**Exhibit10.2**

**EXECUTIVEEMPLOYMENT AGREEMENT**

**EXECUTIVEEMPLOYMENT AGREEMENT**(the “Agreement”), by and betweenReal Mex Restaurants, Inc., a Delaware corporation (the “Company”), andFrederick Wolfe (the “Executive”). Capitalized terms used herein but not otherwise defined have the meaningset forth in Section 1.1 hereof,

 

WHEREAS, the Companywishes to employ Executive, and Executive wishes to accept such employment,each upon the terms and conditions set forth in this Agreement.

 

NOW, THEREFORE, inconsideration of the mutual undertakings contained herein and other good andvaluable consideration, the receipt and sufficiency of which is herebyacknowledged, the parties hereto agree as follows:

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**ARTICLE IDefinitions**

1.1   Definitions.  As used herein, the following terms shallhave the following meanings.

“Affiliate” shallmean, as to any Person, any other Person which directly or indirectly controls,or is under common control with, or is controlled by, such Person.  As used in this definition, “control” (including,with its correlative meanings, “controlled by” and “under common control with”)shall mean possession, directly or indirectly, of power to direct or cause thedirection of management or policies (whether through ownership of securities orpartnership or other ownership interests, by contract or otherwise).

 

“Board” means theboard of directors of the Company.

 

“Cause” means (i)the commission of a felony or a crime by Executive involving moral turpitude orthe commission of any other act or omission by Executive involving dishonesty,disloyalty or fraud with respect to any member of the Company Group, (ii)conduct by Executive which brings any member of the Company Group intosubstantial public disgrace or disrepute, (iii) failure by Executive to performmaterial duties as reasonably directed by the Board and, if susceptible toremedy or cure, is not cured or remedied and continues for fifteen (15) daysafter the Board has given written notice to the Executive

  

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specifying in reasonable detail the manner in which Executive hascontinued to fail to perform his duties, (iv) gross negligence or willfulmisconduct by Executive with respect to any member of the Company Group, or (v)any beach of a material provision of this Agreement by Executive that is not susceptibleto remedy or cure, or if susceptible to remedy or cure, is not cured orremedied and continues for fifteen (15) days after the Board has given writtennotice to Executive specifying the manner in which Executive has breaches thisAgreement.

 

“Company Group”means, collectively, the Company and its Subsidiaries and any successorsthereto.

 

“Employment Period”has the meaning set forth in Section 2.1.

 

“Good Reason”means a material reduction in Executive’s responsibilities and duties in hiscapacity as President and Chief Executive Officer of the Company that is notsusceptible to remedy or cure, or if susceptible to remedy or cure, is notcured or remedied and continues for fifteen (15) days after Executive has giventhe Board written notice of such material reduction.

 

“Permanent Disability”means either (i) Executive is or (ii) in the good faith determination of theBoard, Executive will likely be unable to substantially perform, by reason ofillness, accident, injury, physical or mental incapacity or other disability,his duties or obligations under his Agreement for a period of ninety (90)consecutive days or for shorter periods aggregating 120 days during any periodof twelve (12) consecutive months.

 

“Person” means an individual,a partnership, a corporation, and association, a joint stock company, a limitedliability company, a trust, a joint venture, an unincorporated organization ora governmental entity or any department, agency or political subdivisionthereof.

 

“Subsidiary”means, with respect to any Person, any corporation, partnership, association orother business entity of which (i) if a corporation, a majority of the totalvoting power of shares of stock entitled (without regard to the occurrence ofany contingency) to vote in the election of directors, managers or trusteesthereof is at the time owned or controlled, directly or indirectly, by thatPerson or one or more of the other Subsidiaries of that Person or a combinationthereof, or (ii) if a partnership, association or other

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business entity, amajority of the partnership or other similar ownership interests thereof is atthe time owned or controlled, directly or indirectly, by any Person or one ormore Subsidiaries of that Person or a combination thereof.  For purposes hereof, a Person or Personsshall be deemed to have a majority ownership interest in a partnership,association or other business entity if such Person or Persons shall beallocated a majority of partnership, association or other business entity gainsor losses or shall be or control the managing director or general partner ofsuch partnership, association or other business entity.

