**EXHIBIT10.1**

 

**AGREEMENT**

 

This Agreement is entered into this 7th dayof September, 2004, by and between Western Sizzlin Corporation, a Delawarecorporation, with its principal place of business at 1338 Plantation Road,Roanoke, Virginia, 24012 (hereinafter the “Company”), subject to the furtherdefinition set forth in Section 7.1, and Robyn B. Mabe, whose address is6010 Windcrest Lane, Roanoke, Virginia, 24012 (hereinafter “Executive”).

 

WHEREAS, the Company considers theestablishment and maintenance of a sound and vital management to be essentialto protecting and enhancing the best interests of the Company and itsshareholders; and

 

WHEREAS, the Board of Directors of theCompany has determined that appropriate steps should be taken to reinforce andencourage the continued attention and dedication of members of the Company’smanagement, including Executive, to their assigned duties without distraction.

 

NOW, THEREFORE, in consideration of themutual covenants and agreements of the parties set forth herein, and for othergood and valuable consideration, the parties agree as follows:

 

**Section 1.  Employment.**

 

The Company and Executive agree thatExecutive shall serve as Vice President and Chief Financial Officer of WesternSizzlin Corporation.  Executive shallperform such duties and exercise such powers pertaining to the management andoperations of the Company as may be determined from time to time by theCompany.  Such duties and powers shall beconsistent with those normally expected of persons holding similarpositions.  Executive’s duties, however,are subject to reasonable modifications based on future developments in theCompany’s business.

 

**Section 2. Term of Agreement.**

 

This Agreement will be effective as of September 1,2004, and, except as otherwise provided in this Agreement, will continue ineffect until September 1, 2005 (the Initial Term), and thereafter shall berenewed automatically for additional one (1) year terms (each a Renewal Term)unless a party hereto provides the other party with notice of the intent not torenew at least ninety (90) days prior to the expiration of the Initial Term, orany subsequent Renewal

 

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Term.  If a Change in Controloccurs prior to the expiration of the Initial Term of this Agreement, thisAgreement will continue in effect for one (1) year from the Change inControl.  If a Change in Control occursduring a one (1) year Renewal Term, this Agreement will continue in effect for one(1) year from the Change in Control. Executive’s base salary while employed will be determined from year toyear, by the Board’s Compensation Committee, but shall be no less than OneHundred and Ten Thousand and 00/100 Dollars ($110,000.00) annually.

 

**Section 3. Change in Control.**

 

The Company recognizes that, as is the casewith many publicly held corporations, the possibility of a change in controlexists, and that possibility, along with the uncertainty and questions whichmay arise among management, may result in the departure or distraction ofmanagement personnel to the detriment of the Company and its shareholders.  In order to induce Executive to remain in itsemploy, the Company agrees to provide Executive the payments and benefitsdescribed in this Agreement if Executive’s employment with the Company isterminated subsequent to a “Change in Control” of the Company as defined in Section 4,under the circumstances described in Section 5.

 

**Section 4. Definition of Change inControl.**

 

For purposes of this Agreement, a Change inControl of the Company means the occurrence of any of the following eventsduring the period in which this Agreement remains in effect.  A Change in Control will be deemed to occuron the date the event occurs:

 

4.1           Changein Voting Power. Any person or persons acting together which wouldconstitute a “group” for purposes of Section 13(d) of the Exchange Act(other than the Company, or any Subsidiary, or any entity beneficially owned byany of the foregoing) beneficially own (as defined in Rule 13(d)-3 under theExchange Act) without Board approval or consent, directly or indirectly, atleast thirty****percent (30%) of the total votingpower of the Company entitled to vote generally for the election of the Board.

