Exhibit 10.3

 



 

9900 Westpark Drive, Suite 300

Houston, TX 77063

 

February 26, 2013

 

David Catalano

201 West Charlottesville Avenue

Colleyville, TX 76034

 

Dear David:

 

It is my pleasure to extend the following offer of employment to you on behalf of IGNITE RESTAURANT GROUP.  Specifics of the offer:

 

	
Title:
    	
 
    	
President,   Romano’s Macaroni Grill
    
	
 
    	
 
    	
 
    
	
Supervisor:
    	
 
    	
Ray   Blanchette, Chief Executive Officer, Ignite Restaurant Group
    
	
 
    	
 
    	
 
    
	
Job   Classification:
    	
 
    	
Exempt
    
	
 
    	
 
    	
 
    
	
Base   Salary:
    	
 
    	
You   will be paid $11,538.46, bi-weekly, which annualizes to $300,000 subject to   deductions for taxes and other withholdings as required by law or the   policies of the Company. The base salary will increase to $325,000 at the   attainment of Romano’s Macaroni Grill $50M RLP, based on achieving $50M RLP   for three consecutive months of trailing twelve months.
    
	
 
    	
 
    	
 
    
	
Targeted   Bonus:
    	
 
    	
50%   of base salary. Actual bonus will range up to 75% of base salary, based on   achieving individual and company performance goals.
    
	
 
    	
 
    	
 
    
	
Management   Equity (SAR) Plan:
    	
 
    	
Upon   the approval of the Board of Directors, or its authorized committee, you will   be issued 42,500 Stock Appreciation rights of “IRG”, with 25% annual vesting   each annual anniversary, commencing on the one year anniversary of the date   of approval by the Board of Directors. The issue price will be the closing   price of “IRG” on the NASDAQ on the last trading day before the board   approves the grant. Further, you will be eligible for annual grants at the   discretion of the board. Please note that there are restrictions on this   grant, and the entire plan will be provided to you upon approval of the Board   of Directors.
    


 

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Severance:
    	
 
    	
If   your employment with the company is terminated by the Company without Cause   or by you for Good Reason, and subject to your execution of a general release   of all claims and rights that you may have against the Company and its   affiliates and their respective officers, directors and employees, the   Company will pay you an amount equal to your then current base salary for a   period of six months, according to the payroll payment dates in effect as of   the date of termination. If you relocate to Houston, Texas at the request of   the CEO, the severance period will be extended to one year.
    
	
 
    	
 
    	
 
    
	
Car   Allowance:
    	
 
    	
You   will receive a $392.31 bi-weekly car allowance, which annualizes to $10,200.   Mileage for business-related travel will be reimbursed at a discounted rate.   The current mileage rate for those receiving a car allowance is $0.31 per   mile, and is adjusted quarterly.
    
	
 
    	
 
    	
 
    
	
Paid   Time Off (PTO):
    	
 
    	
Upon   your first day you will begin accruing vacation days that you may use at any   time during the year. During your first year, you will earn vacation days at   an annual rate of fifteen days. In addition, each year you will receive three   sick days and three personal days. Further, the company recognizes nine paid   holidays.
    
	
 
    	
 
    	
 
    
	
Benefits:
    	
 
    	
You   will be eligible to enroll in the Company’s Health/Welfare Benefits Plan that   will contain standard benefits including medical, life, dental, LTD, and   Flexible Spending Accounts (Section 125) as per Company policy. Employee   contribution for payment to the benefit plans is determined annually. You   will be eligible for these programs on the first day of employment.
    
	
 
    	
 
    	
 
    
	
Additional   Executive Benefits:
    	
 
    	
Annual   Executive Physical Financial and Legal Counseling Reimbursement of $3,000 per   year 100% Dining Discount at all Ignite Restaurants for you and your guests,   including gratuity.
    
	
 
    	
 
    	
 
    
	
Relocation:
    	
 
    	
You   agree to relocate to Houston, TX if requested by the CEO. In the event you   relocate to Houston, TX you will be paid relocation expenses based on the   President relocation plan. All relocation expenses reimbursed to or paid on   behalf of the employee, including any tax gross-up, are immediately due and   payable to Ignite Restaurant Group should you voluntarily terminate your   employment or be terminated for cause within twelve months of the effective   start date in your new work location. The relocation program is managed by   the Administration Department. Please contact Lois Wendte, Executive   Assistant to the Chief Administrative Officer, if you have any questions.
    
	
 
    	
 
    	
 
    
	
Start   Date:
    	
 
    	
TBD   - Romano’s Macaroni Grill closing date
    
	
 
    	
 
    	
 
    
	
Tenure   Date:
    	
 
    	
Date   of start of full-time consulting
    


 

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This offer is made to you in strict confidence and, as such, at no time during your employment are you to discuss either your salary or benefits with anyone (other than your supervisor or human resources).

 

This offer letter represents the entire agreement between you and IGNITE RESTAURANT GROUP. This offer letter is not a contract of employment guaranteeing any set length of employment.  Also note that IGNITE RESTAURANT GROUP is an at-will employer. You and IGNITE RESTAURANT GROUP have the right to terminate the relationship at any time, with or without cause.

 

David, we are very excited to have you join the team at IGNITE RESTAURANT GROUP and look forward to your contributions of growing IGNITE RESTAURANT GROUP into the preeminent casual dining restaurant company in the industry. Please feel free to call me with any questions regarding this offer letter

 

If you are in agreement with the above outline, please sign below and either scan or fax the signed offer letter to: (713) 481-1787 as well as bring the original signed copy to your orientation.

 

	
Best   Regards,
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Ray   Blanchette
    	
 
    	
 
    
	
President   and Chief Executive Officer
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Agreed   and acknowledged:
    	
 
    	
 
    
	
 
    	
 
    	
 
    
	
Printed   Name:
    	
David   Catalano
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Signature:
    	
/s/   David Catalano
    	
 
    	
 
    
	
 
    	
 
    	
 
    	
 
    
	
Date   Signed:
    	
2/28/13
    	
 
    	
 
    


 

An electronic signature or facsimile signature is intended to be, and will be, considered the equivalent of an original signature, is legally binding, and is to be given full force and effect.

 

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