 

**ARTICLE II**

**Employment**

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2.1   Employment.  The Company agrees to employ Executive, andExecutive hereby accepts employment with the Company and such other members ofthe Company Group as the Board shall determine, upon the terms and conditionsset forth in this Agreement for the period beginning on August 21, 2006 (the “CommencementDate”) and ending as provided in Section 2.4 (the “Employment period”).

 

2.2   Position and Duties.

 

(a)           Commencing on the date and continuingduring the Employment Period, Executive shall serve as President and ChiefExecutive Officer of each of the Company and such other members of the CompanyGroup as the Board shall determine and shall have the typical duties,responsibilities and authority of a Person serving in such capacities in anorganization of similar size and structure as the Company, subject in eachinstance to the supervision and direction of the Board or such Person as theBoard may designate, Executive shall report directly to the Board or to suchother Person as the Board may designate.

 

(b)           Executive shall devote his bestefforts and his full business time and attention (except for permitted vacationperiods and reasonable periods of illness or other incapacity) to the businessand affairs of the Company Group and the performance of Executive’s duties asPresident and Chief Executive Officer of the Company and such other members ofthe Company Group as the Board shall determine. The Executive shall perform his duties and responsibilities to the bestof his abilities in a diligent, trustworthy, businesslike and efficient manner.

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(c)           With respect to all regular electionsof directors during the Employment Period, each of the Company and such othermembers of the Company Group as the Board shall determine shall nominate, anduse their respective best efforts to elect, Executive to serve as a member oftheir respective boards of directors.

 

2.3   Base Salary, Bonus and Benefits.

 

(a)           During theEmployment Period, Executive’s total bas salary shall be $473,000 per annum orsuch greater amount as the Board shall determine, from time to time, in itssole discretion (the “Base Salary”), which salary shall be payable inregular installments in accordance with the Company’s general payroll practicaland shall be subject to customary withholding. The Company will review the Executive’s total base salary annually.

 

(b)           During the Employment Period,Executive shall be eligible to receive an annual (based on the Company’s fiscalyear) bonus of up to 66-2/3% of his Base Salary (the “Bonus”).  The Bonus shall be based upon the Company’sannual financial results, as reflected in its audited financial statements, andshall consist of a cash payment payable within thirty (30) days after thecompletion of the Company’s audited annual financial statements.  The Bonus shall be determined asfollows:  Within a mutually agreeabletime period prior to the beginning of each fiscal year of the Company,Executive shall submit to the Board for its approval the Company’s operationalplan, including a fiscal budget, for the next fiscal year of the Company.  The Board shall establish financial targetsand set conditions each year based on the approved operational plan (a “BonusPlan”).  The financial targets andconditions established for Executive’s Bonus shall be consistent with thoseestablished for other senior executives of the Company.  Executive shall receive the percentage of themaximum Bonus specified by the applicable Bonus Plan, depending on whether theCompany attains all or a portion of the financial targets established, andmeets all of the conditions set under such Bonus Plan for that year.  Any of the Company’s financial results thatare used to calculate a Bonus shall be taken only from the Company’s auditedfinancial statements for the applicable year.

