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EXHIBIT 10.74
March 6, 2000
Robert A. Kissinger
6 Vicksburg Street
Irvine, CA 92620
Dear Robert,
I am pleased to extend this offer of employment with California Beach
Restaurants, Inc. We feel your experience will provide added expertise to our
operation and in turn believe the Company can provide you with the opportunity
for continued personal and professional development. The following is intended
to confirm the specific terms of our employment offer:
Base Salary:
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You will be a full-time exempt employee of California Beach Restaurants, Inc.
effective on your first day of employment which is March 6, 2000. Your starting
salary as President of Sea View Restaurants, Inc., Vice-President/Chief
Operating Officer of California Beach Restaurants, Inc., and General Manager of
Gladstone's 4 Fish in Malibu, will be $105,000 per annum ($4,038.46 per
bi-weekly pay period). After completion of one year of continuous employment
your salary will be increased to $115,00 per annum ($4,423.08 per bi-weekly pay
period) with another increase in annual salary at the completion of your second
year of continuous employment to $125,000 per annum ($4,807.69 per bi-weekly pay
period). In addition, your annual salary will be increased $10,000 per each
additional unit which is added along the way, up to four (4) units. This $10,000
increase per unit is in addition to the agreed upon base salary.
In the event there is a change in control of the Company and you wish not to
stay with the new ownership, you will be paid six (6) months severance pay.
Also, if during the first six (6) months you are let go for any reason other
than for cause, the Company will pay you two (2) months salary. This would
increase by one (1) month per quarter until at the end of eighteen (18) months
you would receive six (6) months salary. "Cause" shall mean (i) the willful
engaging by the Executive in misconduct which is or could reasonably be expected
to become materially injurious to the Company, monetarily or otherwise; (ii)
conviction of a felony or any crime involving moral turpitude; or (iii)
participation in any fraud against or theft from the Company. For purposes of
this Agreement, no act, or failure to act, on the Executive's part shall be
considered "willful" unless done, or omitted to be done, by him not in good
faith and without a reasonable belief that his action or omission was in the
best interests of the Company.
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Annual Bonus:
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Commencing with the Company's fiscal year 2001 (April 28, 2000), you will be
eligible to receive a minimum annual bonus of $25,000 if the consolidated EBITDA
for fiscal year 2001 is greater than $1,206,000 with an additional bonus to be
mutually agreed upon based upon exceeding the EBITDA target as well as improving
sales, head counts, and the levels of service and food quality. This bonus is
paid after the completion of the Company's 2001 fiscal year (approximately April
30, 2001). A general rule for bonus calculation is that the bonus expense must
be charged to the operating unit prior to final bonus calculation. In the event
of a change in control of the Company, your bonus payment will prorated and all
salary, vacation, and outstanding reimburseable expenses will be paid.
Stock Options:
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The Company would like to offer you stock options on 110,000 shares at market
price (which we feel is $1.00 per share). These stock options vest over four (4)
years and have a ten (10) year life. The opportunity to be awarded additional
stock options will be reviewed on an annual basis.
Benefits:
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You will be eligible to receive group medical and dental insurance benefits on
the first day of the month following 90 days of continuous employment as well as
long term disability insurance on the first day of the month following the
completion 120 days of continuous employment. The Company will reimburse you for
your existing COBRA payments beginning with March of 2000 and continuing until
your insurance is effective with California Beach Restaurants, Inc.
Vacation Pay:
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Your accrual rate of vacation pay will be at the rate of three weeks per year.
As stated in our application for employment and company policies, this is an
at-will employment relationship, and either you or the Company may terminate the
relationship for any reason, with or without cause, and with or without advance
notice.
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Bob, I trust that this letter accurately sets forth the terms of our employment
offer. We are very excited at the prospect of you joining our organization. We
are confident that your skills will be a tremendous asset and that we will offer
you the type of challenges and growth you are seeking.
Your agreement with the terms of this offer letter will be indicated by your
signature at the bottom of this letter.
Yours Truly,
CALIFORNIA BEACH RESTAURANTS, INC.
Alan Redhead
President/Chief Executive Officer
I have read, understood, and accept the specific terms of this employment offer.
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Robert Kissinger Date