Exhibit 10.2


 


EXECUTIVE
EMPLOYMENT AGREEMENT


 


EXECUTIVE EMPLOYMENT AGREEMENT (the “Agreement”),
by and between Real Mex Restaurants, Inc., a Delaware corporation (the “Company”),
and Steven Tanner (the “Executive”). 
Capitalized terms used herein but not otherwise defined have the meaning
set forth in Section 1.1 hereof.


 


WHEREAS, the Company wishes to employ Executive, and Executive wishes
to accept such employment, each upon the terms and conditions set forth in this
Agreement.


 


NOW, THEREFORE, in consideration of the mutual undertakings contained
herein and other good and valuable consideration, the receipt and sufficiency
of which is hereby acknowledged, the parties hereto agree as follows:


 


ARTICLE I



Definitions


 


1.1           Definitions. 
As used herein, the following terms shall have the following meanings.


 


“Affiliate” shall mean, as to any Person, any other Person which
directly or indirectly controls, or is under common control with, or is
controlled by, such Person.  As used in
this definition, “control” (including, with its correlative meanings, “controlled
by” and “under common control with”) shall mean possession, directly or
indirectly, of power to direct or cause the direction of management or policies
(whether through ownership of securities or partnership or other ownership
interests, by contract or otherwise).


 


“Board” means the board of directors of the Company.


 


“Cause” means (i) the commission of a felony or a crime by
Executive involving moral turpitude or the commission of any other act or omission
by Executive involving dishonesty, disloyalty or fraud with respect to any
member of the Company Group, (ii) conduct by Executive which brings any
member of the Company Group into substantial public disgrace or disrepute, (iii) failure
by Executive to perform material duties as reasonably directed by the President
and Chief Executive Officer of the Company or the 


 

















Board and, if susceptible to remedy or cure, is not
cured or remedied and continues for fifteen (15) days after the President and
Chief Executive Officer of the Company or the Board has given written notice to
the Executive specifying in reasonable detail the manner in which Executive has
continued to fail to perform his duties, (iv) gross negligence or willful
misconduct by Executive with respect to any member of the Company Group, or (v) any
breach of a material provision of this Agreement by Executive that is not
susceptible to remedy or cure, or if susceptible to remedy or cure, is not
cured or remedied and continues for fifteen (15) days after the Board has given
written notice to Executive specifying the manner in which Executive has
breached this Agreement.


 


“Company Group” means, collectively, the Company and its
Subsidiaries and any successors thereto.


 


“Employment Period” has the meaning set forth in Section 2.1.


 


 “Permanent Disability”
means either (i) Executive is or (ii) in the good faith determination
of the Board, Executive will likely be unable to substantially perform, by
reason of illness, accident, injury, physical or mental incapacity or other
disability, his duties or obligations under this Agreement for a period of
ninety (90) consecutive days or for shorter periods aggregating 120 days during
any period of twelve (12) consecutive months; provided, that such disability constitutes
a disability for purposes of Section 409A.


 


“Person” means an individual, a partnership, a corporation, an
association, a joint stock company, a limited liability company, a trust, a
joint venture, an unincorporated organization or a governmental entity or any
department, agency or political subdivision thereof.


 


“Subsidiary” means, with respect to any Person, any corporation,
partnership, association or other business entity of which (i) if a
corporation, a majority of the total voting power of shares of stock entitled
(without regard to the occurrence of any contingency) to vote in the election
of directors, managers or trustees thereof is at the time owned or controlled,
directly or indirectly, by that Person or one or more of the other Subsidiaries
of that Person or a combination thereof, or (ii) if a partnership,
association or other business entity, a majority of the partnership or other
similar ownership interests thereof is at the time 


 


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owned or controlled, directly or indirectly, by any
Person or one or more Subsidiaries of that Person or a combination
thereof.  For purposes hereof, a Person
or Persons shall be deemed to have a majority ownership interest in a
partnership, association or other business entity if such Person or Persons
shall be allocated a majority of partnership, association or other business
entity gains or losses or shall be or control the managing director or general
partner of such partnership, association or other business entity.


 


ARTICLE II


 


Employment


 


2.1           Employment. 
The Company agrees to employ Executive, and Executive hereby accepts
employment with the Company and such other members of the Company Group as the
Board shall determine, upon the terms and conditions set forth in this
Agreement for the period beginning on January 1, 2008 (the “Commencement
Date”) and ending as provided in Section 2.4 (the “Employment
Period”).