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(c)           During the Employment Period,consistent with past custom and practice, Executive shall be entitled to (i)participate in all of the Company Group’s employee benefit programs for whichsenior executive employees of the Company Group are generally eligible,including, if offered by the Company to such executives, medical surgical, hospitalization,dental, worker’s compensation insurance and disability converge, (ii) four (4)weeks of paid vacation each year (which shall include $5,000 paid to Executivefor an annual comparative shopping trip for research and development purposesto be taken during such vacation), which if not taken may not be carriedforward to any subsequent year, (iii) the payment by the Company, or such othermember of the Company Group as the Bard shall determine to the Executive of acar allowance of $1,000 a month, plus reimbursement of all reasonable,documented expenses related to the operation of an automobile, includingrepairs, maintenance, insurance and registration fees, (iv) payment by the Companyof the premiums on a $1 million term life insurance policy on the life of theExecutive, the death benefit of which will be payable to the Estate of theExecutive or his designee (the cost of the premiums thereon not to exceed$10,000 a year); provided, however, that Executive shall assist the Company inprocuring such insurance by submitting a reasonable medical examination and byfilling out, executing and delivering such applications and other instrumentsin writing as may reasonably be required by any insurer to which the Companymay apply, and (v) such other benefits as the Board may from time to timedetermine.  The benefits described inSection 2.3(c)(i)-(v) above are collectively referred to herein as theExecutive’s “Benefits.”

 

2.4   Term; Severance Payments: Release.

 

(a)           The Employment Period shall end fiveyears from the Commencement Date, subject to earlier termination (i) by reasonof Executive’s death or Permanent Disability, (ii) by resolution of a majorityof the directors of the Board, terminating Executive’s employment hereunder,with or without Cause, (iii) upon Executive’s voluntary resignation withoutGood Reason or (iv) upon Executive’s resignation for Good Reason.

 

(b)           If the Employment Period isterminated by the Board for Cause or by Executive’s voluntary resignationwithout Good Reason, the Executive shall be entitled to his Base Salary and

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Benefits up to the endtermination, but shall not be entitled to any further Base Salary or Benefitsor any then unpaid Bonus for that year, any prior year, or any future year, orto any severance compensation of any kind, nature or amount.

 

(c)           If Executive’s employment isterminated as a result of his death or Permanent Disability, the Company shallpay or cause to be paid to Executive or his Estate, as applicable, (i) unpaidBase Salary and Benefits up to the date of such termination, (ii) anypreviously awarded but unpaid Bonus, and (iii) such prorated Bonus for thefiscal year in which the termination occurs as the Board shall determine ingood faith on a basis consistent with past custom and practice; and neitherExecutive nor his Estate shall be entitled to any further Base Salary, Benefitsor Bonus for that year or any future year, or to any severance compensation ofany kind, nature or amount.

 

(d)           Subject to paragraph 2.4(o), if theEmployment Period is terminated by the Board without Cause or by Executive’svoluntary resignation for Good Reason, Executive shall be entitled to (i)unpaid Base Salary and Benefits up to the date of such termination, (ii) anypreviously awarded but unpaid Bonus, and (iii) if such termination occurswithin two years following the Commencement Date, for a period of two (2) yearsfollowing the date of such termination (the “severance period”), severancepayments equal in the aggregate to his annual Base Salary (payable inaccordance with the terms of Section 2.4(f) below) (it being understood and agreedthat if such termination occurs after two years following the CommencementDate, the severance period for all purposes of this Agreement shall be one (1)year following the date of such termination). Until the earlier of the end of the severance period and such time asExecutive begins to receive medical benefits other than those contemplatedherein, Executive shall continue to participate at the Company’s cost in theCompany’s medical plan on a level no less favorable than that enjoyed by theExecutive at the time of his termination. In the event that the Company shall be precluded under its existingpolicy to provide such coverage to Executive, the Company shall, on a monthlybasis, provide to Executive a cash payment equal to the amount paid by theCompany each month for the Executive’s coverage under such plan.  Executive shall not be entitled to

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any further Base Salary, Benefitsor then unpaid Bonus for the year, any prior year, or to any further severance compensationof any king, nature or amount except as herein provided. 

 

(e)           Executive agrees that Executive shallbe entitled to the payments provided for in Section 2.4(d) if and only ifExecutive has not materially breached as of the date of termination of theEmployment Period the provisions of Sections 2.5, 2.6 and 2.7 hereof and doesnot breach such Sections at any time during the severance period, and theCompany will be relieved of any obligation to make such payments during anyportion of the severance period in which the Executive is in breach of any suchobligation; provided the Company will resume making such payments to Executiveduring the severance period at such time as the Board determines in good faiththat any such breach has ceased or otherwise been cured. 