 

4.2           Changein Board of Directors. Either:

 

(a)           theCurrent Directors (as hereinafter defined) cease for any reason to constituteat least a majority of the members of the

 

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Board (for thesepurposes, a “Current Director” means any member of the Board as of the date ofthis Agreement, and any successor of a Current Director whose election ornomination for election by the Company’s stockholders was approved by at leasta majority of the current Directors then on the Board); or

 

(b)           atany meeting of the stockholders of the Company called for the purpose ofelecting directors, a majority of the persons nominated by the Board forelection as directors fail to be elected; or

 

4.3                           Liquidation,Merger or Consolidation. The stockholders of the Company approve:

 

(a)           aplan of complete liquidation of the Company; or

 

(b)           anagreement providing for the merger or consolidation of the Company (i) in whichthe Company is not the continuing or surviving corporation (other thanconsolidation or merger with a wholly owned subsidiary of the Company in whichall shares outstanding immediately prior to the effectiveness thereof arechanged into or exchanged for the same consideration) or (ii) pursuant to whichthe shares are converted into cash, securities or other property, except a consolidationor merger of the Company in which the holders of the shares immediately priorto the consolidation or merger have, directly or indirectly, at least amajority of the common stock of the continuing or surviving corporationimmediately after such consolidation or merger, or in which the Boardimmediately prior to the merger or consolidation would, immediately after themerger or consolidation, constitute a majority of the board of directors of thecontinuing or surviving corporation; or

 

4.4           Saleof Assets. The stockholders of the Company approve an agreement (oragreements) providing for the sale or other disposition (in one transaction ora series of transactions) of all or substantially all of the assets of theCompany.

 

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**Section 5.  Termination Following Change in Control.**

 

If any of the events described in Section 4constituting a Change in Control occur, Executive will be entitled to thepayments and benefits provided for in Section 6 if a subsequenttermination of Executive’s employment occurs within one (1) years from the dateof that Change in Control, unless that termination is:

 

i.              becauseof Executive’s death;

 

ii.             bythe Company for Cause or Disability; or

 

iii.            byExecutive other than for Good Reason.

 

Those payments and benefits will be in lieu of any severance paymentsExecutive would otherwise receive in accordance with Section 19 of thisAgreement.

 

5.1           Cause.Termination by the Company of Executive’s employment for “Cause” means Executivehas materially breached this Agreement or has engaged in action or misconductin connection with the performance of her duties that is injurious to thebusiness of the Company, or is convicted of a felony or commits an act ofgross, flagrant, and willful misconduct relating to her employment or theCompany’s business, including, but not limited to, theft or embezzlement of theCompany’s property or money, or an act of fraud against the Company.  If Company believes Cause exists, as definedherein, a written notice will be delivered to Executive by the Chief ExecutiveOfficer of the Company (or if Executive is the Chief Executive Officer, theChairman of the Compensation Committee) that specifically identifies the mannerin which the Chief Executive Officer (or the Chairman of the Committee)believes that Executive has given the Company Cause for termination ofExecutive’s employment, and giving Executive an opportunity for Executive,together with Executive’s counsel, to be heard before the Board of Directors ofthe Company.  The Board of Directors ofthe Company may then make a finding that, in the good faith opinion oftwo-thirds of the Board of Directors, Executive acted (or failed to act whenshe should have acted) in a manner constituting Cause as defined herein, andspecifying the particulars of that finding in detail.  For purposes of this subsection 5.1, noact, or failure to act, on Executive’s part will be considered “willful”

 

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unless done, or omitted to be done, byExecutive not in good faith and without reasonable belief that Executive’saction or omission was in the best interest of the Company.

