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Exhibit (e)(7)
EMPLOYEE TERMINATION, CONSULTING
AND NON-COMPETITION AGREEMENT
Employee Termination, Consulting and Non-Competition
Agreement (this "Agreement"), dated as of September 26, 2000, by and between
Landry's Seafood Restaurants, Inc., a Delaware corporation ("Purchaser"), and
Ercument Ucan (the "Consultant").
WITNESSETH:
WHEREAS, Purchaser, LSR Acquisition Corp., a Delaware corporation
(the "Merger Sub"), and Rainforest Cafe, Inc., a Minnesota corporation (the
"Company"), have entered into an Agreement and Plan of Merger dated as of the
date hereof (as the same may be amended from time to time, the "Merger
Agreement");
WHEREAS, the Company and Consultant have entered into a Change of
Control Agreement dated as of June 8, 2000 (the "Change of Control Agreement");
WHEREAS, the Consultant desires to perform services for Purchaser
in accordance with and subject to the terms and conditions provided herein;
WHEREAS, the Consultant desires to be bound by the noncompetition,
nonsolicitation, confidentiality and other terms and provisions contained in
this Agreement; and
WHEREAS, the Consultant acknowledges that Purchaser would not have
entered into the Merger Agreement absent the transactions contemplated by this
Agreement.
NOW, THEREFORE, in consideration of the premises and the
respective representations, warranties, covenants and agreements of the parties
herein contained, and intending to be legally bound hereby, the parties hereto
agree as follows:
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ARTICLE I
CERTAIN MATTERS
Section 1.1 Effectiveness. Sections 1.3 and 1.4 and Articles II
and III of this Agreement shall become effective only upon the time of first
acceptance for payment of Shares under the Offer (as such capitalized terms are
defined in the Merger Agreement). If the Merger Agreement is terminated for any
reason, then this Agreement shall terminate and be of no force or effect.
Section 1.2 Company Option. Notwithstanding anything to the
contrary contained in the Change of Control Agreement, each vested option to
acquire shares of Company common stock held by Consultant at the Effective Time
(as defined in the Merger Agreement) which has an exercise price less than the
Offer Price (as such term is defined in the Merger Agreement) shall be cancelled
and terminated at the Effective Time in consideration for a payment in cash by
the Company to Consultant promptly following the Effective Time of an amount
equal to the product obtained by multiplying (x) the excess (if any) of the
Offer Price over the per share exercise price of such option and (y) the number
of shares of Company common stock covered by such option. Notwithstanding
anything to the contrary contained in the Change of Control Agreement, effective
as of and subject to the Effective Time, Consultant releases, waives and forever
relinquishes any options to acquire shares of Company common stock held by
Consultant at the Effective Time pursuant to any stock option plan or otherwise,
whether or not such options are vested or unvested, in respect of which the
Company is not obligated to make a payment to the Consultant pursuant to the
immediately preceding sentence. Nothing in this Section 1.2 shall prohibit the
Consultant from exercising any options to acquire shares of Company common stock
prior to the Effective Time.
Section 1.3 Compensation and Related Matters.
(a) Consulting Fee. In consideration of the covenants of the
Consultant contained in this Agree-
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ment, Purchaser shall pay to the Consultant: (i) a one-time fee equal to five
hundred thousand dollars ($500,000) on July 1, 2001; (ii) an amount equal to two
times the Consultant's Annual Compensation (as defined in the Change of Control
Agreement), through the continued bi-weekly payment to the Consultant of his
annual base salary after the date of termination of Consultant's employment,
provided that if the entire amount specified in this clause (ii) has not been
paid to the Consultant by July 1, 2001 through such bi-weekly payments then any
such remaining amount shall be paid to the Consultant in a lump sum on July 1,
2001; (iii) an amount equal to the six month cost to Consultant of continuing
Consultant's present health care coverage under the Company's COBRA program
(grossed up to compensate Consultant for the taxable nature of such payment),
payable in twelve equal bi-weekly installments after the date of the termination
of Consultant's employment with the Company; and (iv) an amount equal to the six
month cost to the Company of continuing to provide Consultant's current
non-electable life insurance and insurance coverage for accidental death and
disability assuming Consultant had continued as an employee of the Company (all
as grossed-up to compensate Consultant for the taxable nature of such
payments), payable in twelve equal bi-weekly installments after the date of the
termination of Consultant's employment with the Company. The Purchaser shall
have no right of setoff under this Agreement.
