**Exhibit 10.1**

**EMPLOYMENT AGREEMENT**

This EMPLOYMENT AGREEMENT, is made as of January 11, 2010 (this “Agreement”), by and among MidOceanSBR Holdings, LLC, a Delaware limited liability company (“Parent”), Sbarro, Inc., a New York corporation and a wholly-owned subsidiary of Parent (the “Company” and, together with Parent, “Sbarro”),and Mark Censoprano (“Executive”). 

WHEREAS, each of Parent and the Company desire to employExecutive as Chief Marketing Officer, subject to the terms and conditions of this Agreement and its Exhibits; and 

WHEREAS, each of Parent and the Company has determined that it is in the best interests of Parent and the Company toenter into this Agreement with Executive and Executive is willing to serve as an employee of Parent and the Company. 

NOW, THEREFORE, in consideration of the mutual promises, agreements and covenants contained herein, the parties agree asfollows: 

1. Term. Executive’s employment by Sbarro hereunder shall commenceeffective as of the date hereof (the “Commencement Date”) and continue until the1st anniversary of the date hereof, unless earlier terminated as provided elsewhere in this Agreement (the period fromthe Commencement Date until the relevant employment termination date is referred to herein as the “Term”); provided that the Term shall renew automatically for successive one-year periods unless either party gives the otherparty written notice of its intentions not to renew this Agreement no later than 90 days prior to the expiration of the then current Term. 

2. Duties. 

2.1 Executive shall, during the Term, use his best efforts to faithfully perform the duties of a Chief Marketing Officerof Sbarro pursuant to which he shall assist in the day-to-day operations and business of Parent and its subsidiaries (including the Company’s quick service, franchising, quick casual and strip center operations) in accordance with the budgetsand business plans that have been approved by Parent’s Board of Directors (the “Parent Board”), shall have responsibility for marketing and product development of the business of Parent and its subsidiaries as requested by thePresident and Chief Executive Officer, and shall perform such other duties, commensurate with his position, as shall be specified and designated from time to time by the President and Chief Executive Officer, the Parent Board, or the Board ofDirectors of the Company (the “Company Board” and, together with the Parent Board, the “Boards”), as applicable. Executive shall, during the Term, devote his full business time, effort, skills and loyalty toeffectively perform his duties and further the business of Sbarro; provided that Executive shall be permitted to (i) invest his personal assets and (ii) serve on any civic, community, charitable or corporate board to the extent thatsuch activities, individually or in the aggregate, do not materially interfere with the conduct of Executive’s duties. Executive shall report directly to the President and Chief Executive Officer and shall promptly disclose, at appropriatetimes, all material developments relating 

to Sbarro known to him so as to enable Sbarro to obtain the most effective use of Executive’s services and the business opportunities that come to Executive’s attention. 

2.2 Executive shall be subject to the written rules, regulations and policies of Parent and the Company involving thegeneral conduct of business of Sbarro in force from time to time, as applicable to senior executives of Parent or the Company, and shall adhere in all material respects to such applicable rules, regulations and policies; provided,however, that such rules, regulations and policies are not illegal and that Executive has been made aware thereof by delivery to him of a written document(s) containing such rules, regulations and policies. In performing Executive’sduties hereunder, Executive shall comply, in all material respects, with applicable laws, rules and regulations applicable to Parent and its subsidiaries and their businesses. 

2.3 During the Term, and any time thereafter until the expiration of applicable statute of limitations, Executive agreesto fully cooperate in good faith and to the best of Executive’s ability with Sbarro in connection with all pending, potential or future claims, litigations, arbitrations, proceedings, investigations or actions involving or relating to Sbarro ortheir subsidiaries which directly or indirectly relate to any transaction, event or activity about which Executive has knowledge. Such cooperation shall include all assistance that Sbarro, its counselor, its representatives may reasonably request,including reviewing and interpreting documents, meeting with counsel at a mutually and reasonably convenient time and location (depending on the circumstances), providing factual information and material, and appearing or testifying as a witness.After the Term, Executive’s assistance shall be given telephonically, unless the same is not reasonably practicable, in which case such assistance shall be given in person (provided reasonable advance notice of the need for hisassistance is given to the extent practicable). To the extent reasonably practicable (as determined by Sbarro in good faith), Sbarro will try to limit Executive’s participation to regular business hours. In any event, in making any request forsuch cooperation, Sbarro will take into consideration (i) the significance of the matters at issue in the claim, litigation, arbitration, proceeding, investigation or action and (ii) after the Term, Executive’s other personal andbusiness commitments. Sbarro will reimburse Executive for all reasonably incurred expenses and costs actually incurred by him in connection with rendering assistance hereunder upon the submission of the appropriate documentation to Sbarro.Executive’s entitlement to reimbursement of such expenses and costs pursuant to this Section 2.3 shall in no way affect Executive’s rights to be indemnified and/or advanced expenses in accordance with Sbarro’s limited liabilitycompany or corporate documents, any applicable insurance policy, and/or in accordance with this Agreement. 

3.Compensation. 

3.1 Base Salary. In consideration for acting as Chief Marketing Officer of theCompany, the Company shall pay Executive during the Term a base salary, payable in accordance with the customary payroll practices of the Company, of $300,000 per annum, which amount may be increased (but not decreased) from time to time at the solediscretion of the President and Chief Executive Officer (such amount, as may be so increased, the “Base Salary”). 

 

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3.2 Annual Bonus. In addition to the Base Salary, Executive shall beeligible to earn an annual bonus (the “Annual Bonus”) from the Company pursuant to such corporate bonus plans as may be adopted by the Company Board for executive officers of the Company (as applicable, the “Annual BonusPlan”). The Annual Bonus Plan shall be promptly established by the Company and shall specify Executive’s target bonus which is 50% of Executives Base Salary (the “Target Bonus”), which shall be earned based upon theCompany Board’s determination, in its sole discretion, of the attainment of stated objectives (to be established by the Company Board with input from management) and which may vary by executive class or executive. Executive, together with othermembers of management, shall develop and propose to the Boards a strategic business plan (containing, among other items and on a Company fiscal quarter basis, stated business objectives to be accomplished and an EBITDA goal) and a proposed budget nolater than the regularly scheduled December meeting of the Boards of each year for the next succeeding fiscal year and in time for the Boards to consider, review, discuss, modify and approve for such next ensuing year (the “StrategicBusiness Plan”). 