 

(f)            Any severance payments pursuant, toSection 2.4(d) shall be made in installments on the payment dates on which Executive’sBase Salary would have otherwise been paid if the Employment Period hadcontinued (net of any withholding taxes), and as of the date of the final suchpayment none of the Company or any other member of the Company Group shall haveany further obligation to Executive pursuant to this Section 2.4 except asprovided by law.

 

(g)           Executive hereby agrees that no severancecompensation of any kind, nature or amount shall be payable to Executive inconnection with any termination of the Employment Period, except as expresslyset forth in this Section 2.4, and Executive hereby irrevocable waives anyclaim for any other severance compensation. 

 

(h)           Executive acknowledges and agreesthat notwithstanding anything to the contrary set forth above, no paymentsshall be made to the Executive by the Company follwoing termination of thisAgreement unless, if so requested by the Company, Executive executes anddelivers to the Company a release in form satisfactory to the Company pursuantto which Executive releases and forever discharges the Company, its then orformer parents, subsidiaries and affiliates, their respective predecessors andsuccessors, and their respective officers, employees, agents, and directors,from all claims or actions of any kind arising on or before the date oftermination.  This general release andwaiver

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shall include, but not belimited to, all claims or actions arising out of, or relating in any way to theExecutive’s employment with the Company, including any claim for compensation,or any claim of discrimination under any state, federal or local law orregulation, including under the Age Discrimination in Employment Act of 1967,as amended, or any claim for wrongful termination, breach of contract, breachof covenant of good faith and fair dealing, negligence or intentionalinfliction of emotional distress, misrepresentation of defamation. If Executivemaintains, or participates in any claim or action, in any court or agency,based wholly or partially upon a claim or action Executive has released orwaived under this Agreement, Executive agrees to pay all expenses an costs(including reasonable attorney’s fees) incurred by the Company and thoseassociated with the Company in defense of such claim or action. This releaseshall not be construed as a waiver of any rights executive has under anypension or other benefit plan maintained by the Company for its employeesgenerally.

 

2.5           Confidential Information     The Executive acknowledges that he may haveaccess to certain confidential, non-public and proprietary information (the “ConfidentialInformation”), concerning the Company and other members of the Company Groupand their respective officers, directors, shareholders, employees, agents andrepresentatives and agrees that: (i) unless pursuant to prior written consentby the Board (which shall not be unreasonably withheld), the Executive shallnot disclose any Confidential Information or the provisions of this Agreementto any third party, unless compelled by court order or subpoena, in which caseExecutive shall (A) immediately notify the Company of any such court order or subpoenain order to enable the Company to contest such order or subpoena, (B) fullycooperate with any efforts by the Company to limit the extent of suchdisclosure and (C) disclose only so much of such confidential information as isnecessary to comply with such court order or subpoena; (ii) the Executive shalltreat as confidential all Confidential Information and shall take reasonableprecautions to prevent unauthorized access to the Confidential Information;(iii) the Executive shall not use the Confidential Information in any waydetrimental to the Company or any other member of the Company Group and shalluse the Confidential Information for the exclusive purpose of effecting hisduties of employment with the Company; and (iv) the Executive agrees that theConfidential Information obtained

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during his employmentwith the Company shall remain the exclusive property of the Company and anyother member of the Company Group, and the Executive shall promptly return tothe Company all material which incorporates, or is derived from, all such ConfidentialInformation immediately following the date of termination. It is hereby agreedthat Confidential Information does not include information generally availableand known to the public or obtained from a source not bound by aconfidentiality agreement with any member of the Company Group. 

