EXHIBIT 10-P
August 30, 1996
Mr. Patrick Barry
928 Franklin Avenue
River Forest, IL 60305
Re: Summary of Position and Compensation
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Dear Patrick:
I enclose a description of several items relating to your position and
compensation with Quality Dining, Inc. To the extent the following is
acceptable to you, please sign where indicated.
POSITION:
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Vice President, Operating Partner Systems - Quality Dining, Inc.
TIME PERIOD:
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Hire date through October 25, 1998.
REPORTING RESPONSIBILITY:
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Daniel B. Fitzpatrick, Chairman, President & Chief Executive Officer - Quality
Dining, Inc.
SALARY:
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Your salary rate will begin at $150,000.00 per annum and maintain that level
through October 26, 1997. For fiscal year 1998, your salary rate will be
increased to $165,000.00 per annum.
BONUS:
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You will be eligible for two distinct bonus payouts. The criteria for these
bonus payments are as follows:
. You will receive a one-time bonus payout in the amount of $75,000
which shall be paid at the discretion of the Company prior to January
15, 1997. This payment will be made payable to you and guaranteed
after your 30th day of employment.
. Your next bonus will be as a percentage of your actual salary earned
in each fiscal year. Your bonus percentage will be 1/3 of your
annualized salary. The criteria for bonus payments earned will be
subject to guidelines established by the Company's Chief Executive
Officer and the Compensation Committee of the Board of Directors for
all of the Company's Executive Officers (see note below).
NOTE: Actual bonus payment criteria will be based upon specific Management
By Objective elements that will be agreed upon by the two of us once per
year. Achievement of MBO's will generally be the leading criteria that
will be utilized in the awarding of bonuses.
Actual bonus payments will be pro rated for your service time in each
fiscal year and paid pursuant to normal bonus payment guidelines of payment
within 75 days of fiscal year end. All payments will be made in the form
of cash and processed through our normal payroll system and subject to all
applicable deductions required by law for payroll taxes and like.
MOVING EXPENSES:
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The Company will supply you with an allowance for relocation and living expenses
currently estimated to include moving expenses utilizing a professional mover to
package household goods and transport them to South Bend, Indiana. We estimate
that your moving expenses will be less than $10,000. All moving expenses shall
be submitted to the Vice President of Human Resources for approval and
processing.
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ANNUAL STOCK OPTION GRANTS:
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Pursuant to guidelines established by the Board of Directors of the Company, the
Company intends to award senior management employees with stock options on a
once annual basis. It is anticipated that annual grants of stock options will
occur as they have in the past two years. These grants are awarded by the
Compensation and Stock Option Committee following the close of the fiscal year.
The current formula for awarding stock options is subject to change at the sole
discretion of the Compensation & Stock Option Committee without notice,
including the awarding of any options. Terms and conditions of stock options,
including the vesting and exercise schedule will be articulated at the time of
any grant of options and are subject to the usual guidelines established by the
Company. I would be happy to address any issues and/or questions you may have
regarding stock options.
INITIAL STOCK OPTION GRANT:
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In addition to other stock options as described above, you will receive a grant
of 15,000 shares which will vest over three years pursuant to the following
schedule:
One year from your date of hire: 33 1/3%
Two years from your date of hire: 66 2/3%
Three years from your date of hire: 100%
This grant shall be subject to any and all other terms and conditions of
the Company's Stock Option Plan. The option will be priced at the closing market
price on your date of hire.
AUTO EXPENSE:
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The Company will provide you with a company automobile with a purchase price
value of $35,000. To the extent that you purchase a car in excess of $35,000,
you will be responsible for the excess funds necessary to make such purchase.
The full operating expenses of the vehicle including fuel, maintenance,
insurance, licensing, etc. will be paid by the Company. You will be subject to
guidelines established by the Company, from time to time, regarding Company
owned vehicles.
GROUP INSURANCE:
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The Company will extend its standard Company-wide group health insurance benefit
which includes hospitalization, major medical, life insurance and other
miscellaneous benefits. This coverage will be extended to you and your eligible
dependents. The exact benefits, coverages and terms and conditions will be
provided by our Human Resources Department.
LIFE INSURANCE:
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The Company will supply you with a life insurance policy in the amount of two
times your annual salary, with distribution of death benefit to your family or
estate. In order to qualify for this benefit, you must be insurable and meet
other qualifications necessary for a standard life insurance policy to be
issued.
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VACATION:
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The Company will extend to you a vacation time of two weeks to be taken at an
agreed upon time during the fiscal year.
PENSION/PROFIT SHARING AND 401K PROGRAM:
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You are included in the Company's Pension/Profit Sharing and 401K Program. At
appropriate intervals, you will receive full disclosure of your account within
the Plan, inclusive of the balance and status of your vesting schedule from our
Human Resources Department. With respect to this Plan, you must meet all
eligibility requirements as specified by the Plan. More details on this Plan
are available from the Human Resources Department.
OTHER:
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Notwithstanding the foregoing, in the event that you are terminated for cause,
your salary will be paid through your termination date. You will be forfeiting
all unvested portions of stock option grants, bonuses, vacations and any other
benefits that may have accrued to you. In the case of a voluntary resignation
other than for death or disability, you w8ill also forfeit unvested portions of
stock option grants, bonuses, vacations and any other benefits that may have
accrued to you.
In the event that you are terminated involuntarily, but not for cause, your
salary would be paid through your termination date, all stock options that have
not yet vested will vest and all accrued benefits including bonuses, vacations
and other benefits will be paid through the termination date. Further, in the
event you are terminated as contemplated by this paragraph within 36 months of
your original hire date you will receive a payment equal to your actual salary
earned in the prior 52 weeks. To the extent you are terminated as contemplated
by this paragraph in a time period greater than 36 months, but less than 48
months you will receive a payment equal to 75% of your actual salary earned in
the prior 52 weeks. The vesting of benefits and the payment of additional
salaries as contained herein will not be enforceable or payable for a date of
termination greater than 48 months of your initial hire date.
No benefits, bonuses, salary of any kind whatsoever shall accrue or deemed to be
earned unless paid. In order to receive any form of compensation or benefit
other than salary, you must be continuously employed by the Company through the
date of payment. All forms of compensation, benefits, etc. shall be
administered by the Company consistent with its policies which can be changed at
the Company's sole discretion without notice.
This letter is not intended to be an employment contract. All employment with
Quality Dining, Inc., and its subsidiaries, is entered into on an at will basis,
i.e. the employment relationship may be terminated at any time at the will of
the employer or the employee.
If you have any questions concerning the above compensation program, please feel
free to contact me directly.
Sincerely,
QUALITY DINING, INC.
/s/ Daniel B. Fitzpatrick
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Daniel B. Fitzpatrick
Chairman, President & CEO
DBF:tmg
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