3.3 Withholding. All payments of compensation and benefits shall be subjectto applicable withholding taxes and other legally required payroll deductions. Executive shall provide the Company with all information reasonably requested by the Company with respect thereto. 

3.4 Benefits. Executive (and his eligible dependents) shall, during the Term, be entitled to participate in all ofthe Company’s employee benefits plans, to the extent permitted by the terms of each such plan, on the same terms and conditions made available to other executive level employees of the Company. Notwithstanding the Company agrees to reimburseExecutive for all COBRA payments he incurs until such time as he is entitled to participate on the Company’s medical plan. Nothing herein shall be construed to require the Company to establish any plans not in existence on the date hereof, orto prevent the Company from modifying or terminating any such plans; provided that any modification or termination shall not adversely affect any accrued or vested benefits at the time of the modification or termination. Executive shall comply withthe conditions attendant to coverage by such plans (which conditions shall be the same as applicable to participants in the plans generally). Executive affirms that, to his knowledge, he currently is in good health, with no chronic or recurringillness, is physically and mentally able to perform his duties under this Agreement and is insurable at normal rates. 

3.5 Equity Compensation. 

(a) Grant. In consideration for acting as Chief Marketing Officer of Parent, Parent hereby grants Executive, as ofthe date hereof, 450 of its Class B Units (the “B Units”) and 425.70 of its Class C Units (the “C Units” and, together with the B Units, “Incentive Units”). Concurrently with the execution of thisAgreement, Executive shall deliver to the Company an executed copy of the Amended and Restated Limited Liability Company Agreement of Parent, dated as of January 31, 2007 (as the same may be amended from time to time, the “LLCAgreement”). 

 

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(b) Vesting and Forfeiture. The Incentive Units shall be subject tovesting and forfeiture as provided in Section 3.1(d) and (e) of the LLC Agreement as subsequently amended by the Board of Directors on May 7, 2009. 

(c) Repurchase. If Executive ceases to be employed by Sbarro for any reason, any vested Incentive Units, togetherwith any other Units (as defined in the LLC Agreement) in Parent which Executive owns, shall be subject to purchase by Parent, at its option, and Executive shall be required to sell, as provided in Section 11.4 of the LLC Agreement. 

(d) Put Right. In the event that Executive’s employment with Sbarro is terminated (i) by Sbarro withoutCause (as defined below), (ii) by Executive with Good Reason (as defined below), (iii) as a result of Executive’s death or disability or (iv) as a result of the failure of Sbarro to renew the Term, as provided in Section 1,Executive shall have the right to put all or a portion of Executive’s Units to Parent, and Parent shall be required to purchase such Units, as provided in Section 11.5 of the LLC Agreement. 

(e) Transfers. Executive’s Units shall be subject to the provisions governing transfers as provided inArticle VIII of the LLC Agreement. 

(f) Section 83(b) Election. With respect to the IncentiveUnits, within 30 days after the date hereof, Executive shall make a timely election with the Internal Revenue Service under Section 83(b) of the Internal Revenue Code of 1986, as amended, and the regulations promulgated thereunder (in the formattached hereto as Exhibit B); provided that the fair market value of such Incentive Units for purposes of such election shall be reported as zero. 

(g) Withholding of Taxes. Sbarro may withhold from amounts otherwise due or payable to Executive hereunder orunder the LLC Agreement any amount in respect of taxes that Sbarro determines in good faith that it is required to withhold, in each case in connection with (a) any payment hereunder or pursuant to the LLC Agreement or (b) the transfer ofany Units granted hereunder. Executive shall furnish such information as Sbarro requests to make any such determination of taxes. 

3.6 Expenses. The Company shall pay, or reimburse Executive, in accordance with the applicable Company policy, forall reasonable out-of-pocket expenses actually incurred by Executive during the Term in the performance of Executive’s services under this Agreement. Executive shall submit proof of such expenses (including, in the case of reimbursements, proofof payment), with the properly completed forms as prescribed from time to time by the Company once each month; provided, however, that such proof is submitted within a reasonable time after such expenses have been so incurred (and, inthe case of reimbursements, have been actually paid). 

3.7 Vacation. During the Term, Executive shallbe entitled to 4 weeks of annual vacation in accordance with the Company’s standard policies in effect from time to time regarding vacation time and accrual thereof. Vacation shall be taken at times when reasonably appropriate, givenExecutive’s responsibilities and consistent with the needs of Sbarro. Executive shall be entitled to sick and personal days in accordance with the 

 

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Company’s policy and shall be entitled to such other perquisites as were provided to Executive by the Company prior to the date hereof. 

3.8 Automobile. During the Term, the Company shall provide Executive, a monthly cash payment of $1,250 in lieu ofa leased automobile, plus, the Company shall reimburse Executive for the cost of insurance, repairs and gas (or, at Executive’s option, the Company shall provide Executive with a gasoline credit card for such vehicle). 

3.9 The Company shall reimburse the Executive an amount not to exceed $60,000.00 in the aggregate for costs Executiveincurs in relocating from Orlando, Florida to New York. Such costs shall include, but not be limited to, real estate commission payable by Executive on the sale of his home in Florida and closing costs Executive incurs on the purchase of his newhome in New York, which costs include, but shall not be limited to, title costs, Executive’s attorney’s fees, mortgage tax, etc. 

3.10 Company shall reimburse Executive for Executive’s reasonable travel expense he incurs traveling from Florida toNew York and New York to Florida or as otherwise required until such time as Executive’s relocation is complete. Time period under this paragraph shall not exceed six months from the effective date. 

3.11 Company shall reimburse Executive for the costs Executive incurs in moving his household furnishings from Florida toNew York. 

