Exhibit 10.1









Exhibit 10.1



EMPLOYMENT
AGREEMENT







This is
an Employment Agreement entered into between TurboChef Technologies, Inc., a
Delaware corporation, or “TurboChef”, and Joe McGrain, or “Executive”, the terms
and conditions of which are as follows:




§ 1.   TERM
OF EMPLOYMENT




Subject
to the terms and conditions set forth in this Employment Agreement, TurboChef
agrees to employ Executive and Executive agrees to be employed by TurboChef for
an initial term of two years, starting on April 25, 2005 and ending on the
second anniversary of such date; provided, however, this initial two-year term
automatically shall extend for one additional year on such second anniversary
date and on each subsequent anniversary of such date unless TurboChef or
Executive notifies the other pursuant to § 6(a) that no such extension will
be effected at least six months before such anniversary date. The date described
in this § 1 on which Executive starts his employment with TurboChef shall
be referred to in this Employment Agreement as the “Starting Date”. The
employment term described in this § 1 shall be referred to in this
Employment Agreement as the “Term”. Executive’s primary location of employment
shall be at Newport Beach, California.




§
2.          POSITION
AND DUTIES AND RESPONSIBILITIES




(a)    Position.
Executive shall be Vice President of TurboChef and President, Residential
Division, of TurboChef.




(b)    Duties
and Responsibilities.
Executive’s duties and responsibilities shall be those normally associated with
Executive’s position as a vice president of a corporation responsible for a
product line division plus any additional duties and responsibilities that
TurboChef’s Board of Directors, Chairman or Chief Executive Officer from time to
time may assign orally or in writing to Executive. Executive shall report to
TurboChef’s Chief Executive Officer and shall have such powers as may be
delegated to him by such board or officer. Executive shall undertake to perform
all Executive’s duties and responsibilities for TurboChef in good faith and on a
full-time basis and shall at all times act in the course of Executive’s
employment under this Employment Agreement in the best interest of
TurboChef.




§
3.         
COMPENSATION
AND BENEFITS




(a)    Base
Salary.
Executive’s initial base salary shall be $200,000.00 per year, which base salary
shall be payable in accordance with TurboChef’s standard payroll practices and
policies for executives (but not less frequently than monthly) and shall be
subject to such withholdings as required by law or as otherwise permissible
under such practices or policies. Executive’s base salary shall be subject to
periodic adjustments as determined by the Compensation Committee of TurboChef’s
Board of Directors.











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(b)    Bonus.
Executive during the Term shall be eligible to receive an annual bonus at the
discretion of the Chairman and Chief Executive Officer based upon performance
and achievement of key Company objectives in an amount of up to forty percent
(40%) of Executive’s base salary.




(c)    Employee
Benefit Plans.
Executive shall be eligible to participate in the employee benefit plans,
programs and policies maintained by TurboChef for similarly situated executives
in accordance with the terms and conditions to participate in such plans,
programs and policies as in effect from time to time.




(d)    Option
Grants. All
options to purchase shares of the common stock of TurboChef (“TurboChef Stock”)
that TurboChef grants to Executive shall vest over thirty six months in twelve
equal quarterly installments of 8-1/3% on the calendar date of the grant in the
third, sixth, ninth and twelfth months following the grant date and following
each of the next two anniversaries of the grant date.




(e)    Vacation.
Executive shall accrue four weeks of vacation during each successive one year
period in the Term, which vacation time shall be taken at such time or times in
each such one year period so as not to materially and adversely interfere with
the business of TurboChef. Executive shall not have the right to carry over
unused vacation from any such one year period to any other such one year period
nor to receive additional compensation in lieu of taking Executive’s vacation
time.




(f)    Expenses.
TurboChef shall reimburse Executive for, or pay directly, all reasonable
business expenses incurred by Executive at the request of, or on behalf of,
TurboChef in the performance of Executive’s duties under this Employment
Agreement, provided that Executive incurs and accounts for such expenses in
accordance with all of the policies and directives of TurboChef as in effect
from time to time. Business expenses reimbursable hereunder shall be referred to
in this Employment Agreement as “Business Expenses.”