 

5.2           Disability.Termination by the Company of Executive’s employment for “Disability” meanstermination of Executive’s employment following and because of Executive’sfailure to perform substantially all of the material duties of her position fora period of at least one hundred eighty (180) consecutive calendar days due tophysical or mental illness or injury. Executive will continue to receive Executive’s full base salary at therate in effect and any bonus payments under the Plan payable during the onehundred eighty (180) day qualification period until termination of Executive’semployment for Disability. After that termination, Executive’s benefit will bedetermined in accordance with the Company’s other benefit plans and practicesthen in effect that apply to Executive. The Company will have no further obligation to Executive under thisAgreement and all supplemental benefits will be terminated.  If the Company and Executive disagree as toExecutive’s incapacity, each may appoint a medical doctor to certify heropinion as to Executive’s incapacity, and if the doctors do not agree as toExecutive’s incapacity, then the two doctors will appoint a third medicaldoctor to certify her opinion as to Executive’s incapacity, and the decision ofa majority of the three doctors will prevail. The Company will bear the costs of the doctors’ opinions.

 

5.3           GoodReason. Termination by Executive of Executive’s employment for “Good Reason”means termination by Executive of Executive’s employment based on:

 

(a)           Theassignment to Executive of duties inconsistent with her position and statuswith the Company as they existed immediately prior to a Change in Control, or asubstantial change in Executive’s title, offices or authority, or in the natureof her responsibilities, as they existed immediately prior to a Change inControl, except in connection with the termination of her employment for Causeor Disability or as a result of her death or by Executive other than for GoodReason;

 

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(b)           Areduction in Executive’s base salary as in effect on the date of this Agreementor as her salary may be increased from time to time;

 

(c)           RequiringExecutive to be based more than fifty (50) miles from the location whereExecutive is based immediately prior to a Change in Control, except forrequired travel on business to an extent substantially consistent withExecutive’s business travel obligations prior to the Change in Control, or ifExecutive is agreeable to relocating, then the Company agrees to reimburseExecutive for all reasonable moving expenses incurred by Executive or to indemnifyExecutive against any loss realized in the sale of her principal residence inconnection with that relocation;

 

(d)           Thefailure to continue in effect any retirement plan, life insurance plan, medicalinsurance plan, disability plan or any other benefit plan in which Executive isparticipating immediately prior to a Change in Control (or provide plansproviding Executive with substantially similar benefits), the taking of anyaction by the Company that would adversely affect Executive’s participation ormaterially reduce her benefits under any of those plans or deprive Executive ofany material fringe benefit enjoyed by Executive immediately prior to a Changein Control; or

 

(e)           Thefailure by the Company to obtain the assumption of this Agreement by anysuccessor, as contemplated in Section 7.

 

5.4           Noticeof Termination. Any purported termination by the Company pursuant tosubsections 5.1 or 5.2 or by Executive pursuant to subsection 5.3 will becommunicated by written Notice of Termination to the other party. For purposesof this Agreement, a “Notice of Termination” means a notice that indicates thespecific termination provision in this Agreement relied upon and setting forthin reasonable detail the facts and circumstances claimed to provide a basis fortermination of Executive’s employment under the provision so indicated. Anypurported termination not effected pursuant to a Notice of Termination meetingthe requirements set forth in this Agreement will not be effective.

 

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5.5           Dateof Termination.  For purposes of thisAgreement, the date of the termination of Executive’s employment (“Date ofTermination”) will be:

 

(a)           ifExecutive’s employment is terminated by her death, the end of the month in whichher death occurs;

 

(b)           ifExecutive’s employment is terminated for Disability, thirty (30) days afterNotice of Termination is given; or

 

(c)           ifExecutive’s employment is terminated by Executive or by the Company for anyother reason, the date specified in the Notice of Termination.

 

**Section 6.  Payments and Benefits Upon CertainTerminations Following a Change in Control.**

 

If within one (1) year following the Changein Control, Executive’s employment is terminated other than for Death,Disability or Cause, or if Executive terminates her employment for Good Reason,then the following provisions will apply:

 

6.1           CompensationThrough Date of Termination. The Company will pay Executive within thirty(30) days after termination:

 

i.              Anyunpaid amount of Executive’s base salary through the Date of Termination;

 

ii.             Withrespect to any year then completed, any unpaid amount accrued to Executivepursuant to the Plan; and

 

iii.            Withrespect to any year then partially completed, a pro rata portion through theDate of Termination of Executive’s annual bonus under the Plan, based upon theamount of her bonus for the previous year.

