THIS CONTRACT IS SUBJECT TO ARBITRATION PURSUANT TO S.C. CODE
15-48-101
EMPLOYMENT, NONCOMPETITION
AND SEVERANCE AGREEMENT
This Employment, Noncompetition and Severance Agreement
(this "Agreement") is made and entered into as of February 5,
2001 by and between [Name of Executive - see Exhibit B, column
1], an individual (the "Executive"), and Ryan's Family Steak
Houses TLC, Inc., a Delaware corporation headquartered in
Greenville, South Carolina (the "Company"). As used herein, the
term "Company" shall include the Company and any and all of its
subsidiaries where the context so applies.
W I T N E S S E T H
WHEREAS the Company's Board of Directors believes that the
Executive is instrumental in the success of the Company;
WHEREAS the Company desires to continue to employ the
Executive as [Title of Executive - see Exhibit B, column 2] of
the Company and in such other capacities as the Executive is
currently employed as of the date hereof;
WHEREAS the Company has adopted an Executive Bonus Plan (the
"Executive Bonus Plan") which provides for incentive compensation
payments to be made to the executive officers of the Company
(including the Executive);
WHEREAS the Executive is willing to continue employment with
the Company under the terms and conditions set forth herein;
NOW, THEREFORE, in consideration of the premises and the
mutual covenants and agreements contained herein and other good
and valuable consideration, the receipt of which is hereby
acknowledged, the parties hereto agree as follows:
1. Employment. Subject to the terms and conditions hereof,
the Company hereby employs the Executive and Executive hereby
accepts such employment as the [Title of Executive - see Exhibit
B, column 2] of the Company having such duties and
responsibilities as are set forth in Section 3 below.
2. Definitions. For purposes of this Agreement, the
following terms shall have the meanings specified below.
"Change in Control" shall mean
(i) the acquisition, directly or indirectly, by any
Person within any twelve month period of securities of the
Company representing an aggregate of 20% or more of the
combined voting power of the Company's then outstanding
securities; or
(ii) during any period of two consecutive years,
individuals who at the beginning of such period constitute
the Board, cease for any reason to constitute at least a
majority thereof, unless the election of each new director
was approved in advance by a vote of at least a majority of
the directors then still in office who were directors at the
beginning of the period; or
(iii) consummation of (A) a merger, consolidation or
other business combination of the Company with any other
Person or affiliate thereof, other than a merger,
consolidation or business combination which would result in
the outstanding common stock of the Company immediately
prior thereto continuing to represent (either by remaining
outstanding or by being converted into common stock of the
surviving entity or a parent or affiliate thereof) at least
51% of the outstanding common stock (on a fully diluted
basis) of the Company or such surviving entity or parent or
affiliate thereof outstanding immediately after such merger,
consolidation or business combination, or (B) a plan of
complete liquidation of the Company or an agreement for the
sale or disposition by the Company of all or substantially
all of the Company's assets; or
(iv) the occurrence of any other event or circumstance
which is not covered by (i) through (iii) above which the
Board determines affects control of the Company and, in
order to implement the purposes of this Agreement as set
forth above, adopts a resolution that such event or
circumstance constitutes a Change in Control for the
purposes of this Agreement. A leveraged buy-out in which
management participates on terms acceptable to the Company's
CEO shall not be deemed a change in control for purposes of
this Agreement.
"Cause" shall mean material criminal fraud, gross
negligence, material dereliction of duties, intentional material
damage to the property or business of the Company, the commission
of a material felony, or repeated failure to carry out the
reasonable directions of the Board of Directors or the Chief
Executive Officer.
"Confidential Information" shall mean all business and other
information relating to the business of the Company, including
without limitation, trade secrets as defined in the South
Carolina Trade Secrets Act, technical or nontechnical data,
programs, methods, techniques, processes, financial data,
financial plans, product plans, and lists of actual or potential
customers, which (i) derives economic value, actual or potential,
from not being generally known to, and not being readily
ascertainable by proper means by, other Persons, and (ii) is the
subject of efforts that are reasonable under the circumstances to
maintain its secrecy or confidentiality. Such information and
compilations of information shall be contractually subject to
protection under this Agreement whether or not such information
constitutes a trade secret and is separately protectable at law
or in equity as a trade secret. Confidential Information does
not include confidential business information which does not
constitute a trade secret under applicable law two years after
any expiration or termination of this Agreement.
