 


Director Compensation. Each director who is not an officer of the
Company or is not an affiliate of a shareholder owning five percent or more of
the common stock of the Company will receive the following compensation for his
service as director or committee member in 2005:


 


•                  annual compensation of $10,000;


•                  $1,250 per Board meeting attended;


•                  annual compensation of $5,000 for service as a
member of the Audit Committee;


•                  annual compensation of $5,000 for service as a
member of the Compensation Committee;


•                  annual compensation of $5,000 for service as a
member of the Nominating and Governance Committee;


•                  annual compensation of $30,000 for service as
chairman of the Audit Committee;


•                  a reasonable dining allowance at the
restaurants; and


•                  reasonable out-of-pocket expenses incurred in attending
meetings.


 


Each
director who is an employee of the Company or an affiliate of a shareholder
owning five percent or more of the common stock of the Company will receive the
following compensation for his service as director committee member in 2005:


 


•                  a reasonable dining allowance at the
restaurants; and


•                  reasonable out-of-pocket expenses incurred in attending
meetings.


 


Named Executive Officer Compensation.  The Company’s executive
compensation program has several elements, all determined by individual
performance and Company profitability, except for stock option grants that are
intended to correlate compensation to stock price performance.


 


Base Salary Compensation


 


Base
salaries for the Chief Executive Officer and the other named executive officers
in 2005 have been established by reviewing a number of factors, including
responsibilities, experience, demonstrated performance, potential for future
contributions and the level of salaries associated with similar positions at
businesses that compete with the Company and other competitive factors.  Base salary levels for named executive officers
in 2005 have been determined as follows:


 


	
  Saed Mohseni

  	
   

  	
  $

  	
  300,000

  	
   

  
	
  Emanuel “Manny” N. Hilario

  	
   

  	
  $

  	
  225,000

  	
   

  
	
  Douglas L. Schmick

  	
   

  	
  $

  	
  200,000

  	
   

  
	
  William P. McCormick

  	
   

  	
  $

  	
  200,000

  	
   

  



 


Other Compensation


 


In
addition to his or her base salary, each of the named executive officers is
eligible to participate in the following:


 


•                  The Executive Incentive Compensation Plan, under
which executive officers may earn cash bonuses based on the Company achieving
pre-determined financial goals (80%  of
bonus), with a focus on earnings per share targets and revenues targets, and
non-financial goals (20% of bonus), including customer service and retention
goals.  The board of directors has fixed
the maximum bonus amounts for the named executive officers for 2005 as follows:


 


	
  Saed Mohseni

  	
   

  	
  $

  	
  225,000

  	
   

  
	
  Emanuel “Manny” N. Hilario

  	
   

  	
  $

  	
  56,250

  	
   

  
	
  Douglas L. Schmick

  	
   

  	
  $

  	
  75,000

  	
   

  
	
  William P. McCormick

  	
   

  	
  $

  	
  75,000

  	
   

  



 


•                  The 2004 Stock Incentive Plan, under which
stock options or other equity compensation may be granted based on factors such
as the level of base pay and individual performance.


•                  The Company’s health and benefit plans
generally available to Company employees.