(b) Business Expenses. The Consultant will be reimbursed by
Purchaser for all ordinary and reasonable business expenses incurred by him in
connection with his performance of consulting services hereunder upon submission
by the Consultant of receipts and other documentation as may be requested by
Purchaser.
Section 1.4 Termination of Employment. Effective as of the time of
first acceptance of Shares for payment under the Offer, the Consultant: (i)
acknowledges and agrees that his employment with the Company shall be
terminated, and, except as expressly provided for under this Agreement, the
Company shall not owe Consultant any monies, securities, severance payments or
other consideration with respect to his terminated em-
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ployment including any compensation, benefits and any other amounts payable
under the Change of Control Agreement; (ii) shall resign as a director of the
Company and its subsidiaries (including The Rainforest Cafe Friends of the
Future Foundation); and (iii) irrevocably and unconditionally discharges the
Company of any and all of its obligations under the Change of Control Agreement
and agrees that the Change of Control Agreement shall expire and terminate and
be of no further force or effect.
ARTICLE II
CONSULTING
Section 2.1 Engagement as Consultant. Purchaser hereby agrees to
engage the Consultant, and the Consultant hereby agrees to perform services for
Purchaser, on the terms and conditions set forth herein.
Section 2.2 Term. The term (the "Term") of the covenants contained
in Article II of this Agreement is for the twenty-four month period commencing
as of the time of the first acceptance for payment of Shares under the Offer,
subject to earlier termination pursuant hereto.
Section 2.3 Duties and Reporting Relationship. From time to time
during the Term, the Consultant shall perform such services relating to the
business of Purchaser as the Consultant and the President of the Purchaser (or
his designee) shall mutually agree. The Consultant shall in no event be required
to provide more than ten (10) hours per week of consulting services to Purchaser
for the first three months of the Term, and no more than twenty (20) hours per
month of consulting services to Purchaser thereafter, except in each case as
agreed to by the Consultant. The scheduling of such time shall be at the
Consultant's sole discretion. Except as provided in Article IV hereof, Purchaser
acknowledges that the Consultant is permitted to pursue other activities,
whether of a personal or business nature, and, accordingly, may not always be
immediately available to Purchaser.
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Section 2.4 Place of Performance. The Consultant shall perform his
duties and conduct his business at such locations as are reasonably acceptable
to him; provided, however, that, as mutually agreed, the Consultant will be
available to travel domestically to meet from time to time with representatives
of Purchaser.
ARTICLE III
TRANSITION MATTERS
Section 3.1 Transition Matters. The Consultant shall render such
services to Purchaser as the Consultant and the President of the Purchaser (or
his designee) shall mutually agree with respect to (i) Purchaser and Company
business matters relating to the transition period prior to and following the
Merger and (ii) integration of the business of the Company with the business of
Purchaser.
ARTICLE IV
NON-COMPETITION
Section 4.1 Reasonableness of Provisions.
(a) The Consultant acknowledges and agrees that the
provisions contained in Article IV of this Agreement are reasonable with respect
to their duration, geographical area and scope. Without limiting the generality
of the foregoing, the Consultant further acknowledges and agrees that any and
all of the provisions of Article IV of this Agreement are reasonable and
necessary to protect the legitimate interests of the Purchaser. For purposes of
this Article IV only, the term "Purchaser" shall mean any and all of Purchaser
and its subsidiaries from time to time (including, without limitation, the
Surviving Corporation (as such term is defined in the Merger Agreement) from and
after the time of the first acceptance for payment of Shares under the Offer).
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(b) The Consultant acknowledges and agrees that the food
service and theme restaurant business of the Purchaser (as such business is
conducted as of the date of this Agreement and may be conducted from time to
time in the future, the "Business") is intensely competitive and that the
Consultant has had access to, has and may in the future have knowledge of
confidential information of the Purchaser, including, but not limited to, the
identity of the Purchaser's suppliers, franchisees and other persons with whom
Purchaser has business relationships, the identity of the representatives of
such persons with whom the Purchaser has dealt, information concerning the
creation or development of products offered by Purchaser, demographic and other
information related to actual and targeted customers of Purchaser, computer
software applications and other programs, personnel information, intellectual
property and other trade secrets (collectively, the "Confidential Information").