 

6.2           AdditionalSeverance. In lieu of any further salary and bonus payments to Executivefor periods subsequent to the Date of Termination, or other severance payments,the Company will pay as severance pay to Executive the additional sum equal to:

 

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Executive’s annual base salary as of the dateof Change in Control, or as of the Date of Termination, whichever is greater.

 

The severance pay provided for in this Section 6.2shall be transferred to a “Rabbi Trust,” effective as of the Date ofTermination, and paid to Executive in twelve (12) equal monthly installmentscommencing on the first day of the next month following the Date ofTermination, and on the first day of each subsequent month, until fully paid.

 

6.3           BenefitPlans.  In the event of a Change inControl, unless Executive’s employment is terminated for Cause, the Companywill, at the Company expense, maintain in full force and effect for Executive’scontinued benefit, for a period of one (1) year following the Date ofTermination, the health, dental, disability and other welfare benefits, plan,programs and arrangements substantially equivalent to the most valuablecoverage provided under any plan maintained by the Company from time to timeduring such period.  In addition,Executive will continue to be provided during the one (1) year following theDate of Termination, with the same life insurance coverage maintained on herlife immediately prior to the Date of Termination.  These benefits shall be reduced by the amountof similar benefits provided to Executive during such period by a subsequent employer,as determined solely by the Board.  Forthe purposes of enforcing this offset provision, Executive shall notify theBoard as to the terms and conditions of any subsequent employment and thecorresponding benefits received pursuant thereto, and shall provide, or causeto provide the Board, correct, complete, and timely information concerning thesame.

 

6.4           NoMitigation Required.  Executive willnot be required to mitigate the amount of any payment provided for in this Section 6by seeking other employment or otherwise, nor will the amount of any paymentprovided for in this Section 6 be reduced by any compensation earned byExecutive as the result of employment with another employer after the Date ofTermination or otherwise, except for a reduction in benefits as set forth insubsection 6.3.

 

6.5           TaxGross-up Payment.  If any payments orbenefits provided pursuant to this Section 6 are subject to an excise taxon an “excess parachute payment” under Section 4999 of the Internal

 

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Revenue Code of 1986 (the “Code”), or anysuccessor provision of the Code, or are subject to an excise or penalty taxunder any similar provision of any other revenue system to which Executive maybe subject, the Company will provide a gross-up payment to Executive in orderto place Executive in the same after-tax position Executive would have been inhad no excise or penalty tax become due and payable under Code Section 4999(or any successor provision) or any similar provision of another revenuesystem.  No gross-up payment will be madefor any excise or penalty tax attributable to any stock options granted toExecutive, or for any other payments or benefits provided to Executive underother sections of this Agreement.

 

**Section 7. Successors; BindingAgreement.**

 

7.1           Assumptionby Company’s Successor. The Company will request any successor (whetherdirect or indirect, by purchase, merger, consolidation or otherwise) to all orsubstantially all of the business and/or assets of the Company, by agreement inform and substance reasonably satisfactory to Executive, to expressly assumeand agree to perform this Agreement. Failure of the Company to obtain that agreement prior to theeffectiveness of any succession will be a breach of this Agreement and willentitle Executive to payments and benefits from the Company in the same amountand on the same terms to which Executive would be entitled under this Agreementif Executive terminated Executive’s employment for Good Reason within one (1)years following a Change in Control, except that for purposes of implementingthe foregoing, the date on which that succession becomes effective will bedeemed the Date of Termination.  As usedin this Agreement, “Company” means Western Sizzlin Corporation, itssubsidiaries and any successor to its business and/or assets regardless ofwhether such successor specifically assumes and agrees to perform thisAgreement.

