Unassociated Document


    

      EXHIBIT
        10.2

       

      


      


      June
        1,
        2005

       

      


      Mr.
        Gerald Leneweaver

      108
        Maple
        Street

      Scituate,
        MA 02066

      


      Dear
        Gerry:

      


      I
        am
        pleased to confirm our offer of employment made to you for the position of
        Vice
        President, People Services for Rubio’s Restaurants, Inc. (Rubio’s) reporting
        directly to me under the terms and conditions outlined below:

      


      Start
        Date:
        To be
        mutually agreed upon, and as soon as feasible. Date: ___________________
        

      


      Base
        Salary:
        An
        annual rate of $210,000 paid biweekly at a rate of $8,076.92 and subject
        to
        withholdings and deductions as required by law. Your salary will be reviewed
        annually and may be adjusted based on such review.

      


      Bonus
        Plan:
        For the
        current Fiscal year, you will be eligible to participate in the 2005 Vice
        President Level Bonus Plan at a rate of up to 25% of your base salary with
        an
        additional prorated portion of 1.5% of any earnings in excess of our EPS
        target
        as described in the plan. The bonus plan will be adjusted if changes are
        made to
        GAAP or accounting principles permitted by SEC rules. Bonus will be prorated
        by
        the number of months you are employed with Rubio’s for 2005. Bonuses are paid
        post completion of the audited annual financial results; typically no later
        than
        mid-March of the new calendar year. Bonus objectives are based solely on
        EPS
        performance. 

      


      You
        may
        also participate in other bonus or incentive plans adopted by Rubio’s that are
        applicable to your position. Bonus criteria for each subsequent year will
        be
        mutually determined within a reasonable period of time at the close of each
        fiscal year.

      


      Automobile
        Allowance:
        Included
        as part of your base salary, you will be given a yearly car allowance of
        $10,000
        plus mileage expense reimbursement (currently $.15/mile).

      


      Stock
        Options:
        Stock
        Options for 75,000 shares of Rubio’s Restaurants, Inc. common stock, pursuant
        and subject to Rubio’s 1999 Stock Incentive Plan, will be granted to you on your
        Start Date at the day’s closing market price. They will vest at 33.33% at the
        end of the first year, 33.33% at the end of the second year, and the final
        33.33% at the end of the third year from the date of the option grant. 
        You
        will be eligible for discretionary annual option grants and incentive option
        grants in the future. 

      


      Vacation:
        15 days
        per year accrued pro-rata on a monthly basis.

      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Gerry
              Leneweaver

            6/1/2005

            Page
              2 of
              4

          

        

      

       

      Health
        Plans:
        You
        will be eligible to participate in Rubio’s medical (including Exec-U-Care),
        dental, employee assistance program (EAP), vision, short and long term
        disability, and life insurance programs (executive level term life insurance
        is
        two times annual salary) effective the first day of the month following two
        consecutive months of service. You will be reimbursed for any COBRA premiums
        incurred during this waiting period. Executives contribute approximately
        10% of
        premium costs. Monthly medical contributions are between $60.00 (HMO) and
        $130.00 (PPO) for family coverage. The Company offers an executive reimbursement
        with a $5,000 cap per claim and a Flexible Spending Account for tax deferred
        contributions for medical and childcare expenses. 

      


      Professional
        Reimbursements:
        You will
        be reimbursed for reasonable expenses necessarily incurred in the performance
        of
        your duties, including, but not limited to, cell phone service, long distance
        telephone service, facsimile and duplication services, overnight and courier
        services, travel expenses, expenses related to attendance at industry
        conferences and membership in industry associations. 

      


      401(k)
        Plan:
        You
        will be eligible to participate in Rubio’s 401(k) Plan effective the first day
        of the month following two consecutive months of service. Currently, after
        one
        year of service you will be matched at a rate of 25% of the first 6% of the
        salary you contribute. (Although our 401(k) plan allows for up to 15% of
        compensation as an employee’s contribution, you should be aware that our most
        recent discrimination testing has limited actual contributions for highly
        paid
        executives to approximately 1%.) 

      


      Meal
        Discount:
        You and
        your family will be eligible for a meal discount of 50% at Rubio’s Restaurants.


      


      Relocation
        of Household Goods:
        You
        will be relocating to the San Diego area by a mutually agreed upon time.
        You
        will be reimbursed for all applicable moving expenses up to $100,000 which
        is
        expected to cover all reasonable relocation costs for you and your family
        (i.e.,
        home sale, home purchase, movement of household goods, etc.). Amounts above
        the
        allowable IRS reimbursements for relocation will be grossed-up for taxes
        at the
        applicable state and federal tax rates. You will need to submit relocation
        expense receipts to Rubio’s Controller who will work with you to mitigate the
        tax impact for both you and the Company. 

      


      Re-payment
        of Relocation Expenses:
        Should
        you resign from your position on a voluntary basis within the first twelve
        (12)
        months of employment you agree to reimburse Rubio’s for 100% of your submitted
        relocation expenses. Should you resign after twelve (12) months, you agree
        to
        reimburse Rubio’s on a pro-rata basis whereby your relocation expense debt would
        be reduced by 1/12 for each of the next twelve (12) months you remain employed
        with Rubio’s. After twenty-four (24) months of consecutive employment no
        repayment of relocation expense would be required. 

      


      Severance
        Benefits:
        While
        Rubio’s does not have a formal severance policy, we are offering the following:
        If your employment is terminated, without Cause or upon Disability, as defined
        below, you will be paid, subject to signing our standard release agreement,
        three (3) months of current salary. All severance payments will be made in
        bi-weekly installments and subject to all appropriate deductions and
        withholdings. In addition, you will have continued enrollment in the health
        and
        welfare plans (with the exception of the 401(k) plan as precluded by our
        Plan),
        including life insurance, for the period of severance or until your eligibility
        under another employer’s group benefit plan, whichever event occurs first.