 


2.2           Position and Duties.


 


(a)           Commencing on the date hereof and continuing during the
Employment Period, Executive shall serve as Executive Vice President and Chief
Financial Officer of each of the Company and such other members of the Company
Group as the Board shall determine and shall have the typical duties,
responsibilities and authority of a Person serving in such capacities in an
organization of similar size and structure as the Company, subject in each
instance to the supervision and direction of the Chief Executive Officer of the
Company, Board or such other Person as the Board may designate.  Executive shall report directly to the
President and Chief Executive Officer of the Company or to such other Person as
the Board may designate.


 


(b)           Executive shall devote his best efforts and his full
business time and attention (except for permitted vacation periods and
reasonable periods of illness or other incapacity) to the business and affairs
of the Company Group and the performance of Executive’s duties as Executive
Vice President and Chief Financial Officer of the Company and such other members
of the Company Group as the Board shall determine.  The Executive shall perform his duties and
responsibilities to the best of his abilities in a diligent, trustworthy,
businesslike and efficient manner.


 


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2.3           Base Salary, Bonus and Benefits.


 


(a)           During the Employment Period, Executive’s total base
salary shall be $296,587 per annum or such greater amount as the Board shall
determine, from time to time, in its sole discretion (the “Base Salary”),
which salary shall be payable in regular installments in accordance with the
Company’s general payroll practices and shall be subject to customary
withholding.  The Company will review the
Executive’s total base salary annually.


 


(b)           During the Employment Period, Executive
shall be eligible to receive an annual (based on the Company’s fiscal year)
bonus of up to 50% of his Base Salary (the “Bonus”).  The Bonus shall be based upon the Company’s
annual financial results, as reflected in its audited financial statements, and
shall consist of a single lump sum cash payment payable within thirty (30) days
after the completion of the Company’s audited annual financial statements, but
in no event later than 2 1⁄2 months after the end of the Company’s fiscal
year.  The Bonus shall be determined as
follows:  Within a mutually agreeable
time period prior to the beginning of each fiscal year of the Company,
Executive shall submit to the Board for its approval the Company’s operational
plan, including a fiscal budget, for the next fiscal year of the Company.  The Board shall establish financial targets
and set conditions each year based on the approved operational plan (a “Bonus
Plan”).  The financial targets and
conditions established for Executive’s Bonus shall be consistent with those
established for other senior executives of the Company.  Executive shall receive the percentage of the
maximum Bonus specified by the applicable Bonus Plan, depending on whether the
Company attains all or a portion of the financial targets established, and
meets all of the conditions set under such Bonus Plan for that year.  Any of the Company’s financial results that
are used to calculate a Bonus shall be taken only from the Company’s audited
financial statements for the applicable year.


 


(c)           During the Employment Period,
consistent with past custom and practice, Executive shall be entitled to (i) participate
in all of the Company Group’s employee benefit programs for which senior
executive employees of the Company Group are generally eligible, including, if
offered by the Company to such executives, medical surgical, hospitalization,
dental, worker’s compensation 


 


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insurance and disability
coverage, (ii) four (4) weeks of paid vacation each year, (iii) the
payment by the Company, or such other member of the Company Group as the Board
shall determine to the Executive of a car allowance of $700 a month, payable no
less frequently than quarterly, plus reimbursement of all reasonable,
documented expenses related to the operation of an automobile, including
repairs, maintenance, insurance and registration fees and (iv) such other
benefits as the Board may from time to time determine.  The benefits described in Section 2.3(c)(i)-(iv) above
are collectively referred to herein as the Executive’s “Benefits.”


 


2.4           Term; Severance Payments; Release.


 


(a)           The Employment Period shall end four years from the
Commencement Date, subject to earlier termination (i) by reason of
Executive’s death or Permanent Disability, (ii) by resolution of a
majority of the directors of the Board, terminating Executive’s employment
hereunder, with or without Cause or (iii) upon Executive’s voluntary
resignation.


 


(b)           If the Employment Period is terminated by the Board for
Cause the Executive shall be entitled to his Base Salary and Benefits up to the
date of termination, but shall not be entitled to any further Base Salary or
Benefits or any then unpaid Bonus for that fiscal year, any prior year, or any
future year, or to any severance compensation of any kind, nature or amount.


