ex_10-14.htm


    
      
        EXECUTION
COPY

        


        EMPLOYMENT
AGREEMENT

        


        EMPLOYMENT
AGREEMENT ("Employment Agreement"), dated as of August 1, 2008, between Perkins
& Marie Callender's Inc. (the "Company"), and Pete Pascuzzi (the
"Executive").

        


        WHEREAS,
the Company wishes to assure itself of the management services of the Executive
for the period provided in this Employment Agreement, and the Executive desires
to serve in the employ of the Company for such period, upon the terms and
conditions hereinafter provided.

        


        IT IS
THEREFORE AGREED AS FOLLOWS:

        1.           Employment, Duties and
Acceptance.

         

        1.1           Employment by the
Company. Effective May 19, 2008 (the "Effective Date"), the Company
hereby employs the Executive, for itself and its affiliates, for the Term (as
herein defined), to render exclusive and full-time services in the capacity of
Executive Vice President, Corporate Restaurant Operations, subject to the
direction of the Company's Chief Executive Officer and the Board of Directors of
P&MC's Holding LLC, the indirect parent of the Company (the "Board of
Directors"), in accordance with applicable law and the Company's corporate
governance policies. The Executive may engage in personal, charitable,
professional and investment activities except to the extent that the Board of
Directors reasonably determines that ally such activity conflicts or
significantly interferes with the performance of his responsibilities to the
Company under this Employment Agreement.

         

        1.2           Duties/Authority. The
Executive shall have responsibilities commensurate with the office of Executive
Vice President, Corporate Restaurant Operations, subject to the control and
direction of the Chief Executive Officer and Board of Directors in accordance
with applicable law and the Company's corporate governance policies. The
Executive agrees to hold such additional offices of the Company and its
affiliates as may reasonably be assigned to him by the Board of Directors or the
Chief Executive Officer from time to time.

         

        1.3           Acceptance of Employment by
the Executive. The Executive accepts such employment and shall render the
services described above. Subject to election (i) by
the Company's stockholders or appointment by the Board of Directors, the
Executive may also serve during all or any part of the Term as a director of the
Company, and (ii) by the Company, the Executive may also serve during all or any
part of the Term as an officer or director of any other entity controlled by or
under common control with the Company, in each case without any compensation
therefor other than that specified in this Employment Agreement.

         

        1.4           Place of Employment.
The Executive's principal place of employment shall be Memphis, TN (the
"Headquarters"), subject to such reasonable travel as the rendering of the
services hereunder may require, at the direction of the Chief Executive Officer.
Unless agreed to otherwise in writing by the Executive, the Company shall not
change the Executive's principal place of employment further than fifty (50)
miles from the Headquarters.

         

                  2.    Term of Employment.
Subject to earlier termination pursuant to Section 4 of this Employment
Agreement, the initial term of Executive's employment under this Employment
Agreement shall commence on the Effective Date and shall end eighteen (18)
months following the Effective Date (the "Initial Term"); provided, that the
term shall automatically renew for successive periods of one year (each such one
year period, a "Subsequent Term") until one of the parties gives written notice
of non-renewal to the other party at least 90 days before the end of the Initial
Term or any Subsequent Term, as applicable, unless sooner terminated as herein
provided. For the purposes of this Employment Agreement, (i) "Term" shall mean
the Initial Term, or the Subsequent Term, as appropriate, and (ii) if a party
gives the other party a notice of non-renewal pursuant hereto, this Employment
Agreement shall be deemed to expire at the end of the current Term and no
termination shall be deemed to have occurred for the purpose of Section
4.


                  3.    Compensation.

         

        3.1            Salary. As
compensation for all services to be rendered pursuant to this Employment
Agreement, the Company (directly or through one or more subsidiaries) shall pay
the Executive during the Term a salary of $257,400 per annum (the "Base
Salary"), payable not less frequently than monthly, less such deductions as
shall be required to be withheld by applicable law and regulations. The
Executive's Base Salary shall be reviewed at least annually by the Board of
Directors and may be increased from time to time, but in no event shall the
amount of the Executive's Base Salary be decreased from its then existing
level.