§
4.         
TERMINATION
OF EMPLOYMENT




(a)    Termination
By TurboChef Other Than For Cause Or Disability Or By Executive For Good
Reason.





	 	
      (1)
	
      TurboChef
      shall have the right to terminate Executive’s employment at any time, and
      Executive shall have the right to resign at any time. However, a notice
      under § 1 that no extension of Executive’s Term will be effected
      shall not constitute a termination of Executive’s employment by TurboChef
      or a resignation by Executive. If either TurboChef or Executive elects to
      give such notice, TurboChef’s only obligation to Executive under this
      Employment Agreement after the expiration of the Term shall be to pay
      Executive’s earned but unpaid salary and benefits then in effect under
      § 3(a), if any, until the date the Term
expired.











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      (2)
	
      If
      TurboChef terminates Executive’s employment other than for Cause or
      Disability or Executive resigns for Good Reason, TurboChef shall (in lieu
      of any other severance benefits under any of TurboChef’s employee benefit
      plans, programs or policies) pay Executive within five days (or at
      TurboChef’s discretion over a number of pay periods as if salary
      continues) an amount equal to one half times Executive's base annual
      salary in effect either immediately before Executive’s termination of
      employment or on the first day of the Term, whichever is greater, and
      TurboChef thereafter shall make any “Gross-Up Payment” called for under
      § 4(f) to Executive. Such payment shall be made when such excise tax
      is determined to be payable. Executive waives Executive’s rights, if any,
      to have such payment taken into account in computing any other benefits
      payable to, or on behalf of, Executive by TurboChef. In addition, all
      outstanding stock options shall immediately vest and become exercisable,
      and the agreements or certificates representing such options shall be
      deemed amended as necessary to permit such accelerated
      vesting.







(b)    Termination
By TurboChef For Cause or By Executive Other Than For Good
Reason.





	 	
      (1)
	
      TurboChef
      shall have the right to terminate Executive’s employment at any time for
      Cause, and Executive shall have the right to resign at any time other than
      for Good Reason.








	 	
      (2)
	
      If
      TurboChef terminates Executive’s employment for Cause or Executive resigns
      other than for Good Reason, TurboChef’s only obligation to Executive under
      this Employment Agreement shall be to pay Executive’s earned but unpaid
      base salary and benefits up to the date Executive’s employment terminates.
      Furthermore, if terminated for Cause, Executive shall forfeit any amount
      of a bonus that may have been earned in the year of termination and
      Executive’s right to exercise any outstanding options to purchase common
      stock of TurboChef.







(c)    Cause. The
term “Cause” as used in this Employment Agreement means





	 	
      (1)
	
      Executive
      has engaged in conduct which in the judgment of TurboChef’s Board of
      Directors constitutes gross negligence, gross misconduct or gross neglect
      in the performance of Executive’s duties and responsibilities under this
      Employment Agreement, including conduct resulting or intending to result
      directly or indirectly in gain or personal enrichment for Executive at
      TurboChef’s expense;











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      (2)
	
      Executive
      has been convicted of a felony for fraud, embezzlement or theft;
      or








	 	
      (3)
	
      Executive
      has engaged in a breach of any provision of this Employment Agreement
      which Executive has failed to cure within thirty days after Executive has
      notice of such breach from TurboChef’s Board of Directors; provided,
      however,








	 	
      (4)
	
      No
      “Cause” shall exist under this Employment Agreement unless
      (i) Executive has been provided a detailed, written statement of the
      basis for TurboChef’s belief that “Cause” exists and an opportunity to
      meet with TurboChef’s Board of Directors (together with Executive’s
      counsel (if Executive chooses to have Executive’s counsel present at such
      meeting)) after Executive has had a reasonable period in which to review
      such statement and (ii) TurboChef’s Board of Directors determines
      (after such meeting, if Executive meets with TurboChef’s Board of
      Directors) reasonably and in good faith and by the affirmative vote of not
      less than a majority of the members of TurboChef’s Board of Directors then
      in office at a meeting called and held for such purpose that “Cause” does
      exist under this Employment Agreement.