 


(c)           If Executive’s employment is terminated as a result of his
death or Permanent Disability, the Company shall pay or cause to be paid to
Executive or his Estate, as applicable, (i) unpaid Base Salary and Benefits
up to the date of such termination, (ii) any previously awarded but unpaid
Bonus, and (iii) such prorated Bonus for the fiscal year in which the
termination occurs as the Board shall determine in good faith on a basis
consistent with past custom and practice, payable in substantially equal
installments over the same one-year period as severance payments under Section 2.4(d);
and neither Executive nor his Estate shall be entitled to any further Base
Salary, Benefits or Bonus for that year or any future year, or to any severance
compensation of any kind, nature or amount.


 


(d)           Subject to paragraph 2.4(e), if the Employment Period is
terminated by the Board without Cause, Executive shall be entitled to (i) unpaid
Base Salary and Benefits up to the date of such 


 


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termination and (ii) for a period of one (1) year following
the date of such termination (the “severance period”), severance payments equal
in the aggregate to his annual Base Salary (payable in accordance with the
terms of Section 2.4(f) below). 
Until the earlier of the end of the severance period and such time as
Executive begins to receive medical benefits other than those contemplated
herein, Executive shall continue to participate at the Company’s cost in the
Company’s medical plan on a level no less favorable than that enjoyed by the
Executive at the time of his termination.  
In the event that (i) the Company shall be precluded under its
existing policy from providing such coverage to Executive or (ii) Executive
would no longer be eligible for continuation coverage under Section 4980B
of the Code (“COBRA”) during the severance period and the provision of
coverage would be subject to Section 409A, the Company shall pay Executive
a cash payment on the first payroll date of each month an amount equal to the
COBRA cost for medical coverage under the Company’s health, less the amount
that the Executive would be required to contribute for such medical coverage as
if Executive were an active employee of the Company.  Executive shall not be entitled to any
further Base Salary, Benefits or then unpaid Bonus for that year, any prior
year, or any future year, or to any further severance compensation of any kind,
nature or amount except as herein provided.


 


(e)           Executive agrees that Executive shall be entitled to the
payments provided for in Section 2.4(d) if and only if Executive has
not materially breached as of the date of termination of the Employment Period
the provisions of Sections 2.5, 2.6 and 2.7 hereof or the obligations set forth
in Annex A to Executive’s Stock Option Grant Agreement, and does not breach
such Sections or other obligations at any time during the severance period, and
the Company will be relieved of any obligation to make such payments during any
portion of the severance period in which the Executive is in breach of any such
obligation; provided that the Company will resume making such payments to
Executive during the severance period at such time as the Board determines in
good faith that any such breach has ceased or otherwise been cured.


 


(f)            Any severance payments pursuant, to Section 2.4(d) shall
be made in installments on the payment dates on which Executive’s Base Salary
would have otherwise been paid if 


 


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the Employment Period had continued (net of any withholding taxes), and
as of the date of the final such payment none of the Company or any other
member of the Company Group shall have any further obligation to Executive
pursuant to this Section 2.4 except as provided by law.


 


(g)           Executive hereby agrees that no severance compensation of
any kind, nature or amount shall be payable to Executive in connection with any
termination of the Employment Period, except as expressly set forth in this Section 2.4,
and Executive hereby irrevocably waives any claim for any other severance
compensation.


 


(h)           Executive acknowledges and agrees that notwithstanding
anything to the contrary set forth above, no payments shall be made to the
Executive by the Company following any termination of this Agreement unless, if
so requested by the Company, Executive executes, does not revoke, and delivers
to the Company, within 60 days following Executive’s termination of employment,
a release in form satisfactory to the Company pursuant to which Executive
releases and forever discharges the Company, its then or former parents,
subsidiaries and affiliates, their respective predecessors and successors, and
their respective officers, employees, agents, and directors, from all claims or
actions of any kind arising on or before the date of termination.  This general release and waiver shall
include, but not be limited to, all claims or actions arising out of, or
relating in any way to the Executive’s employment with the Company, including
any claim for compensation, or any claim of discrimination under any state,
federal or local law or regulation, including under the Age Discrimination in
Employment Act of 1967, as amended, or any claim for wrongful termination,
breach of contract, breach of covenant of good faith and fair dealing,
negligence or intentional infliction of emotional distress, misrepresentation
or defamation.  If Executive maintains,
or participates in any claim or action, in any court or agency, based wholly or
partially upon a claim or action Executive has released or waived under this
Agreement, Executive agrees to pay all expenses and costs (including reasonable
attorney’s fees) incurred by the Company and those associated with the Company
in defense of such claim or action.  This
release shall not be construed as a waiver of any rights executive has under
any pension or other benefit plan maintained by the Company for its employees
generally or any rights of indemnification provided by 


 


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the Company’s Certificate of Incorporation and Bylaws for services
rendered as an officer or director of the Company.