         

        3.2            Incentive Bonus. The
Executive shall be eligible to receive an annual bonus (the "Incentive Bonus")
under a plan established by the Company from time to time in the amount
determined by the Board of Directors based upon achievement of performance
measures derived from the annual business plan approved by the Board of
Directors and payable on the date such bonuses are paid to other executives of
the Company. The Executive's target bonus shall be 45% of Base Salary (the
"Target Bonus"). Except as otherwise provided in Section 4, the Incentive Bonus
shall be pro-rated to reflect the percentage of the fiscal year the Executive
has performed services for the Company pursuant to this Employment
Agreement.

         

        3.3            Participation in Employee
Benefit Plans. The Executive shall be permitted during the Term, if and
to the extent eligible, to participate in any group life, hospitalization,
accidental death and dismemberment or disability insurance plan, health
(Executive Health and Life Benefit Plan) program, pension plan or similar
benefit plan or perquisite program of the Company, which may be available
generally to other senior executives and managers of the Company and its
subsidiaries on the same terms as such other persons in accordance with the
terms of such plans and programs. The Board of Directors may determine to offer
the Executive participation in other compensation or benefit plans, in its
discretion.

         

        3.4            Expenses. Subject to
such written policies, applicable to senior executives generally, as may from
time to time be established by the Board of Directors, the Company shall pay or
reimburse the Executive for all reasonable expenses (including travel expenses)
actually incurred or paid by the Executive during the Term in the performance of
the Executive's services under this Employment Agreement upon presentation of
expense statements or vouchers or such other supporting information as it may
require.

         

        3.5            Vacation. The
Executive shall be entitled to such amount of vacation which is available
generally to other senior executives and managers of the Company and its
subsidiaries.

         

        3.6            Insurance. During the
Term, the Company shall maintain director's and officer's liability
indemnification and insurance coverage for the Executive.

         

        3.7            Automobile Allowance.
The Executive shall be permitted to use a vehicle provided by the Company or
receive an automobile allowance, at the Company's sole discretion, from the
Company in accordance with the policies of the Company.

         

                 
4.              Termination.

         

        4.1            Termination upon
Death. If the Executive dies during the `Perm, this Employment Agreement
shall terminate and the Company shall pay to the Executive (i) all Base Salary
and benefits from the Company and its employee benefit plans earned and accrued
as of the date of termination and (ii) a pro rata amount of his annual Incentive
Bonus in accordance with the terms of the Plan, determined at the end of the
fiscal year in which the Executive's death occurred, and pro rated through the
date of termination.

         

        4.2            Termination upon
Disability. If during the Term the Executive becomes physically or
mentally disabled, whether totally or partially, so that Executive is unable to
perform the essential functions of his employment, with or without reasonable
accommodations (as determined, in good faith, by the Board of Directors) for (i)
a period of three (3) consecutive months, or (ii) for shorter periods
aggregating three (3) months during any six (6) month period, the Company may at
any time after the last day of the three (3) consecutive months of disability or
the day on which the shorter periods of disability equal an aggregate of three
(3) months, by written notice to the Executive, terminate the Term of the
Executive's employment hereunder. Nothing in this Section 4.2 shall be deemed to
extend the Term. In the event of termination of this Employment Agreement by
reason of disability, subject to the execution, without revocation, of a valid
release agreement reasonably acceptable to the Company, the Company shall pay to
the Executive (i) the Executive's Base Salary on the date of termination for the
lesser of four (4) months or the remainder of the Term, payable in accordance
with the provisions of Section 3.1 hereof, (ii) all Base Salary and benefits
from the Company and its employee benefit plans earned and accrued as of the
date of termination and (iii) a pro rata amount of his annual Incentive Bonus in
accordance with the terms of the Plan, determined at the end of the fiscal year
in which the disability occurred, and pro rated through the date of
termination.