3.12 Company shall reimburse Executive for travel costs Executive and his family incurs for onehouse hunting trip to New York. 

3.13 Executive will receive from the Company a one time $75,000 incentivebonus payable within ten days of the Effective Date. 

3.14 With respect to the payments due underSection 3.9, 3.10, 3.11, 3.12 and 3.13, the provision of Section 3.3 shall be applicable. 

4.Disability or Death. 

4.1 Disability. If Executive fails, due to disability or incapacity,either physical or mental, to perform substantially and continuously all of the material and essential duties assigned to him for a period of more than 180 consecutive days or for 270 nonconsecutive days out of any consecutive 1 year period, Sbarromay terminate Executive’s employment by written notice to Executive delivered at least 10 calendar days prior to the effective date of his termination. The determination as to whether Executive is disabled or incapable of performing his dutieshereunder shall be made by a disinterested physician jointly selected by Executive and the Parent Board; provided, however, that if a disinterested physician cannot be selected within 15 calendar days of Sbarro’s written requesttherefore, Sbarro shall have the right to request the Medical Society of Suffolk or Nassau County to select a qualified disinterested physician to conduct an appropriate examination and such physician’s determination as to Executive’sdisability or incapacity shall be final and binding. Executive shall submit to examination by such physician at such reasonable times and places as may be 

 

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requested by Sbarro, and any failure by Executive to submit to such examination schedule shall be deemed a binding admission by Executive of his disability or incapacity. 

4.2 Death or Disability Termination Payments. Upon death or termination of employment by virtue of disability orincapacity, neither Executive, nor Executive’s estate, executors, administrators or beneficiaries in the case of the death of Executive, shall have any right to receive any compensation or benefit hereunder on and after the effective date ofthe termination of employment other than (i) Base Salary earned and accrued under this Agreement prior to the effective date of termination, (ii) continuation of Base Salary for a period of 12 months; provided, however, thatthe Company may deduct there from any disability payments received by Executive from the Company or from insurance paid for by the Company, (iii) any then earned, but unpaid, Annual Bonus with respect to the year prior to the year in whichtermination occurs, (iv) accrued benefits (including compensation for accrued vacation, sick and personal days) in accordance with and subject to the terms of Sbarro’s benefit plans and policies, and (v) reimbursement, in accordancewith the terms of this Agreement, for business expenses properly incurred prior to the effective date of termination. 

4.3 Payment After Death. In the event of Executive’s death, any payments by the Company shall be made to theexecutors or administrators of Executive’s estate upon the delivery of such documents as the Company may reasonably request confirming such person’s appointment and authority. 

4.4 Termination of this Agreement. In the event of termination of Executive’s employment pursuant to thisArticle 4, this Agreement, except for the provisions of Section 3.5 “Equity Compensation” (and, for the avoidance of doubt, the provisions of the LLC Agreement referred to in such section), Section 4.2 “TerminationPayments,” Section 4.3 “Payment After Death,” Article 6 “Restrictive Covenants” (to the extent applicable in accordance with its terms) and Article 7 “Other Provisions,” shall otherwise terminate upon(a) the effective date of the termination of employment if termination has been effected by disability or incapacity, and (b) upon Executive’s death, and Executive and his estate shall have no further rights hereunder. 

5. Certain Terminations of Employment. 

5.1 Termination for Cause. Sbarro may terminate Executive for Cause; provided, however, that eitherParent or the Company has given prior written notice of such Cause to Executive (specifying in detail the nature of the Cause) and the same has not been cured in all material respects or waived by the Parent Board within 15 calendar days after thegiving of such notice. During such time period, authorized representatives of the Parent Board will be available to meet with Executive (and Executive’s legal counsel if requested by Executive) upon 3 calendar days’ prior written notice,if requested by Executive, which meeting, may be held telephonically. As used in this Agreement, “Cause” means and shall be deemed to exist if, without the prior written consent of the Parent Board, Executive: (a) is convictedof, or pleads guilty or *nolo contendere* to, a felony (including fraud or embezzlement) or other crime involving moral turpitude; (b) while acting on behalf of Sbarro or otherwise in the performance of his duties for Sbarro, knowingly(i) submits false reports 

 

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(whether oral or in writing) or lies to either of the Boards or (ii) commits a willful act of gross misconduct or gross negligence; (c) knowingly partakes of illegal substances;(d) engages in alcohol abuse to such an extent that Executive’s ability to properly fulfill his responsibilities to Sbarro in a manner reasonably expected is impaired in any material respect; (e) fails in any material respect tofollow any written policy affecting all employees of Parent and/or the Company, which policy provides that such failure may result in termination of employment; or (f) fails to comply in any material respect with the lawful and reasonablewritten direction of either of the Boards. 

5.2 Termination Without Cause. Sbarro may terminateExecutive’s employment at any time, and for any reason or for no reason, upon 30 days’ prior written notice to Executive, which notice shall specify the effective date of such termination. 

5.3 Termination for Any Reason or for Good Reason by Executive. Executive shall have the right to terminate hisemployment with Sbarro for any reason at any time upon 30 days’ prior written notice to Parent, which notice shall specify the effective date of such termination. In addition, Executive may terminate his employment with Sbarro for Good Reason;provided, however, that Executive has given, within 30 days of his obtaining knowledge of the event purported to constitute Good Reason, 30 calendar days prior written notice of such Good Reason to the Boards (specifying in detail thenature of the Good Reason) and the same shall not have been cured in all material respects or waived by Executive within such period of 30 calendar days. As used in this Agreement, “Good Reason” means and shall be deemed to existif, without the prior express written consent of Executive: (a) Executive suffers a material change in his reporting obligations; (b) Executive suffers a material decrease in the duties or responsibilities associated with his titles andpositions, as set forth in Section 2.1; (c) Executive’s Base Salary, Target Bonus or any future incentive equity opportunity provided by Sbarro after the date hereof (excluding, for the avoidance of doubt, the Incentive Units grantedpursuant to Section 3.5 hereof, which are subject to vesting, forfeiture and other terms as set forth herein and in the LLC Agreement) is reduced; (d) the Company fails to pay Executive’s Base Salary, Annual Bonus or benefits to whichExecutive is entitled under Sections 3.2 or 3.4 when due; (e) either Parent or the Company sells, transfers or otherwise disposes of all or substantially all of its assets or business, and transfers its obligations under this Agreement to asuccessor, which successor fails to expressly assume in writing all of Sbarro’s obligations to Executive under this Agreement; or (f) the Parent Board provides notice to Executive pursuant to Section 1 of Sbarro’s election not toextend the Term. 

