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January 4, 1995
Mr. Joseph J. Hollencamp
1010 West 2610 South
Salt Lake City, Utah 84119
Re: Incentive Plan
Dear Joe:
As you know, JB's Restaurants, Inc. ("JB's") has had some preliminary
conversations with HomeTown Buffet, Inc., regarding the potential sale of JB's
HomeTown Buffet restaurants. Currently, those discussions have not progressed
very far, but from time to time in the next year or two, the discussions may
continue and may result in more serious consideration of the sale of the JB's
HomeTown Buffet restaurants to HomeTown Buffet, Inc. JB's values your
contributions as HomeTown Buffet Senior Operations Vice President and we do not
want the discussions of sale, the possibility of a sale, or the actual sale to
interfere with your contributions to, or your relationship with JB's. Also, the
financial performance and operations of the HomeTown Buffet restaurants could
have an impact on the sales price of the restaurants if a sale occurs.
Therefore, in anticipation of a possible sale transaction, the Board of
Directors has approved the following incentive plan for you which is in addition
to and separate from any other incentive plans in which you participate at JB's.
Within thirty (30) days after the close of the sale of all of the
HomeTown Buffet restaurants operated by JB's or under construction at the time
of the sale, to HomeTown Buffet, Inc. on or before September 30, 1996, JB's
shall pay to you the incentive payment described below ("Incentive Payment").
For the purposes of the Incentive Payment, the "sale" of the restaurants shall
be considered to have occurred upon the physical and legal transfer of all the
restaurants to HomeTown Buffet, Inc. and the receipt of payment by JB's for the
sale. In order for you to be eligible to receive the Incentive Payment, you must
be employed in good standing with JB's as the Senior Vice President of
Operations of JB's HomeTown Buffet division.
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Mr. Joseph J. Hollencamp
January 4, 1995
Page 2
The maximum Incentive Payment for which you may be eligible shall be
one percent (1%) of the final sales price received by JB's for the restaurants,
but in no event more than $400,000. You will be eligible for a percentage of the
total Incentive Payment based upon the timing of the sale as follows:
If the sale occurs after December 19, 1994 and on or before March 13,
1995, you will be eligible to receive 20% of the total Incentive
Payment.
If the sale occurs after March 13, 1995, and on or before July 3, 1995,
you will be eligible to receive 40% of the total Incentive Payment.
If the sale occurs after July 3, 1995, and on or before September 25,
1995, you will be eligible to receive 60% of the total Incentive
Payment.
If the sale occurs after September 25, 1995, and on or before December
25, 1995, you will be eligible to receive 80% of the total Incentive
Payment.
If the sale occurs after December 25, 1995, and on or before September
30, 1996, you will be eligible to receive 100% of the total Incentive
Payment.
This letter agreement is not a contract of employment, but an incentive
plan related solely to the potential sale of the HomeTown Buffet restaurants to
HomeTown Buffet, Inc. Therefore, you will remain an at-will employee, subject to
the terms of any change of control agreement. If such a sale is not consummated
on or before September 30, 1996, this letter agreement shall terminate and be of
no force or effect; however, the parties may agree to extend this letter
agreement in the event that a potential sale may occur at a later date. Any
agreement to sell the HomeTown Buffet restaurants shall be solely at the
discretion of JB's and you shall not have any claim pursuant to any agreement
between JB's and any purchaser of any or all of the HomeTown Buffet restaurants
as a third party beneficiary or otherwise.
The purpose of this letter agreement is to provide you sufficient
incentive to maintain high standards of operation, sales and profits even though
JB's may transfer the ownership of these restaurants at some future date.
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Mr. Joseph J. Hollencamp
January 4, 1995
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If this letter agreement is acceptable to you, please sign where
indicated below and return the original to me.
Very truly yours,
JB'S RESTAURANTS, INC.
/s/ Don M. McComas
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Don M. McComas
President & Chief Executive Officer
/s/ Joseph J. Hollencamp Date 01/05/95
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Joseph J. Hollencamp
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SECOND AMENDMENT TO BYLAWS OF
JB'S RESTAURANTS, INC.
October 27, 1993
By unanimous written consent of the Board of Directors of JB's
Restaurants, Inc., a Delaware corporation (the "Company"), dated October 27,
1993, the Board of Directors amended Article III, Section 2. of the Bylaws of
the Company in its entirety to read as follows:
SECTION 2. Number, Tenure and Qualifications.
The number of directors of the corporation shall be nine. Each
director shall hold office until the next annual meeting of
shareholders and until his successor shall have been elected
and qualified.
Dated this 27th day of October, 1993.
/s/ Charlotte L. Miller
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Charlotte L. Miller
Corporate Secretary