 

7.2           Enforcementby Executive’s Successor. This Agreement will inure to the benefit of andbe enforceable by Executive’s personal or legal representatives, executors,administrators, successors, heirs, distributees, devisees and legatees.  If Executive dies subsequent to thetermination of Executive’s employment while any amount would still be payableto Executive pursuant to this Agreement if Executive had continued to live, allthose amounts, will be paid in

 

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accordance with the terms of this Agreementto Executive’s devisee, legatee or other designee or, if there be no designee,to Executive’s estate. The foregoing payment will be made in a lump sum withinsixty (60) days following the date of Executive’s death.

 

**Section 8.  Working Facility.**

 

Executive will perform her services hereunderat the principal office of the Company, located in Roanoke, Virginia, except astravel to other locations is warranted by the business of the Company.  The Company shall provide Executive with suchoffice space, secretarial help, and other facilities and services as may besuitable to her position and appropriate for the performance of her duties.

 

**Section 9.  Expenses and Benefits.**

 

The Company shall pay or reimburse Executivefor any expenses reasonably incurred by her in furtherance of her dutieshereunder, including, but not limited to, reasonable expenses for traveling,meals and hotel accommodations, upon submission by Executive of vouchers oritemized statements therefore, prepared in compliance with such rules andpolicies as the Company may from time to time adopt and as may be required in orderto permit such payments as proper deductions by the Company under the InternalRevenue Code and the rules and regulations adopted pursuant thereto, now orhereafter in effect.

 

Executive shall have made available to her,on substantially the same terms as other management level employees of theCompany, group insurance, retirement plans, and other benefit programs ineffect from time to time during the term of Executive’s employment.  Executive’s participation under any groupinsurance programs, retirement plans or other benefit programs shall be subjectto the applicable terms and conditions of the same.  This paragraph shall not be construed as acommitment on the part of the Company to establish, maintain, or continue anysuch plans or programs.

 

**Section 10. Notice.**

 

For purposes of this Agreement, notices andall other communications provided for in this Agreement will be in writing andwill be deemed to have been duly given when delivered or mailed by UnitedStates registered mail, return receipt requested, postage prepaid, addressed tothe respective addresses set forth on the first page of this Agreement,provided that all notices

 

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to the Company will be directed to the attention of the Chief ExecutiveOfficer of the Company (or if the notice is from the Chief Executive Officer,to the Secretary of the Company), or to such other address as either party mayhave furnished to the other in writing in accordance with this Section 10,except that notice of change of address will be effective only upon receipt.

 

**Section 11. Modification and Waiver.**

 

No provision of this Agreement may bemodified, waived or discharged unless that waiver, modification or discharge isagreed to in writing by Executive and such officer as may be specificallydesignated by the Board of Directors of the Company. No waiver by either partyat any time of any breach by the other party of, or compliance with, anycondition or provision of this Agreement to be performed by that other partywill be deemed a waiver of similar or dissimilar provisions or conditions atthe time or at any prior or subsequent time.

 

**Section 12. Construction.**

 

This Agreement supersedes any oral agreementbetween Executive and the Company and any oral representation by the Company toExecutive with respect to the subject matter of this Agreement.  The validity, interpretation, constructionand performance of this Agreement will be governed by the laws of the State ofVirginia.

 

**Section 13. Severability.**

 

If any one or more of the provisions of thisAgreement, including but not limited to Section 18 hereof, or any word,phrase, clause, sentence or other portion of a provision is deemed illegal orunenforceable for any reason, that provision or portion will be modified ordeleted in such a manner as to make this Agreement as modified legal andenforceable to the fullest extent permitted under applicable laws. The validityand enforceability of the remaining provisions or portions will remain in fullforce and effect.

 

**Section 14. Counterparts.**

 

This Agreement may be executed in two or moreidentical counterparts, each of which will take effect as an original and allof which will evidence one and the same agreement.