5.4 Effects of Termination. 

(a) Termination for Cause. Notwithstanding any other provision of this Agreement, if Sbarro terminatesExecutive’s employment for Cause, such action shall be without prejudice to any other rights or remedies that Sbarro may have at law or in equity; and Sbarro shall have no further obligation to Executive and Executive shall have no right toreceive any compensation or benefit from Sbarro, on and after the effective date of such termination, other than: (i) Base Salary earned and accrued under this Agreement prior to such effective date of termination; (ii) accrued benefits(including compensation for accrued vacation) in accordance with and subject to the terms of Sbarro’s benefit plans and policies; 

 

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(iii) any then earned, but unpaid, Annual Bonus with respect to the year prior to the year in which termination occurs, payable on its normal payment date; and (iv) reimbursement, inaccordance with the terms of this Agreement, for business expenses properly incurred prior to the effective date of termination. This Agreement, except for the provisions of Section 3.5 “Equity Compensation” (and, for the avoidance ofdoubt, the provisions of the LLC Agreement referred to in such section), this Section 5.4(a), Article 6 “Restrictive Covenants” (to the extent applicable in accordance with its terms) and Article 7 “Other Provisions,” shallotherwise terminate upon the effective date of the termination of employment and Executive shall have no further rights hereunder. 

(b) Termination Without Cause or for Good Reason. If Executive’s employment with Sbarro is terminated bySbarro without Cause or by Executive for Good Reason, Executive shall have no right to receive any compensation or benefit from Sbarro, whether under this Agreement or otherwise, on and after the effective date of the termination of employment otherthan: (i) Base Salary earned and accrued under this Agreement prior to the effective date of termination; (ii) accrued benefits (including compensation for accrued vacation, sick and personal days) in accordance with and subject to theterms of Sbarro’s benefit plans and policies; (iii) any then earned, but unpaid, Annual Bonus with respect to the year prior to the year in which termination occurs, payable on its normal payment date; (iv) reimbursement, inaccordance with the terms of this Agreement, for business expenses properly incurred prior to the effective date of termination; and (v) a continuation of Base Salary for 12 months. This Agreement, except for the provisions of Section 3.5“Equity Compensation” (and, for the avoidance of doubt, the provisions of the LLC Agreement referred to in such section), this Section 5.4(b), Article 6 “Restrictive Covenants” (to the extent applicable in accordance withits terms) and Article 7 “Other Provisions,” shall otherwise terminate upon the effective date of the termination of employment and Executive shall have no further rights hereunder. 

(c) Termination Without Good Reason. Notwithstanding any other provision of this Agreement, if Executiveterminates his employment with Sbarro other than for Good Reason, Sbarro shall have no further obligation to Executive and Executive shall have no right to receive any compensation or benefit from Sbarro, on and after the effective date of suchtermination, other than: (i) Base Salary earned and accrued under this Agreement prior to such effective date of termination; (ii) accrued benefits (including compensation for accrued vacation, sick and personal days) in accordance withand subject to the terms of Sbarro’s benefit plans and policies; (iii) any then earned, but unpaid, Annual Bonus with respect to the year prior to the year in which termination occurs, payable on its normal payment date; and(iv) reimbursement, in accordance with the terms of this Agreement, for business expenses properly incurred prior to the effective date of termination. This Agreement, except for the provisions of this Section 5.4(c), Article 6“Restrictive Covenants” (to the extent applicable in accordance with its terms) and Article 7 “Other Provisions,” shall otherwise terminate upon the effective date of the termination of employment and Executive shall have nofurther rights hereunder. 

(d) Amounts payable under this Article 5 will be paid by the Company. The Companywill be obligated to make the severance payments and provide such benefits as described in this Article 5 only if Executive has not breached, and only so long as Executive 

 

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does not breach, his obligations under Article 6 of this Agreement and executes and delivers to the Company (and does not revoke) the General Release in the form attached hereto as ExhibitA. 

6. Restrictive Covenants. 

6.1 General Acknowledgment. Executive acknowledges that: (a) his employment by Sbarro, throughout the term ofhis employment, will bring him into close contact with many confidential affairs of Sbarro, including information about costs, profits, markets, sales, products, key personnel, pricing policies, operational methods, recipes, technical processes andother business affairs and methods and other information not readily available to the public, and plans for future development; (b) the services to be performed by him under this Agreement are of a special, unique, unusual, extraordinary andintellectual character; (c) the business of Sbarro is international in scope, its products and services are marketed throughout the world and Sbarro competes with other entities that are or could be located in nearly any part of the world; and(d) the nature of his services, position and expertise are such that he is capable of competing with Sbarro from nearly any location in the world. In recognition of the foregoing, Executive: (i) agrees that the restrictions contained inthis Article 6 are necessary for the protection of the trade secrets, proprietary information and contractual relationships of Sbarro, and are considered by Executive to be reasonable for such purpose; (ii) agrees and acknowledges that theEquity Grant constitutes good and valuable consideration for the covenant and obligations incurred by Executive pursuant to this Article 6; and (iii) agrees that he shall not challenge the reasonability or enforceability of his covenants setforth in this Article 6. Executive agrees that any breach by him of this Article 6 will cause Sbarro substantial and irrevocable damage and, therefore, without limiting Sbarro’s rights under Section 6.6, in the event of any such breach,Executive agrees that, notwithstanding anything in Article 5 to the contrary, he shall forfeit his right to receive the balance of any compensation (other than Base Salary and Annual Bonus earned or accrued, but unpaid, under this Agreement prior tothe date of termination and other than accrued or vested benefits in accordance with and subject to the terms of Sbarro’s benefit plans and policies) thereafter due him under this Agreement. 