"Disability" or "Disabled" shall mean the Executive's
inability, with or without reasonable accommodations, as a result
of physical or mental incapacity to substantially perform his
duties for the Company on a full-time basis for a period of six
(6) months.
"Involuntary Termination" shall mean the termination of
Executive's employment by the Executive following a Change in
Control which, in the reasonable judgment of the Executive, is
due to (i) a change of the Executive's responsibilities, position
(including status as [Title of Executive - see Exhibit B, column
2] of the Company, its successor or ultimate parent entity,
office, title, reporting relationships or working conditions)
authority or duties (including changes resulting from the
assignment to the Executive of any duties inconsistent with his
positions, duties or responsibilities as in effect immediately
prior to the Change in Control); or (ii) a change in the terms or
status (including the rolling two year termination date) of this
Agreement; or (iii) a reduction in the Executive's compensation
or benefits; or (iv) a forced relocation of the Executive outside
the Greenville metropolitan area; or (v) a significant increase
in the Executive's travel requirements.
"Person" shall mean any individual, corporation, bank,
partnership, joint venture, association, joint-stock company,
trust, unincorporated organization or other entity.
"Voluntary Termination" shall mean the termination by
Executive of Executive's employment following a Change in Control
which is not the result of any of clauses (i) through (v) set
forth in the definition of Involuntary Termination above.
3. Duties. During the term hereof, the Executive shall
have such duties and authority as are typical of the [Title of
Executive - see Exhibit B, column 2] of a restaurant chain such
as the Company, including, without limitation, those specified in
the Company's Bylaws. Executive agrees that during the Term
hereof, he will devote his full time, attention and energies to
the diligent performance of his duties. Executive shall not,
without the prior written consent of the Company, at any time
during the Term hereof (i) accept employment with, or render
services of a business, professional or commercial nature to, any
Person other than the Company, (ii) engage in any venture or
activity which the Company may in good faith consider to be
competitive with or adverse to the business of the Company or of
any affiliate of the Company, whether alone, as a partner, or as
an officer, director, employee or shareholder or otherwise,
except that the ownership of not more than 10% of the stock or
other equity interest of any publicly traded corporation or other
entity shall not be deemed a violation of this Section, or (iii)
engage in any venture or activity which the Board of Directors of
the Company may in good faith consider to interfere with
Executive's performance of his duties hereunder.
4. Term. Unless earlier terminated as provided herein, the
Executive's employment hereunder shall be for a rolling term of
two years (the "Term") commencing on the date hereof, with
compensation to be effective as of the date first above written.
This Agreement shall be deemed to extend each day for an
additional day automatically and without any action on behalf of
either party hereto until Executive turns sixty; upon Executive's
60th birthday, such "Term" shall be converted to a fixed term of
five years and shall expire (without any action on behalf of
either party hereto) on Executive's sixty-fifth birthday; this
Agreement shall terminate upon the expiration of such Term.
Either party may, by notice to the other, cause this Agreement to
cease to extend automatically and, upon such notice, the "Term"
of this Agreement shall be the two years following the date of
such notice, and this Agreement shall terminate upon the
expiration of such Term. If no such notice is given and this
Agreement is terminated pursuant to Section 5 hereof, for the
purposes of calculating any amounts payable to the Executive as a
result of such termination, the remaining Term of this Agreement
shall be deemed to be two years from the date of such
termination.
5. Termination. This Agreement may be terminated as
follows:
5.1 The Company. The Company shall have the right to
terminate Executive's employment hereunder at any time during the
Term hereof (i) for Cause, (ii) if the Executive becomes
Disabled, (iii) upon the Executive's death, or (iv) without
Cause.
5.1.1 If the Company terminates Executive's
employment under this Agreement pursuant to clauses (i), (ii) or
(iii) of Section 5.1, the Company's obligations hereunder shall
cease as of the date of termination subject to Section 6.4;
provided, however, if Executive is terminated for Cause after a
Change in Control, then such termination shall be treated as a
Voluntary Termination as contemplated in Section 5.2.3 below. If
Executive becomes Disabled, and is being compensated pursuant to
the Company's existing disability insurance, Executive shall
receive no additional compensation for disability from the
Company under this Agreement.
