Exhibit 10.20
RETENTION AGREEMENT
This RETENTION AGREEMENT (this "Agreement") is made as of the
day of
, 2006 by and between REAL MEX RESTAURANTS, INC., a Delaware
corporation (the "Company"), and
("Executive").
WHEREAS, Executive serves the Company in a position of substantial authority and
responsibility; and
WHEREAS, the Company and Executive wish to establish protections for Executive
in the event of certain cessations of his employment with the Company following
a change of control of the Company.
NOW THEREFORE, in consideration of these premises and intending to be legally
bound hereby, the parties agree as follows:
SECTION 1.
Severance Benefits.
1.1.
EXECUTIVE'S ENTITLEMENT. IF ON OR AFTER THE
EFFECTIVE DATE OF A CHANGE OF CONTROL (THE "EFFECTIVE DATE") AND PRIOR TO THE
END OF THE 18 MONTH PERIOD BEGINNING UPON SUCH CHANGE IN CONTROL, EXECUTIVE'S
EMPLOYMENT WITH THE COMPANY CEASES DUE TO A TERMINATION BY THE COMPANY WITHOUT
CAUSE OR A RESIGNATION BY EXECUTIVE WITH GOOD REASON, EXECUTIVE WILL BE ENTITLED
TO:
1.1.1.
PAYMENT OF ALL ACCRUED AND UNPAID BASE SALARY THROUGH
THE DATE OF CESSATION;
1.1.2.
PAYMENT FOR ALL ACCRUED BUT UNUSED VACATION DAYS;
1.1.3.
PAYMENT OF ANY ANNUAL BONUS EARNED BUT UNPAID WITH
RESPECT TO THE FISCAL YEAR OF THE COMPANY ENDING PRIOR TO THE FISCAL YEAR OF THE
COMPANY IN WHICH SUCH CESSATION OCCURRED;
1.1.4.
WAIVER OF THE APPLICABLE PREMIUM OTHERWISE PAYABLE
FOR COBRA CONTINUATION COVERAGE FOR EXECUTIVE (AND, TO THE EXTENT COVERED
IMMEDIATELY PRIOR TO THE DATE OF EXECUTIVE'S CESSATION, HIS SPOUSE AND
DEPENDENTS) TO THE EXTENT SUCH PREMIUM EXCEEDS THE EMPLOYEE CONTRIBUTION
REQUIRED FOR SUCH COVERAGE (AS IN EFFECT IMMEDIATELY PRIOR TO CESSATION OF
EMPLOYMENT) FOR A PERIOD EQUAL TO THE SEVERANCE PERIOD;
1.1.5.
CONTINUATION OF HIS COMPANY-PROVIDED GROUP TERM LIFE
INSURANCE AT NO COST TO EXECUTIVE (AT A LEVEL EQUAL TO THE LOWER OF $500,000, OR
TWO TIMES EXECUTIVE'S ANNUAL BASE RATE OF PAY IMMEDIATELY PRIOR TO CESSATION OF
EMPLOYMENT), OR IF GROUP COVERAGE IS NOT PERMITTED, REIMBURSEMENT OF THE
PREMIUMS THAT EXECUTIVE PAYS FOR SUBSTANTIALLY EQUIVALENT REPLACEMENT COVERAGE,
FOR A PERIOD EQUAL TO THE SEVERANCE PERIOD;
1.1.6.
CONTINUATION OF HIS CAR AND CAR OPERATING ALLOWANCE
OF $
/MONTH (OR SUCH GREATER AMOUNT AS IN EFFECT IMMEDIATELY PRIOR TO
CESSATION OF EMPLOYMENT) FOR A PERIOD EQUAL TO THE SEVERANCE PERIOD; AND
1.1.7.
MONTHLY PAYMENTS FOR A PERIOD EQUAL TO THE SEVERANCE
PERIOD, EACH EQUAL TO ONE-TWELFTH OF EXECUTIVE'S ANNUAL BASE RATE OF SALARY (AS
IN EFFECT IMMEDIATELY PRIOR TO HIS CESSATION OR, IF THAT CESSATION IS DUE TO A
RESIGNATION FOR GOOD REASON DESCRIBED IN SECTION 1.2.3(II), THEN AT THE RATE IN
EFFECT IMMEDIATELY PRIOR TO SUCH REDUCTION).
Notwithstanding the foregoing, no amount will be paid or benefit or right
provided under this Agreement unless Executive executes and delivers to the
Company, in a form satisfactory to the Company, a release substantially
identical to that attached hereto as Exhibit A in a manner consistent with the
requirements of the Older Workers Benefit Protection Act and all other
applicable laws (the "Release"). The severance