(d)    Good
Reason. The
term “Good Reason” means, in the absence of Executive’s specific agreement
thereto, 





	 	
      (1)
	
      Any
      material reduction in Executive’s base
salary;








	 	
      (2)
	
      A
      material reduction in Executive's job functions, duties or
      responsibilities;








	 	
      (3)
	
      Any
      material breach of any of the terms of this Employment Agreement by
      TurboChef;







provided,
however, no Good Reason shall exist unless (i) Executive gives TurboChef a
detailed, written statement of the basis for Executive’s belief that Good Reason
exists and gives TurboChef a fifteen day period after the delivery of such
statement to cure the basis for such belief and (ii) Executive actually submits
Executive’s resignation to TurboChef’s Board of Directors during the sixty day
period which begins immediately after the end of such fifteen day period if
Executive reasonably and in good faith determines that Good Reason continues to
exist after the end of such fifteen day period.








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(e)    Termination
for Disability or Death.





	 	
      (1)
	
      TurboChef
      shall have the right to terminate Executive’s employment on or after the
      date Executive has a Disability, and Executive’s employment shall
      terminate at Executive’s death.








	 	
      (2)
	
      If
      Executive’s employment terminates under this § 4(e), TurboChef’s only
      obligation under this Employment Agreement shall be to pay Executive or,
      if Executive dies, Executive’s estate any earned but unpaid base salary,
      benefits and bonus then in effect under § 3(a) and non-reimbursed
      Business Expenses through the date Executive’s employment
      terminates.







The term
“Disability” as used in this Employment Agreement means the suffering by
Executive for at least a 180 consecutive day period of a physical or mental
condition resulting from bodily injury, disease, or mental disorder which
renders Executive incapable of continuing even with reasonable accommodation to
perform the essential functions of Executive’s job. TurboChef’s Board of
Directors shall determine whether Executive has a Disability. If Executive
disputes such determination, the issue shall be submitted to a panel consisting
of three physicians who specialize in the physical or mental condition from
which Executive suffers, one appointed and paid by TurboChef, one appointed and
paid by Executive and the third appointed by these two physicians and paid
one-half by TurboChef and one-half by Executive. The determination as to whether
Executive has a Disability shall be made by such panel and shall be binding on
TurboChef and on Executive.




(f)    Change
in Control. If
there is a “Change in Control”, Executive’s right to exercise all outstanding
stock options which have been granted to Executive by TurboChef shall
immediately become 100% vested and, further, Executive shall have the right in
Executive’s sole discretion upon two weeks advance written notice to resign
Executive’s employment as of any date within the six month period immediately
following the date of such Change in Control, in which event TurboChef shall pay
to Executive within five days after the date of the termination of Executive’s
employment (or at TurboChef’s discretion over a number of pay periods as if
salary continues) an amount equal to one-half times Executive's base annual
salary in effect either immediately before Executive’s termination of employment
or on the first day of the Term, whichever is greater. TurboChef thereafter
shall make any “Gross-Up Payment” called for under this § 4(f) to Executive
when such excise tax is determined to be payable. Executive waives Executive’s
right, if any, to have any and all such options (to the extent an exercise right
is accelerated under this § 4(f)) and payments taken into account in
computing any other benefits payable to, or on behalf of, Executive by
TurboChef. Notwithstanding anything to the contrary in the foregoing, if in
connection with a Change of Control, holders of Common Stock of TurboChef
receive in exchange for their shares cash, other securities or a combination
thereof, then TurboChef may require that Executive accept in exchange for
Executive’s stock options comparable consideration for the net value of
Executive’s stock options as if they had been immediately
exercised.