(c) The Consultant acknowledges and agrees that the direct or
indirect disclosure by the Consultant of any Confidential Information to
existing or potential competitors of the Purchaser or the Business would place
the Purchaser at a competitive disadvantage and would do serious damage,
monetary and otherwise, to the Purchaser and the Business.
(d) The Consultant acknowledges and agrees that the
Consultant's engaging in any of the activities prohibited by this Agreement may
constitute improper appropriation or use of the Confidential Information or
both. The Consultant acknowledges the trade secret status of the Confidential
Information and that the Confidential Information constitutes a protectible
business interest of Purchaser.
Section 4.2 Noncompetition.
(a) During the Restricted Period, the Consultant shall not
(either directly or indirectly, through Representatives or otherwise), anywhere
in the world, engage in, invest in, own, manage, operate, finance, control, or
participate in the ownership, manage-
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ment, operation, financing, or control of, be associated with as an officer,
employee, partner, director or other wise with, or aid or assist any other
person in the conduct of, any restaurant, food service or restaurant business
(i) with an environmental, jungle, forest, zoological, animal (including living,
mannequin or robotic animals) or aquarium theme, (ii) with a name, logo, trade
dress or other Company Intellectual Property (as such term is defined in the
Merger Agreement) used by, or similar to the name, logo, trade dress or other
Company Intellectual Property of, the Company (including, without limitation,
the "Rainforest Cafe" name, logo, trade dress and other Company Intellectual
Property), or (iii) located at a theme park owned, managed, leased or operated
in whole or in part by Disney or any one or more of its subsidiaries; provided,
however, that notwithstanding anything to the contrary in this Section 4.2(a),
the Consultant (i) may purchase or otherwise acquire up to ten percent (10%) of
any class of securities of any person (but without otherwise participating in
the activities of such person) if such securities are listed on any national
securities exchange or NASDAQ and (ii) may operate Rainforest Cafe restaurants
in Turkey pursuant to the Master Franchise Agreement, dated as of April 6, 2000,
between the Company and Consultant.
(b) During the Restricted Period, the Consultant shall not
(either directly or indirectly, through Representatives or otherwise), engage
in, invest in, own, manage, operate, finance, control, or participate in the
ownership, management, operation, financing, or control of, be associated with
as an officer, employee, partner, director or otherwise with, or aid or assist
any other person in the conduct of, any restaurant, food service or restaurant
business (i) within a two mile radius of any Rainforest Cafe identified on
Exhibit A hereto during the period from and after the date hereof through to and
including the second anniversary of the Closing Date and (ii) within a one mile
radius of any Rainforest Cafe identified on Exhibit A hereto during the period
after the second anniversary of the Closing Date through to and including the
fifth anniversary of the Closing Date; provided, however, that notwithstanding
anything to the contrary in this Section
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4.2(b), (A) the Consultant may purchase or otherwise acquire up to ten percent
(10%) of any class of securities of any person (but without otherwise
participating in the activities of such person) if such securities are listed on
any national securities exchange or NASDAQ, (B) the Consultant may be involved
in any manner with the "Redstone Grill" restaurant concept within the
forementioned radius of the Mall of America, and (C) the Consultant may engage
in, invest in, own, manage, operate, finance, control, or participate in the
ownership, management, operation, financing, or control of, any food service or
restaurant business (1) which has a restaurant inside the applicable
forementioned radius and which either (I) has been in operations for at least
twelve months at the time of his involvement or (II) does not constitute the
primary asset of such food service or restaurant business (provided further that
the exclusions contained in clauses (C)(1)(I) and (C)(1)(II) shall not be
available to Consultant with respect to any restaurant, food service or
restaurant business located at a theme park owned, managed, leased or operated
in whole or in part by Disney or any one or more of its subsidiaries), (2)
which is located on property currently owned by Lakes Gaming Inc. in the
vicinity of the MGM Grand Hotel in Las Vegas, Nevada, or (3) which is located in
a casino managed by Lakes Gaming Inc.
Section 4.3 No Disparagement or Communication.