 


2.5           Confidential Information.  The Executive acknowledges that- he may have
access to certain confidential, non-public and proprietary information (the “Confidential
Information”), concerning the Company and other members of the Company
Group and their respective officers, directors, shareholders, employees, agents
and representatives and agrees that: (i) unless pursuant to prior written
consent by the Board (which shall not be unreasonably withheld), the Executive
shall not disclose any Confidential Information or the provisions of this
Agreement to any third party, unless compelled by court order or subpoena, in
which case Executive shall (A) immediately notify the Company of any such
court order or subpoena in order to enable the Company to contest such court
order or subpoena, (B) fully cooperate with any efforts by the Company to
limit the extent of such disclosure and (C) disclose only so much of such
confidential information as is necessary to comply with such court order or
subpoena; (ii) the Executive shall treat as confidential all Confidential
Information and shall take reasonable precautions to prevent unauthorized
access to the Confidential Information; (iii) the Executive shall not use
the Confidential Information in any way detrimental to the Company or any other
member of the Company Group and shall use the Confidential Information for the
exclusive purpose of effecting his duties of employment with the Company; and (iv) the
Executive agrees that the Confidential Information obtained during his
employment with the Company shall remain the exclusive property of the Company
and any other member of the Company Group, and the Executive shall promptly
return to the Company all material which incorporates, or is derived from, all
such Confidential Information immediately following the date of
termination.  It is hereby agreed that
Confidential Information does not include information generally available and
known to the public or obtained from a source not bound by a confidentiality
agreement with any member of the Company Group.


 


2.6           Inventions and Patents.  The Executive hereby agrees that all inventions,
innovations or improvements in the method of conducting the business (including
improvements, ideas and discoveries, whether patentable or not) of the Company
or any other member of the Company Group whether prior to, 


 


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the date hereof or thereafter, in each case conceived or made by him in
the course of his employment with the Company, belong to the Company and such
other member of the Company Group, except for such inventions, innovations and
improvements that have become part of the public domain and are not entitled to
statutory or common law protection.  The
Executive will promptly disclose such inventions, innovation or improvements to
the Board and perform all actions reasonably requested by the Board to
establish and confirm such ownership by the applicable member of the Company
Group.


 


2.7           Noncompete, Nonsolicitation.


 


(a)           The Executive acknowledges that in the course of his
employment with the Company or any other member of the Company Group he has
become familiar, and he will become familiar, with the Company Group’s trade
secrets and with other Confidential Information and that his services have been
and will be of special, unique and extraordinary value to the Company
Group.  Therefore, the Executive agrees
that, (1) during the time he is employed by the Company or any other
member of the Company Group and (ii) during the severance period (the “Noncompete
Period”), the Executive shall not directly or indirectly own, manage,
control, participate in, consult with, render services for, or in any manner
engage in, any business competing directly or indirectly with the business of
the Company Group (as defined below), within any metropolitan area in which any
member of the Company Group engages or has definitive plans to engage in such
business as of the date of termination by the Company Group; provided, that the
Executive shall not be precluded from purchasing or holding publicly-traded
securities of any such entity so long as the Executive shall hold less than 2%
of the outstanding units of any such class of securities and has no active
participation in the business of such entity. 
At the Company’s option, the Noncompete Period shall be extended for up
to one (1) additional year provided that the Company extend the severance
period for a corresponding period.  As
used in this Section 2.7(a) the business of the Company Group means
the ownership, management, operation, or franchising of restaurants, canteens,
cafeterias, kiosks and other food service operations featuring Mexican food and
the manufacture and distribution of Mexican food products.


 


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(b)           During the Noncompete Period, the Executive shall not
directly or indirectly (i) induce or attempt to induce any employee of the
Company or any other member of the Company Group to leave the employ of the
Company or such other member of the Company Group, (ii) hire any person
who was an employee of the Company or any other member of the Company Group at
any time during the Executive’s employment with the Company or any, other
member of the Company Group except for such employees whose employment has been
terminated for at least six months, or (iii) induce or attempt to induce
any customer, supplier, licensee, licensor, franchisee, franchisor or other
business relation of the Company or any other member of the Company Group to
cease doing business with the Company or such other member of the Company
Group.