5.1.2 If the Company terminates Executive
pursuant to clause (iv) of Section 5.1, Executive shall be
entitled to receive immediately as severance upon such
termination, aggregate compensation and benefits provided in
Section 6 equal to one times Executive's annual compensation
being paid at the time of termination or two times Executive's
annual compensation being paid at the time of termination
following a Change of Control. For purposes of determining
compensation which is not fixed (such as a bonus), the annual
amount of such unfixed compensation shall be deemed to be equal
to the average of such compensation paid over the 36 months
immediately prior to the termination.
5.1.3 In the event of such termination pursuant
to clauses (ii) and (iv) of Section 5.1, all rights of Executive
pursuant to awards of share grants or options granted by the
Company shall be deemed to have vested and shall be released from
all conditions and restrictions, (including the requirement to
exercise such options no later than three months of the
termination of employment), except for restrictions on transfer
pursuant to the Securities Act of 1933, as amended.
5.2 By Executive. Executive shall have the right to
terminate his employment hereunder if (i) the Company materially
breaches this Agreement and such breach is not cured within 30
days after written notice of such breach is given by Executive to
the Company; (ii) there is a Voluntary Termination; or (iii)
there is an Involuntary Termination.
5.2.1 If Executive terminates his employment
other than pursuant to clauses (i), (ii) or (iii) of Section 5.2,
the Company's obligations under this Agreement shall cease
(except as provided in Section 6.4) as of the date of such
termination and Executive shall be subject to the noncompetition
provisions set forth in Section 8 and Exhibit A.
5.2.2 If Executive terminates his employment
hereunder pursuant to either clause (i) or clause (iii) of
Section 5.2, Executive shall be entitled to receive immediately
as severance aggregate compensation and benefits provided in
Section 6 equal to two times Executive's annual compensation
being paid at the time of termination. For purposes of
determining compensation which is not fixed (such as a bonus),
the annual amount of such unfixed compensation shall be deemed to
be equal to the average of such compensation paid over the 36
months immediately prior to the termination.
5.2.3 If Executive terminates his employment
pursuant to clause (ii) of Section 5.2, Executive shall be
entitled to receive immediately as severance aggregate
compensation and benefits provided in Section 6 equal to one
times Executive's annual compensation being paid at the time of
Voluntary Termination. For purposes of determining compensation
which is not fixed (such as a bonus), the annual amount of such
unfixed compensation shall be deemed to be equal to the average
of such compensation paid over the 36 months immediately prior to
the termination.
5.2.4 In addition, in the event of such
termination pursuant to any of clauses (i) through (iii) of this
Section 5.2, all rights of Executive pursuant to awards of share
grants or options granted by the Company shall be deemed to have
vested and shall be released from all conditions and
restrictions, (including the requirement to exercise such options
no later than three months of the termination of employment),
except for restrictions on transfer pursuant to the Securities
Act of 1933, as amended. If Executive becomes Disabled, and is
being compensated pursuant to the Company's existing disability
insurance, Executive shall receive no additional compensation for
disability from the Company under this Agreement.
6. Compensation. In consideration of Executive's services
and covenants hereunder, Company shall pay to Executive the
compensation and benefits described below (which compensation
shall be paid in accordance with the normal compensation
practices of the Company and shall be subject to such deductions
and withholdings as are required by law or policies of the
Company in effect from time to time, provided that his salary
pursuant to Section 6.1 shall be payable not less frequently than
monthly):
6.1 Annual Salary. During the Term hereof, the
Company shall initially pay to Executive a salary at the rate of
$[2001 Salary - see Exhibit b, column 3] per annum. Executive's
salary will be reviewed by the Board of Directors or such
committee as may be designated by the Board of Directors of the
Company at the beginning of each of its fiscal years and, in the
sole discretion of the Board of Directors, may be increased for
such year;
6.2 Annual Incentive Bonus. During the Term hereof,
the Board of Directors may pay to Executive an annual incentive
cash bonus in accordance with the terms of the Company's
Executive Bonus Plan.