(a) Consultant shall not make, or cause to be made, any
statement, observation or opinion, or communicate any information (whether oral
or written) to the press, media or any third party, that (i) disparages the
reputation or business of Purchaser, the Offer, the Merger or the other
transactions contemplated by the Merger Agreement, or (ii) discusses or
otherwise relates to the Rainforest Cafe concept, its creation, or the
historical or ongoing business of the Company or Rain forest Cafe, or new
restaurant openings; provided, how ever, that nothing in clause (ii) of this
Section 4.3 shall prohibit Consultant from making factual statements relating to
the Company or Rainforest Cafe with respect to the period of time between its
creation and the time
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of first acceptance for payment of Shares under the Offer. In the event that the
Consultant is questioned, or is asked to comment or respond to a statement or
inquiry from any press or media which relates, directly or indirectly, to
business activities of the Company or Rainforest Cafe or the opening of a new
restaurant, then Consultant shall unequivocally state at the outset of any such
interaction that he is no longer employed by the Company and that all inquiries
relating to the Company or Rainforest Cafe should be referred to Purchaser.
(b) The Purchaser shall not make, or cause to be made, any
statement, observation or opinion, or communicate any information (whether oral
or written) to the press, media or any third party, that disparages the
reputation of the Consultant.
Section 4.4 Confidentiality.
(a) Except as and only to the extent set forth in Section
4.4(b) hereof, the Consultant shall, and shall cause the Control Representatives
of such Consultant to, and shall use his reasonable best efforts to ensure that
the Other Representatives of such Consultant shall, hold in strict confidence,
and not (directly or indirectly) make known, or disclose, furnish or otherwise
make available to any person or business, any of the Confidential Information.
(b) Notwithstanding Section 4.4(a) hereof:
(i) the Consultant shall not have any obligation under
Section 4.4(a) with respect to, and only to the extent that, any
Confidential Information becomes generally known or is publicly
disclosed or publicly available, in each case, through disclosure other
than by the Consultant or the Representatives of such Consultant; and
(ii) in the event that the Consultant or any of its
Representatives are requested or required (by oral questions, in-
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terrogatories, requests for information or documents, subpoena, civil
investigative demand, any investigation by any Governmental Authority
(as defined in the Merger Agreement) or arbitration tribunal or
otherwise) to disclose any of the Confidential Information, the
Consultant shall, to the extent permitted under law, notify the
Purchaser promptly orally and in writing so that the Purchaser may seek
a protective order or other appropriate remedy. In such an event, the
Consultant (on its own behalf and on behalf of each of the
Representatives of such Consultant) (x) agrees that only such portion
of the Confidential Information shall be disclosed which is legally
required to be so disclosed or which the Consultant or the
Representative of such Consultant is advised by counsel as being
reasonably likely to be legally required to be so disclosed and (y)
shall exercise reasonable best efforts to obtain reliable assurance
that confidential treatment will be accorded such disclosed
Confidential Information.
Section 4.5 Nonsolicitation.
(a) During the Restricted Period, the Consultant shall not
(either directly or indirectly through Control Representatives, circulars,
advertisements or otherwise), whether on behalf of the Consultant or on behalf
of any other person:
(i) solicit (or cause, or authorize, to be solicited),
divert or otherwise attempt to obtain the business of any person who
is, or has at any time within three (3) years prior to the date of such
action been, a franchisee, licensee or business relation of the
Purchaser for any purpose which is competitive with the Business;
(ii) disturb or attempt to disturb in any adverse respect
any business relationship between any person and the Purchaser;
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(iii) seek or attempt to persuade, induce or encourage
any director, officer, employee, consultant, advisor or other agent of
the Purchaser to discontinue his or her status or employment therewith
or to become employed or otherwise engaged in a business of the same or
of a similar nature to the Business;
(iv) solicit or employ, or otherwise hire or engage as
an employee, independent contractor, consultant, advisor or otherwise,
any person employed by, under contract with, providing services to, or
otherwise engaged by Purchaser; and
(v) solicit or employ, or otherwise hire or engage as an
employee, independent contractor, consultant, advisor or other wise,
any person at any time within six (6) months following the date of
cessation of employment of such person or the termination of such
person's other status, as the case may be, with the Purchaser;
provided, however, that nothing in this clause (v) shall prohibit the
Consultant from employing any Group 2 Employee (as defined in the
Merger Agreement) as an employee, independent contractor, consultant,
advisor or otherwise, at any time from and after ninety days following
the time of first acceptance for payment of Shares under the Offer
provided that such Group 2 Employee has ceased to be employed by
Purchaser.