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The term
“Change in Control” as used in this Employment Agreement means:





	 	
      (1)
	
      The
      acquisition at any time by any person, entity or “group” within the
      meaning of Sections 13(d)(3) or 14(d)(2) of the Securities Exchange Act of
      1934 (excluding, for this purpose, TurboChef, its affiliates, or any
      employee benefit plan of TurboChef or any of its affiliates) of beneficial
      ownership (within the meaning of Rule 13d-3 promulgated under such
      securities law) of more than fifty percent of either the then outstanding
      shares of common stock of TurboChef or of the combined voting power of
      TurboChef’s then outstanding voting securities or any such acquisition of
      more than fifty percent of either such common stock or voting securities
      of TurboChef or of the combined voting power of TurboChef’s then
      outstanding voting securities except for an acquisition resulting from a
      disposition of such stock or securities effected by TurboChef or a public
      offering by TurboChef;








	 	
      (2)
	
      The
      individuals who constitute the members of the Board of Directors of
      TurboChef, who shall be referred to as the “Incumbent Members”, cease for
      any reason to constitute at least a majority of such Board of Directors,
      provided that any individual becoming a member after the date of this
      Employment Agreement whose election, or nomination for election by
      TurboChef’s stockholders, was approved by a vote of at least a majority of
      the then Incumbent Members shall be considered as though such individual
      was an Incumbent Member; provided, however, that any individual becoming a
      member of the Board of Directors in the aforesaid manner as part of a
      group whose membership after election constitutes a majority of the Board
      of Directors, or whose membership becomes a majority of the Board of
      Directors within a reasonably short period of time because of the
      resignation of Incumbent Members following the election of such group,
      will not be considered as an Incumbent Member;
or








	 	
      (3)
	
      The
      approval by the stockholders of TurboChef of (i) a merger, consolidation
      or other reorganization where, in each case, with respect to which persons
      who were the stockholders of TurboChef immediately prior to such merger,
      consolidation or other reorganization, immediately thereafter, they do not
      own more than fifty percent of the combined voting power of the merged,
      consolidated or reorganized TurboChef’s then outstanding voting
      securities, or of (ii) the sale of all or substantially all of the assets
      of TurboChef; provided, however, in such event the Change in Control
      described in this § 4(f) will be deemed to have occurred immediately
      prior to such stockholder approval.











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If
TurboChef or TurboChef’s accountants determine that the option exercise right
and the severance payments called for under this § 4(f) plus any other
payments or benefits made available to Executive by TurboChef upon a Change in
Control will result in Executive being subject to an excise tax under Section
4999 of the Internal Revenue Code of 1986, as amended, or “Code”, or if such an
excise tax is assessed against Executive as a result of such option exercise
right or payment or other benefits, TurboChef shall make a “Gross Up Payment” to
or on behalf of Executive as and when each and any such determination or
assessment, as applicable, is made, provided Executive takes such action (other
than waiving Executive’s right to any payments or benefits otherwise due from
TurboChef) as TurboChef reasonably requests under the circumstances to mitigate
or challenge such tax; provided, however, if TurboChef or TurboChef’s
accountants determine that no Gross Up Payment would be payable under this
§ 4(f) if Executive waives Executive’s right to receive a part of such
payments and such part does not exceed $10,000, Executive agrees to irrevocably
waive Executive’s right to receive such part of such payments if an independent
accountant or lawyer retained by Executive and paid by TurboChef agrees with the
determination made by TurboChef or TurboChef’s accountants.




The term
“Gross Up Payment” as used in this Employment Agreement shall mean a payment to
or on behalf of Executive which shall be sufficient to pay (i) any excise tax
described in this § 4(f) in full, (ii) any federal, state and local income
tax and social security or other employment tax on the payment made to pay such
excise tax as well as any additional excise tax on such payment and (iii) any
interest or penalties assessed by the Internal Revenue Service on Executive if
such interest or penalties are attributable to TurboChef’s failure to comply
with its obligations under this §4(f) or applicable law. Any determination under
this §4(f) by TurboChef or TurboChef’s accountants shall be made in accordance
with Section 280G of the Code and any applicable related regulations (whether
proposed, temporary or final) and any related Internal Revenue Service rulings
and any related case law and, if TurboChef reasonably requests that Executive
take action to mitigate or challenge, or to mitigate and challenge, any such tax
or assessment and Executive complies with such request, TurboChef shall provide
Executive with such information and such expert advice and assistance from
TurboChef’s accountants, lawyers and other advisors as Executive may reasonably
request and shall pay for all expenses incurred in effecting such compliance and
any related fines, penalties, interest and other assessments.