6.3 Stock Options and Restricted Stock. During the
Term hereof, the Board of Directors, in its discretion, may grant
Executive options to purchase Company Common Stock.
6.4 Medical Benefits Upon Retirement Upon
Executive's retirement or other termination except for Cause from
the Company, provided the Executive was employed on [Effective
Date - see Exhibit B, column 4]:
6.4.1 The Company's Executive Medical Plan (100%
coverage) for Executive and his family shall terminate;
6.4.2 The Company, at its sole expense, shall
maintain medical and dental coverage, including eye care, for
Executive and dependent spouse (if the dependent spouse is
covered on the date of retirement or other termination) during
their lives or the life of the survivor, such coverage to be on
at least the same basis as it is provided from time to time by
the Company to active Supervisors and/or Managers; and
6.4.3 No premium payments will be required from
Executive or from his wife, should she survive him.
6.4.4 The Company's Group Medical Plan shall be
the secondary payer of benefits if Executive attains medical
insurance from another source after retiring from the Company.
For example, if Executive obtains employment elsewhere and
enrolls in the new employer's medical plan, this new plan shall
become the primary payer and the Company's Group Medical Plan
shall be the secondary payer. In addition, if Executive and/or
his wife become eligible for Medicare coverage (currently age
65), Medicare would be the primary payer and the Company's Group
Medical Plan would be the secondary payer.
6.4.5 In the event the Company should for any
reason be unable to provide such medical and dental coverage to
Executive and/or his wife, the Company shall pay to Executive or
to his wife, should she survive him, the cash amount necessary to
obtain equivalent medical and dental coverage, including eye
care.
6.5 Other Benefits. While employed by the Company,
Executive shall be entitled to share in any other employee
benefits generally provided by the Company to its most highly
ranked executives for so long as the Company provides such
benefits.
7. Excess Parachute Payments.
7.1 Severance Payments. It is the intention of the
parties hereto that the severance payments and other compensation
provided for herein are reasonable compensation for Executive's
services to the Company and shall not constitute "excess
parachute payments" within the meaning of Section 280G of the
Code and any regulations thereunder. In the event that the
Company's independent accountants acting as auditors for the
Company on the date of a Change in Control determine that the
payments provided for herein constitute "excess parachute
payments," then the compensation payable hereunder shall be
reduced to the point that such compensation shall not qualify as
"excess parachute payments."
7.2 To the extent that payments under Section 9 cause
a "parachute payment," as defined in section 280G(b)(2) of the
Code, the Company shall indemnify Executive and hold him harmless
against all claims, losses, damages, penalties, expenses, and
excise taxes relating thereto. To effect this indemnification,
the Company shall pay Executive an additional amount that is
sufficient to pay any excise tax imposed by Code Section 4999 on
the payments and benefits to which Executive is entitled without
the additional amount plus any penalties or interest imposed by
the Internal Revenue Service in regard to such amounts, plus
another additional amount sufficient to pay all the excise and
income taxes on the additional amounts. The determination of any
additional amount that must be paid under this section at any
time shall be made in good faith by the independent auditors then
employed by the Company.
8. Confidentiality, Nonsolicitation and Noncompetition
Agreement. Employee agrees that he has read, is bound by, and is
subject to, the obligations, covenants, and agreements set forth
in the Company's Confidentiality, Nonsolicitation and
Noncompetition Agreement, attached hereto as Exhibit A, and
agrees that Company agrees to the consideration and employment
herein on condition of Employee's consent to the obligations,
covenants, and agreements set forth in Exhibit A.
9. Assignment. The parties acknowledge that this Agreement
has been entered into due to, among other things, the special
skills of Executive, and agree that this Agreement may not be
assigned or transferred by Executive, in whole or in part,
without the prior written consent of Company.
10. Notices. All notices, requests, demands, and other
communications required or permitted hereunder shall be in
writing and shall be deemed to have been duly given if delivered
or seven days after mailing if mailed, first class, certified
mail postage prepaid:
To the Company: Ryan's Family Steak Houses TLC, Inc.
405 Lancaster Avenue
Greer, South Carolina 29650
Att: President
To Executive: [Name of Executive - see Exhibit B, column 1]
[Address of Executive - not presented]
Any party may change the address to which notices, requests,
demands, and other communications shall be delivered or mailed by
giving notice thereof to the other party in the same manner
provided herein.