 

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**Section 15. Legal Fees.**

 

If the Company breaches this Agreement or if,within one (1) year following a Change in Control, (a) Executive’s employmentis terminated by the Company other than for Cause or Disability; or (b)Executive terminates Executive’s employment for Good Reason, the Company willreimburse Executive for all legal fees and expenses reasonably incurred byExecutive as a result of that termination (including all those fees andexpenses, if any, incurred in seeking to obtain or enforce any right or benefitprovided by this Agreement, unless the Company is the prevailing party in suchcontest or dispute).

 

**Section 16. Employment by aSubsidiary.**

 

Either the Company or a Subsidiary may beExecutive’s legal employer. For purposes of this Agreement, any reference toExecutive’s termination of employment with the Company means termination ofemployment with the Company and all Subsidiaries, and does not include atransfer of employment between any of them. The actions referred to under thedefinition of “Good Reason” in subsection 5.3 include the actions of theCompany or Executive’s employing Subsidiary, as applicable. The obligationscreated under this Agreement are obligations of the Company. A change incontrol of a Subsidiary will not constitute a Change in Control for purposes ofthis Agreement unless there is also a contemporaneous Change in Control of theCompany. For purposes of this Agreement, a “Subsidiary” means an entity morethan fifty percent (50%) of whose equity interests are owned directly orindirectly by the Company.

 

**Section 17.  Arbitration.**

 

Except for the rights and duties of theparties set forth in Section 18 of this Agreement, any dispute orcontroversy arising under or in connection with this Agreement shall be settledexclusively by arbitration in Roanoke, Virginia, according to the rules of theAmerican Arbitration Association then in effect. Judgment may be entered on thearbitrator’s award in any court having jurisdiction; provided, however, thatExecutive shall be entitled to seek specific performance of her right to bepaid for all periods up to the Date of Termination during the pendency of anydispute or controversy arising under or in connection with this Agreement.

 

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**Section 18.  Restrictive Covenant.**

 

18.1         Needfor Protection.  Executiveacknowledges that, because of her senior executive position with the Company,her knowledge of the affairs of the Company and her relations with itssuppliers and customers, she could do serious damage to the financial welfareof the Company, should she compete or assist others in competing with thebusiness of the Company.  Accordingly,the parties agree as follows:

 

18.2         ConfidentialInformation.

 

(a)           Non-Disclosure.  Except as the Company may permit or direct inwriting, during the term of this Agreement and thereafter, Executive agreesthat she will never disclose to any person or entity any confidential orproprietary information, knowledge, or data of the Company, which she may haveobtained while in the employ of the Company, relating to any customers,customer lists, methods of distribution, sales, prices, profits, costs,contracts, inventories, suppliers, dealers, distributors, business prospects,business methods, formulas, plans or techniques, research, trade secrets, orknow how of the Company.

 

(b)           Returnof Records.  All records, documents,software, computer disks, and any other form of information relating to thebusiness of the Company, which are or were prepared or created by Executive, orwhich may or did come into her possession during the term of her employmentwith the Company, including any and all copies thereof, shall be returned tothe Company, or as the case may be, shall remain in the possession of the Company,upon termination of employment for any reason.

 

(c)           FutureEmployment.  Nothing in this section shalllimit the Executive’s right to carry Executive’s accumulated career knowledgeand professional skills to any future employment, subject to the specificlimitations of the foregoing provisions of this section and the covenantsset forth below.

 

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18.3         Non-Competition.

 

(a)           Scopeof Operations.  The parties heretoacknowledge that the Company’s operations are within the continental UnitedStates, and that it conducts business throughout the continental United States,thus, the Company’s need for protection against unfair competition isthroughout the continental United States.

 

(b)           CovenantNot To Compete.  Executive agreesthat she will not, during the term of this Agreement and for a period of six(6) months after her employment with the Company has terminated:

 

(1)           engagedirectly or indirectly, for her own personal benefit or the benefit of anyperson or entity other than the Company, which would result in directcompetition with the Company, anywhere in the continental United States; or

 

(2)           develop,promote, invest in, provide financing for, be employed by, or operate anybusiness on her own behalf, or for any other person or entity, which wouldresult in direct competition with the Company, or, assist any other person indoing so.

