2010 Executive Incentive Plan



 EXHIBIT 10.1 

THE CALIFORNIA PIZZA KITCHEN 

2010 EXECUTIVE INCENTIVE PLAN 

 
  

SECTION 1. PURPOSE OF THE PLAN 

The California Pizza Kitchen 2010 Executive Incentive Plan (the “Plan”) is established to promote the interests of California
Pizza Kitchen and its Subsidiaries (collectively the “Company”), by creating an incentive program to (a) attract and retain employees with outstanding competencies who will strive for excellence, (b) motivate those individuals to
exert their best efforts on behalf of the Company by providing them with compensation in addition to their base salaries and (c) further the identity of interests of such employees with those of the Company’s stockholders through a strong
performance-based reward system. 
 SECTION 2. ADMINISTRATION OF THE PLAN 

The Compensation Committee of the Board of Directors of the Company (the “Committee”) shall administer the Plan. The Committee
shall be composed solely of two or more “outside directors” within the meaning of Treasury Regulations § 1.162-27 (or any successor regulation) and shall be appointed pursuant to the Bylaws of the Company. The Committee shall have
discretionary authority to interpret the Plan, establish rules and regulations to implement the Plan, establish any applicable performance programs and periods and make all determinations deemed necessary or advisable for the administration of the
Plan, in its sole discretion. Performance programs and periods established by the Committee may be any length of time and may overlap. Decisions of the Committee shall be final and binding on all parties who have an interest in the Plan. 

SECTION 3. ELIGIBILITY FOR AWARDS 

(a) Eligibility Requirements. Awards under the Plan may be granted by the Committee to those Employees holding Vice President
or more senior executive-level positions with the Company. 
 (b) Definition of Employee. For purposes of the Plan,
an individual shall be considered an “Employee” if he or she is employed by the Company or other business entity in which the Company shall directly or indirectly own, at the time of determination, stock possessing 50% or more of the total
combined voting power of all classes of stock or other ownership interest (each, a “Subsidiary”). No award may be granted to a member of the Company’s Board of Directors except for services performed as an employee of the Company.

 SECTION 4. BONUS AWARDS 

(a) Form of Awards. Bonus awards under this Plan may be for short-term or long-term performance and shall be paid in cash,
less applicable withholdings and deductions. 
 (b) Target Award Amounts. Target award amounts may be based on a
percentage of each eligible Employee’s annual base salary for each performance period as determined by the Committee in its sole discretion within 90 days after the commencement of such performance period but in no event after 25% of the
performance period has elapsed. 







 (c) Bonus Formula. Any bonuses paid to eligible Employees under the Plan shall
be based upon objectively determinable bonus formulas that tie such bonuses to one or more performance criteria. The formula used to determine bonus awards for each eligible Employee shall be adopted by the Committee within 90 days of the
commencement of each performance period but in no event after 25% of the performance period has elapsed. The formula may be different for each eligible Employee and shall be based on one or more objective performance criteria to be selected by the
Committee from among the following, either individually, alternatively or in any combination, applied to either the Company as a whole or to a business unit or Subsidiary, either individually, alternatively or in any combination, and measured either
annually or cumulatively over a period of years, on an absolute basis or relative to a pre-established target, to previous years’ results or to a designated comparison group or index, in each case as specified by the Committee: (1) cash
flow, (2) earnings per share, (3) earnings before interest and taxes, (4) earnings before interest, taxes, depreciation and amortization, (5) earnings before interest, taxes, depreciation, amortization and pre-opening costs,
(6) return on equity, (7) total stockholder return, (8) share price performance, (9) return on capital, (10) return on assets or net assets, (11) revenue, (12) income or net income, (13) operating income or
net operating income, (14) operating profit or net operating profit, (15) operating margin or profit margin, (16) return on operating revenue, (17) return on invested capital, (18) market segment shares, (19) sales,
(20) unit openings or (21) customer satisfaction (“Qualifying Performance Criteria”). The Committee may appropriately adjust any evaluation of performance under a Qualifying Performance Criteria to exclude any of the following
events that occurs during a performance period: (i) asset write-downs, (ii) litigation or claim judgments or settlements, (iii) the effect of changes in tax law, accounting principles or other such laws or provisions affecting
reported results, (iv) accruals for reorganization and restructuring programs and (v) any extraordinary nonrecurring items as described in Accounting Principles Board Opinion No. 30 and/or in managements’ discussion and analysis
of financial condition and results of operations appearing in the Company’s annual report to stockholders for the applicable year. Awards shall be determined by applying the bonus formula to the target award amount of each eligible Employee.