11. Provisions Severable. If any provision or covenant, or
any part thereof, of this Agreement should be held by any court
to be invalid, illegal or unenforceable, either in whole or in
part, such invalidity, illegality or unenforceability shall not
affect the validity, legality or enforceability of the remaining
provisions or covenants, or any part thereof, of this Agreement,
all of which shall remain in full force and effect.
12. Remedies. The Executive acknowledges that if he
breaches or threatens to breach his covenants and agreements in
this Agreement, such actions may cause irreparable harm and
damage to the Company which could not be compensated in damages.
Accordingly, if Executive breaches or threatens to breach this
Agreement, the Company shall be entitled to injunctive relief
from a court or arbitration panel, in the Company's sole
discretion, in addition to any other rights or remedies of the
Company. In the event that Executive is reasonably required to
engage legal counsel to enforce his rights hereunder against the
Company, Executive shall be entitled to receive from the Company
his reasonable attorneys' fees and costs; provided that Executive
shall not be entitled to receive those fees and costs related to
matters, if any, in which he is not the prevailing party.
13. Waiver. Failure of either party to insist, in one or
more instances, on performance by the other in strict accordance
with the terms and conditions of this Agreement shall not be
deemed a waiver or relinquishment of any right granted in this
Agreement or of the future performance of any such term or
condition or of any other term or condition of this Agreement,
unless such waiver is contained in a writing signed by the party
making the waiver.
14. Amendments and Modifications. This Agreement may be
amended or modified only by a writing signed by other parties
hereto.
15. Governing Law; Arbitration; and Expenses.
15.1 Governing Law. The validity and effect of this
agreement shall be governed by and construed and enforced in
accordance with the laws of the State of South Carolina.
15.2 Arbitration. Except as otherwise set forth
herein and on Exhibit A, the Executive and the Company hereby
agree to arbitrate in the State of South Carolina any claims or
disputes pertaining to this Agreement or to any matter arising
therefrom. The Executive and the Company expressly submit and
consent in advance to the exclusive remedy of arbitration. There
must be full compliance with the rules of the American
Arbitration Association in order to resolve any legal disputes
regarding this Agreement between the Company and the Executive.
The exclusive choice of forum set forth in this Section shall not
be deemed to preclude the enforcement of any judgment obtained in
such forum or the taking of any action under this Agreement to
enforce such judgment in any appropriate jurisdiction.
15.3 Payment of Expenses. All costs and expenses
(exclusive of attorneys' fees) incurred in connection with any
arbitration relating to a claim or dispute pertaining to this
Agreement shall be paid by the Company. The Company shall bear
the cost of all attorneys fees incurred by the Company. The
attorneys' fees incurred by the Executive in pursuing the claim
shall be paid by the party (parties) as determined by the
arbitrator. In allocating the attorneys' fees under this
Section, the arbitrator should consider the relative merits of
each party's position and the manner and means the party
undertook to assert the party's case.
15.4 Indemnification. Nothing contained in this
Section shall be deemed to limit the Company's obligation to
indemnify the Executive to the fullest extent permitted by
applicable law with respect of any actions, claims or proceedings
which are based upon acts or omissions of the Executive related
to the performance of his duties hereunder to the extent he would
have otherwise been entitled to indemnification under the by-laws
or charter of the Company or to the extent to which
indemnification is to be paid to officers and directors as a
matter of law.
IN WITNESS WHEREOF, the parties have executed this Agreement
as of the day and year first above written.
EXECUTIVE RYAN'S FAMILY STEAK HOUSES TLC, INC.
_____________________________ By:__________________________________
[Title of Executive - see Exhibit B, column 1] Charles D. Way, President
Ryan's Family Steak Houses, Inc., of which the Company is a
wholly-owned subsidiary, hereby unconditionally guarantees the
performance of the Company under this Agreement.
RYAN'S FAMILY STEAK HOUSES, INC.
By:_____________________________________
Brian S. MacKenzie, Chairman
of the Compensation Committee of the
Board of Directors of Ryan's
Family Steak Houses, Inc.
