Unassociated Document


    Exhibit
10.2

     

    EMPLOYMENT
AGREEMENT

    GARY
C. CAMPANARO

     

    EMPLOYMENT
AGREEMENT (the "Agreement"), executed on June 24, 2009, and effective as of
January 19, 2009, by and between El Pollo Loco, Inc. (the "Company") and Gary C.
Campanaro (the "Executive").

     

    WHEREAS,
the Company considers it essential to its best interests and the best interests
of its stockholders to employ Executive and to enter into an agreement embodying
the terms of such employment; and

     

    WHEREAS,
Executive is willing to accept employment on the terms hereinafter set forth in
this Agreement.

     

    NOW,
THEREFORE, in consideration of the premises and mutual covenants herein and for
other good and valuable consideration, the parties agree as
follows:

     

    1.           Term of Employment;
Executive Representation.

     

    a.           Employment
Term.  Subject to the provisions of Section 8 of this
Agreement, Executive shall be employed by the Company for a period commencing on
a date no later than January 19, 2009 (the date on which employment commences,
the "Effective Date") and ending on December 31, 2009 (the "Employment Term") on
the terms and subject to the conditions set forth in the
Agreement.  Notwithstanding the preceding sentence, commencing with
January 1, 2009 and on each January 1 thereafter (each an "Extension Date"), the
Employment Term shall be automatically extended for an additional one-year
period, unless the Company or Executive provides the other party hereto at least
sixty days prior written notice before the next Extension Date that the
Employment Term shall not be so extended.  For the avoidance of doubt,
the term "Employment Term" shall include any extension that becomes applicable
pursuant to the preceding sentence.

     

    b.           Executive
Representation.  Executive hereby represents to the Company
that the execution and delivery of this Agreement by Executive and the Company
and the performance by Executive of the Executive's duties hereunder shall not
constitute a breach of, or otherwise contravene, the terms of any employment
agreement or other agreement or policy to which Executive is a party or
otherwise bound.

     

    2.           Position.

     

    a.           During
the Employment Term, Executive shall serve as the Company's Senior Vice
President and Chief Financial Officer and shall principally perform
Executive's duties to the Company and its affiliates from the Company's offices
in the Orange County, California metropolitan area, subject to normal and
customary travel requirements in the conduct of the Company's
business.  In such position, Executive shall have such duties and
authority as shall be determined from time to time by the Chief Executive
Officer of the Company and the Executive shall report directly to the Chief
Executive Officer.

     

    
      
         

      

      
         

        
          

        

      

      
         

      

    

     

    b.           During
the Employment Term, Executive will devote Executive's full business time and
best efforts to the performance of Executive's duties hereunder and will not
engage in any other business, profession or occupation (including in an advisory
capacity, consulting capacity, or otherwise) for compensation or otherwise which
would conflict with the rendition of such services either directly or
indirectly, without the prior written consent of the Board of Directors of the
Company (the “Board”); provided that
Executive shall be permitted to participate in such charitable and
community-related services as Executive may choose; provided further that
such services do not materially interfere with his duties
hereunder.

     

    3.           Compensation.

     

    a.           During
the Employment Term, the Company shall pay Executive a base salary (the "Base
Salary") at the annual rate of $250,000.00 and a $500.00 per month business
transportation allowance (less applicable withholding taxes), payable in regular
installments in accordance with the Company's usual payment
practices.  Executive shall be entitled to such increases in
Executive's Base Salary and/or the business transportation allowance, if any, as
may be determined from time to time in the sole discretion of the
Board.

     

    b.           With
respect to each full calendar year during the Employment Term, Executive shall
be eligible to earn an annual bonus award (an "Annual Bonus") calculated, in
accordance with Exhibit A attached hereto, with a targeted bonus equal to
seventy-five percent (75%) of Executive's then current Base Salary (the "Target
Bonus"). Notwithstanding the foregoing, Executive shall be guaranteed a minimum
bonus payout of $60,000.00 for the 2009 fiscal year.

     

    4.           Equity.

     

    a.           Option
Grant.  Executive will receive a stock option award to purchase
11,123 shares of common stock of Chicken Acquisition Corp. on such terms and
conditions provided for in a stock option agreement substantially in the form
attached hereto as Exhibit B (the "Option Agreement").

     

    b.           Additional Equity
Investment.  Subject to the execution of the Stockholders
Agreement dated as of November 18, 2005, among the
Company, and certain other stockholders of the Company, Executive
may invest in Chicken Acquisition Corp common stock.

     

    5.           Employee
Benefits.  During the Employment Term, Executive shall be
provided, in accordance with the terms of the Company's employee benefit plans
as in effect from time to time, health insurance, retirement benefits and fringe
benefits (collectively "Employee Benefits") on the same basis as those benefits
are generally made available to other senior executives of the
Company.  Executive shall be provided with annual vacation of three
(3) weeks per each 12-month period or additional weeks on a basis consistent
with Company policy.

     

    
      
         

      

      
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    6.           Business Expenses.
During the Employment Term, reasonable, documented business expenses incurred by
Executive in the performance of Executive's duties hereunder shall be reimbursed
by the Company in accordance with Company policies.

     

    7.           Termination.  The
Employment Term and Executive's employment hereunder may be terminated by either
party at any time and for any reason; provided that
Executive will be required to give the Company at least 30 days advance written
notice of any resignation of Executive's employment.  Notwithstanding
any other provision of this Agreement, the provisions of this Section 7 shall
exclusively govern Executive's rights upon termination of employment with the
Company and its affiliates.

     

    a.           By the Company For Cause or
By Executive's Resignation without Good Reason.

     

    (i)           The
Employment Term and Executive's employment hereunder may be terminated by the
Company for Cause (as defined below) or by Executive's resignation without Good
Reason (as defined below).

     

    (ii)           For
purposes of this Agreement, "Cause" shall mean action by the Executive that
constitutes misconduct, dishonesty, the failure to comply with specific
directions of the Board that are consistent with the terms hereof (after having
been given a reasonably detailed written notice of, and a period of 20 days to
cure, such misconduct or failure), a deliberate and premeditated act against the
Company or its Affiliates, the commission of a felony, substance abuse or
alcohol abuse which renders the Executive unfit to perform his duties, or any
breach of the covenants set forth in Section 8 of this Agreement.  Any
voluntary termination of employment by the Executive in anticipation of an
involuntary termination of the Executive's employment for Cause shall be deemed
to be a termination for Cause.