 

1.             Forthe purposes of this Section 18.3(b) the phrase “direct competition.”shall mean employment with a restaurant or chain providing family steaks and/orbuffet.

 

18.4         TerminationWithout Cause.  It is understood andagreed that in the event the Company terminates Executive’s employment withoutCause, subsection 18.3 hereof shall be null and void.  Notwithstanding the foregoing provision,however, if Executive’s employment is terminated under circumstances whichentitle her to receive the payments and benefits provided in Section 6 ofthis Agreement, then in such event, the provisions of Section 18.3 hereofshall remain in full force and effect.

 

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18.5         JudicialModification.  In the event that anycourt of law or equity shall consider or hold any aspect of this Section 18to be unreasonable or otherwise unenforceable, the parties hereto agree thatthe aspects of this section so found may be reduced, reformed or modifiedby appropriate order of the court, and shall thereafter continue, as somodified, in full force and effect.

 

18.6         InjunctiveRelief.  The parties hereto acknowledgethat the remedies at law for breach of this section will be inadequate,and the Company shall be entitled to injunctive relief for violation thereof;provided, however, that nothing herein shall be construed as prohibiting theCompany from pursing any other remedies available for such breach or threatenedbreach, including the recovery of damages from Executive.

 

**Section 19.  Termination and Severance; No Change inControl**.

 

Executive’s employment under this Agreementmay be terminated, separate and apart from the occurrence of a Change inControl, in one of the following ways:

 

19.1         MutualAgreement.  At any time by mutualwritten agreement of both parties to this Agreement, subject to any terms andconditions specified in such mutual written agreement; or

 

19.2         ForCause.  At any time by the Company,by written notice to Executive, terminating this Agreement and dischargingExecutive for Cause, as defined in Section 5.1 of this Agreement; or

 

19.3         Automatically.  Automatically and immediately should one ofthe following events occur:

 

(a)           Executivedies; or

 

(b)           Executive’sDisability, as defined in Section 5.2 of this Agreement.

 

19.4         Severance.  In addition to the foregoing, Company may atany time, upon thirty (30) days’ written notice, terminate this Agreementwithout Cause.  If termination occursduring the initial or renewal term of this Agreement, Executive shall beentitled to severance

 

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pay in an amount equal to (including amountspaid during the 30-day notice period) three (3) months base salary at the ratethen in effect, upon the execution by executive of any appropriate releaseagreement.  The base salary portion ofthe severance shall be payable, at the Company’s option, in a lump sum or inequal monthly installments consistent with the Company’s ordinary payrollpractices.  Executive shall also beentitled to continuation of benefits through the end of the employment termthen in effect under this Agreement, or if sooner, until such time as shesecures alternative employment which provides her with comparablebenefits.  If the Company terminates thisAgreement without Cause, the Company shall have the right at its option, torequire Executive to immediately leave the Company’s premises; provided, thatthe Company shall be obligated to pay (as part of the severance) Executive’sbase salary during the 30-day notice period.

 

**Section 20.  Exclusivity of Services.**

 

Executive agrees that her employment with theCompany will be full time, and that she will devote her best efforts andattention to the business of the Company.

 

IN WITNESS WHEREOF, the parties have executedthis Agreement as of the date first above written.

 
|   | Western Sizzlin Corporation, |
|--------|------------------------------|
|   |                         |
|   |                         |   |
|   | By:                          | /s/ *Pat Vezertzis* |   |
|   |                         | Chairman |
|   |                         | Compensation Committee |
|   |                         |   |
|   |                         |   |
|   |                         | /s/ *Robyn B. Mabe* |   |
|   |                         | Robyn B. Mabe |
|        |                              |  |  |  |

 

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