**Exhibit10.1**

 

**EXECUTIVE EMPLOYMENT AGREEMENT — AMENDMENT NO. 3**

 

**THIS EXECUTIVE EMPLOYMENT AGREEMENT — AMENDMENT NO. 3** (this “Agreement”)is made and entered into effective June 17, 2010, by and between GraniteCity Food & Brewery Ltd. (the “Company”) and Steven J. Wagenheim (“Executive”).

 

**RECITALS**

 

A.                                   Executive isemployed by the Company pursuant to an employment agreement made and enteredinto June 15, 2005, as amended October 5, 2009 (the “EmploymentAgreement”).

 

B.                                     Whereas it isdesirable to amend the Employment Agreement to extend the term of Executive’semployment and to confirm certain severance arrangements in connectiontherewith.

 

**NOW, THEREFORE**, in consideration of the premises, theparties hereto agree as follows:

 

1.                                       Defined Terms.  All capitalized terms not otherwise definedherein shall have the meanings ascribed to them in the Employment Agreement.

 

2.                                       Term ofAgreement.  Article 3of the Employment Agreement is hereby amended and restated to read as follows:

 

3.01                           Executive’semployment pursuant to this Agreement shall continue for a term ending on October 6,2012 (the “Termination Date”).  The termof the Executive’s employment shall automatically be extended for successiveone year periods unless the Company or Executive elects not to extendemployment by giving written notice to the other not less than sixty (60) daysprior to the Termination Date or the end of any extension periods.  If Executive’s employment continues beyondthe Termination Date after either party has given notice not to extend for anadditional year, such employment shall continue on an at-will basis under theremaining terms and conditions of this Agreement, as amended hereby, and as thesame may be amended from time to time with the consent of the Company andExecutive, except that Section 4.02 shall be inapplicable and incentivecompensation payable to Executive, if any, shall be only as fixed by theCompany’s Compensation Committee (“Committee”). Executive’s base compensation under this Agreement shall continue at Executive’scurrent monthly base compensation rate for each month worked and prorated forany partial month during which employment continues.

 

3.                                       SeveranceBenefit.  For avoidance of doubt, ifExecutive’s employment is terminated without Cause or by Executive for GoodReason, Executive shall be entitled to receive the Severance Payment providedin Section 7.01(a)-(c) and receive his Base Salary through theTermination Date.  If the Company electsto not extend Executive’s employment beyond the Termination Date or anyextension thereof and terminates Executive’s employment, such termination shallbe a termination without Cause for the purposes of Section 7.01 andExecutive shall receive his Base Salary as provided in Section 6.05through the Termination Date.

 

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4.                                       Remainder ofEmployment Agreement to Continue.  Except as provided herein, the remainder ofthe Employment Agreement is not affected by the foregoing amendments and shallcontinue in full force and effect.

 

**IN WITNESS WHEREAS**, the parties have executedthis Agreement effective the date first above written.

 
|   | **GRANITE  CITY FOOD & BREWERY LTD.** |
|--------|------------------------------------------------|
|   |                                           |
|   |                                           |
|   | By:                                            | /s/  James G. Gilbertson |
|   |                                           | James  G. Gilbertson, Chief Financial Officer |
|   |                                           |
|   |                                           |
|   | **EXECUTIVE**                                  |
|   |                                           |
|   |                                           |
|   | By:                                            | /s/  Steven J. Wagenheim |
|   |                                           | Steven  J. Wagenheim |

 

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