     

    (iii)           If
Executive's employment is terminated by the Company for Cause, or if Executive
resigns without Good Reason, Executive shall be entitled to
receive:

     

    (A)           the
Base Salary through the date of termination;

     

    (B)           any
Annual Bonus earned but unpaid as of the date of termination for any previously
completed calendar year;

     

    (C)           reimbursement
for any unreimbursed business expenses properly incurred by Executive in
accordance with Company policy prior to the date of Executive's termination;
and

     

    (D)           such
Employee Benefits, if any, as to which Executive may be entitled under the
employee benefit plans of the Company (the amounts described in clauses (A)
through (D) hereof being referred to as the "Accrued Rights").

     

    Following
such termination of Executive's employment by the Company for Cause or
resignation by Executive without Good Reason, except as set forth in this
Section 7(a), Executive shall have no further rights to any contract damages,
other compensation or any other benefits under this Agreement.

     

    
      
         

      

      
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    b.           Disability or
Death.

     

    (i)           The
Employment Term and Executive's employment hereunder shall terminate upon
Executive's death and if Executive becomes physically or mentally incapacitated
and is therefore unable for a period of six (6) consecutive months or for an
aggregate of nine (9) months in any twenty-four (24) consecutive month period to
perform Executive's duties (such incapacity is hereinafter referred to as
"Disability").  Any question as to the existence of the Disability of
Executive as to which Executive and the Company cannot agree shall be determined
in writing by a qualified independent physician mutually acceptable to Executive
and the Company.  If Executive and the Company cannot agree as to a
qualified independent physician, each shall appoint such a physician and those
two physicians shall select a third who shall make such determination in
writing.  The determination of Disability made in writing to the
Company and Executive shall be final and conclusive for all purposes of the
Agreement.

     

    (ii)           Upon
termination of Executive's employment hereunder for either Disability or death,
Executive or Executive's estate (as the case may be) shall be entitled to
receive:

     

    (A)           the
Accrued Rights; and

     

    (B)           a
pro rata portion of any Annual Bonus that the Executive would have been entitled
to receive pursuant to Section 4 hereof in such year based upon the percentage
of the calendar year that shall have elapsed through the date of Executive's
termination of employment, payable when such Annual Bonus would have otherwise
been payable had the Executive's employment not terminated,

     

    Following
Executives termination of employment due to death or Disability, except as set
forth in this Section 7(b), Executive or Executive's estate (as the case may be)
shall have no further rights to any contract damages, other compensation or any
other benefits under this Agreement.

     

    c.           By the Company Without Cause
or by Executive's Resignation with Good Reason.

     

    (i)           The
Employment Term and Executive's employment hereunder may be terminated by the
Company without Cause or by Executive with Good Reason.

     

    (ii)           For
purposes of this Agreement, "Good Reason" shall mean:

     

    (A)           Executive's
relocation by the Company outside Orange County, California; or

     

    (B)           a
reduction of Executive's title as set forth in Section 2(a) hereof;
or

     

    
      
         

      

      
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    (C)           a
reduction of Executive's Base Salary (as increased from time to time) as set
forth in Section 3(a) hereof; or

     

    (D)           the
failure of the Company to provide or cause to be provided to Executive any of
the employee benefits described in Section 5 hereof; or

     

    (E)           a
change in Executive's reporting relationship; or

     

    (F)           resignation
after Executive reaches the age of 60; provided that none of
the events described in clauses (A) through (E) of this Section 7(c)(ii) shall
constitute Good Reason unless Executive shall have notified the Company in
writing describing the events which constitute Good Reason and then only if the
Company shall have failed to cure such event within thirty days after the
Company's receipt of such written notice.

     

    (iii)           If
Executive's employment is terminated by the Company without Cause (other than by
reason of death or Disability), or by Executive with Good Reason, Executive
shall be entitled to receive:

     

    (A)           the
Accrued Rights;

     

    (B)           a
pro rata portion of any Annual Bonus that the Executive would have been entitled
to receive pursuant to Section 4 hereof in such year based upon the percentage
of the calendar year that shall have elapsed through the date of Executive's
termination of employment, payable when such Annual Bonus would have otherwise
been payable had the Executive's employment not terminated; and

     

    (C)           except
in the case of Executive's resignation for Good Reason pursuant to clause
(c)(ii)(F) of this Section 7, and subject to Executive's continued compliance
with the provisions of Section 8 and 9, continued payment of the Base Salary
until twelve 12 months after the date of such termination; provided that
aggregate amount described in this clause (C) shall be reduced by the amount of
any other cash severance or termination benefits payable to Executive under any
other plans, programs or arrangements of the Company or its
affiliates.

     

    Following
Executive's termination of employment by the Company without Cause (other than
by reason of Executive's death or Disability) or by Executive's resignation with
Good Reason, except as set forth in this Section 7(c), Executive shall have no
further rights to any contract damages, other compensation or any other benefits
under this Agreement.

     

    d.           Notice of
Termination. Any purported termination of employment by the Company or by
Executive (other than due to Executive's death) shall be communicated by written
Notice of Termination to the other party hereto in accordance with Section 11(g)
hereof. For purposes of this Agreement, a "Notice of Termination" shall mean a
notice which shall indicate the specific termination provision in this Agreement
relied upon and shall set forth in reasonable detail the facts and circumstances
claimed to provide a basis for termination of employment under the provision so
indicated.

