Employment Agreement of Gregory S. Levin



 Exhibit 10.1 
  
 Greg Levin 
  

	Re:	Employment Agreement 

  
 Dear Greg: 
  
 This letter
outlines the terms of your employment (the “Agreement”) with BJ’s Restaurants Inc. (the “Company”). Your employment will begin on September 6, 2005 (the “Effective Date”), contingent upon the results of a
background investigation and your acceptance of these terms. 
  
 1. Duties. Company will employ you as Chief Financial Officer. In that capacity, you will perform such duties as the Company, in the exercise of its sole discretion, deems appropriate for that position. You will report to the Company’s
Chief Executive Officer (CEO). 
  
 2. Salary. You will receive a
bi-weekly salary of $9,615.38, which annualizes to a yearly salary of $250,000 payable in accordance with the Company’s payroll policies, as such policies may change from time to time (the “Salary”). Your salary is subject to
modification during your employment in accordance with the Company’s practices, policies and procedures and your performance. Your cash bonus percentage opportunity will be at 35% of your salary, with such cash bonus opportunity to be
calculated on the basis of an entire fiscal year’s performance, with any fiscal 2005 cash bonus to be prorated to the Effective Date. Your cash bonus opportunity will be driven by the degree of the Company’s achievement of its net income
goal for the year (approximately 80%) and the degree of your achievement, as determined by the CEO in his sole and absolute judgment, of certain key initiatives and objectives agreed upon by you and the CEO (approximately 20%). These approximate
percentage components may change in subsequent fiscal years. If the Company terminates your employment without cause, on or after September 1, 2005, you will be eligible to receive a severance payment of six (6) months salary and, if you
are not covered by any other comprehensive group medical insurance plan, the Company will also pay you an amount equivalent to your COBRA payments for a period of six (6) months. Any severance amounts paid will be based upon your then current
salary at the time employment ends and will be paid in a lump sum, less applicable withholdings. 
  
 3. Cause. For the purpose of the severance payment provision in this Agreement only, “Cause” shall mean 
  
 (i) an act or acts of dishonesty undertaken by you and intended to result in material
personal gain or enrichment of you or others at the expense of the Company; 
  
 (ii) gross misconduct that is willful or deliberate on your part and that, in either event, is materially injurious to the Company; 
  
 (iii) your conviction of a felony; or 
  
 (iv) the material breach of any terms and conditions of this Agreement by you, which breach has not been cured by you within 30 days after written notice thereof to you
from the Company. 
  
 The cessation of employment by you shall not be deemed to be
for Cause unless and until there shall have been delivered to you a written notice thereof by the CEO, after reasonable notice to you and an opportunity for you, together with your counsel, to be heard before the CEO, finding that, in the good faith
opinion of the CEO, one or more causes for termination exist under this agreement and specifying the particulars thereof in detail. Any disputes as to whether Cause to dismiss you exists shall be resolved by arbitration conducted in Orange County,
California in accordance with the rules of the American Arbitration Association and by a single arbitrator reasonably acceptable to both you and the Company. In the event of termination for Cause, you will be entitled to receive such unpaid Salary,
accrued vacation pay, and any other unpaid benefits as may have accrued under this Agreement through and on the date of your termination, but not any prorated cash bonus. You will also be permitted to exercise any vested stock options, in accordance
with the terms of the stock option plan under which the options were granted, and to extend your group medical insurance coverage at your own expense for up to 18 months following your termination date or the maximum term allowable by then
applicable law for coverage of you and your eligible dependents, but you will not be entitled to any other salary, benefits, cash bonuses or other compensation after such date. 







 4. Stock Options. Subject to applicable securities laws and the approval of the Company’s Board of
Directors, you shall be granted an option to purchase 100,000 shares of the Company’s common stock, at a per share exercise price equal to the closing fair market value of the Company’s common stock on the date of grant, which will be the
Effective Date of your employment with Company, pursuant to the Company’s 2005 Equity Incentive Plan. Vesting for this nonqualified stock option grant will be 20% for each year, beginning with the first anniversary of the Effective Date, over a
total of five (5) years. You will be eligible for additional stock option grants from time to time at the discretion of the Board of Directors. 
  
 5. Other Benefits. You shall be entitled to participate in any benefit plan that the Company may offer to its employees from time to time, according to
the terms of such plan, including, but not limited to, the Company’s group medical insurance program, which will become effective the first of the month following 90 days from your Effective Date, and the Company will cover 100% of the expense
for medical insurance for you and your dependents, but not for any taxable income realized by you as a result of that reimbursement. The Company will reimburse any COBRA expense incurred during the first 90 days for you and any dependents currently
covered. Nothing contained in this Agreement shall affect the right of Company to terminate or modify any such plan or agreement, or other benefit, in whole or in part, at any time and from time to time. You will also receive a monthly
nonaccountable automobile allowance of $1,000, less applicable withholdings. A Company-provided credit card, a cell phone and laptop will be issued to you for Company business purposes. 
  
 6. Vacation. Vacation shall be accrued at a rate of three (3) weeks per year. Sick leave shall accrue and will be
treated in accordance with the Company’s policies and procedures as may be amended from time to time. 
  
 7. Trade Secrets/Confidentiality. You hereby acknowledge that, as a result of your position with the Company, the Company will give you access to the
Company’s proprietary and confidential information and trade secrets. Therefore, as a condition of your employment and the Company’s disclosing such proprietary and confidential information to you, you agree to sign and be bound by a Trade
Secrets/Confidentiality Agreement. 
  
 8. You will be required to
comply with the Company’s policies and procedures, as they may be constituted from time to time. Notwithstanding, the terms set forth in this Agreement or any other written fully executed agreement between you and the Company shall prevail over
conflicting Company policies and procedures. 
  
 9. Severability.
If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision which was determined to be
void, illegal, or unenforceable had not been contained herein. 
  
 10. Reimbursement. Employee shall be reimbursed for his reasonable legal fees incurred in connection with negotiating and drafting this agreement, up to a maximum of $3,000. 
  
 11. By singing this letter, you acknowledge that the terms described in this letter set forth the entire understanding
between the parties concerning the terms of your employment and supersedes all prior representations, understandings and agreements, either oral or in writing, between the parties hereto with respect to the terms of your employment by the Company
and all such prior representations, understandings and agreements, both oral and written, are hereby terminated. However, nothing in this paragraph is intended to, nor does it, effect additional written agreements entered into by the parties
contemporaneous with or subsequent to this agreement, including, without limitation, the Trade Secrets/Confidentiality Agreement referenced in Paragraph 6 above. Nothing in this letter constitutes a guarantee of employment for any period of time,
nor does it limit your right, or the right of the Company to end your employment with the Company at any time, for any reason. No term or provision of this letter may be amended, waived, released, discharged or modified except in writing, signed by
you and an authorized officer of the Company. 







 Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of
this letter and returning it to me as soon as possible. 
  
 Sincerely, 

 
 J William Streitberger 
 Chief People Officer 
  
 I accept the above offer
of employment with BJ’s Restaurants Inc. on the terms described in this letter. 
  

					
			
	  	 	 	 	  
	Name: Greg Levin	 	 	 	Date: