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EXHIBIT 10.5.2
SECOND AMENDMENT TO THE
CHART HOUSE ENTERPRISES, INC. SEVERANCE PAY PLAN
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WHEREAS, Chart House Enterprises, Inc. (the "Company") has established and
maintains the Chart House Enterprises, Inc. Severance Pay Plan, effective June
10, 1999, as amended by that certain First Amendment to the Chart House
Enterprises, Inc. Severance Pay Plan dated December 9, 1999 ("Plan"), for the
benefit of its eligible employees;
WHEREAS, the terms of the Plan reserve to the Company the right to amend the
Plan at any time, retroactively or otherwise;
WHEREAS, the Board of Directors of the Company has, in its sole discretion and
as provided for in the Plan, established severance pay benefits for the
President and Chief Executive Officer;
WHEREAS, the Company has created additional "position categories" as defined in
the Plan for Base Severance Pay and Supplemental Severance Pay including
"Executive Vice President" and "Senior Director";
WHEREAS, the existing Plan benefits for officers and senior directors of the
Company do not reflect competitive market conditions and do not appropriately
align with the severance benefits established for the President and Chief
Executive Officer; and
WHEREAS, the Company desires to amend the Plan to provide for additional
"Position Categories" as set forth therein and to provide for amended base and
supplemental severance pay benefits for the Company's officer and senior
director positions to reflect competitive market conditions and more
appropriately align with the severance pay benefits afforded the President and
Chief Executive Officer under the Plan.
WHEREAS, the Company further desires to amend language contained in the
"Supplemental Severance Pay" portion of the Plan to (i) provide that the Plan
Committee shall have sole and absolute discretion to award supplemental
severance benefits under the Plan and (ii) replace the previous formula for
awarding supplemental severance pay benefits with an established range of
proposed benefits.
NOW, THEREFORE, the Plan is hereby amended, effective August 2, 2000 in the
following respects:
1. The Section entitled "Base Severance Pay" is amended in part and shall
read as follows:
"POSITION CATEGORY BASE SEVERANCE PAY
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* * *
Executive Vice President (other than CEO) 35 weeks
Vice President 26 weeks
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Senior Director 13 weeks
* * *
2. The Section entitled "Supplemental Severance Pay" is amended in part
and shall read as follows:
"In addition to base severance pay, the Plan Committee shall have sole
and absolute discretion in determining whether each Eligible Employee
shall also receive supplemental severance pay, and in any amount
determined by the Plan Committee, not to exceed the amount set forth in
the schedule below, in exchange for providing the Company with a valid
executed Waiver and Release Agreement ("Waiver and Release") attached
hereto as Exhibit B.
* * *
POSITION CATEGORY SUPPLEMENTAL SEVERANCE PAY
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* * *
Executive Vice President (other
than CEO) Not to exceed 40 weeks.
Vice President Not to exceed 30 weeks.
Senior Director Not to exceed 20 weeks.
Director of Operations
or Corporate Director Not to exceed 13 weeks.
Restaurant General Manager Not to exceed 10 weeks.
Department Manager and
equivalent positions Not to exceed 8 weeks.
Restaurant Operations Manager
(other than General Manager) Not to exceed 8 weeks.
Full-Time Exempt - Salaried
(1,000 hours per year minimum) Not to exceed 6 weeks.
Full-Time Nonexempt - Hourly
(25 hours per week minimum) Not to exceed 4 weeks.
Part-Time Employees Ineligible"
* * *
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IN WITNESS HEREOF, the Company has caused this instrument to be executed by its
duly authorized officer this 2nd day of August, 2000.
CHART HOUSE ENTERPRISES, INC.
By: /S/ LAURA A. MONDROWSKI
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Laura A. Mondrowski
Vice President, Corporate
Counsel and Secretary
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