Exhibit 10.13
VIA AIRBORNE DELIVERY
January 3, 2000
Mr. Richard A. Peabody
3725 Embassy Circle
Palm Harbor, Florida 34685
Dear Richard:
This will memorialize our offer to you to join Romacorp, Inc. in accordance
with our recent discussions. With an effective date of January 3, 2000 you
will be appointed to the position of Vice President, Finance and Chief
Financial Officer of Romacorp, Inc., it's parent Roma Restaurant Holdings,
Inc. and it's subsidiary and affiliated companies ("Company"). You will
be charged with responsibility for management of the Company's financial
functions, including corporate financial reporting, accounting
infrastructure and the management of the Company's Transition Services
Agreement relationship with NPC International. The purpose of this letter
is to set out, generally, the terms and conditions of your employment.
I. BASE SALARY, BENEFITS AND BONUSES
a. Your beginning base salary will be $175,000 per year ("Base
Salary") which will be paid bi-weekly in accordance with the
Company's general payroll practices, subject to customary
withholding. Compensation reviews will be annually thereafter.
In addition, you will be entitled to participate in all of the
Company's employee benefit programs for which senior executive
employees of the Company are generally eligible, including, but
not limited to, the Company's group medical coverage program and
401(k). You will be eligible for a paid vacation in accordance
with the policies of the Company, which provide initially for two
weeks per year.
b. The Company will reimburse all reasonable expenses incurred by
you, in the course of performing your duties, which are consistent
with the Company's policies in effect from time to time with
respect to travel, entertainment and other business expenses,
subject to the Company's requirements with respect to reporting
and documentation of these expenses.
c. In addition to Base Salary, the Board of Directors may award a
bonus to you following the end of each fiscal year up to 50% of
the Base Salary based upon Company performance, determined at the
discretion of the Board. It is anticipated that in any given
fiscal year the bonus awarded would approximate 25% of Base Salary
should the Company only meet performance goals contained in the
Company's management plan.
Mr. Richard A. Peabody
January 3, 2000
Page Two
d. You will be granted an option to purchase common stock of Roma
Restaurant Holdings, Inc. pursuant to a standard option agreement
in the form consistent with the Company's Non-Qualified 1998 Stock
Option Plan, with number of shares and option price to be
determined by the Compensation Committee of the Board of
Directors. You may recall from our discussions that these options
vest 50% based on time in position over five years and 50% based
on the Company meeting it's EBITDA performance goals.
e. You will receive a car allowance of approximately $350 per month.
II. RELOCATION
a. The Company will pay for a professional move from your residence
in Palm Gardens, Florida to Dallas, Texas, including the expenses
related to packing, loading, moving and unloading at your new
residence.
b. You will be reimbursed the commission charged by a licensed real
estate representative on the sale of your home up to 6% of the
sales price.
c. The Company will pay for house hunting trips for you and your
family as reasonable and necessary for your relocation.
III. TERM: TERMINATION
a. Your employment may be terminated by the Company at any time for
cause and, of course, you may terminate your employment
voluntarily at any time for any reason, this latter being
considered a "Voluntary Termination".
b. Upon (i) a Voluntary Termination of the employment relationship
by you or (ii) termination of the employment relationship by the
Company for cause, all future compensation or bonuses to which you
would become entitled and all future benefits for which you would
otherwise be eligible will cease as of the date of such
termination; provided, however, that any salary, bonus, incentive
payment, deferred compensation or other compensation or benefit
which has vested to your benefit prior to the date of termination
shall not be forfeited and shall be paid to you in accordance with
the terms of such benefit.
c. Upon a termination of your employment as a result of a change of
control of the Company which results in the elimination of your
position or termination of your
employment, you shall be entitled, in consideration of your
continuing obligations hereunder following such termination, to
receive your Base Salary, paid bi-weekly, as if your employment
(which shall cease on the date of such termination) had continued
for the twelve months following such termination; provided,
however, that you shall be required and agree to use your
reasonable best efforts to obtain, as expeditiously as
Mr. Richard A. Peabody
January 3, 2000
Page Three
possible, employment with at least a comparable salary and
responsibilities
commensurate with those set forth in this letter. Should you
obtain such a position, your right to receive the amounts and
benefits set forth in this section shall cease as of the date of
your employment.
d. You acknowledge that the information, observations, and data
obtained by you while employed by the Company concerning the
business and affairs of the Company, ("Confidential Information")
are the property of the Company. Therefore, you agree that you
shall not disclose to any unauthorized person or use for your own
purposes any Confidential Information without the prior written
consent of the Company, unless and to the extent that (i) such
information was otherwise available to you from a source other
than the Company and (ii) the aforementioned matters become
generally known to and available for use by the public other than
as a result of your acts or omissions. You shall deliver to the
Company at the termination of your employment, or at any other
time the Company may request, all memoranda, notes, plans,
records, reports, computer disks, printouts and software and other
documents and data together with any copies thereof relating to
the Confidential Information or the business of the Company which
you may then possess or have under your control.
We are all pleased that you have chosen to join the Company and our
management team. Your position, and its responsibilities, will be critical
to the challenges that lie ahead.
Please confirm your acceptance of the offer and terms and conditions set
out in this letter by signing in the space provided below and returning one
copy to me in the envelope provided. Please let me or any of us know if
there is anything we can do to assist in your move or transition.
Very truly yours,
ROMACORP, INC.
/s/Robert B. Page
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Robert B. Page, President
Agreed and Accepted this 3rd day of January 2000.
/s/ Richard A. Peabody
-----------------------------------------
Richard A. Peabody