     

    
      
         

      

      
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    8.           Non-Competition.  Executive
acknowledges and recognizes the highly competitive nature of the businesses of
the Company and its affiliates and accordingly agrees as follows:

     

    a.           Executive
agrees that during the term of employment and until the first anniversary of the
date of termination of Executive's employment with the Company or any subsidiary
of the Company, as the case may be (the "Non-Competition
Period"), the Executive will not directly or indirectly, (i) engage in
any business that operates quick service restaurants that compete directly with
the business of El Pollo Loco, Inc. or its Affiliates in any market in which the
Company or its Affiliates operate restaurants or have targeted operating
restaurants at the time of termination of Executive's employment (a "Competitive
Business"), (ii) enter the employ of, or render any services (including in an
advisory capacity, consulting capacity, or otherwise) to, any person engaged in
a Competitive Business, (iii) acquire a financial interest in, or otherwise
become actively involved with, any person engaged in a Competitive Business,
directly or indirectly, as an individual, partner, shareholder, officer,
director, principal, agent, trustee or consultant, or (iv) interfere with
business relationships (whether formed before or after the date of this
Agreement) between the Company or any of its Affiliates and customers,
suppliers, partners, members or investors of the Company or its
Affiliates.  Notwithstanding the foregoing, Executive may, directly or
indirectly own, solely as an investment, securities of any person engaged in
Competitive Business which are publicly traded on a national or regional stock
exchange or on the over-the-counter market if Executive (i) is not a controlling
person of, or a member of a group which controls, such person and (ii) does not,
directly or indirectly, own 5% or more of any class of securities of such
person.

     

    b.           Executive
further agrees that during the Non-Competition Period, Executive will not,
directly or indirectly, (i) solicit or encourage any employee of the Company or
its Affiliates to leave the employment of the Company or its Affiliates, (ii)
solicit or encourage any employee who was employed by the Company or its
Affiliates as of the date of Executive's termination of employment with the
Company or who left the employment of the Company or its Affiliates within one
year prior to or after the termination of Executive's employment with the
Company, or (iii) solicit or encourage to cease to work with the Company or its
Affiliates any consultant then under contract with the Company or its
Affiliates.

     

    c.           It
is expressly understood and agreed that although Executive and the Company
consider the restrictions contained in this Section 8 to be reasonable, if a
final judicial determination is made by a court of competent jurisdiction that
the time or territory or any other restriction contained in this Agreement is an
unenforceable restriction against Executive, the provisions of this Agreement
shall not be rendered void but shall be deemed amended to apply as to such
maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if
any court of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to make
it enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.

     

    
      
         

      

      
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    9.           Confidentiality.  Executive
will not at any time (whether during or after Executive's employment with the
Company) disclose or use for Executive's own benefit or purposes or the benefit
or purposes of any other person, firm, partnership, joint venture, association,
corporation or other business organization, entity or enterprise other than the
Company and any of its subsidiaries or affiliates, any trade secrets,
information, data, or other confidential information relating to customers,
development programs, costs, marketing, trading, investment, sales activities,
promotion, credit and financial data, manufacturing processes, financing
methods, plans, or the business and affairs of the Company generally, or of any
subsidiary or affiliate of the Company, provided that the
foregoing shall not apply to information which is not unique to the Company or
which is generally known to the industry or the public other than as a result of
Executive's breach of this covenant; provided further that
the foregoing shall not apply when Executive is required to divulge, disclose or
make accessible such information by a court of competent jurisdiction or an
individual duly appointed thereby, by any administrative body or legislative
body (including a committee thereof) having supervisory authority over the
business of the Company, or by any administrative body or legislative body
(including a committee thereof) with jurisdiction to order Executive to divulge,
disclose or make accessible such information.  Executive agrees that
upon termination of Executive's employment with the Company for any reason, he
will return to the Company immediately all memoranda, books, papers, plans,
information, letters and other data, and all copies thereof or therefrom, in any
way relating to the business of the Company and its affiliates, except that he
may retain personal notes, notebooks and diaries that do not contain
confidential information of the type described in the preceding
sentence.  Executive further agrees that he will not retain or use for
Executive's account at any time any trade names, trademark or other proprietary
business designation used or owned in connection with the business of the
Company or its affiliates.

     

    10.           Specific Performance.
Executive acknowledges and agrees that the Company's remedies at law for a
breach or threatened breach of any of the provisions of Section 8 or Section 9
would be inadequate and, in recognition of this fact, Executive agrees that, in
the event of such a breach or threatened breach, in addition to any remedies at
law, the Company, without posting any bond, shall be entitled to cease making
any payments or providing any benefit otherwise required by this Agreement and
obtain equitable relief in the form of specific performance, temporary
restraining order, temporary or permanent injunction or any other equitable
remedy which may then be available.

     

    11.           Miscellaneous.

     

    a.           Governing
Law.  This Agreement shall be governed by and construed in
accordance with the laws of the State of California, without regard to conflicts
of laws principles thereof.

     

    b.           Entire
Agreement/Amendments.  This
Agreement contains the entire understanding of the parties with respect to the
employment of Executive by the Company.  There are no restrictions,
agreements, promises, warranties, covenants or undertakings between the parties
with respect to the subject matter herein other than those expressly set forth
herein. This Agreement supersedes any other agreements or representa­tions,
oral or otherwise, express or implied, with respect to the subject matter hereof
which have been made by either party.  This Agreement may not be
altered, modified, or amended except by written instrument signed by the parties
hereto.

     

    
      
         

      

      
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    c.           No
Waiver.  The failure of a party to insist upon strict adherence
to any term of this Agreement on any occasion shall not be considered a waiver
of such party's rights or deprive such party of the right thereafter to insist
upon strict adherence to that term or any other term of this
Agreement.

     

    d.           Severability.  In
the event that any one or more of the provisions of this Agreement shall be or
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions of this Agreement shall not be
affected thereby.

     

    e.           Assignment.  This
Agreement shall not be assignable by Executive.  This Agreement may be
assigned by the Company to a company which is a successor in interest to
substantially all of the business operations of the Company. Such assignment
shall become effective when the Company notifies the Executive of such
assignment or at such later date as may be specified in such
notice.  Upon such assignment, the rights and obligations of the
Company hereunder shall become the rights and obligations of such successor
company, provided that any
assignee expressly assumes the obligations, rights and privileges of this
Agreement.

     

    f.           Successors Binding
Agreement.  This Agreement shall inure to the benefit of and be
binding upon personal or legal representatives, executors, administrators,
successors, heirs, distributes, devises and legatees.