 

2.6           Inventions and Patents.      The Executive hereby agrees that allinventions, innovations or improvements in the method of conducting thebusiness (including improvements, ideas and discoveries, whether patentable ornot) of the Company or any other member of the Company Group whether prior to,the date hereof or thereafter, in each case conceived or made by him in thecourse of his employment with the Company, belong to the Company and such othermember of the Company Group, except for such inventions, innovations andimprovements that have become part of the public domain and are not entitled tostatutory or common law protection.  TheExecutive will promptly disclose such inventions, innovation or improvements tothe Board and perform all actions reasonably requested by the Board toestablish and confirm such ownership by the applicable member of the CompanyGroup.

 

2.7           Noncompete, Nonsolicitation.

 

                (a)           TheExecutive acknowledges that in the course of his employment with the Company orany other member of the Company Group he has become familiar, and he willbecome familiar, with the Company Group’s trade secrets and with otherConfidential Information and that his services have been and will be ofspecial, unique and extraordinary value to the Company Group. Therefore, theExecutive agrees that, (1) during the time he is employed by the Company or anyother member of the Company Group and (ii) during the severance period (the “NoncompetePeriod”), the Executive shall not directly or indirectly own, manage,control, participate in, consult with, render services for, or in any mannerengage in, any business competing directly or indirectly with the business ofthe Company Group (as defined below), within any metropolitan area in which anymember of the Company Group engages or has definitive plans to engage in suchbusiness as of the date of termination

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by the Company Group;provided, that the Executive shall not be precluded from purchasing or holdingpublicly-traded securities of any such entity so long as the Executive shallhold less than 2% of the outstanding units of any such class of securities andhas no active participation in the business of such entity.  At the Company’s option, the NoncompetePeriod shall be extended for up to one (1) additional year provided that theCompany extend the severance period for a corresponding period.  As used in this Section 2.7(a) the businessof the Company Group means the ownership, management, operation, or franchisingof restaurants; canteens, cafeterias; kiosks and other food service operationsfeaturing Mexican food and the manufacture and distribution of Mexican foodproducts. 

 

(b)           During the Noncompete Period, theExecutive shall not directly or indirectly (i) induce or attempt to induce anyemployee of the Company or any other member of the Company Group to leave theemploy of the Company or any other member of the Company Group except for suchemployees whose employment has been terminated for at least six months, or (iii)induce or attempt to induce any customer, supplier, licensee, licensor,franchisee, franchisor or other business relation of the Company or any othermember of the Company Group to cease doing business with the Company or suchother member of the Company Group.

 

(c)           The Executive agrees that (i) thecovenants set forth in this Section 2.7 are reasonable in geographical andtemporal scope and in all other respects, (ii) the Company would not haveentered into this Agreement but for the covenants of the Executive containedherein, and (iii) the covenants contained herein have been made in order toinduce the Company to enter into this Agreement.

 

(d)           If, at any time enforcement of thisSection 2.7, a court shall hold that the duration, scope, or area restrictionsstated herein are unreasonable under circumstances shall be substituted for thestated duration, scope or area and that the court shall be allowed to revisethe restrictions contained herein to cover the maximum period, scope and areapermitted by law. 

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ARTICLE III

Miscellaneous

3.1           Executive’s Representations.Executive hereby represents and warrants to the Company that (i) the execution,delivery and performance of this Agreement by the Executive do not and shallnot conflict with, breach; violate or cause a default under any contract,agreement, instrument, order, judgment or decree to which Executive is a partyor by which he is bound, (ii) the Executive is not a party to or bound by anyemployment agreement, consulting or service agreement, noncompete agreement orconfidentiality agreement with any other person or entity, and (iii) upon theexecution and delivery of this Agreement by the Company, this Agreement shallbe the valid and binding obligations; under this Agreement and that he fullyunderstands the terms and conditions contained herein.

3.2           Survival. Sections 2.4, 2.5,2.6, and 2.7 and Sections 3.1 through 3.2 shall survive and continue in fullforce in accordance with their terms notwithstanding any termination of theEmployment Period.

