**EXHIBIT 10.54**

 

**EMPLOYMENT AGREEMENT**

 

THIS AGREEMENT(“Agreement”) is made as of the 16th day of May, 2002, by andbetween Big Buck Brewery and Steakhouse, Inc. (“Employer”) and Timothy Pugh(“Employee”),

 

WHEREAS,Employee has for a period of time been employed by Employer, and

 

WHEREAS,Employer and Employee wish to reduce to writing the terms of said employment,

 

NOW,THEREFORE, in return for the mutual consideration described herein and forother good and valuable consideration, the receipt, adequacy and sufficiency ofwhich are hereby acknowledged, the parties agree as follows:

 

1.             Employment.  Employer shall continue to employ Employeeon the terms and conditions contained herein. Employee shall at all times devote his full time and best efforts exclusivelyto the performance of his duties on behalf of Employer and shall at no timemaintain any other employment or perform any service for any other person orentity, whether or not for compensation, without the express writtenauthorization of Employer.

 

2.             Term.  The term of this Agreement shall continueunless and until terminated as provided in paragraph 5 hereof.

 

3.             Title/Duties.  Employee’s title shall be that of ChiefOperating Officer (“COO”).  AsEmployer’s COO, he shall report to the President and his duties shall be asdescribed on Attachment A hereto and otherwise as determined from time to timeby Employer.

 

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4.             Compensation.  As total compensation for all servicesperformed by Employee under this Agreement, Employer shall pay and provide toEmployee:

 

(i)                                     Anannual salary of One Hundred Twenty Seven Thousand Five Hundred Dollars($127,500.00) paid in equal bimonthly payments, or such other amount asEmployer and Employee may mutually agree in writing from time to time.

 

(ii)                                  Anannual bonus as described in Attachment B hereto.  Employee must be actively employed on the date said bonus is paidin order to be entitled to receive same.

 

(iii)                               Suchfringe benefits as Employer provides from time to time to other seniorexecutive employees of Employer.

 

5.             Termination.  This Agreement shall be terminable by eitherparty, at any time, with or without Cause. In the event Employee terminates this Agreement for any reason, or inthe event Employer terminates this Agreement at any time for Cause, or afterthe third anniversary of this Agreement without Cause, Employer shall have noobligation to Employee beyond the payment of Employee’s base salary and fringebenefits through the effective date of termination.  In the event Employer elects to terminate this Agreement withoutCause prior to the third anniversary of same, Employer shall be obligated tocontinue to pay Employee amounts equal to his regular salary for a period ofsix (6) months after the effective date of said termination.  For purposes of this Agreement, “Cause”shall mean Employee’s death; Employee’s inability to perform the essentialfunctions of his position for any period(s) exceeding twelve (12) weeks in anyone (1) year period; the commission by Employee of any fraud, embezzlement or otheract of moral turpitude affecting Employer. Employee’s right to receive said continuing payments shall beconditioned on Employee executing a full release of liability satisfactory toEmployer.

 

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6.             Confidential Information.  Employee understands and agrees that he hasreceived and will continue to receive in the course of his employment byEmployer certain trade secret and other confidential information relating toEmployer’s business.  Employee agreesfor all time, both during and after his employment by Employee, to maintain asstrictly confidential and not to use, communicate or otherwise disclose to anyother entity any of said information.

 

7.             Solicitation of Employees.  Employee further agrees and covenants thathe will not, either during or after his Term of employment by Employer,directly or indirectly, approach, solicit, entice, induce or facilitate anyperson who is or becomes an employee of or a consultant to Employer, to becomeemployed by or otherwise perform services for any other entity, or to otherwisechange his/her relationship with Employer. Employer’s rights under this provision shall be assignable by Employer.

 

8.             Entire Agreement.  This Agreement the entire agreement betweenthe parties and shall be subject to change only in writing signed by bothparties.  Any dispute involving thisAgreement or any other aspect of Employee’s employment by Employer, includingbut not limited to any termination thereof, shall be exclusively subject toarbitration before the American Arbitration Association.  Any decision of the American ArbitrationAssociation shall be final, binding and enforceable in a court of law.

 

IN WITNESSWHEREOF, the parties have executed this Agreement on the date first abovestated.

 
| WITNESS:             |   | BIG BUCK  BREWERY & STEAKHOUSE, INC. |
|----------------------|--------|------------------------------------------|
|                 |   |                                     |
| /s/ Cheryl  L. Klein |   | By:                                      | /s/ William  F. Rolinski |
| Cheryl L.  Klein     |   |                                     |
| /s/ Diane M.  House  |   |                                     | Its: | President |
| Diane M.  House      |   |                                     |
|                      |        |                                          |  |  |  |

 

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|              |   |                 |   |
|-------------------|--------|----------------------|--------|
| WITNESS:          |   | EMPLOYEE             |   |
|              |   |                 |   |
| /s/ Anna E.  Pugh |   |                 |   |
|              |   |                 |   |
|              |   | /s/ Timothy  J. Pugh |   |
|              |   | Timothy Pugh         |   |

 

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**ATTACHMENT A**

 

**ChiefOperating Officer**

**BigBuck Brewery & Steakhouse**

**JobDescription & Functions**

 

I.   Job Description:

Plan and direct all aspects ofBig Buck Brewery & Steakhouse’s operational policies, objectives, andinitiatives.  Rely on experience andjudgment to plan and accomplish goals.