     

    g.           Notice.  For
the purpose of this Agreement, notices and all other communications provided for
in the Agreement shall be in writing and shall be deemed to have been duly given
when delivered or mailed by United States registered mail, return receipt
requested, postage prepaid, addressed to the respective addresses set forth
below Agreement, or to such other address as either party may have furnished to
the other in writing in accordance herewith, except that notice of change of
address shall be effective only upon receipt.

     

    If to the
Company:

    


    El Pollo
Loco, Inc.

    3535
Harbor Boulevard

    Suite
100

    Costa
Mesa, CA 92626

    Attn:
President

    


    With a
copy to:

    


    Trimaran
Capital Partners

    1325
Avenue of the Americas, 34th
Floor

    New York,
NY 10019

    Attn:
Dean Kehler

    


    
      
         

      

      
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    And
to

    


    Mistral
Equity Partners

    650 Fifth
Avenue, 31st
Floor

    New York,
New York 10019

    Attn:
Andrew Heyer

    


    If to
Executive:  To the most recent address of Executive set forth in the
personnel records of the Company.


     

    h.           Withholding
Taxes.  The Company may withhold from any amounts payable under
this Agreement such Federal, state and local taxes as may be required to be
withheld pursuant to any applicable law or regulation.

     

    i.           Counterparts.  This
Agreement may be signed in counterparts, each of which shall be an original,
with the same effect as if the signatures thereto and hereto were upon the same
instrument.

     

    IN
WITNESS WHEREOF, the parties hereto have duly executed this Agreement as of the
day and year first above written.

    
    

     

    
      	 	      
              /s/ Gary
      Campanaro

              GARY
      C. CAMPANARO

               

              CHICKEN
      ACQUISITION CORP. on behalf
of:

            


    

     

    
      
        	 	EL
      POLLO LOCO, INC.	 
	 	 	 	 
	
                 

              	
                By:
      

              	/s/ Steve
      Carley	 
	 	 	Name:
      Steve Carley	 
	 	 	Title: President	 
	 	 	 	 


      

       

    

    
      
         

      

      
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    Exhibit
A

     

    Annual
Bonus Calculation

     

    (i)           Bonuses
for any calendar year will be established by reference to budgeted "EBITDA" for
such calendar year ("Budgeted EBITDA"), with EBITDA defined as it is defined in
the Administrative Guidelines relating to the El Pollo Loco Incentive Plan for
such calendar year.  Budgeted EBITDA will be established by the
Company's Board of Directors (following annual plan reviews with the Company's
management) within the first three months of each calendar year during the
Employment Term.

     

    The bonus
for any calendar year will in no event exceed 150% of the Target Bonus for such
calendar year and will be calculated on the basis of the extent of attainment of
Budgeted EBITDA for such calendar year as follows:

     

    
      	
              EBITDA
      as Percentage of Budgeted EBITDA

            	
              Percent
      of Target Bonus To Be Paid EBITDA

            
	
              Less
      than 90%

            	
              0%

            
	
              90%

            	
              25%

            
	
              100%

            	
              100%

            
	
              125%
      or more

            	
              150%

            


    

    


    For
purposes of calculating bonuses in the event that EBITDA exceeds 90% of budgeted
EBITDA but is less than 125% of Budgeted EBITDA, payout amounts shall be
calculated in accordance with the following interpolative
principles:

     

    
      	
              !

            	
              Between
      90% of Budgeted EBITDA and 100% of Budgeted EBITDA, the payout will be
      based on a linear sliding scale between 25% and 100% of the Target Bonus
      (e.g., at 95% of Budgeted EBITDA, the payout will equal 62.5% of the
      Target Bonus, and, at 98% of Budgeted EBITDA, the payout will equal 85% of
      the Target Bonus); and

            


    

     

    
      	
              !

            	
              Between
      100% of Budgeted EBITDA and 125% of Budgeted EBITDA, the payout will be
      based on a linear sliding scale between 100% and 150% of the Target Bonus
      (e.g., at 110% of Budgeted EBITDA, the payout will equal 120% of the
      Target Bonus, and, at 120% of Budgeted EBITDA, the payout will equal 140%
      of the Target Bonus).

            


    

     

    
      
         

      

      
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    OFFICERS
FORM

     

    NON-QUALIFIED STOCK OPTION
AGREEMENT

     

    AGREEMENT,
dated as of ____________, 2009 between Chicken Acquisition Corp., a Delaware
corporation (the "Company"), and Gary C. Campanaro ,as Co-Trustee of the
Campanaro Living Trust, established August 8, 2006 (the
"Optionee").

     

    WITNESSETH:

     

    WHEREAS,
the Company, acting through its Board of Directors (the "Board") has granted to the
Optionee, effective as of the date of this Agreement, an option to purchase
shares of common stock, par value $.01, of the Company (the "Common Stock") on the terms
and subject to the conditions set forth in this Agreement;

     

    NOW,
THEREFORE, in consideration of the premises and of the mutual agreements
contained in this Agreement, the parties hereto agree as follows:

     

    SECTION
1.  Definitions.  As
used in this Agreement, the following terms have the meanings set forth
below:

     

    "Affiliate" shall have the
meaning assigned to such term in Rule 12b-2 promulgated under the Exchange
Act.

     

    "Board" has the meaning
ascribed to such term in the first recital of this Agreement.

     

    "Cause" means action by the
Optionee that constitutes misconduct, dishonesty, the failure to comply with
specific directions of the Board or the board of directors of EPL, Inc. that are
consistent with the terms of any employment agreement between EPL, Inc. and the
Optionee (after having been given a reasonably detailed written notice of, and a
period of 20 days to cure, such misconduct or failure), a deliberate and
premeditated act against the Company or its Affiliates, the commission of a
felony or substance abuse or alcohol abuse which renders the Optionee unfit to
perform his duties.  Any voluntary termination of employment by the
Optionee in anticipation of an involuntary termination of the Optionee's
employment for Cause shall be deemed to be a termination for Cause.

     

    "Change in Control" shall
mean:

     

    
      	(a)	the
      failure of the Permitted Holders collectively to beneficially own at least
      40% of the total then outstanding Shares (unless such failure occurs as a
      result of a Public Offering);
	 	 
	
              (b)

            	
              there
      is consummated a sale, in one or more related transactions, of all or
      substantially all of the assets of the Company and its Subsidiaries to a
      Person other than a Permitted Holder;
or

            


    

    


    
      
         

      

      
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        	(c)	approval
      by the Stockholders of a complete liquidation or dissolution of the
      Company.