 


(c)           The Executive agrees that (i) the covenants set forth
in this Section 2.7 are reasonable in geographical and temporal scope and
in all other respects, (ii) the Company would not have entered into this
Agreement but for the covenants of the Executive contained herein, and (iii) the
covenants contained herein have been made in order to induce the Company to
enter into this Agreement.


 


(d)           If, at the time of enforcement of this Section 2.7, a
court shall hold that the duration, scope or area restrictions stated herein
are unreasonable under circumstances then existing, the parties agree that the
maximum duration, scope, or area reasonable under such circumstances shall be
substituted for the stated duration, scope or area and that the court shall be
allowed to revise the restrictions contained herein to cover the maximum
period, scope and area permitted by law.


 


2.8           Compliance with Section 409A.


 


(a)           This Agreement shall be interpreted to avoid any penalty
sanctions and adverse tax consequences under Section 409A.  If any payment or benefit cannot be provided
or made at the time specified herein without incurring penalty sanctions or
adverse tax consequences under Section 409A, then such benefit or payment
shall be provided in full at the earliest time thereafter when such sanctions
and adverse tax consequences will not be imposed.  All payments to be made upon a termination of
employment under this Agreement may only be made upon a “separation from
service” as that term is 


 


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defined for purposes of Section 409A.  In no event may the Executive, directly or
indirectly, designate the calendar year of payment.


 


(b)           To the maximum extent permitted under Section 409A,
the severance payments payable under this Agreement are intended to comply with
the “short-term deferral exception” under Section 409A and any remaining
amount is intended to comply with the “separation pay exception” under Section 409A.  For purposes of applying the provisions of Section 409A
to this Agreement, each separately identified amount to which the Executive is
entitled under this Agreement shall be treated as a separate payment.  In addition, to the extent permissible under Section 409A,
any series of installment payments under this Agreement, including any payment
pursuant to the Company’s regular payroll practices, shall be treated as a
right to a series of separate payments.


 


(c)           Notwithstanding anything to the contrary in this Agreement,
if Executive is a “specified employee” at the time of his separation from
service for purposes of Section 409A (as determined by the Company), no
payment shall be made on account of such separation from service before the
date that is six months after Executive’s separation from service (or, if
earlier, the date of Executive’s death) if and to the extent that such payment
or benefit constitutes deferred compensation (or may be nonqualified deferred
compensation) under Section 409A and such deferral is required to comply
with the requirements of Section 409A. 
Any payment or benefit delayed by reason of the prior sentence shall be
paid out or provided in a single lump sum at the end of such required delay
period in order to catch up to the original payment schedule.


 


(d)           Notwithstanding anything to the contrary in this
Agreement, all reimbursements and in kind benefits provided under this
Agreement shall be made or provided in accordance with the requirements of Section 409A,
including, where applicable, the requirement that (i) any reimbursement is
for expenses incurred during Executive’s lifetime (or during a shorter period
of time specified in this Agreement), (ii) the amount of expenses eligible
for reimbursement, or in kind benefits provided, during a calendar year may not
affect the expenses eligible for reimbursement, or in kind benefits to be
provided, in any other calendar year, (iii) the reimbursement of an
eligible expense will be made on or before the 


 


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last day of the calendar year following the year in which the expense
is incurred, and (iv) the right to reimbursement or in kind benefits is
not subject to liquidation or exchange for another benefit.


 


ARTICLE III


 


Miscellaneous


 


3.1           Executive’s Representations.  Executive hereby represents and warrants to
the Company that (i) the execution, delivery and performance of this
Agreement by the Executive does not and shall not conflict with, breach,
violate or cause a default under any contract, agreement, instrument, order,
judgment or decree to which Executive is a party or by which he is bound, (ii) the
Executive is not a party to or bound by any employment agreement, consulting or
service agreement, noncompete agreement or confidentiality agreement with any
other person or entity, and (iii) upon the execution and delivery of this
Agreement by the Company, this Agreement shall be the valid and binding
obligation of the Executive, enforceable in accordance with its terms.  The Executive hereby acknowledges and
represents that he has consulted with independent legal counsel regarding his
rights and obligations; under this Agreement and that he fully understands the
terms and conditions contained herein.