         

        4.3            Termination for Cause or
Without Good Reason. The Company may at any time by written notice to the
Executive terminate the Term of the Executive's employment hereunder for Cause
and the Executive may at any time by written notice to the Company terminate the
Term of the Executive's employment hereunder without Good Reason and, in either
such case, the Executive shall have no right to receive any compensation or
benefit hereunder on and after the effective date of such notice other than Base
Salary and benefits accrued but not paid as of the date of
termination.

         

        4.4            Termination with Good Reason
or without Cause. During the Term, the Executive may terminate his
employment with the Company at any time with Good Reason, and the Company may
terminate the Executive's employment without Cause, upon 10 (ten) days' written
notice to the other party hereto. Subject to Section 4.6, the Executive shall,
subject to the execution, without revocation, of a valid release agreement
reasonably acceptable to the Company, have the right to continue to receive his
Base Salary (the "Termination Payments") and to continue to be a participant in
the Company's Executive Health and Life Benefit Plan (the "Termination
Benefits"), as in effect on the date of such notice, payable in accordance with
the provisions of Sections 3.1 and 3.3 hereof, for the remainder of the Term;
provided, that in the event that the Executive's participation in any benefit
plans, programs, practices or policies referred to in Section 3.3 is barred by
the terms of such plans, programs, practices or policies due to the termination
of the Executive's employment with the Company, then the Company shall provide
him with benefits substantially similar to those which he would be entitled to
as a participant in such benefit plans, programs, practices or policies;
provided further, that (subject to Section 4.6 and the execution without
revocation of a release reasonably acceptable to the Company) the Executive
shall receive such Base Salary and group health benefits for a minimum of twelve
months from the effective date of such notice. In the event the Executive's
employment terminates pursuant to this Section 4.4, he shall be entitled to
receive a pro rata amount of his annual Incentive Bonus in accordance with the
terms of the Plan, determined at the end of the fiscal year in which the
Executive's employment terminated, and pro rated through the date of
termination; provided further, that if the Executive's employment is terminated
pursuant to this Section 4.4 after a Change in Control has occurred, in the
event that any payment or distribution by the Company to or for the benefit of
the Executive (whether pursuant to the terms of this Employment Agreement or
otherwise) (a "Payment") would be subject to the excise tax imposed by Section
4999 of the Internal Revenue Code of 1986, as amended (the "Code"), or any
interest or penalties are incurred by the Executive due to the miscalculation by
an independent auditor with respect to such excise tax or untimely payment of
the Gross-Up Payment (as defined below) by the Company with respect to such
excise tax (such excise tax, together with any interest or penalties thereon
incurred by the Executive due to miscalculation by the independent auditor or
untimely payment of the Gross-Up Payment (as defined below) by the Company, are
hereinafter referred to as the "Excise Tax"), then the Company will pay to the
Executive an additional payment (the "Gross-Up Payment") in an amount such that
after payment by the Executive of all taxes, including, without limitation, any
income taxes and Excise Tax imposed upon the Gross-Up Payment, the Executive
retains an amount of the Gross-Up Payment equal to the Excise Tax imposed upon
the Payments. The determination of amounts required to be paid pursuant to the
preceding proviso shall be made by an independent auditor selected and paid by
the Company. Such independent auditor shall be a nationally recognized United
States public accounting firm, which may be the independent accounting firm used
by the Company to audit its financial statements unless such accounting firm is
serving as the accountant or auditor for the individual, entity or group
effecting the Change in Control.

         

        4.5            Definitions. For
purposes hereof:

         

                (a) The term
"Cause" shall mean: as determined in good faith by the Board of Directors (or
its designee), (i) the Executive's material breach of any of the Executive's
obligations under this Employment Agreement; (ii) the Executive's continued and
deliberate neglect of, willful misconduct in connection with the performance of,
or refusal to perform the Executive's duties, which, in the case of neglect or
failure to perform, has not been cured within thirty (30) days after the
Executive has been provided notice of the same; (iii) the Executive's engagement
in any conduct which injures the integrity, character, business or reputation of
the Company or any of its subsidiaries or affiliates or which impugns the
Executive's own integrity, character or reputation so as to cause the Executive
to be unfit to act on behalf of the Company; or (iv) the Board of Director's
good faith determination that the Executive has committed an act or acts
constituting a felony, or other act involving dishonesty, disloyalty or fraud
against the Company or any of its subsidiaries or affiliates.