      


      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Gerry
              Leneweaver

            6/1/2005

            Page 3
              of 4

          

        

      

       

      Disability:“Disability”
        means the medical determination that you are eligible for benefits under
        the
        Company’s long term disability insurance plan.

      


      Cause:“Cause”
        means: (a) willful failure by you to substantially perform your duties under
        this agreement, other than a failure resulting from your complete or partial
        incapacity due to physical or mental illness or impairment (b) conviction
        of or
        a plea of “guilty” or “no contest” to, a felony or crime involving an act of
        moral turpitude, dishonesty, or misfeasance under the laws of the United
        States
        or any state thereof; (c) refusal to follow, or material neglect of, reasonable
        requests of the Company’s Board of Directors or its designee(s), if unremedied
        following thirty (30) days’ written notice; (d) conduct that substantially
        interferes with or damages the standing, reputation, financial condition
        or
        prospects of the Company, after you have been given ten (10) days’ notice and an
        opportunity to respond; or (e) a material or willful violation of a federal
        or
        state law or regulation applicable to the business of the Company. If your
        employment is terminated without Cause you shall be paid the Severance Benefits
        described above under Severance Benefits.

      


      At-Will
        Employment: Employment
        with Rubio’s Restaurants, Inc. is not for a specific term and can be terminated
        by you or the Company at any time and for any reason, with or without cause
        or
        advanced notice. The At-Will nature of your employment described in this
        offer
        letter shall constitute the entire agreement between you and Rubio’s concerning
        the nature and duration of your employment and the circumstance under which
        you
        or the Company may terminate the employment relationship. No oral statement
        by
        any person can change the At-Will nature of your employment with
        Rubio’s.

      


      Although
        your job duties, title, and compensation benefits may change over time, the
        At-Will term of your employment with Rubio’s can only be changed in writing,
        signed by you and the President or Chairman of the Company, and which expressly
        states the intention to change the At-Will term of your employment. Any prior
        representations to the contrary are superseded by the terms of this offer.
        

      


      Confidentiality
        and Non-Solicitation:
        One of
        the conditions of your employment with Rubio’s is the maintenance of the
        confidentiality of Rubio’s proprietary and confidential information. You agree
        during and after the period of your employment with Rubio’s not to use, directly
        or indirectly, any confidential information other than in the course of
        performing duties as an employee of Rubio’s. You further agree that during your
        term of employment and for two (2) years thereafter, not to encourage or
        solicit, directly or indirectly, any employee of Rubio’s to leave the Company
        for any reason. You will be required to execute the Company’s Proprietary
        Information and Inventions Agreement on your first day of employment.


      


      Company
        Policy:
        As an
        employee of Rubio’s, you will be required to comply with all Company policies
        and procedures. In particular, you will be required to familiarize yourself
        with
        and to comply with Rubio’s policy prohibiting harassment and discrimination and
        the policy concerning drugs and alcohol. Violations of these policies may
        lead
        to immediate termination of employment.

      


      Arbitration:
        Rubio’s
        maintains a policy of mandatory arbitration. This means that any and all
        disputes that you may have with Rubio’s, or any of Rubio’s other employees,
        which arise out of your employment, will be resolved through final and binding
        arbitration. This includes, without limitation, disputes relating to offer
        letters, your employment by Rubio’s or the termination thereof, claims for
        breach of contract, claims for breach of covenant of good faith and fair
        dealing, any claims of discrimination or harassment, any claims under any
        federal, state or local law or regulation now in existence or hereinafter
        enacted and amended from time to time concerning in any way the subject of
        your
        employment with Rubio’s or your termination. You agree that arbitration shall be
        instead of any civil lawsuit and you waive your right to pursue any and all
        employment-related claims in court.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
            Gerry
              Leneweaver

            6/1/2005

            Page 4
              of 4

          

        

      

       

      This
        letter supersedes any prior agreements, representations or promises of any
        kind,
        express or implied, concerning your employment and it constitutes the full
        and
        complete agreement between you and the Company.

      


      The
        foregoing offer of employment with Rubio’s is contingent upon your successful
        completion of a background and reference checks, pre-employment drug and
        alcohol
        screen, your execution of this letter, the Company’s Proprietary Information and
        Inventions Agreement, the Company’s Arbitration Agreement and all other forms
        presented at the time of hire. This offer is further contingent upon the
        Company’s verification of the information provided to us in your application
        form, resume and attachments, if any.

      


      The
        existence and terms of this offer letter should remain confidential except
        for
        disclosure to your spouse, attorneys, accountants and other tax or financial
        professional advisors to whom the disclosure is necessary.

      


      Gerry,
        we
        are very excited about your joining our team. We are confident that you have
        much to contribute to the success of Rubio’s. The strength of our organization,
        the quality and experience of our personnel, and your presence will facilitate
        this success.

      


      If
        you
        wish to accept our offer of employment on the terms described herein, please
        acknowledge your acceptance by signing below and returning the original to
        me
        within three (3) business days. A copy of this letter has been enclosed for
        your
        records. If you have any questions, please do not hesitate to contact me
        by
        calling (760) 602-3625.

      


      Sincerely,

       

      


      /s/
        Sheri
        Miksa                                      
        
Sheri Miksa

      President
        and Chief Executive Officer

      Rubio’s
        Restaurants, Inc. 

       

      


      I
        have
        read, do understand
        and accept the terms and conditions of the above offer of
        employment.

      


       

      Accepted:
        /s/ Gerry
        Leneweaver           
         Date:
        __________________ 

                         
        Gerry Leneweaver