Exhibit 10.29


 





 


November 19, 2004


 


Mr.
William G. Shrader


11160
E Gold Dust Ave


Scottsdale,
Arizona  85259


 


Dear
Bill,


 


On
behalf of MAIN STREET RESTAURANT GROUP, INC (MSRG). I am pleased to summarize
your compensation agreement as President and CEO.


 


The term of this agreement is two (2) years
commencing on January 1, 2005 and ending on April 1, 2007. Your annual salary for
2005 will be at an annual rate of $373,800 (payable bi-weekly in the normal
payroll practices of MSRG).  Compensation
for the year 2006 is to be increased by at least $10,000, or such higher amount
determined and agreed to by the Compensation Committee of the Board of
Directors.


 


Additionally, this agreement provides for you to
continue your participation in the Company’s performance bonus, stock option and
restricted stock grant programs.


 


BONUS


 


Earned Bonus compensation is determined as a
percentage of base compensation, measured by meeting EBITDA (Cash flow) Targets
as follows:


 


•                  30% bonus
if Main Street meets last year’s EBITDA target


•                  45% bonus
if Main Street meets Budgeted EBITDA target


•                  60% bonus
maximum if Main Street exceeds budgeted EBITDA by the difference of budgeted
EBITDA and last year’s actual EBITDA


 


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By way of example only for the bonus computation, if
last year’s EBITDA is $10.0 million and the current year Budgeted EBITDA target
is $12.5 million, then the following bonus percentage would apply to the base
compensation if the actual EBITDA is as follows:


 


	
  $10.0 million

  	
   

  	
  30%

  	
   

  	
  Achieving last year’s EBITDA

  
	
  $11.0 million

  	
   

  	
  36%

  	
   

  	
  1.0 m / 2.5 m times 15%

  
	
  $12.5 million

  	
   

  	
  45%

  	
   

  	
  Achieving target EBITDA

  
	
  $13.0 million

  	
   

  	
  48%

  	
   

  	
  .5 m / 2.5 m times 15%

  
	
  $15.5 million

  	
   

  	
  60%

  	
   

  	
  Maximum % that can be earned

  



 


STOCK OPTIONS OR RESTRICTED STOCK


 


Stock Options


 


If MSRG continues with its current stock option
program, Mr. Shrader will be awarded 100,000 ten year options, vesting 1/3 at
the time of issuance, 1/3 after one year and the final 1/3 two years later. The
option price for all options will be the market price on the date of approval
and grant by the compensation committee of the board of directors.


 


Restricted
Stock Grants


 


If MSRG discontinues its stock option grant program
and replaces it with a Restricted Stock Grant program, then Mr. Shrader will be
entitled to receive 25,000 restricted shares each year at the same terms and
conditions as set forth by the Compensation committee of the board.


 


BENEFITS


 


You will be eligible for the standard employee
health and welfare package in addition to an annual, company-paid executive
physical and participation in the company’s 401(K) program.


 


DEATH OR DISABILITY


 


In the event of your death or permanent disability
(as reasonably determined by Main Street) during the term of this agreement,
Mr. Shrader will receive a continuation of his salary for (12) twelve months,
payable monthly to his estate or designee. In addition he will be entitled to
the prorated bonus which would have accrued under this agreement.  It is expected that during 2005, the company
will evaluate life insurance benefit programs that would be expected to replace
this section.


 


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SEVERANCE UPON TERMINATION
WITHOUT CAUSE


 


If you are terminated without cause you will be
eligible to receive (12) months of your base pay plus a prorated amount of your
annual bonus (if applicable) earned during your last year of active employment.


 


CHANGE IN CONTROL


 


In the event of a Change of Control (an event where
the control of MSRG becomes vested in stockholders different than those who
control today), all non-vested stock options and/or restricted stock grants will
become immediately vested.  In addition,
at your option you will receive 24 months of your base salary, plus a prorated
amount of your annual bonus earned for the portion of the year actually worked
as severance, or the opportunity to accept, if offered, an equivalent position
and salary with the then new organization


 


This
contract supersedes any other promises, offers or previous contracts or
agreements.


 


Bill,
on behalf of the Company and Board of Directors I would like to congratulate
you on the progress you have made with the company in the short time you have
been its CEO and wish you the best of luck in continuing this adventure with
Main Street.  We believe that you have
made a substantial contribution to the organization and will direct the company
to achieving our present and future goals.


 


	
  Sincerely,

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ John F. Antioco

  	
   

  	
   

  
	
  John F. Antioco

  	
   

  
	
   

  	
   

  
	
  Chairman of Compensation Committee

  	
   

  
	
  Main Street Restaurant Group, Inc.

  	
   

  
	
  Board of Directors

  	
   

  
	
   

  	
   

  
	
  AGREED TO AND ACKNOWLEDGED BY:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
  /s/ William G. Shrader

  	
   

  	
  1/25/05

  	
   

  
	
   

  	
  Date

  



 


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