6.2 Non-Competition: Non-Solicitation. 

(a) During the term of Executive’s employment with Sbarro and for a period of 1 year thereafter, Executive shallnot, directly or indirectly, as an individual proprietor, partner, stockholder, officer, executive, director, joint venture, investor, lender or in any other capacity whatsoever (other than solely as an inactive investor (i) holding not morethan 2% of the outstanding publicly traded securities of an entity which is registered under section 12(b) or 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or (ii) in such other enterprises asmay be consented to in writing by the Parent Board, which consent shall not be unreasonably withheld or delayed), engage in the business of developing, producing, managing, consulting for, marketing or selling: (w) Italian motif quick servicerestaurants; (x) Italian motif quick casual restaurants; (y) Italian motif casual restaurants; or (z) restaurants that are competitive with any other type of restaurant operated by the Sbarro Group (as defined below) while Executiveis employed by Sbarro. 

 

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(b) During the term of Executive’s employment with Sbarro and for aperiod equal to the period provided in Section 6.2(a), Executive shall not, directly or indirectly: 

(i) solicit or induce, or attempt to induce, any other person or entity having any continuing or periodiccontractual or non-contractual relationship with any member of the Sbarro Group to terminate, reduce or materially alter their relationship with, or otherwise cease negotiations and/or business activity with the Sbarro Group; 

(ii) solicit, divert or take away, or attempt to divert or to take away, the business or patronage of anypersons who had a contractual or non-contractual relationship with any member of the Sbarro Group or with whom with any member of the Sbarro Group was actively involved in negotiating any such relationship within 6 months of Executive’seffective date of termination of employment; or 

(iii) until 1 year after Executive’s dateof termination of employment, directly or indirectly, induce or attempt to induce to leave the employ of any member of the Sbarro Group, or solicit, employ, hire, or engage, or attempt to employ, hire or engage, any person who is employed by anymember of the Sbarro Group at any time within 1 year prior to Executive’s date of termination. 

(c) Ifany restriction set forth in this Section 6.2 is found by a court of competent jurisdiction to be unenforceable because it extends for too long a period of time or over too great a range of activities or in too broad a geographic area, it shallbe interpreted to extend only over the maximum period of time, range of activities or geographic areas as to which it may be enforceable. 

(d) Executive acknowledges that he is under no restriction of any nature with any third party which would limit him, inany way, whatsoever, from fully performing his duties under this Agreement. 

6.3 ProprietaryInformation. 

(a) Executive acknowledges and agrees that, due to the uniqueness of his position,information is available to him which is of such a highly confidential and proprietary nature as to constitute a trade secret, and any conduct by him which makes use of such information (except as part of the performance of his duties on behalf ofSbarro) would be a breach of his fiduciary duty to Sbarro. Accordingly, Executive agrees that all information and know-how, whether or not in writing, of a private, secret or confidential nature concerning Sbarro’s business or financial affairsor business methods received by him from any member of the Sbarro Group or of which he became aware during the term of his employment (collectively “Proprietary Information”), is and shall be the exclusive property of Sbarro. Exceptas may be required by law, a court of competent jurisdiction (including pursuant to a duly issued subpoena thereof) or a governmental agency (in any which event Executive shall promptly notify Sbarro thereof), and except as required in anylitigation or other proceeding involving this Agreement, Executive shall not disclose any Proprietary Information to others outside of the Sbarro Group (except as part of the performance of his

 

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proper duties on behalf of Sbarro), or use the same for any unauthorized purposes, without written approval by the Parent Board, either during or after his employment, unless and until suchProprietary Information has become public knowledge without fault of Executive. 

(b) Executive agrees that alltangible material containing Proprietary Information, whether created by Executive pursuant to his employment and duties under this Agreement or otherwise, which shall come into his custody or possession during the term of his employment, shall beand is the exclusive property of Sbarro to be used by Executive only in the performance of his duties for Sbarro. Executive agrees to deliver promptly to Sbarro on termination of his employment, or at any other time that Sbarro may so request, allmemoranda, notes, records, reports and other documents (and all copies thereof) relating to Sbarro’s business, which Executive obtained while employed by, or otherwise serving or acting on behalf of, Sbarro and which he may then possess or haveunder his control. Notwithstanding anything to the contrary contained herein, Executive shall be entitled to retain: (i) papers and other materials of a personal nature, including photographs, personal correspondence, personal diaries androlodexes and personal files and phone books; (ii) information showing his compensation or relating to reimbursement of expenses; (iii) information that he reasonably believes may be needed for tax purposes; or (iv) copies of plans,programs and agreements relating to his employment, or termination thereof, with Sbarro. 

(c) Executive agreesthat he shall not disclose or use information, know how and records of the types set forth in paragraphs (a) and (b) of this Section which he knows or should know constitute proprietary information of any third party, and that suchagreement does not, and shall not, limit him, in any way, whatsoever, from fully performing his duties under this Agreement. 

6.4 Developments. Executive shall promptly disclose to Sbarro all processes, recipes, trademarks, copyrightablematerials, inventions, improvements, marketing and product development materials, discoveries and other information related to the business of any member of the Sbarro Group (collectively “Developments”) conceived, developed oracquired by him alone or with others during the Term, whether or not conceived during regular working hours, or through the use of Company time, material or facilities or otherwise. All such Developments shall be the sole and exclusive property ofSbarro and, upon request, Executive shall deliver to Sbarro all drawings, sketches, models, written information and materials, and other data and records relating to such Developments. In the event any such Developments shall be deemed by Sbarro tobe patentable, trademarkable or copyrightable, Executive shall, at the expense of Sbarro, assist Sbarro in obtaining a patent or patents, a trademark or trademarks, and a copyright or copyrights thereon, and execute all documents and do all otherthings reasonably necessary or proper to obtain patents, trademarks and copyrights, as the case may be, domestic and foreign, and to vest Sbarro with full title thereto. 

