Exhibit 10.1





EXHIBIT 10.1


Dear Edie:


Congratulations! We are pleased to
extend this job offer to join Real Mex Restaurants. We believe that your
addition to the executive team will be a significant step forward for our
organization resulting in a mutually beneficial relationship that will pay
significant dividends for both parties. This letter summarizes the material
components of your compensation package.



	•	 	
Job Title: Executive Vice President and
Chief Operating Officer.








	•	 	
Salary: Your base salary will be based
on an annualized rate of $300,000 and you will be paid $11,538.46
bi-weekly.








	•	 	
Bonus Eligibility: You will be eligible
for up to 50% of your base salary in bonus annually, based on the terms of the
company’s bonus program. Your bonus for the remainder of 2011 will be
guaranteed and prorated based on your start date. This will provide you with
time to gain familiarity with our organization, your new responsibilities,
management team, and ensure that operational execution is on track so that you
can maximize your future bonus earnings.








	•	 	
Equity: You will be provided with stock
options commensurate with your position, which will provide you with an
opportunity to earn an equity stake in the company, subject to the provisions
of the option agreement. We anticipate finalizing your option grant within the
next week and providing the option agreement to you on your first day of
employment.








	•	 	
Medical Benefits Eligibility: You will
be eligible for enrollment into the Company’s comprehensive medical
insurance programs beginning on the first of the month following your start
date. As part of the senior management team, your insurance premiums for major
medical will be discounted by more than half of what employees normally pay. In
addition, you will be eligible for dental coverage at no cost to you.








	•	 	
Executive Medical: You will be eligible
for reimbursement of up to $3,500 per year for medical expenses not covered by
medical insurance (i.e., co-pays, deductions, and out-of-pocket costs).








	•	 	
Retirement Plans You will be eligible
to participate in the company’s 401K or deferred compensation plan, which
will be explained during your orientation.








	•	 	
Meal Review Card: You will be issued a
Meal Review Card (MRC), which will entitle you to dine at most Company
restaurants. The card should be used for business related meals. In addition,
you will have personal use of the card. Instructions (including restrictions)
will be provided to you.








	•	 	
Vacation: You will begin to earn
vacation time equivalent to three weeks per year on your first day of
employment. After the completion of four years of employment, you will begin
earning four weeks per year.








	•	 	
Automobile Benefit: You will receive
$700/month (prorated and paid on your biweekly paychecks), along with
reimbursement for all gas, repairs/maintenance, toll roads, registration fees,
auto insurance (up to $8500/year). In accordance with IRS regulations, you will
be taxed on all non-business automobile expenses.








	•	 	
Relocation: We will reimburse you for
relocation of your household goods from the Dallas area to Southern California.
Some relocation reimbursements will be subject to payroll taxes in accordance
with IRS rules. You will be required to sign a relocation agreement in which
you promise to repay the company for your moving expenses in the event you
voluntarily resign or your employment is terminated for cause within
18 months of your start date (100% during the first 12 months and 50%
between 12 and 18 months).







 


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	•	 	
Severance Benefits: In the unlikely
event that your employment is terminated by the company without cause,
you will be provided with continuation of salary and medical benefits according
to the following schedule:








	 	•	 	
Termination within 12 months of your
start date: Six months of salary and medical benefits.








	 	•	 	
Termination occurring on or after
12 months of employment: 12 months of salary and medical
benefits.







Please note that
all severance benefits would terminate prior to the schedule above should you
secure new employment prior to the end of the severance period.


The bullet points above summarize
the substantive components of your job offer. By accepting this offer, you
affirm that no other promises have been made to you by any company
employee and that your decision to come to work for Real Mex Restaurants is
based entirely on contents of the offer summarized above. If you have any
questions about this offer or need additional information, please do not
hesitate to contact me at 562-346-1204.


Real Mex Restaurants, Inc. is
committed to an environment of open communication. Occasionally problems arise
in any work place. All employees are encouraged to go to their supervisor or
anyone in the chain of command to help resolve a problem or make a suggestion.
Human Resources is also available to help resolve problems employees may
encounter.


Employees are expected to maintain a
consistent level of performance that supports the Company’s commitment to
a quality dining experience for our guests. In addition, employees are expected
to foster an environment of mutual respect that contributes to a safe and
secure environment for both guests and fellow employees. For these reasons, all
employees are employed on an “at-will” basis. This means that
either you or the Company has the right to terminate employment at any time,
for any reason, with or without prior notice or cause.


Finally, by accepting employment,
you agree that both the Company and you will resolve any disputes that either
has against the other by mediation and binding arbitration, as described in the
employee handbook, and that both you and the Company waive any right to a jury
trial.


Edie, we are delighted at the
prospect of you joining our organization. Please don’t hesitate to
contact me with any questions.


Sincerely,


Steven K. Wallace 

Sr. Vice
President of Human Resources


Please sign below to indicate your
acceptance of this job offer as summarized above.


/s/ Edie
Ames                             


Edie Ames Signature


cc: David Goronkin, CEO


 


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