    

     

    "Common Stock" has the meaning
ascribed to such term in the first recital of this Agreement.

     

    "Cumulative EBITDA" means, with
respect to each fiscal year of EPL, Inc., the actual aggregate amount of EBITDA
of the Company and its consolidated subsidiaries for the period commencing on
January 1, 2009 and ending on the last day of such fiscal year (with such period
being treated as one accounting period for such purposes).

     

    "Cumulative EBITDA Target"
means, with respect to each fiscal year of the Company, an amount as determined
by the Board in its sole discretion with respect to such year.

     

    "EBITDA" means the income of
EPL, Inc. (i) before, without duplication, interest expense, amortization of
deferred financing fees and acquisition related bank/financing fees, income
taxes, depreciation and amortization, (ii) before gains (or losses) on the sale
of EPL, Inc. operated restaurants or other significant assets and (iii) after
all bonuses and profit sharing expenses of the Company of any kind.

     

    "EBITDA Target" means, with
respect to each fiscal year of EPL, Inc., an amount as determined by the Board
in its sole discretion with respect to such year.

     

    "EPL, Inc." shall mean El Pollo
Loco, Inc., a Delaware corporation.

     

    "Exercise Notice" has the
meaning ascribed to such term in Section 5 of this Agreement.

     

    "Fair Market Value" of a share
of Common Stock on any date shall be, if the Common Stock is listed on a
national stock exchange, the officially quoted closing price on such stock
exchange, or if the Common Stock is listed on the NASDAQ National Market, the
officially quoted closing price on NASDAQ, or, if the Common Stock is listed on
NASDAQ but not on the National Market, the average of the closing bid and asked
prices reported by NASDAQ, in each case on the date as of which the value is to
be determined (or if such date is not a trading day, as of the preceding trading
day), or if the Common Stock is not so listed, the fair market value determined
in good faith by the Board.

     

    "Option" has the meaning
ascribed to such term in Section 2 of this Agreement.

     

    "Option Shares" has the meaning
ascribed to such term in Section 2 of this Agreement.

     

    "Option Term" has the meaning
ascribed to such term in Section 3 of this Agreement.

     

    "Person" means any individual,
partnership, limited liability company, corporation, group, trust or other legal
entity.

     

    
      
         

      

      
        12

        
          

        

      

      
         

      

    

     

    "Permitted Holders" shall mean
any of the following: Trimaran Fund II, L.L.C., Trimaran Parallel Fund II, L.P.,
Trimaran Capital, L.L.C., CIBC Employee Private Equity Fund (Trimaran) Partners,
CIBC Capital Corp., Trimaran Pollo Partners, L.L.C, FS Equity Partners V, L. P,
FS Affiliates V, L. P. (or any investment fund or other entity directly or
indirectly Controlled by or under common Control with any of the
foregoing).

     

    "Public Offering" shall mean
a public offering and sale of Company Common Stock for cash pursuant to an
effective registration statement under the Securities Exchange Act of 1934, as
amended from time to time, with an aggregate public offering price of at least
$50,000,000.

     

    "Shares" means, collectively,
the shares of Common Stock subject to the Option, whether such shares are Option
Shares or Vested Shares.

     

    "Stockholders Agreement" means
the Stockholders Agreement, dated as of November 18, 2005, among the Company, and certain
other stockholders of the Company, as it may be amended from time to
time.

     

    "Vested Shares" means the
option Shares with respect to which the Option is exercisable at any particular
time.

     

    SECTION
2.  Option;
Option Price.  On the terms and subject to the conditions of
this Agreement, the Optionee shall have the option (the "Option") to purchase up to
11,123 shares (the "Option
Shares") of Common Stock at the price of $______ per Option Share (the
"Option
Price").

     

    SECTION
3.  Term.  The
term of the option (the "Option
Term") shall commence on the date hereof and expire on the tenth
anniversary of the date hereof, unless the Option shall theretofore have been
terminated in accordance with the terms of this Agreement.

     

    SECTION
4.  Time of
Exercise.

     

    (a)         Unless
accelerated as otherwise provided in Section 4(b), 4(c), 15(b) of this
Agreement, the Option shall become exercisable as to 100% of the Option Shares
on the _____________ month after the date hereof.

     

    (b)         (1)  On
the last day of each of the Company's fiscal years beginning with the fiscal
year ending December 31, 2009 through the fiscal year ending December 31, 2014
(each, an "Accelerated Vesting
Date"), if the Company's EBITDA for the fiscal year ending on such
Accelerated Vesting Date is equal to or exceeds the EBITDA Target for such
fiscal year, then the Option shall immediately become exercisable in accordance
with the following schedule:

     

    
      
         

      

      
        13

        
          

        

      

      
         

      

    

     

    
      	 	      
              18%
      (2,002 shares)

               

              20%
      (2224 shares)

               

              20%
      (2224 shares)

               

              20%
      (2225 shares)

               

              20%
      (2225 shares)

               

              2% 
      (223 shares)

            	
              Fiscal
      Year 2009

               

              Fiscal Year 2010

               

              Fiscal Year 2011


              Fiscal Year 2012

               

              Fiscal Year 2013

               


              Fiscal Year 2014

            


    

     

    (ii)           Notwithstanding
any failure by the Company to meet the EBITDA Target for any fiscal year, the
portion of the Option which would have become exercisable pursuant to subsection
(i) above on the applicable Accelerated Vesting Date shall become exercisable on
a subsequent Accelerated Vesting Date if, with respect to such subsequent
Accelerated Vesting Date, the Company's Cumulative EBITDA for the fiscal year
ending on such Accelerated Vesting Date is equal to or greater than the
Cumulative EBITDA Target for such fiscal year.

     

    (c)         In
the event the Company makes any capital expenditures not contemplated by the
projections upon which the EBITDA and Cumulative EBITDA Targets are based, or
consummates any mergers or acquisitions or divestitures (whether of assets or
stock or other interests) or other extraordinary actions, the Board will
determine in good faith appropriate adjustments to the EBITDA and Cumulative
EBITDA Targets, which adjustments shall be final and binding.