3.3           Notices. All notices, demandsor other communications to be given or delivered under of by reason of theprovisions of this Agreement will be in writing and will only be deemed to havebeen given when delivered personally, send via nationally recognized overnightcourier, or send via facsimile to the recipient. Such notices, demands andother communications will be sent to the address indicated below:
|   | To the Company:   |                |
|--------|-------------------|---------------------|
|   |              |                |
|   | To the Executive: |                |
|   |              | Mr. Frederick Wolfe |   |
|        |                   |                     |  |  |

 

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Or such other addressesor to the attention of such other person as the recipient party shall havespecified by prior written notice to the sending party.

3.4           Severability. Wheneverpossible, each provision of this Agreement will be interpreted in such manneras to be effective and valid under applicable law, but if any provision of thisAgreement is held to be invalid, illegal or unenforceable in any respect underany applicable law or rule in any jurisdiction, such invalidity, illegality orunenforceability will be affect any other provision or any other jurisdiction,but this Agreement will be reformed, construed and enforced in suchjurisdiction as if such invalid, illegal or unenforceable provision had neverbeen contained herein.

3.5           Complete Agreement. ThisAgreement embodies the complete agreement and understanding among the partiesand supersede and preempt any prior understanding; agreements orrepresentations by or among the parties, written or oral.

3.6           Counterparts. This Agreementmay be executed in separate counterparts, each of which is deems to be anoriginal and all of which taken together constitute one and the same agreement.

3.7           Successors and Assigns. Exceptas otherwise provided herein, all covenants and agreements contained in thisAgreement shall bind and inure to the benefit of and be enforceable byExecutive, the Company and their respective successors and assigns.Notwithstanding anything to the contrary contained herein, the Company shallhave the right to assign any and/or all of its rights and obligations underthis Agreement (i) to one  or more othermembers of the company Group; provided, however that no such assignmentby the Company shall relieve the Company of its obligations hereunder in theevent that any such obligations are not satisfied by the other members of theCompany Group and (ii) in connection with the sale of the Company, whether bymerger, consolidation, reorganization, sale of all or substantially all of the Company’sassets, or sale of a majority of the outstanding shares of the Company’s stockor otherwise.

3.8           No Strict Construction. Thelanguage used in this Agreement will be deemed to be the language chosen heretoby the parties hereto to express their mutual intent, and no rule of strictconstruction shall be applied to this Agreement.

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3.9           Descriptive Headings. Thedescriptive headings of this Agreement are inserted for convenience only and donot constitute a part of this Agreement.

3.10         Governing Law. All questionsconcerning the constructive, validity and interpretation of this Agreement andthe exhibits and schedules hereto will be governed by and construed inaccordance with the domestic laws of the State of Delaware, without givingeffect to any choice of law or conflict of law provision or rule (whether ofthe State of Delaware or any other jurisdiction) that would cause theapplication of the laws of any jurisdiction other than the State of Delaware.

3.11         Remedies. Each of the parties tothis Agreement will be entitled to enforce its rights, under this Agreement specifically,to recover damages caused by any actual or threatened breach or violation ofany provision of this Agreement and to exercise all other rights existing inits favor. The parties hereto agree and acknowledge that money damages may notbe an adequate remedy for any actual or threatened breach of the provisions ofthis Agreement and that, in addition to any other remedies available underapplication law, any party may in its sole discretion apply to any court of lawor equity of competent jurisdiction (without posting any bond or deposit) forspecific performance and/or other injunctive relief in order to enforce orprevent any violations of the provisions of this Agreement.

3.12         Amendment of Waiver. Theprovisions of this Agreement may be amended and waived only with the priorwritten consent of the Company and Executive.

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IN WITNESSWHEREOF, the parties hereto have executed this Executive Employment Agreementas of the dates set forth below.
|        | **REAL MEX RESTAURANTS, INC.** |
|--------|--------------------------------|
|   |                           |
| Dated: | 11/09/06                       |   | By: | /s/ Steven L. Tanner |   |
|   | Name:                          | Steven L. Tanner |   |
|   | Title:                         | CFO |   |
|   |                           |   |   |
| Dated: | 10/24/06                       |   | /s/ Frederick Wolfe |   |
|   | Frederick Wolfe                |

 

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