 (d) Maximum Award Amounts. The maximum award that may be paid to any eligible Employee under this Plan in any
year with respect to any performance period of one year or less shall not exceed $2 million. The maximum award that may be paid to any eligible Employee under this Plan in any year with respect to any performance period of more than one year shall
not exceed $2 million. 
 (e) Power to Reduce Bonus Amounts. Notwithstanding anything to the contrary contained in
this Plan, the Committee shall have the power, in its sole discretion, to reduce the amount payable to any eligible Employee (or to determine that no amount shall be payable to such eligible Employee) with respect to any award prior to the time the
amount otherwise would have become payable hereunder. Such reductions may be based upon the recommendations of the Chief Executive Office. In the event of such a reduction, the amount of such reduction shall not increase the amounts payable to other
eligible Employees under the Plan. The Committee shall not have the discretion to increase the amount of any bonus payment that would otherwise be due upon the attainment of applicable performance criteria. 

(f) Entitlement to Bonus. No eligible Employee shall earn any portion of a bonus award under the Plan until the date that the
Committee has authorized payment of the award and, to the extent required by section 162(m) of the Internal Revenue Code of 1986, as amended (the “Code”), certified that the applicable performance criteria have been satisfied. 

(g) Termination of Employment and Leaves of Absence. In the event of death or disability before the date that the bonus award
is earned, the Committee shall have the sole discretion to award all or any portion of the bonus. If an eligible Employee is on a leave of absence for a portion of the relevant performance period, the bonus to be awarded shall be prorated to reflect
only the time when he or she was actively employed and not any period when he or she was on leave. 
 SECTION 5. PAYMENT OF BONUS AWARDS

 Bonus awards shall be paid to each eligible Employee as soon as practicable, and in any event within two and one-half
months, after the close of the year in which the performance period ends. 
 SECTION 6. GENERAL PROVISIONS 

(a) Plan Amendments. The Committee may, in its sole discretion, amend, suspend or terminate the Plan at any time. Stockholder
approval shall be obtained for any amendment to the extent necessary and desirable to qualify the awards hereunder as performance-based compensation under section 162(m) of the Code and to comply with applicable laws, regulations or rules.








 (b) Benefits Unfunded. No amounts awarded or accrued under this Plan shall be
funded, set aside or otherwise segregated prior to payment. The obligation to pay the bonuses awarded hereunder shall at all times be an unfunded and unsecured obligation of the Company. Eligible Employees shall have the status of general creditors
and shall look solely to the general assets of the Company for the payment of their bonus awards. 
 (c) Benefits
Nontransferable. No eligible Employee shall have the right to alienate, pledge or encumber his or her interest in this Plan, and such interest shall not (to the extent permitted by law) be subject in any way to the claims of the
Employee’s creditors or to attachment, execution or other process of law. 
 (d) No Employment Rights. No
action of the Company in establishing the Plan, no action taken under the Plan by the Committee and no provision of the Plan itself shall be construed to grant any person the right to remain in the employ of the Company or its subsidiaries for any
period of specific duration. Rather, each Employee will be employed “at will,” which means that either such Employee or the Company may terminate the employment relationship at any time and for any reason, with or without cause or notice.
No Employee shall have the right to any future award under the Plan. 
 (e) Governing Law. The Plan and any actions
taken in connection herewith shall be governed by and construed in accordance with the laws of the state of California (without regard to applicable Delaware principles of conflict of laws).