Section 4.6 Additional Acknowledgments and Agreements. In addition
to the foregoing, Consultant acknowledges and agrees that he will not make any
use whatsoever of any Company Intellectual Property for any reason whatsoever.
Consultant also acknowledges and agrees that he has no right, title, or interest
in, or to any Company Intellectual Property. Notwithstanding the
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foregoing, to the extent that Consultant created any Company Intellectual
Property, Consultant hereby assigns to Company all of his right, title and
interest (if any) in, to and under, all Company Intellectual Property
retroactive to the date he created such Company Intellectual Property.
Section 4.7 Term.
(a) Unless otherwise expressly limited by the terms hereof,
all covenants contained in Sections 4.3, 4.4 and 4.6 of this Agreement shall
remain in effect and survive indefinitely.
(b) For purposes of Article IV of this Agreement, the term
"Restricted Period" means the period commencing on the date hereof through to
the fifth annual anniversary of the Closing Date.
Section 4.8 Definitions. For purposes of Article IV of this
Agreement, the following terms shall have the following meanings:
(a) "affiliate" of any person means another person that
directly or indirectly controls, is controlled by, or is under common control
with, such first person, where "control" means the possession, directly or
indirectly, of the power to direct or cause the direction of the management
policies of a person, whether through the ownership of voting securities, by
contract, as trustee or executor, or otherwise. For the purposes of this
Agreement, the term "affiliated" has a meaning correlative to the foregoing;
(b) "Control Representative" of any person means the
Representatives of such person which are controlled (as such term is defined in
the definition of "affiliate" above) by such person;
(c) "Other Representative" of any person means all
Representatives of such person other than the Control Representatives of such
person;
(d) "person" means any natural person, firm, partnership,
association, corporation, company, limited liability company, unincorporated
organization,
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joint venture, trust, self-regulatory organization, business trust, Governmental
Authority or other entity;
(e) "Representative" of any person means such person's
subsidiaries and affiliates and the directors, officers, employees, agents,
affiliates, consultants, advisors and other representatives of such person and
each of such person's subsidiaries and affiliates; and
(f) "subsidiary" of any party means (x) a corporation, a
majority of the voting or capital stock of which is as of the time in question
directly or indirectly owned by such party and (y) any other partnership, joint
venture, association, joint stock company, trust, unincorporated organization or
similar entity, in which such party, directly or indirectly, owns a majority of
the equity interest thereof or has the power to elect or direct the election of
a majority of the members of the governing body of such entity or otherwise has
control over such entity (e.g., as the managing partner of a partnership).
ARTICLE V
MISCELLANEOUS
Section 5.1 Independent Contractor. During the term of this
Agreement, the Consultant shall be an independent contractor and not an employee
of Purchaser.
Section 5.2 Successors; Binding Agreement. This Agreement and all
rights of the parties hereunder shall inure to the benefit of and be enforceable
by each party's personal or legal representatives, executors, administrators,
successors, heirs, distributees, devisees and legatees.
Section 5.3 Notices. All notices and other communications
hereunder shall be in writing and shall be deemed given if delivered personally,
telecopied (which is confirmed) or sent by an overnight courier service to the
parties at the following addresses (or at such other addresses for a party as
shall be specified by the notice):
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If to Purchaser:
Landry's Seafood Restaurants, Inc.
1400 Post Oak Blvd., Suite 1010
Houston, Texas 77056
Attention: Steven L. Scheinthal
Telephone No.: (713) 850-1010
Telecopier No.: (713) 623-4702
If to the Consultant:
Ercument Ucan
540 Sunny Shadows
Excelsior, Minnesota 55331
Telephone No.: (612) 470-4528
Section 5.4 Specific Performance. The Consultant recognizes and
agrees that if for any reason any of the provisions of this Agreement are not
performed in accordance with their specific terms or are otherwise breached,
immediate and irreparable harm or injury would be caused to the Purchaser for
which money damages would not be an adequate remedy. Accordingly, the Consultant
agrees that, in addition to any other available remedies, the Purchaser shall be
entitled to an injunction re straining any violation or threatened violation of
the provisions of this Agreement without the necessity of posting a bond or
other form of security. In the event that any action should be brought in equity
to enforce the provisions of this Agreement, the Consultant shall not allege,
and the Consultant hereby waives the defense, that there is an adequate remedy
at law.