     

    (d)         Except
as otherwise provided in Section 7, the Option shall remain exercisable as to
all such Vested Shares until the expiration of the Option Term.

     

    SECTION
5.  Procedure for
Exercise.

     

    (a)         The
Option may be exercised with respect to Vested Shares, from time to time, in
whole or in part (but for the purchase of whole shares only), by delivery of a
written notice (the "Exercise Notice") from the Optionee
to the Company, which Exercise Notice shall:

     

    (i)           state
that the Optionee elects to exercise the Option;

     

    (ii)           state
the number of Vested Shares with respect to which the Optionee is exercising the
Option;

     

    (iii)           in
the event that the Option shall be exercised by the representative of the
Optionee's estate pursuant to Section 12, include appropriate proof of the right
of such Person to exercise the Option;

     

    (iv)           state
the date upon which the Optionee desires to consummate the purchase of such
Vested Shares (which date must be prior to the termination of the Option);
and

     

    
      
         

      

      
        14

        
          

        

      

      
         

      

       

    

    (v)           comply
with such further provisions as the Company may reasonably require.

     

    (b)         Payment
of the Option Price for the Vested Shares to be purchased on the exercise of the
Option shall be made by certified or bank cashier's check payable to the order
of the Company, delivery of shares of Common Stock held for at least six months,
valued at their Fair Market Value as of the trading day immediately prior to the
date of exercise or by a combination of any of the foregoing means of
payment.

     

    (c)         As
a condition to the exercise of the Option and prior to the issuance of any
Vested Shares, the Optionee (or the representative of his estate) shall be
required to execute the Stockholders Agreement with respect to the Option
Shares.

     

    (d)         The
Company shall be entitled to require, as a condition of delivery of the Vested
Shares, that the Optionee agree to remit and when due an amount in cash
sufficient to satisfy all current or estimated future federal, state and local
withholding, and employment taxes relating thereto.

     

    SECTION
6.  Dividends.  Upon
the payment of a dividend with respect to the Common Stock, the Optionee shall
be entitled to receive the economic equivalent of such dividend as if all
Options had been exercised for Common Stock prior to the payment of the
dividend.

     

    SECTION
7.  Termination of
Employment

     

    .  All
or any part of the Option, to the extent unexercised, shall terminate
immediately upon the Optionee's termination of employment with the Company or
any of its Affiliates, except that the Optionee shall have ninety (90) days
following the date of such termination of employment to exercise any portion of
the Option that he could have exercised on the date of such termination of
employment; provided, however, that such
exercise must be accomplished prior to the expiration of the Option
Term.  Notwithstanding the foregoing, if the Optionee's termination of
employment is due to his retirement, total and permanent disability (as
determined by the Board) or death, the Optionee, or the representative of the
estate of the Optionee, as the case may be, may exercise any portion of the
Option which the Optionee could have exercised on the date of such termination
for a period of nine months thereafter; provided, however, that such
exercise must be accomplished prior to the expiration of the Option
Term.  Notwithstanding the foregoing, in the event of a termination of
the Optionee's employment with the Company or any of its Affiliates for Cause,
the unexercised portion of the Option shall terminate immediately and the
Optionee shall have no right thereafter to exercise any part of the
Option.  Notwithstanding the preceding, any portion of the Option
which is not exercisable at the time of termination of the Optionee's employment
(for any reason) shall terminate and become null and void.

     

    SECTION
8.  Non-Competition

     

    .  (a)  The
Optionee agrees that during the term of employment and until the first
anniversary of the date of termination of the Optionee's employment with the
Company or any direct or indirect subsidiary of the Company, as the case may be,
such Optionee will not directly or indirectly, (i) engage in any business that
operates quick service restaurants that compete directly with the business of
EPL, Inc. or its Affiliates in any market in which EPL, Inc. or its Affiliates
presently operate restaurants or have targeted operating restaurants at the time
of termination of such Optionee's employment (a "Competitive Business"), (ii)
enter the employ of, or render any services to, any Person engaged in a
Competitive Business, (iii) acquire a financial interest in, or otherwise become
actively involved with, any person engaged in a Competitive Business, directly
or indirectly, as an individual, partner, shareholder, officer, director,
principal, agent, trustee or consultant, or (iv) interfere with business
relationships (whether formed before or after the date of this Agreement)
between the Company or any of its Affiliates and customers, suppliers, Partners,
members or investors of the Company or its
Affiliates.  Notwithstanding the foregoing, the Optionee may, directly
or indirectly own, solely as an investment, securities of any Person engaged in
the business of the Company or its Affiliates which are publicly traded on a
national or regional stock exchange or on the over-the-counter market if the
Optionee (i) is not a controlling Person of, or a member of a group which
controls, such Person and (ii) does not, direct or indirectly, own 5% or more of
any class of securities of such Person.

    


    
      
         

      

      
        15

        
          

        

      

      
         

      

       

    

    (b) It is expressly understood and
agreed that although Optionee and Company consider the restrictions contained in
this Section 8 and the following Section 9 to be reasonable, if a final judicial
determination is made by a court of competent jurisdiction that the time or
territory or any other restriction contained in this Agreement is an
unenforceable restriction against Optionee, the provisions of this Agreement
shall not be rendered void but shall be deemed amended to apply as to such
maximum time and territory and to such maximum extent as such court may
judicially determine or indicate to be enforceable.  Alternatively, if
any court of competent jurisdiction finds that any restriction contained in this
Agreement is unenforceable, and such restriction cannot be amended so as to make
it enforceable, such finding shall not affect the enforceability of any of the
other restrictions contained herein.

     

    SECTION
9.  Non-Solicitation

     

    .  The
Optionee further agrees that during the term of employment and until the first
anniversary of the date of termination of the Optionee's employment with the
Company or any direct or indirect subsidiary of the Company, such Optionee will
not, directly or indirectly, (i) solicit or encourage any employee of the
Company or its Affiliates to leave the employment of the Company or its
Affiliates, (ii) hire any such employee who was employed by the Company or its
Affiliates as of the date of Optionee's termination of employment with the
Company or who left the employment of the Company or its Affiliates within two
years prior to or after the termination of Optionee's employment with the
Company, or (iii) solicit or encourage to cease to work with the Company or its
Affiliates any consultant then under contract with the Company or its
Affiliates.