Direct Reports:  Director of Operations, General Managers

 

II.  Functions:

**Financial*

*Annualbudgeting.

*Daily/weeklyreview of financial indicators (sales, labor and cost of goods, etc.).

*Period/Quarterreconciliation.

*Approval ofall purchase orders (brewery, R & M, retail, expense reports).

*Weeklyaccounts payable ageing review.

**Operations*

*Dailyoversight of all areas of restaurant operations.

*Foodproduction and delivery.

*Guestservice.

*Breweryoperations.

*Develop,coordinate, and implement policies and procedures.

*Developagenda for and conduct weekly General Manager’s conference call meeting.

*Guestcorrespondence oversight.

**Quality Control*

*Conductquarterly Quality Control Inspections.

*Review of andfollow-up to Mystery Shopper reports.

*Review of andfollow-up to comment cards or other guest correspondence.

*Dailyoversight of operations.

**Human Resources*

*Managementoversight and development operationally.

*Managementperformance appraisals.

*Staff QualityCircle Meetings.

*Payrollincreases.

*Compose andmaintain employee handbook content.

*Investigations.

*DisciplinaryActions.

*Bi-monthlymanagement payroll approval.

*Source andinterview internal and external management candidates.

*Orient newmanagers.

*Personnelplacement.

**Strategic Planning*

*Develop andcompose annual corporate strategic plan.

*Develop annualstore-level goals based on corporate strategic plan.

*Developagendas for monthly corporate directional meeting.

*Composeoperations performance text for quarterly and annual SEC reports.

*Review andassess expansion options, such as Lansing, Japan, Novi, Star Theatre.

**Menu Research and Development*

*Assess andapprove menu item selection and recipe development.

 

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**Marketing*

*Oversight ofand coordination with Hoffman & Associates.

*Coordinatespecial marketing events.

*Oversight ofLocal Restaurant Marketing program in each store.

**Procurement*

*Evaluate and approve purchasing programs for food and beverageproducts, equipment, supplies, including uniforms, tableware, promotionalpieces, signage.

*Overseeselection, inventories, marketing of retail items.

**Facilities Management*

*Capitalimprovement budgets and expenditures.

*Seasonalmaintenance contracts.

*Ongoing dailymaintenance.

 

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**ATTACHMENT B**

**BIG BUCK BREWERY & STEAKHOUSE, INC.**

**2002 Chief Operating Officer Bonus Plan**

 

Potential bonus will be basedon Balanced Results and allocated as follows:

 
| SALES                 |   | 20 | % |
|-----------------------|--------|----|---|
| C.O.S.                |   | 20 | % |
| LABOR                 |   | 20 | % |
| CONTROLABLE  EXPENSES |   | 20 | % |
| MYSTERY  SHOPS        |   | 20 | % |

 

Quarterly Bonus Structure

 

The bonus plan will be dividedequally among Sales, Labor, Cost of Sales, Controllable Expenses and MysteryShopper scores.  The plan will pay out$250.00 per category per location on a quarterly basis.  If the restaurant location fails to meet orexceed their budget, no bonus will be paid. If the store fails to meet an average of 85% or better mystery shopperscore for the quarter no bonus will be paid for that location.  Total compensation potential for eachlocation will be $1,250.00 per quarter.

 
|                       |   | **Gaylord** |   | **G.R.** |   | **Auburn** |   | **Dallas** |   |
|----------------------------|--------|-------------|--------|----------|--------|------------|--------|------------|--------|
| **Sales**                  |   | 250         |   | 250      |   | 250        |   | 250        |   |
| **Labor**                  |   | 250         |   | 250      |   | 250        |   | 250        |   |
| **Cost  of Sales**         |   | 250         |   | 250      |   | 250        |   | 250        |   |
| **Controllable  Expenses** |   | 250         |   | 250      |   | 250        |   | 250        |   |
| **Mystery  Shops**         |   | 250         |   | 250      |   | 250        |   | 250        |   |
| **Bonus  Potential**       |   | 1250        |   | 1250     |   | 1250       |   | 1250       |   |
|                       |   |        |   |     |   |       |   |       |   |
| **Quarterly  Potential**   |   |        |   |     |   |       |   | 5000       |   |
| **Yearly  Potential**      |   |        |   |     |   |       |   | 20,000     |   |

 

The quarterly bonus, will bepaid only if:

 

(1)                                  Employedby the company at the time bonuses are distributed.

 

(2)                                  In“Good Standing” and not in formal “Job Jeopardy”, as a result of formal actionplans calling for immediate improvements, in order to qualify for incentives.

 

Financial results will bemeasured by each stores approved disputed amount(s).  Bonus will be paid (45) forty-five days of ending a quarterlyfinancial period and coinciding with a scheduled payroll run.

*** ***

***Big Buck Brewery & Steakhouse, Inc.reserves the right to change or modify this plan at its discretion.***

 

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