(g)    Benefits
at Termination of Employment.
Executive upon Executive’s termination of employment shall have the right to
receive any benefits payable under TurboChef’s employee benefit plans, programs
and policies which Executive otherwise has a nonforfeitable right to receive
under the terms of such plans, programs and policies (other than severance
benefits) independent of Executive’s rights under this Employment Agreement in
addition to any base salary under § 3(a) which accrued as of the
termination date and are expressly payable under this § 4 without regard to
the reason for such termination of employment.








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§
5.         
COVENANTS
BY EXECUTIVE




(a)    TurboChef
Property. 





	 	
      (1)
	
      Executive
      upon the termination of Executive’s employment for any reason or, if
      earlier, upon TurboChef’s request shall promptly return all “Property”
      which had been entrusted or made available to Executive by
      TurboChef.








	 	
      (2)
	
      The
      term “Property” means all records, files, memoranda, reports, price lists,
      customer lists, drawings, plans, sketches, keys, codes, computer hardware
      and software, equipment and other property of any kind or description
      prepared, used or possessed by Executive during Executive’s employment by
      TurboChef and, if applicable, any of its affiliates (and any duplicates of
      any such property) together with any and all information, ideas, concepts,
      discoveries, and inventions and the like conceived, made, developed or
      acquired at any time by Executive individually or, with others during
      Executive’s employment which relate to TurboChef business, products or
      services.







(b)    Trade
Secrets.





	 	
      (1)
	
      Executive
      agrees that Executive will hold in a fiduciary capacity for the benefit of
      TurboChef, and any of its affiliates, and will not directly or indirectly
      use or disclose, any “Trade Secret” that Executive may have acquired
      during the term of Executive’s employment by TurboChef or any of its
      affiliates for so long as such information remains a Trade
      Secret.








	 	
      (2)
	
      The
      term “Trade Secret” means information, including, but not limited to,
      technical or nontechnical data, a formula, a pattern, a compilation, a
      program, a device, a method, a technique, a drawing, a process, financial
      data, financial plans, product plans, or a list of actual or potential
      customers or suppliers that (a) derives economic value, actual or
      potential, from not being generally known to, and not being generally
      readily ascertainable by proper means by, other persons who can obtain
      economic value from its disclosure or use and (b) is the subject of
      reasonable efforts by TurboChef and any of its affiliates to maintain its
      secrecy.








	 	
      (3)
	
      This
      § 5(b) and § 5(c) are intended to provide rights to TurboChef
      which are in addition to, not in lieu of, those rights TurboChef has under
      the common law or applicable statutes for the protection of trade
      secrets.











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(c)    Confidential
Information.





	 	
      (1)
	
      Executive
      while employed under this Employment Agreement and thereafter during the
      “Restricted Period” shall hold in a fiduciary capacity for the benefit of
      TurboChef and any of its affiliates, and shall not directly or indirectly
      use or disclose, any “Confidential Information” that Executive may have
      acquired (whether or not developed or compiled by Executive and whether or
      not Executive is authorized to have access to such information) during the
      term of, and in the course of, or as a result of Executive’s employment by
      TurboChef or any of its affiliates.