         

                (b) The term
"Good Reason" shall mean: (i) the assignment to the Executive of duties and
responsibilities not commensurate with his status as the Executive Vice
President, Corporate Restaurant Operations, (ii) the failure of the Company to
provide Base Salary, bonus opportunity and benefits to the Executive as required
herein or (iii) the failure of the Company to adhere in any substantial manner
to any of its other covenants herein, provided that any of the foregoing
continues for a period of 30 days after written notice thereof, specifying the
nature thereof and requesting that it be cured, is given by the Executive to the
Company; [provided, that if a Change in Control has occurred the term "Good
Reason" shall also mean (iv) any other action by the Company which results in a
diminishment in the Executive's position, authority, duties or responsibilities
to any substantial degree, (v) any material adverse change in the Executive's
benefits or perquisites, or (vi) the Company's requiring the Executive to be
based at any office or location more than 50 miles from that which the Executive
is based immediately prior to the Change in Control].

         

                (c) The term
"Change in Control" shall mean: (i) the sale of all or substantially all of the
business and/or assets of the Company to a person or entity that is not a
subsidiary or other affiliate of the Company or Castle Harlan Inc. ("CHI"), (ii)
the merger or consolidation or other reorganization of the Company with or into
one or more entities that are not subsidiaries or other affiliates of the
Company or CHI, which results in less than 50% of the outstanding equity
interests of the surviving or resulting entity immediately after the
reorganization being owned, directly or indirectly, by the holders (or
affiliates of the holders) of equity interests of the Company, immediately
before such reorganization and (iii) approval by the stockholders of the Company
of the dissolution or liquidation of the Company.

         

        4.6             Mitigation of
Damages.

         

                (a) Subject to
the Executive's obligations set forth in Section 5 of this Agreement, that
survive the termination of the Executive's employment, the Executive shall be
obligated to use his reasonable best efforts to mitigate the Executive's
entitlement to Termination Payments and Termination Benefits under this
Employment Agreement by pursuing "Replacement Employment" after termination of
his employment hereunder. For the purposes hereof, "Replacement Employment"
shall mean a similar or better position with a company at a location no more
than 50 miles from the Headquarters, provided that the base salary, or base
salary and target bonus, for such position is equal to or greater than the
Executive's Base Salary under
this Employment Agreement (as increased pursuant to Section 3.1) at the time of
his termination of employment with the Company.

         

                (b) If Executive
receives (or accrues) compensation for his services while he is entitled to
receive the Termination Payments and the Termination Benefits, the Termination
Payments shall be reduced by the amount of the compensation so received (or
accrued), and the payment of the Termination Benefits shall cease to the extent
the Executive becomes eligible to receive similar benefits from a new employer
or third party. Executive shall immediately notify the Company in writing of any
employment obtained by the Executive during the period that the Executive is
entitled to receive Termination Payments or Termination Benefits, which notice
shall contain the amount of income the Executive will receive and the time of
receipt. The Executive shall also give immediate notice to the Company of any
changes in such employment or income.