 


3.2           Survival. 
Sections 2.4, 2.5, 2.6 and 2.7 and Sections 3.1 through 3.12 shall
survive and continue in full force in accordance with their terms
notwithstanding any termination of the Employment Period.


 


3.3           Notices.  All
notices, demands or other communications to be given or delivered under or by
reason of the provisions of this Agreement will be in writing and will only be
deemed to have been given when delivered personally, sent via a nationally
recognized overnight courier, or sent via facsimile to the recipient.  Such notices, demands and other communications
will be sent to the address indicated below:


 


	
  To
  the Company:

  
	
   

  
	
  To
  the Executive:

  



 


 


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or
such other address or to the attention of such other person as the recipient
party shall have specified by prior written notice to the sending party.


 


3.4           Severability. 
Whenever possible, each provision of this Agreement will be interpreted
in such manner as to be effective and valid under applicable law, but if any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or any other jurisdiction, but this Agreement will be reformed, construed and
enforced in such jurisdiction as if such invalid, illegal or unenforceable
provision had never been contained herein.


 


3.5           Complete Agreement. 
This Agreement embodies the complete agreement and understanding among
the parties and supersede and preempt any prior understandings, agreements or
representations by or among the parties, written or oral.


 


3.6           Counterparts. 
This Agreement may be executed in separate counterparts, each of which
is deemed to be an original and all of which taken together constitute one and
the same agreement.


 


3.7           Successors and Assigns.  Except as otherwise provided herein, all
covenants and agreements contained in this Agreement shall bind and inure to
the benefit of and be enforceable by Executive, the Company and their
respective successors and assigns. 
Notwithstanding anything to the contrary contained herein, the Company
shall have the right to assign any and/or all of its rights and obligations
under this Agreement (i) to one or more other members of the Company Group;
provided, however that no such assignment by the Company shall
relieve the Company of its obligations hereunder in the event that any such
obligations are not satisfied by the other members of the Company Group and (ii) in
connection with the sale of the Company, whether by merger, consolidation,
reorganization, sale of all or substantially all of the Company’s assets, or
sale of a majority of the outstanding shares of the Company’s stock or
otherwise.


 


3.8           No Strict Construction.  The language used in this Agreement will be
deemed to be the language chosen hereto by the parties hereto to express their
mutual intent, and no rule of strict construction shall be applied to this
Agreement.


 


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3.9           Descriptive Headings.  The descriptive headings of this Agreement
are inserted for convenience only and do not constitute a part of this
Agreement.


 


3.10         Governing Law. 
All questions concerning the construction, validity and interpretation
of this Agreement and the exhibits and schedules hereto will be governed by and
construed in accordance with the domestic laws of the State of Delaware,
without giving effect to any choice of law or conflict of law provision or rule (whether
of the State of Delaware or any other jurisdiction) that would cause the
application of the laws of any jurisdiction other than the State of Delaware.


 


3.11         Remedies.  Each
of the parties to this Agreement will be entitled to enforce its rights, under
this Agreement specifically, to recover damages caused by any actual or
threatened breach or violation of any provision of this Agreement and to
exercise all other rights existing in its favor.  The parties hereto agree and acknowledge that
money damages may not be an adequate remedy for any actual or threatened breach
of the provisions of this Agreement and that, in addition to any other remedies
available under applicable law, any party may in its sole discretion apply to
any court of law or equity of competent jurisdiction (without posting any bond
or deposit) for specific performance and/or other injunctive relief in order to
enforce or prevent any violations of the provisions of this Agreement.


 


3.12         Amendment and Waiver. 
The provisions of this Agreement may be amended and waived only with the
prior written consent of the Company and Executive.


 


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IN WITNESS WHEREOF, the parties hereto have executed this Executive
Employment Agreement as of the dates set forth below.


 


	
   

  	
   

  	
   

  	
  REAL
  MEX RESTAURANTS, INC.

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  2/28/08

  	
   

  	
  By:
  

  	
  /s/
  Frederick Wolfe

  	
   

  
	
   

  	
   

  	
   

  	
  Name:

  	
  Frederick
  Wolfe

  
	
   

  	
   

  	
   

  	
  Title:
  

  	
  Chief
  Executive Officer

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Dated:

  	
  2/28/08

  	
   

  	
   

  	
  /s/
  Steven Tanner

  	
   

  	 

	
   

  	
   

  	
   

  	
  Steven
  Tanner