     

    SECTION
10.  No
Rights as a Stockholder

     

    .  Except
as set forth in Section 6, the Optionee shall not have any rights or privileges
of a stockholder with respect to any Shares unless and until certificates
representing such Shares shall be issued by the Company to such
Optionee.

     

    SECTION
11.  Additional Provisions
Related to Exercise

     

    .  In
the event of the exercise of the Option at a time when there is not in effect a
registration statement under the Securities Act of 1933, relating to the Shares,
the Optionee hereby represents and warrants, and by virtue of such exercise
shall be deemed to represent and warrant to the Company that the Option Shares
are being acquired for investment only and not with a view to the distribution
thereof, and the Optionee shall provide the Company with such further
representations and warranties as the Board may reasonably require in order to
ensure compliance with applicable federal and state securities, "blue sky" and
other laws.  No Shares shall be purchased upon the exercise of the
Option unless and until the Company and/or the Optionee shall have complied with
all applicable federal or state registration, listing and/or qualification
requirements and all other requirements of law or of any regulatory agencies
having jurisdiction.

     

    
      
         

      

      
        16

        
          

        

      

      
         

      

       

    

    SECTION
12.  Restriction on
Transfer.

     

    (a)         The
Option may not be transferred, pledged, assigned, hypothecated or otherwise
disposed of in any way by the Optionee and may be exercised during the lifetime
of the Optionee only by the Optionee.  If the Optionee dies, the
Option shall thereafter be exercisable, during the period specified in Section
7, by the representative of his estate to the full extent to which the Option
was exercisable by the Optionee at the time of his death.  The Option
shall not be subject to execution, attachment or similar
process.  Any attempted assignment, transfer, pledge, hypothecation or
other disposition of the Option contrary to the provisions hereof, and the levy
of any execution, attachment or similar process upon the Option, shall be null
and void and without effect.

     

    (b)         Any
shares issued to the Optionee upon exercise of the Option shall be subject to
the restrictions contained in the Stockholders Agreement and shall be deemed
Stock (as defined in the Stockholders Agreement) for all purposes
thereunder.

     

    SECTION
13.  Restrictive
Legend

     

    .  All
stock certificates representing shares issued upon exercise of the Option shall,
unless otherwise determined by the Board, have affixed thereto a legend
substantially in the following form:

     

    "THE
SHARES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO A STOCKHOLDERS' AGREEMENT
AMONG EPL HOLDINGS, INC., EPL INTERMEDIATE, INC. AND CERTAIN MINORITY
STOCKHOLDERS NAMED THEREIN, A COPY OF WHICH IS ON FILE WITH THE SECRETARY OF THE
COMPANY.  NO TRANSFER, SALE, ASSIGNMENT, PLEDGE, HYPOTHECATION OR
OTHER DISPOSITION OF THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY BE MADE
EXCEPT IN ACCORDANCE WITH THE PROVISIONS OF SUCH STOCKHOLDERS'
AGREEMENT.  THE HOLDER OF THIS CERTIFICATE, BY ACCEPTANCE OF THIS
CERTIFICATE, AGREES TO BE BOUND BY ALL OF THE PROVISIONS OF SUCH STOCKHOLDERS'
AGREEMENT."

     

    "THE
SHARES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933.  THE SHARES HAVE BEEN ACQUIRED FOR INVESTMENT
AND MAY NOT BE SOLD, TRANSFERRED OR ASSIGNED IN THE ABSENCE OF EITHER AN
EFFECTIVE REGISTRATION STATEMENT FOR THESE SHARES UNDER THE SECURITIES ACT OF
1933 OR AN OPINION OF COUNSEL THAT REGISTRATION IS NOT REQUIRED UNDER SAID
ACT."

     

    
      
         

      

      
        17

        
          

        

      

      
         

      

       

    

    SECTION
14.  Optionee's
Employment

     

    .  Nothing
in the Option shall confer upon the Optionee any right to continue in the employ
of the Company or any of its Affiliates or interfere in any way with the right
of the Company or its Affiliates or stockholders, as the case may be, to
terminate the Optionee's employment or to increase or decrease the Optionee's
compensation at any time.

     

    SECTION
15.  Adjustment.

     

    (a)         Subject
to Section 12(b), if the Common Stock is changed by reason of a stock split,
reverse stock split, stock dividend or recapitalization, or converted into or
exchanged for other securities as a result of a merger, consolidation or
reorganization, the Board shall make such adjustment in the number and class of
shares of stock subject to the Option, and such adjustments to the Option Price,
as shall be equitable and appropriate in its good faith judgment under the
circumstances.

     

    (b)         The
following rules shall apply in connection with the occurrence of a Public
Offering or Change in Control, as applicable:

     

    (i)           If
the Public Offering occurs less than two years following the Effective Date, the
Optionee shall be given (A) written notice of such Public Offering at least 20
days prior to its proposed effective date (as specified in such notice) and (B)
an opportunity during the period commencing with delivery of such notice and
ending 10 days prior to such proposed effective date, to exercise (x) the Vested
Shares and (y) fifty percent (50%) of the Shares subject to the Option that are
unvested as of the date of the notice (the "Accelerated Shares"), contingent
upon the effectiveness of such Public Offering.  Upon
the occurrence of the Public Offering, the Vested Shares and the
Accelerated Shares shall thereafter be fully vested and remain exercisable in
accordance with the terms of the original grant.  The other fifty
percent (50%) of the Shares subject to the Option that remain unvested upon the
occurrence of the Public Offering shall automatically terminate and the Optionee
shall be entitled to receive a grant of restricted stock in the company subject
to the initial public offering with an economic value equal to Fair Market Value
(measured at the close of business of the first day of public trading) of the
shares underlying the terminated unvested Options minus the aggregate exercise
price of such options.