         

        5.      Covenants.

         

        5.1            Non-Solicitation or
Hire. During the Term and for a period of two years following the
termination of the Executive's employment for any reason, the Executive shall
not directly or indirectly (a) solicit or attempt to solicit or induce, directly
or indirectly, any party who is a customer or client of the Company or its
subsidiaries, or who was a customer or client of the Company or its subsidiaries
at any time during the twelve (12) month period immediately prior to the date
the Executive's employment terminates, for the purpose of marketing, selling or
providing to any such party any services or products offered by or available
from the Company or any of its subsidiaries; (b) interfere with or attempt to
interfere with any business relationships (whether formed during, or after the
Term) of the Company or any of its subsidiaries with their suppliers; (c)
solicit, or attempt to solicit or induce, directly or indirectly, any employee
of the Company or its subsidiaries or any person, who was an employee of the
Company or its subsidiaries during the twelve (12) month period immediately
prior to the date the Executive's employment hereunder terminates, to terminate
such employee's employment relationship with the Company or its subsidiaries in
order to enter into a similar relationship with the Executive, or any other
person or entity; or (d) hire any employee of the Company or its subsidiaries or
any person, who was an employee of the Company or any of its subsidiaries during
the twelve (12) month period immediately prior to the date the Executive's
employment hereunder terminates.

         

        5.2            Non-Competition.
While the Executive is employed and for a period following the termination of
the Executive's employment equal to the Non-Competition Restricted Period (as
defined below), the Executive shall not, whether individually as a director,
manager, member, stockholder, partner, owner, employee, consultant or agent of
any business, or in any other capacity, other than on behalf of the Company,
organize, establish, own, operate, manage, control, engage in, participate in,
invest in, permit his name to be used by, act as a consultant or advisor to,
render services for (alone or in association with any person, firm, corporation
or business organization), or otherwise assist any person or entity that engages
in or owns, invests in, operates, manages or controls any venture or enterprise
which engages or proposes to engage in any business conducted by the Company or
its subsidiaries (x) on the date of the Executive's termination of employment
(including, without limitation, any business which the Company or its
subsidiaries has specific plans to conduct in the future and as to which the
Executive is aware) or (y) within twelve (12) months prior to the Executive's
termination of employment with the Company, in each case, in the geographic
locations where the Company or its subsidiaries engage or propose to engage in
such business (the "Competitive Business"). Notwithstanding the foregoing, the
Executive may, directly or indirectly own, solely as an investment, securities
of any firm, partnership, joint venture, association, corporation or other
business organization, entity or enterprise engaged in the business of the
Company which are publicly traded on a national or regional stock exchange or on
the over-the-counter market if the Executive is not a controlling person of, or
a member of a group which controls, such entity and does not directly or
indirectly own 5% or more of any class of securities of such entity. Should any
provision of this Section 5.2 conflict with the provisions of any other written
agreement between the Company and the Executive, this Section 5.2 shall
govern.

         

        For the
purposes of this Employment Agreement, the term Non-Competition Restricted
Period shall mean (x) the period the Executive is entitled to receive payments
or benefits pursuant to Section 4.4 hereof, if the Executive's employment
terminates without Cause or if the Executive terminates his employment for Good
Reason and (y) a period of one year if the executive's employment hereunder
terminates for any other reason.

         

        5.3           Confidentiality.
Executive agrees that:

         

                (a) Except to
the extent (i) authorized by the express prior consent of the Board of
Directors, (ii) required by law or any legal process or (iii) desirable in
performing the Executive's duties under this Employment Agreement, the Executive
will not, directly or indirectly, at any time during the Term, or at any time
subsequent to the termination of the Executive's employment hereunder,
disseminate, disclose or divulge, to any person, firm, corporation, association
or other business entity, Confidential Information of the Company. In the event
of a breach or threatened breach by the Executive of this Section 5.3, the
Company shall be entitled to injunctive relief as well as other applicable
remedies at law or in equity available to the Company against the Executive or
others. For purposes hereof, "Confidential Information of the Company" shall
mean any and all information about the Company or any affiliates of the Company,
or relating to the Company's or its affiliates' trade secrets, recipes,
operating plans, financial performance, intentions with respect to expansions
(including with respect to real estate), in each case disclosed to the Executive
or known by the Executive as a consequence of or through the Executive's
relationship with the Company, if such information is not publicly available
(other than through a breach by the Executive of this Section 5.3).