	 	
      (2)
	
      The
      term “Confidential Information” means any secret, confidential or
      proprietary information possessed by TurboChef or any of its affiliates
      relating to their businesses, including, without limitation, trade
      secrets, customer lists, details of client or consultant contracts,
      current and anticipated customer requirements, pricing policies, price
      lists, market studies, business plans, operational methods, marketing
      plans or strategies, product development techniques or flaws, computer
      software programs (including object code and source code), data and
      documentation data, base technologies, systems, structures and
      architectures, inventions and ideas, past current and planned research and
      development, compilations, devices, methods, techniques, processes,
      financial information and data, business acquisition plans and new
      personnel acquisition plans (not otherwise included in the definition of a
      Trade Secret under this Employment Agreement) that has not become
      generally available to the public by the act of one who has the right to
      disclose such information without violating any right of TurboChef or any
      of its affiliates. Confidential Information may include, but not be
      limited to, future business plans, licensing strategies, advertising
      campaigns, information regarding customers, Executives and independent
      contractors and the terms and conditions of this Employment
      Agreement.







(d)    Restricted
Period. The
term “Restricted Period” as used in the Employment Agreement shall mean the
twenty-four month period which starts on the date Executive’s employment
terminates with TurboChef without regard to whether such termination comes
before or after the end of the Term.




(e)    Nonsolicitation
of Customers or Employees.





	 	
      (1)
	
      Executive
      (i) while employed under this Employment Agreement shall not, on
      Executive’s own behalf or on behalf of any
person,











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firm,
partnership, association, corporation or business organization, entity or
enterprise (other than TurboChef or one of its affiliates), solicit Competing
Business of customers of TurboChef or any of its affiliates and (ii) during the
Restricted Period shall not, on Executive’s own behalf or on behalf of any
person, firm, partnership, association, corporation or business organization,
entity or enterprise, solicit Competing Business of customers of TurboChef or
any of its affiliates with whom Executive within the twenty-four month period
immediately preceding the beginning of the Restricted Period had or made contact
with in the course of Executive’s employment by TurboChef.





	 	
      (2)
	
      Executive
      (i) while employed under this Employment Agreement shall not, either
      directly or indirectly, call on, solicit or attempt to induce any other
      officer, employee or independent contractor of TurboChef or any of its
      affiliates to terminate his or her employment with TurboChef or any of its
      affiliates and shall not assist any other person or entity in such a
      solicitation (regardless of whether any such officer, employee or
      independent contractor would commit a breach of contract by terminating
      his or her employment), and (ii) during the Restricted Period, shall
      not, either directly or indirectly, call on, solicit or attempt to induce
      any other officer, employee or independent contractor of TurboChef or any
      of its affiliates with whom Executive had contact, knowledge of, or
      association in the course of Executive’s employment with TurboChef or any
      of its affiliates as the case may be, during the twelve month period
      immediately preceding the beginning of the Restricted Period, to terminate
      his or her employment with TurboChef or any of its affiliates and shall
      not assist any other person or entity in such a solicitation (regardless
      of whether any such officer, employee or independent contractor would
      commit a breach of contract by terminating his or her
      employment).



	 	 	 






	 	
      (3)
	
      The
      term “Competing Business” as used in this Employment Agreement means the
      development, marketing, selling, licensing or servicing of appliances
      utilizing a combination of microwave and other heating source or utilizing
      impingement air for cooking food rapidly.







(f)    Noncompetition
Obligation.
Executive while employed under this Employment Agreement and thereafter during
the Restricted Period and within the United States, shall not organize or form
any other business that will conduct Competing Business and shall not engage in
the management of, or provide consulting concerning the executive management of,
Competing Business on behalf of any business other than TurboChef or its
affiliates. Executive acknowledges and agrees that the territory identified in
this § 5(f) are states in which Executive performs services for TurboChef
by being actively engaged as a member of TurboChef’s management team in
TurboChef’s operations in these states.








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(g)    Reasonable
and Continuing Obligations.
Executive agrees that Executive’s obligations under this § 5 are
obligations which will continue beyond the date Executive’s employment
terminates and that such obligations are reasonable and necessary to protect
TurboChef’s legitimate business interests. TurboChef in addition shall have the
right to take such other action as TurboChef deems necessary or appropriate to
compel compliance with the provisions of this § 5.