EXHIBIT A
Employee Confidentiality, Non-Solicitation, and Noncompetition
Agreement
This Employee Confidentiality, Non-Solicitation and
Noncompetition Agreement (the "Agreement") is made a part of that
certain Employment Agreement made and entered into on February 5,
2001 by and between Ryan's Family Steak Houses TLC, Inc. (the
"Company") and [Title of Executive - see Exhibit B, column 1]
("Employee").
WHEREAS, the Company is (1) engaged in the restaurant industry,
in particular operating family steak house restaurants and buffet
style restaurants (the "Business"); and (2) may in the future
engage in and/or actively be considering other activities or
businesses within the restaurant industry, of which Employee may
be aware at the termination of Employee's employment ("Future
Business"), provided, however, that no activity or business that
the company has ceased to consider engaging in shall be included
in Future Business;
WHEREAS, the Company has a proprietary interest in, and its
business is one that requires secrecy concerning, Company Data,
which is defined as Company information that is not generally
known by or readily ascertainable to the public or within the
industry, and includes (i) inventions, discoveries, products,
improvements, know-how, methods, processes, and methods employed
or sold by the Company relating to the Business or Future
Business; (ii) customer, vendor, supplier and employee data
(whether or not reduced to writing), including but not limited to
customer lists, customer contacts, pricing information, personnel
information, concessions and prior bids; (iii) marketing
information, including but not limited to business strategy,
forecasts, plans and research; (iv) business plans, including but
not limited to capital projects and system buildouts; (v)
financial information; and (vi) trade secrets as defined by the
South Carolina Trade Secrets Act. Company Data includes
documents, records, tapes, files, computer files, computer
software, media, and any other medium of communicating or storing
information;
WHEREAS, among other things, the Company currently owns and
operates restaurants in 22 states in the United States;
WHEREAS, Employee desires to continue in an employment
relationship with the Company in an executive capacity as a
result of which he may be exposed to or create Company Data;
WHEREAS, it is understood and agreed that the Company will suffer
substantial loss and damage if Employee should divulge to any
person, firm, corporation, or business entity ("Third Party"),
including but not limited to any Third Party that competes with
the Company, any Company Data without proper authorization during
or after Employee's employment;
WHEREAS, Employee agrees that the provisions and restrictions
contained in this Agreement are fair and reasonable and required
for the Company's protection of its legitimate interests, that
such restrictions are reasonable in scope, area, and time, and
will not unreasonably prevent Employee from pursuing other
business ventures or employment opportunities or otherwise cause
a financial hardship upon Employee;
NOW, THEREFORE, in consideration of the promises herein,
Employee's continued employment by the Company, and such other
good and valuable consideration, including (without limitation)
the consideration contained in the Employment Agreement to which
this Agreement is attached, it is covenanted and agreed as
follows:
1. Employee represents and warrants that he is not subject to
any noncompetition or non-solicitation agreement or other
agreement with any Third Party that would prohibit him from
continuing employment with the Company or would interfere with
the performance of his duties to the Company. Conversely,
without breaching the confidentiality provisions of this
Agreement, Employee agrees to disclose the existence of this
Agreement to any subsequent employer.
2. Except as may be necessary to perform his normal duties for
the Company, Employee shall hold Company Data in confidence and
shall not divulge to any Third Party at any time Company Data
obtained or used by him (or by other employees of the Company)
during the course of his employment with the Company without
first obtaining the express written authorization of the Board of
Directors of the Company. Employee agrees to promptly inform
Company of any breach of confidentiality of Company Data by any
other person that comes to his attention.
3. Except as may be necessary to perform his normal duties for
the Company, Employee will not remove Company Data (in whatever
form it is derived) from Company premises without obtaining the
express written authorization of the Board of Directors of the
Company. Employee will return all Company property, including
but not limited to Company Data and all copies thereof, in his
possession upon termination of his employment.
4. Employee covenants and agrees that during the period of his
employment and for a period of 24 months thereafter (the
"Restricted Period"), he will not, for himself or on behalf of
any Third Party, directly or indirectly, consult, solicit, hire,
attempt to hire, or encourage any
(i) present employee of the Company to accept employment with
any Third Party that competes, directly or indirectly, with the
Company in the (1) Business or (2) Future Business; or
(ii) any former employee of the Company who, at the time of
Employee's termination, has been away from the Company for less
than six months, to accept employment with any Third Party that
competes, directly or indirectly, with the Company in the (1)
Business or (2) Future Business. .