         

                (b) All computer
software, business cards, telephone lists, client lists, prospective client
lists, price lists, contract forms, catalogs, books, records, files, recipes,
operating plans, and know-how acquired while the Executive is employed by or
otherwise affiliated with the Company are acknowledged to be the property of the
Company and shall not be duplicated, removed from the Company's possession or
premises or made use of other than in pursuit of the business of the Company or
as may otherwise be required by law or any legal process, or as is necessary in
connection with any adversarial proceeding against the Company and, upon
termination of the Term for any reason, the Executive shall deliver to the
Company, without further demands, all copies thereof which are then in the
Executive's possession or tinder his control.


         

        5.4            Remedies; Specific
Performance. The parties acknowledge and agree that the Executive's
breach or threatened or attempted breach of any of the covenants or restrictions
set forth in this Section 5 will result in irreparable and continuing damage to
the Company and its subsidiaries for which there may be no adequate remedy at
law and that the Company shall be entitled to equitable relief, including but
not limited to, specific performance and injunctive relief as remedies for any
such breach or threatened or attempted breach. The Executive also agrees that
such remedies shall be in addition to any and all remedies, including damages,
available to the Company against the Executive for such breaches or threatened
or attempted breaches. In addition, without limiting the Company's and its
subsidiaries' remedies for any breach by the Executive of any covenants or
restrictions set forth in this Section 5, in the event of such breach, (i) the
Executive shall not be entitled to any payments set forth in Section 4 hereof,
except as required by law, and (ii) the Company will have no obligation to pay
any of the amounts that remain payable by the Company under Section
4.

         

        6.             Other
Provisions.

         

        6.1            Notices. Any notice
or other communication required or which may be given hereunder shall be in
writing and shall be delivered personally, or sent by certified, registered, or
express mail, postage prepaid, to the parties at the following addresses or at
such other addresses as shall be specified by the parties by like notice, and
shall be deemed given when so delivered personally, or if mailed, two days after
the date of mailing, as follows:

         

        (i)           
if to the Company, to:

         

        Perkins
& Marie Callender's Inc.

         

        6075
Poplar Avenue, Suite 800

        Memphis,
TN 38119

        Attention:
Andy Whiteley, Esq.

         

        Telephone:
(901) 766-6479

        Fax:
(901) 766-6482

         

        With
copies to:

         

        Castle
Harlan Partners IV, L.P. 150 East 58th Street

        New York,
New York 10155 Attention: David B. Pittaway 

         

        Telephone:
(212) 317-6440 

        Fax:
(212) 207-8042

         

        and

         

        Schulte
Roth & Zabel LLP

        919 Third
Avenue

        New York,
New York 10022 Attention: Robert Goldstein, Esq. 

         

        Telephone:
(212) 756-2000

        Fax:
(212) 593-5955

         

        
          	
                   
      

                	
                  (ii)

                	
                  if
      to the Executive, to the Executive's home address reflected in the
      Company's records.

                


        

         

        Notwithstanding
the foregoing, the Company may designate an alternate address to receive notices
tinder this Agreement by providing notice to the Executive in accordance with
this Section 6.1.

         

        6.2            Indemnification. The
Company shall indemnify the Executive and hold him harmless, to the maximum
extent permitted by applicable law, from and against all loss, damage,
liability, costs, charges and expenses, including reasonable attorney's fees and
costs, incurred or sustained by him in connection with any action, suit or
proceeding to which the Executive may be made a party by reason of his being,
from and after the date hereof, an officer or director of the Company or of any
subsidiary or affiliate of the Company.

         

        6.3            Entire Agreement.
This Employment Agreement contains the entire agreement between the parties with
respect to the subject matter hereof and supersedes all prior agreements,
written or oral, with respect thereto.