6.5 Non-disparagement. During his employment with Sbarro and thereafter, neither Executive nor Sbarro shallpublish any statement, or make any statement under circumstances reasonably likely to become public, that is critical of Sbarro or its principals or executives, on the one hand, or Executive, on the other, or in any way adversely affecting or

 

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otherwise maligning the reputation and business of Sbarro or its principals or executives, on the one hand, or Executive, on the other. Notwithstanding the foregoing, nothing in thisSection 6.5 shall prevent any person from (a) responding publicly to incorrect, disparaging or derogatory public statements to the extent reasonably necessary to correct or refute such public statement or (b) making any truthfulstatement to the extent (i) necessary in any litigation, arbitration or mediation involving this Agreement, including, but not limited to, the enforcement of this Agreement or (ii) required by law or by any court, arbitrator, mediator oradministrative or legislative body (including any committee thereof) with apparent jurisdiction to order such person to disclose or make accessible such information. 

6.6 Rights and Remedies upon Breach. 

(a) Executive and Sbarro acknowledge and agree that a breach of any provision of Article 6 (the “RestrictiveCovenants”) would result in irreparable injury and damage for which money damages do not provide an adequate remedy. Therefore, if Executive or Sbarro breaches or threatens to commit a breach of any Restrictive Covenant, Sbarro orExecutive, as applicable, shall have the following rights and remedies (upon compliance with any necessary prerequisites imposed by law upon the availability of such remedies), each of which rights and remedies shall be independent of the other andseverally enforceable, and all of which right and remedies shall be in addition to, and not in lieu of, any other rights and remedies available to Sbarro or Executive, as applicable, under law or in equity (including the recovery of damages):

(i) to have the Restrictive Covenants specifically enforced (without posting bond and withoutthe need to prove damages) by any court having jurisdiction, including the right to an entry against Executive or Sbarro, as applicable, of restraining orders and injunctions (preliminary, mandatory, temporary and permanent) against violations,threatened or actual, and whether or not then continuing, of such covenants; and 

(ii) torequire Executive to account for and pay over to Sbarro all compensation, profits, monies, accruals, increments or other benefits (collectively “Profits”) derived or received by him as the result of any transactions constituting abreach of the Restrictive Covenants. 

(b) The existence of any claim or cause of action by Executive orSbarro, whether predicated on this Agreement or otherwise, shall not constitute a defense to the enforcement of the Restrictive Covenants. 

6.7 Definition of Sbarro Group. For purposes of this Article 6, the phrase “Sbarro Group” shallmean Parent and its direct or indirect subsidiaries and joint venture operations, and their respective successors and permitted assigns. Executive agrees that each such subsidiary, joint venture, successor and permitted assign is a third-partybeneficiary of this Article 6. 

 

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7. Other Provisions. 

7.1 Severability. Executive acknowledges and agrees that (i) he has had an opportunity to seek advice ofcounsel in connection with this Agreement; and (ii) the Restrictive Covenants are reasonable in geographical and temporal scope and in all other respects. If it is determined that any provision of this Agreement, including any RestrictiveCovenant, or any part thereof, is invalid or unenforceable, the remainder of the Agreement shall not thereby be affected and shall be given full effect, without regard to the invalid provisions. If any Restrictive Covenant shall be held invalid orunenforceable because of its duration, geographic scope, or for any other reason, Parent, the Company and Executive agree that the court making such determination shall have the power to modify such provision, whether by limiting the geographicscope, reducing the duration, or otherwise, to the minimum extent necessary to make such term or provision valid and enforceable, and such term or provision shall be enforceable in such modified form. 

7.2 Enforcement. Any action brought to enforce any of the provisions of this Agreement shall be brought solely inthe New York State Supreme Court, Suffolk County or the United States District Court for the Eastern District of New York, and the parties consent and agree to the exclusive jurisdiction of such Court. The parties irrevocably agree that (i) allclaims in respect of any such suit, action or proceeding may be heard and determined in any such court and (ii) not to commence any action, suit or proceeding relating to this Agreement or any transaction except in such courts. Each partyhereby waives, and agrees not to assert in any such suit, action or proceeding, in each case, to the fullest extent permitted by applicable law, any claim that (a) he or it is not personally subject to the jurisdiction of any such court,(b) he or it is immune from any legal process with respect to him or his, or it or its, property (and further irrevocably agrees that service of process and all other legal process may be delivered in accordance with the provisions ofSection 7.4 of this Agreement and that such service shall be sufficient for all purposes of applicable law), or (c) jurisdiction or venue for any such suit, action or proceeding is improper or that any such suit, action or proceeding isbrought in an inconvenient forum. 

7.3 Indemnification. Concurrently with the execution of thisAgreement, Executive, Parent and the Company will enter into an indemnification and expense reimbursement agreement (the “Indemnification Agreement”), with respect to the terms of Sbarro’s agreement to indemnify Executive,which agreement will be consistent with the indemnification agreements entered into by Sbarro with other executive officers and directors of Sbarro. Sbarro shall cover Executive under an officer’s and director’s insurance policy with atleast the same coverage (as to scope and amount) as provided by Sbarro to other directors and officers of Sbarro. 

7.4 Notices. All notices, requests, demands, waivers and other communications required or permitted to be givenunder this Agreement shall be in writing and shall be deemed to have been duly given if delivered personally, sent by reputable overnight courier, or mailed (certified or registered mail, return receipt requested): 

 

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If to the Parent to: 

c/o MidOcean Partners 

320 Park Avenue 

Suite 1700 

New York, NY 10022 

Attention:
  
    Robert Sharp
  
    Nicky McGrane

With a copy to: 

Steinberg, Fineo, Berger & Fischoff, P.C. 

401 Broadhollow Road 

Melville, NY 11747 

631-715-4160 

If to Sbarro to: 

Sbarro, Inc. 

401 Broadhollow Road 

Melville, New York 11747 

Attention:    Stuart M. Steinberg, Esq. 