5. Employee recognizes that he is employed at the highest
levels of the Company and has access to the Company's most
sensitive and confidential information, including long-range
projections, marketing strategies, and other Company Data.
Employee also agrees that Company's market extends to many states
throughout the United States and that limiting the scope of this
Agreement to South Carolina will not protect Company's legitimate
business interests. Employee covenants and agrees, therefore,
that during the Restricted Period, he will not work for a
Competing Company (as defined below) in the Company's Market
Territory (as defined below), including without limitation, as
proprietor, partner, investor, shareholder, director, officer,
employee, consultant, independent contractor, or otherwise;
provided, however, that the foregoing restriction shall not
prohibit Employee from being a passive investor owning less than
10% equity interest in a publicly traded company.
"Competing Company" shall be limited to any Third Party that
operates restaurants in competition with the Business (or
the Future Business, as the case may be) in the Market
Territory.
"Market Territory" shall be limited to the area within a
five (5) mile radius of each of the Company's existing
restaurants in the United States at the time of Employee's
termination from the Company.
6. Employee has carefully considered the provisions of this
Agreement and agrees that, under all circumstances, the
restrictions set forth herein are fair and reasonable and are
required for the Company's protection of its legitimate
interests. The parties hereto recognize that irreparable damage
will result to the Company in the event of the breach of any of
the covenants and assurances made by the Employee in this
Agreement. The parties therefore agree that the Company shall be
entitled, in addition to any other remedies or damages available
to it under the South Carolina Trade Secrets Act or other
statutory or common law, to obtain injunctive relief without bond
in order to restrain the violation of such covenants by Employee.
This Agreement shall be binding upon and inure to the benefit of
the Company, its successors and assigns, and shall be binding
upon the Employee and his executors, administrators, or
representatives.
7. The provisions of this Agreement are severable. If any
Court should construe any portion of this Agreement to be too
broad to prevent enforcement to its fullest extent then such
restrictions shall be enforced to the maximum extent that the
Court finds reasonable and enforceable. In the event that any of
these provisions, clauses, sentences, or paragraphs, or portions
("provisions") thereof shall be held to be invalid or
unenforceable, the remaining provisions hereof shall nevertheless
continue to be valid and enforceable as though the invalid or
unenforceable parts had not been included therein. The parties
in no way intend to include a provision that contravenes public
policy. Therefore, if any provision of this Agreement is
unlawful, against public policy, or otherwise declared void or
unenforceable, such provision shall be deemed excluded from this
Agreement, which shall in all other respects remain in effect.
8. This Agreement was made in, and shall be governed by and
enforced under the laws of, the State of South Carolina. This
Agreement may be enforced only in a court of competent
jurisdiction in Greenville County, South Carolina and Employee
agrees to submit to jurisdiction in Greenville County, South
Carolina whether or not he is then residing in South Carolina.
9. This Agreement shall be binding upon and inure to the
benefit of the Company, its successors and assigns, and shall be
binding upon the Employee and his executors, administrators, or
representatives
EXHIBIT B
SCHEDULE OF INSERTS FOR
RYAN'S 2001 EMPLOYMENT CONTRACTS
COLUMN
1 2 3 4
NAME OF TITLE OF 2001 EFFECTIVE
EXECUTIVE EXECUTIVE SALARY DATE
Charles D. Way Chairman of the $375,000 02/05/01
Board, President and
Chief Executive
Officer
G. Edwin McCranie Executive Vice $221,000 01/26/04
President
Fred T. Grant, Senior Vice President $195,000 04/25/05
Jr. - Finance, Treasurer
and Assistant
Secretary
J. Randolph Hart Vice President - $156,000 02/05/01
Human Resources
Morgan A. Graham Vice President - $152,000 12/11/01
Construction
Ilene T. Turbow Vice President - $112,000 07/27/10
Marketing
Janet J. Gleitz Corporate Secretary $80,000 09/01/01
_______________________________
1 Unless the United States Arbitration Act applies.