**EXHIBIT 10.2**

 

**EXECUTIVE EMPLOYMENT AGREEMENT — AMENDMENT NO. 3(Amended)**

 

**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 James G. Gilbertson (“Executive”).

 

**RECITALS**

 

A.                                   Executive isemployed by the Company pursuant to an employment agreement made and enteredinto November 29, 2007, 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 defined herein shall have themeanings ascribed to them in the Employment Agreement.

 

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

 

3.02         Executive’s employment pursuant to thisAgreement shall continue for a term ending on October 6, 2012 (the “TerminationDate”).  The term of the Executive’semployment shall automatically be extended for successive one year periodsunless the Company or Executive elects not to extend employment by givingwritten notice to the other not less than sixty (60) days prior to theTermination 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 the second paragraph of Section 4.01 shall beinapplicable and incentive compensation payable to Executive, if any, shall beonly as fixed by the Company’s Compensation Committee (“Committee”).  Executive’s base compensation under thisAgreement shall continue at Executive’s current monthly base compensation ratefor each month worked and prorated for any partial month during whichemployment continues.

 

3.             Severance Benefit.  For avoidance of doubt, if Executive’semployment is terminated without Cause or by Executive for Good Reason,Executive shall be entitled to receive the Severance Payment provided in Section 7.01(a)-(c) andreceive his Base Salary through the Termination Date.  If the Company elects to not extend Executive’semployment beyond the Termination Date or any extension thereof and terminatesExecutive’s employment, such termination shall be a termination without Causefor the purposes of Section 7.01 and 

 

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Executive shall receive his Base Salary as providedin Section 6.07 through the Termination Date.

 

4.             Remainder of Employment 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/ Steven J. Wagenheim |
|   |                                           | Steven  J. Wagenheim, President and |
|   |                                           | Chief  Executive Officer |
|   |                                           |   |
|   |                                           |   |
|   | **EXECUTIVE**                                  |
|   | ** **                                     |
|   |                                           |   |
|   | By:                                            |  /s/ James G. Gilbertson |
|   |                                           | James  G. Gilbertson |

 

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