     

    (ii)           If
a Public Offering occurs more than two years following the Effective Date or if
a Change in Control occurs following the Effective Date, the Optionee shall be
given (A) written notice of such Public Offering or Change in Control, as
applicable, at least 20 days prior to its proposed effective date (as specified
in such notice) and (B) an opportunity during the period commencing with
delivery of such notice and ending 10 days prior to such proposed effective
date, to exercise the Option in full, contingent upon the effectiveness of such
Public Offering or Change in Control.  Upon the occurrence of the
Public Offering, the Option shall thereafter be fully vested and remain
exercisable in accordance with the terms of the original grant.  Upon
the occurrence of a Change in Control, the Option shall be fully vested provided
however that, to the extent the Option is not exercised, the Option shall
automatically terminate unless provision is made in connection with the Change
in Control, as applicable for the assumption of the Option by, or the
substitution for the Option of new options covering the stock of, the
surviving successor of purchasing corporation, or a parent or subsidiary
thereof, with appropriate adjustments as to the number, kind and option price of
shares subject to the Option.

     

    
      
         

      

      
        18

        
          

        

      

      
         

      

    

     

    (c)          
The following rules shall apply in connection with Section 15(a) and (b)
above:

     

    (i)           
no fractional shares shall be issued as a result of any such adjustment, and any
fractional shares resulting from the computations pursuant to Section 15(a) or
(b) shall be eliminated without consideration from the Option;

     

    (ii)           
no adjustment shall be made for the issuance to stockholders of rights to
subscribe for additional shares of Common Stock or other securities;
and

     

    (iii)           any
adjustment referred to in Section 15(a) or (b) shall be made by the Board in its
sole discretion and shall be conclusive and binding on the
Optionee.

     

    SECTION
16.  Notices

     

    .  All
notices, claims, certificates, requests, demands and other communications
hereunder shall be in writing and shall be deemed to have been duly given and
delivered if personally delivered or if sent by nationally recognized overnight
courier, by telecopy or by registered or certified mail, return receipt
requested and postage prepaid, addressed as follows:

     

    (a)           if
to the Company, to it at:

     

    Chicken
Acquisition Company

    c/o
Trimaran Capital Partners

    1325
Avenue of the Americas, 34th
Floor

    New York,
NY 10019

     

    Attn:
Dean Kehler

    


    With a
copy to:

    


    General
Counsel

    El Pollo
Loco

    3535
Harbor Blvd., Suite 100

    Costa
Mesa, CA 92626

     

    (b)         if
to the Optionee, to him at such Optionee's address as most recently supplied to
the Company and set forth in the Company's records or to such other address as
the party to whom notice is to be given may have furnished to the other party in
writing in accordance herewith.  Any such notice or communication
shall be deemed to have been received (i) in the case of personal delivery,
on the date of such delivery (or if such date is not a business day, on the next
business day after the date sent), (ii) in the case of nationally-recognized
overnight courier, on the next business day after the date sent, (iii) in the
case of telecopy transmission, when received (or if not sent on a business day,
on the next business day after the date sent), and (iv) in the case of mailing,
on the third business day following the date on which the piece of mail
containing such communication is posted.

     

    
      
         

      

      
        19

        
          

        

      

      
         

      

    

     

    SECTION
17.  Waiver
of Breach.  The
waiver by either party of a breach of any provision of this Agreement must be in
writing and shall not operate or be construed as a waiver of any other or
subsequent breach.

     

    SECTION
18.  Optionee's
Undertaking.  The
Optionee hereby agrees to take whatever additional actions and execute whatever
additional documents the Company may in its reasonable judgment deem necessary
or advisable in order to carry out or effect one or more of the obligations or
restrictions imposed on the Optionee pursuant to the provisions of this
Agreement.

     

    SECTION
19.  Amendment.  This
Agreement may not be amended, terminated, suspended or otherwise modified except
in a written instrument, duly executed by both parties.

     

    SECTION
20.  Governing
Law.  This
Agreement shall be governed by, and construed in accordance with, the laws of
the State of Delaware (without giving effect to choice or conflict of law
principles).

     

    SECTION
21.  Consent
to Jurisdiction.  Each
party hereby agrees that any action to enforce which arises out of or in any way
relates to any of the provisions of this Agreement shall be brought and
prosecuted exclusively in any federal or state court located within the City of
New York; and the parties irrevocably and unconditionally submit to the
jurisdiction of such courts and to service or process by registered mail, return
receipt requested, or by any other manner provided by New York law.

     

    SECTION
22.  Counterparts.  This
Agreement may be executed in one or more counterparts, and each such counterpart
shall be deemed to be an original, but all such counterparts together shall
constitute but one agreement.

     

    SECTION
23.  Entire
Agreement.  This
Agreement (and the other writings incorporated by reference herein) constitute
the entire agreement between the parties with respect to the subject matter
hereof and supersede all prior written or oral negotiations, commitments,
representations and agreements with respect thereto.

     

    SECTION
24.  Severability.  In
the event any one or more of the provisions of this Agreement should be held
invalid, illegal or unenforceable in any respect in any jurisdiction, the
validity, legality and enforceability of the remaining provisions of this
Agreement shall not in any way be affected or impaired thereby.

     

    
      
         

      

      
        20

        
          

        

      

      
         

      

       

    

    SECTION
25.  Code
Section 409A Compliance.  Notwithstanding any provision of this
Agreement, to the extent that the Committee determines that any Option granted
under this Agreement is subject to Section 409A of the Code and fails to comply
with the requirements of Section 409A of the Code, notwithstanding anything to
the contrary contained in this Agreement, the Committee reserves the right to,
in good faith, amend, restructure, or replace the Option in order to cause the
Option to either not be subject to Section 409A of the Code or to comply with
the applicable provisions of such section and in order to provide the Optionee
with substantially the same economic benefits without violating Section
409A.

    


    *     *     *


     

    
      
         

      

      
        21

        
          

        

      

      
         

      

       

    

    IN
WITNESS WHEREOF, the parties hereto have executed this Non-Qualified Stock
Option Agreement as of the date first written above.

     

    
      
        	 	CHICKEN
      ACQUISITION CORP.	 
	 	 	 	 
	
                 

              	
                By:
      

              	 	 
	 	 	Name:
      Steve Carley	 
	 	 	Title:
      Vice President	 
	 	 	 	 


      

    

     

    
      	 	OPTIONEE	 
	 	 	 	 
	
               

            	
              By:
      

            	 	 
	 	 	Name