         

        6.4            Waivers and
Amendments. This Employment Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance. No delay on the part of any
party in exercising any right, power or privilege hereunder shall operate as a
waiver thereof, nor shall any waiver on the part of any party of any right,
power or privilege hereunder, nor any single or partial exercise of any right,
power or privilege hereunder preclude any other or thither exercise thereof or
the exercise of any other right, power or privilege hereunder. Notwithstanding
anything herein to the contrary, the Company may amend this Employment Agreement
at any time, retroactively or otherwise, without the Executive's consent, if
necessary or desirable to comply with Section 409A of the Code, and regulations
and other guidance of general applicability that are issued
thereunder.

         

        6.5            Governing Law. This
Employment Agreement shall be governed by and construed and enforced in
accordance with and subject to, the laws of the State of New York applicable to
agreements made and to be performed entirely within such state.

         

        6.6            Arbitration. Except
for disputes arising out of an alleged violation of the covenants set forth in
Section 5 of this Employment Agreement, any dispute or controversy arising under
or in connection with this Employment Agreement shall be resolved by binding
arbitration, which shall be held in New York, New York in accordance with the
following procedure:

         

                (a) The
Executive shall appoint an employment arbitrator from the pool of arbitrators
registered as employment arbitrators with the American Arbitration Association
("Employment Arbitrator") and the Company shall appoint an Employment Arbitrator
and the Executive's appointed Employment Arbitrator and the Company's appointed
Employment Arbitrator shall mutually agree upon a single Employment
Arbitrator.

         

                (b) The
arbitration hearing shall be held within 15 days (or as soon thereafter as
possible) after the picking of the arbitrator. No continuance of said hearing
shall be allowed without the mutual consent of the Executive and the Company.
Absence from or nonparticipation at the hearing by either party shall not
prevent the issuance of an award. Hearing procedures which will expedite the
hearing may be ordered at the arbitrator's discretion, and the arbitrator may
close the hearing in his or her sole discretion when he or she decides he or she
has heard sufficient evidence to satisfy issuance of an award.

         

                (c) The
arbitrator's award shall be rendered as expeditiously as possible. The award of
the arbitrator shall be final and binding upon the parties. The award may be
enforced in any appropriate court as soon as possible after its rendition. If an
action is brought to confirm the award, both the Company and the Executive agree
that no appeal shall be taken by either party from any decision rendered in such
action.

         

                (d) The
prevailing party in any arbitration between the Company and the Executive with
respect to this Employment Agreement shall be entitled to an award of the fee of
the arbitrator borne by such party and all necessary expenses of the hearing
borne by such party (including all attorneys' fees and disbursements incurred by
such party in pursuing such claim), including stenographic reporter, if
employed.

         

                (e) The
Company shall reimburse the Executive for the Executive's reasonable out of
pocket costs and expenses incurred in connection with traveling to New York, New
York to conduct such arbitration proceeding, upon presentation of such
supporting documentation as the Company may require.

                        

                        6.7           Assignment. This
Employment Agreement, and the Executive's rights and obligations hereunder, may
not be assigned by the Executive or the Company except with the other party's
prior written consent.

         

        6.8            Counterparts. This
Employment Agreement may be executed in two or more counterparts, each of which
shall be deemed an original but all of which together shall constitute one and
the same instrument.

         

        6.9            Headings. The
headings in this Employment Agreement are for reference purposes only and shall
not in any way affect the meaning or interpretation of this Employment
Agreement.

         

        6.10            Severability. If any
term, provision, covenant or restriction of this Employment Agreement, or any
part thereof, is held by a court of competent jurisdiction of any foreign,
federal, state, county or local government or any other governmental, regulatory
or administrative agency or authority to be invalid, void, unenforceable or
against public policy for any reason, the remainder of the terms, provisions,
covenants and restrictions of this Employment Agreement shall remain in full
force and effect and shall in no way be affected, impaired or
invalidated.

         

         

        IN
WITNESS WHEREOF, the parties have executed this Employment Agreement the date
first above written.

         

        PERKINS
& MARIE CALLENDER’S INC.

        


        By: /s/
Joseph F. Trungale

        Name:
Joseph F. Trungale

        Title:
President and Chief Executive Officer

        


        /s/ Pete
Pascuzzi

        Pete
Pascuzzi