If to Executive to: 

Executive’s most recent residence address as set forth in 

Executive’s records in the Company’s personnel department 

or to such other person or address as either party shall specify by notice in writing to the other party. All such notices, requests,demands, waivers and communications shall be deemed to have been given and received on the date on which so hand-delivered or delivered by overnight courier (unless not received during a business day in which event receipt shall be deemed to occuron the next occurring business day) or, if mailed, on the business day actually delivered, except for a notice of change of address which shall be effective only upon receipt; provided, however, that if any notice is refused, then thedate such notice shall be deemed to have been given and received shall be on the date of refusal thereof. 

7.5Entire Agreement. This Agreement, together with Exhibits A and B annexed hereto, the Indemnification Agreement, and with respect to the Incentive Units, the LLC Agreement, contain the entire agreement between the parties with respect to thesubject matter hereof and thereof and supersedes all prior or contemporaneous agreements, written or oral, with respect thereto. 

7.6 Waivers and Amendments. This Agreement may be amended, superseded or canceled, and the terms hereof may bewaived, only by a written instrument signed by the parties or, in the case of a waiver, by the party waiving compliance. No delay by either party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall anywaiver on the part of either party of any such right, power or privilege nor any 

 

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single or partial exercise as any such right, power or privilege, preclude any other or further exercise thereof or the exercise of any other such right, power or privilege. 

7.7 Governing Law. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OFNEW YORK WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW THAT WOULD DEFER TO THE SUBSTANTIVE LAWS OF ANOTHER JURISDICTION. 

7.8 Assignment. This Agreement, and Executive’s rights and obligations hereunder, may not be assigned byExecutive other than to his heirs and beneficiaries; any other purported assignment by Executive in violation hereof shall be null and void. In the event of any sale, transfer or other disposition of all or substantially all of Parent’s or ofthe Company’s assets or business, whether by merger, consolidation or otherwise, Sbarro may assign this Agreement and their rights hereunder to the party acquiring such assets or business. 

7.9 Binding Effect. This Agreement shall be binding upon and inure to the benefit of the parties and theirrespective successors, permitted assigns, heirs, executors and legal representatives. 

7.10 Survival.In addition to the provisions as to which survival is specifically provided for elsewhere in this Agreement, Section 2.3, Article 6 and Article 7 shall survive termination of this Agreement. 

7.11 Headings. The headings in this Agreement are for reference only and shall not affect the interpretation ofthis Agreement. 

7.12 Tax Matters. 

(a) Notwithstanding any other provisions of this Agreement to the contrary, in the event that any payments or benefitsreceived or to be received by Executive in connection with Executive’s employment with Sbarro (or termination thereof) would subject Executive to the excise tax (the “Excise Tax”) imposed under Section 4999 of the InternalRevenue Code of 1986, as amended (the “Code”), and if the net-after tax amount (taking into account all applicable taxes payable by Executive, including any Excise Tax) that Executive would receive with respect to such payments orbenefits does not exceed the net-after tax amount Executive would receive if the amount of such payments and benefits were reduced to the maximum amount which could otherwise be payable to Executive without the imposition of the Excise Tax, then,only the extent necessary to eliminate the imposition of the Excise Tax, such payments and benefits shall be reduced. 

(b) The parties hereto acknowledge and agree that, to the extent applicable, this Agreement shall be interpreted inaccordance with Section 409A of the Code and the Department of Treasury Regulations and other interpretive guidance issued thereunder, including any such regulations or other guidance that may be issued after the Commencement Date(collectively, “Code Section 409A”). In the event that Sbarro or Executive reasonably determines that any amounts payable hereunder shall be taxable to Executive under Code Section 409A, the parties shall negotiate in goodfaith modifications to this Agreement that are intended to preserve the 

 

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intended tax treatment of the benefits provided by this Agreement; provided that (i) Sbarro shall not be required to take any action that causes Sbarro or their affiliates to incurany additional expense or to accelerate any payment or benefit provided to Executive under this Agreement and (ii) Sbarro and its affiliates shall have no obligation to pay, reimburse or indemnify Executive for any tax, penalty, interest orother expense incurred under or pursuant to Code Section 409A. 

7.13 No Conflict. Executiverepresents and warrants to Sbarro that this Agreement is legal, valid and binding upon him and the execution of this Agreement and the performance of his obligations hereunder does not and shall not constitute a breach of, or conflict with, theterms or provisions of, any agreement or understanding to which Executive is a party (including any other employment agreement). Sbarro represents and warrants to Executive that this Agreement is legal, valid and binding upon each of Parent and theCompany and the execution of this Agreement and the performance of Sbarro’s obligations hereunder do not and shall not constitute a breach of, or conflict with the terms or provisions of, any agreement or understanding to which Parent or theCompany is a party. 

7.14 Counterparts. This Agreement may be executed by the parties in separatecounterparts, each of which when so executed and delivered shall be an original but both such counterparts together shall constitute one and the same instrument. Each counterpart may consist of two copies hereof each signed by one of the partieshereto. 

*[Signature page follows.]*

 

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

 
  **MidOcean SBR Holdings, LLC**
/s/ Mark Censoprano
  
By:
 
/s/ Stuart M. Steinberg

Mark Censoprano
   
Name:
 
Stuart M. Steinberg
   
Title:
 
Secretary****
  **Sbarro, Inc.**  
By:
 
****/s/ Stuart M. Steinberg
   
Name:
 
****Stuart M. Steinberg
   
Title:
 