(h)    Remedy
for Breach.
Executive agrees that the remedies at law of TurboChef for any actual or
threatened breach by Executive of the covenants in this § 5 would be
inadequate and that TurboChef shall be entitled to specific performance of the
covenants in this § 5, including entry of an ex parte, temporary
restraining order in state or federal court, preliminary and permanent
injunctive relief against activities in violation of this § 5, or both, or
other appropriate judicial remedy, writ or order, in addition to any damages and
legal expenses which TurboChef may be legally entitled to recover. Executive
acknowledges and agrees that the covenants in this § 5 shall be construed
as agreements independent of any other provision of this or any other agreement
between TurboChef and Executive, and that the existence of any claim or cause of
action by Executive against TurboChef, whether predicated upon this Employment
Agreement or any other agreement, shall not constitute a defense to the
enforcement by TurboChef of such covenants.




§
6.         
MISCELLANEOUS




(a)    Notices. Notices
and all other communications shall be in writing and shall be deemed to have
been duly given when personally delivered or when mailed by United States
registered or certified mail. Notices to TurboChef shall be sent to TurboChef
Technologies, Inc., Suite 1900, Six Concourse Parkway, Atlanta, Georgia 30328,
Attention: Corporate Secretary. Notices and communications to Executive shall be
sent to the address Executive provided at the time of employment. Either party
may change its address for notice by notifying the other of the
change.




(b)    No
Waiver. Except
for the notice described in § 6(a), no failure by either TurboChef or
Executive at any time to give notice of any breach by the other of, or to
require compliance with, any condition or provision of this Employment Agreement
shall be deemed a waiver of any provisions or conditions of this Employment
Agreement.




(c)    Delaware
Law and Georgia Courts. This
Employment Agreement shall be governed by Delaware law without reference to the
choice of law principles thereof. Any litigation that may be brought by either
TurboChef or Executive involving the enforcement of this Employment Agreement or
any rights, duties, or obligations under this Employment Agreement, shall be
brought exclusively in either the state courts in and for Fulton County, Georgia
or the United States District Court, Northern District of Georgia, Atlanta
Division.








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(d)    Assignment. This
Employment Agreement shall be binding upon and inure to the benefit of TurboChef
and any successor to all or substantially all of the business or assets of
TurboChef. TurboChef may assign this Employment Agreement to any affiliate or
successor, and no such assignment shall be treated as a termination of
Executive’s employment under this Employment Agreement. Executive’s rights and
obligations under this Employment Agreement are personal and shall not be
assigned or transferred.




(e)    Other
Agreements. This
Employment Agreement replaces and merges any and all previous agreements and
understandings regarding all the terms and conditions of Executive’s employment
relationship with TurboChef, and this Employment Agreement constitutes the
entire agreement between TurboChef and Executive with respect to such terms and
conditions. This Employment Agreement does not replace any previous agreement
regarding ownership of inventions or other intellectual property. 




(f)    Amendment. No
amendment to this Employment Agreement shall be effective unless it is in
writing and signed by TurboChef and by Executive.




(g)    Invalidity. If any
part of this Employment Agreement is held by a court of competent jurisdiction
to be invalid or otherwise unenforceable, the remaining part shall be unaffected
and shall continue in full force and effect, and the invalid or otherwise
unenforceable part shall be deemed not to be part of this Employment
Agreement.




IN
WITNESS WHEREOF, TurboChef and Executive have executed this Employment Agreement
in multiple originals to be effective on the first date of the
Term.











	
      TURBOCHEF
      TECHNOLOGIES, INC.
	
      EXECUTIVE

	 	 
	
      By:
      /s/ James K. Price
	
      /s/
      Joe McGrain

	
                 
      James K. Price
	
          
      Joe McGrain

	
                
      Chief Executive Officer
	
          
      Vice President

	 	 
	
      Date:
      May 4, 2005
	
      Date:
      April 11, 2005







 

 

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