Section 5.5 Severability; Modification. If any provision(s) of
this Agreement shall for any reason be invalid or unenforceable in any
jurisdiction, such provision(s) shall be ineffective in such jurisdiction to the
extent of such invalidity or unenforceability without invalidating or rendering
unenforceable the remaining provisions hereof, and any such invalidity or
unenforceability in any jurisdiction shall not invalidate or render
unenforceable such provisions in any other
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jurisdiction. Without limiting the generality of the immediately preceding
sentence, in the event that a court of competent jurisdiction determines that
the provisions of this Agreement would be unenforceable as written because they
cover too extensive a geographic area, too broad a range of activities, or too
long a period of time, or otherwise, then such provisions will automatically be
modified to cover the maximum geographic area, range of activities, and period
of time as may be enforceable, and, in addition, such court is hereby expressly
authorized so to modify this Agreement and to enforce it as so modified.
Section 5.6 Interpretation. The parties have participated jointly
in the negotiation and drafting of this Agreement. Consequently, in the event an
ambiguity or question of intent or interpretation arises, this Agreement shall
be construed as if drafted jointly by the parties hereto, and no presumption or
burden of proof shall arise favoring or disfavoring any party by virtue of the
authorship of any provisions of this Agreement.
Section 5.7 Assignment. Neither this Agree ment, nor any rights,
interests or obligations hereunder, may be directly or indirectly assigned,
delegated or transferred by any party to this Agreement, in whole or in part, to
any other person without the prior written consent of the other party hereto;
provided, however, that the Purchaser may freely assign (whether by operation
of law or otherwise) all or a portion of its rights under this Agreement. The
Company shall be entitled to rely upon the Consultant's undertakings and
agreements contained in this Agreement.
Section 5.8 Miscellaneous. No provisions of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing signed by the parties hereto. No waiver by a party hereto
at any time of any breach by the other party hereto of, or compliance with, any
condition or provision of this Agreement to be performed by such other party
shall be deemed a waiver of similar or dissimilar provisions or conditions at
the same or at any prior or subsequent time. No agreements or representations,
oral or otherwise, express or implied, with respect to the
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subject matter hereof have been made by the parties which are not set forth
expressly in this Agreement. This Agreement shall be governed and construed in
accordance with the laws of the State in which the Purchaser is incorporated on
the date hereof, without giving effect to the principles of conflicts of law
thereunder or of any other jurisdiction.
Section 5.9 Contents of Agreement. This Agreement sets forth the
entire agreement of the parties hereto with respect to the matters contemplated
hereby. This Agreement supersedes all prior agreements and under standings among
the parties hereto relating to the subject matter hereof.
Section 5.10 Section Headings and Gender. All Section headings and
the use of a particular gender are for convenience only and shall in no way
modify or restrict any of the terms or provisions hereof.
Section 5.11 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed to be an original but both of which
together will constitute one and the same instrument.
Section 5.12 Provision of Notice. Purchaser shall notify
Consultant in the event that Purchaser has knowledge that Consultant has
materially violated any of his obligations under this Agreement; provided,
however, that any failure by Purchaser to provide, or any delay in Purchaser's
providing, any such notice to Consultant shall not in any manner affect, limit,
discharge, waive or restrict (i) any of the Purchaser's or the Company's rights
under this Agreement or under law or (ii) any of the Consultant's obligations
under this Agreement.
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IN WITNESS WHEREOF, the parties hereto have executed this
Employee Termination, Consulting and Non-Competition Agreement as of the date
and year first above written.
/s/ Ercument Ucan
------------------------------
Ercument Ucan
LANDRY'S SEAFOOD
RESTAURANTS, INC.
By: /s/ Steven L. Schienthal
-------------------------
Name: Steven L. Schienthal
Title: Vice President Administration
and General Counsel
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EXHIBIT A
Rainforest Cafe
1. Disney Downtown Market, Orlando, Florida
2. Disney Animal Kingdom, Orlando, Florida
3. MGM Hotel, Las Vegas, Nevada
4. Disney, Anaheim, California
5. Downtown Chicago, Chicago, Illinois
6. Mall of America, Minneapolis, Minnesota