Secretary

Exhibit A 

**RELEASE**

Pursuant to the terms of the Employment Agreement dated as of                         between MidOcean SBR Holdings, LLC, with offices c/o MidOcean Partners, 320 Park Avenue, Suite 1700, NewYork, NY 10022 (“Parent”), Sbarro, Inc., with offices at 401 Broad Hollow Road Melville, New York 11747 (the “Company” and, together with Parent, “Sbarro”), and the undersigned (the “Agreement”),and in consideration of the payments made to me and other benefits to be received by me pursuant to Article 5 of the Agreement, I, Mark Censoprano, being of lawful age, do hereby release and forever discharge Sbarro and any successors, subsidiaries,affiliates, related entities, predecessors, merged entities and parent entities and their respective officers, directors, shareholders, employees, benefit plan administrators and trustees, agents, attorneys, insurers, representatives, affiliates,successors and assigns from any and all actions, causes of action, claims, or demands for general, special or punitive damages, attorney’s fees, expenses, or other compensation or damages (collectively, “Claims”), which in anyway relate to or arise out of my employment with Sbarro or any of its subsidiaries or affiliates or the termination of such employment, which I may now or hereafter have under any federal, state or local law, regulation or order, including Claimsrelated to any stock options or other benefits (including the Incentive Units granted pursuant to Section 3.5 of the Agreement except to the extent payable at the time of termination of employment under Article 5 of the Agreement) held by me orgranted to me by Sbarro that are scheduled to vest subsequent to my termination of employment and Claims under the Age Discrimination in Employment Act, Title VII of the Civil Rights Act of 1964, the Americans with Disabilities Act, the Fair LaborStandards Act, the Family and Medical Leave Act and the Employee Retirement Income Security Act, each as amended through and including the date of this Release (with the exception of Claims that may arise outside of this Agreement and from eventsthat occur after the date I sign this Release); provided, however, that the execution of this Release shall not prevent the undersigned from bringing a lawsuit, action or claim against any person or entity released hereunder to enforceits obligations under the Agreement or the Amended and Restated Limited Liability Company Agreement of Parent. Anything to the contrary notwithstanding in this Release or the Agreement, nothing herein shall release Sbarro from any claims or damagesbased on: (i) any right or claim that arises after the date of this Release; (ii) any right I may have to accrued or vested (and unpaid) benefits or entitlements under any applicable plan, agreement, program, award, policy or arrangementof Sbarro; (iii) my eligibility for indemnification in accordance with applicable laws or the certificate of incorporation and by-laws of Sbarro or any applicable insurance policy, with respect to any liability I incur or incurred as anemployee or officer of Sbarro; or (iv) any right I may have to obtain contribution as permitted by law in the event of entry of judgment against me as a result of any act or failure to act for which I and any person or entity released hereinare jointly liable. 

I acknowledge that I have been given at least 21 days from the day I received a copy of this release tosign it and that I have been advised to consult an attorney. I understand that I have the right to revoke my consent to this release for 7 days following my signing. This release shall 

 

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not become effective or enforceable until the expiration of the 7-day period following the date it is signed by me. 

I ALSO ACKNOWLEDGE THAT BY SIGNING THIS RELEASE I MAYBE GIVING UP VALUABLE LEGAL RIGHTS AND THAT I HAVE BEEN ADVISED TOCONSULT A LAWYER BEFORE SIGNING. I further state that I have read this document and the Agreement referred to herein, that I know the contents of both and that I have executed the same as my own free act. 

WITNESS my hand this      day of                        ,         . 

 
 
 
 
Mark Censoprano

Exhibit B 

**PROTECTIVE ELECTION TO INCLUDE MEMBERSHIP**

**INTEREST IN GROSS INCOME PURSUANT TO**

**SECTION 83(b) OF THE INTERNAL REVENUE CODE**

On(date), the undersigned was granted (    ) Class B Units and (      )Class C Units of limited liability company interest (the “Incentive Units”) of MidOcean SBR Holdings, LLC, a Delaware limited liability company (the “Company”). Pursuant to the Amended and Restated Limited LiabilityCompany Agreement of the Company, the undersigned is entitled to an interest in Company profits. 

Undercertain circumstances, pursuant to the Amended and Restated Limited Liability Agreement of the Company, the Incentive Units may be forfeited by the undersigned. Hence the Incentive Units are subject to a substantial risk of forfeiture. 

Based on current Treasury Regulation §1.721-1(b), Proposed Treasury Regulation §1.721-1 (b)(1), and RevenueProcedure 93-27, the undersigned does not believe that issuance of the Incentive Units to the undersigned is subject to the provisions of §83 of the Internal Revenue Code (the “Code”). In the event that the granting of theIncentive Units is so treated, however, the undersigned desires to make an election to have the receipt of the Incentive Units taxed under the provisions of Code §83(b) at the time the undersigned acquired the Incentive Units. 

Therefore, pursuant to Code §83(b) and Treasury Regulation §1.83-2 promulgated thereunder, the undersignedhereby makes an election, with respect to the Incentive Units, to report as taxable income for the calendar year (    ) the excess (if any) of the value of the Incentive Units on (    ), over the purchaseprice thereof. 

The following information is supplied in accordance with Treasury Regulation § 1.83-2(e):

 
I.
The name, address and taxpayer identification number of the undersigned: 

 
 
 
   
 
   
 
   
SSN: XXX-XX-XXXX
  
 
II.
A description of the property with respect to which the election is being made: (    ) Class B Units and(      ) Class C Units entitling the undersigned to an interest in the Company’s profits. 

 
III.
The date on which the Incentive Units were transferred: (            ). The taxable yearfor which such election is made: 2010. 

 
IV.
The restriction to which the property is subject: The Incentive Units are unvested at issuance and vest, in the case of the Class B Units, in equalamounts on each of the first five anniversaries of the date of issuance of such Incentive Units, and, in the case of the Class C Units, in equal amounts on each of the first five anniversaries of the date of issuance of such Incentive Units, so longas the required performance target has been met. In the event that the undersigned’s 

 

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 employment with the Company and its Subsidiaries terminates, any unvested Incentive Units will be forfeited. 
 
V.
The fair market value on (                    ),of the property with respect to which the election is being made, determined without regard to any lapse restrictions and in accordance with Revenue Procedure 93-27: $0. 

 
VI.
The amount paid or to be paid for such property: $0. 

*    *    *    *    * 

A copy of this election is being furnished to the Company pursuant to Treasury Regulation § 1.83-2(e)(7). A copy ofthis election will be submitted with the 2007 federal income tax return of the undersigned pursuant to Treasury Regulation § 1.83-2(c). 

Dated:                         ,2010 

 

 

Mark Censoprano

 

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