Exhibit 10(bb)
AGREEMENT OF RESIGNATION, SEVERANCE, CONFIDENTIALITY,
NON-SOLICITATION, ARBITRATION AND GENERAL RELEASE OF ALL CLAIMS
This AGREEMENT OF RESIGNATION, SEVERANCE, CONFIDENTIALITY, NON-SOLICITATION,
ARBITRATION AND GENERAL RELEASE OF ALL CLAIMS (hereinafter "Agreement") is
made and entered into between ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇ (hereinafter "▇▇▇▇▇▇" or
"Employee") and Luby's Cafeterias, Inc. and its subsidiaries and affiliate
organizations and Luby's Restaurants Limited Partnership (hereinafter
"Luby's" or "Employer"), for the consideration and mutual promises
hereinafter stated, as follows:
1. This Agreement shall become effective on the date of execution by ▇▇▇▇▇▇.
The parties agree that ▇▇▇▇▇▇ will receive the following compensation in
exchange for and consideration of this Agreement:
▇. ▇▇▇▇▇▇ will receive his regular monthly salary through July 1, 1998.
b. Beginning on August 1, 1998 and ending on November 1, 2006, ▇▇▇▇▇▇
will receive a single monthly check representing the following two (2)
components:
(1) Component One: Three Thousand Dollars ($3,000.00) gross. Component
One is considered previously earned by ▇▇▇▇▇▇ under a deferred
compensation agreement dated April 5, 1982, and amended thereafter,
as well as a Supplemental Executive Retirement Plan (SERP) effective
December 31, 1995 under which ▇▇▇▇▇▇ is covered. Component One shall
be paid until November 1, 2006 in 100 monthly payments to ▇▇▇▇▇▇, his
spouse or his estate.
(2) Component Two: Five Thousand Dollars ($5,000.00) gross. Component
Two shall be paid until November 1, 2006 in 100 monthly payments,
except as otherwise provided in this Agreement. In the event of
▇▇▇▇▇▇'▇ death before the age of 65, the $5,000.00 per month sum
shall be reduced to $2,500.00 per month which will thereafter be paid
to ▇▇▇▇▇▇'▇ surviving spouse during her lifetime for the duration of
the 100-month period.
NOTE: The parties agree that Component One monthly payments will be reported
to ▇▇▇▇▇▇ and the IRS on Form 1099-R, and Component Two monthly payments will
be reported to ▇▇▇▇▇▇ and the IRS on Form W-2. The issuance of W-2
statements does not imply that ▇▇▇▇▇▇ continues in the capacity of an
employee of Luby's.
▇. ▇▇▇▇'▇ will continue payment of premiums for ▇▇▇▇▇▇'▇ current health
insurance until September 1, 1998. Thereafter, ▇▇▇▇▇▇ may continue coverage
under Luby's' health insurance program until he reaches the age of 65 as long
as ▇▇▇▇▇▇ pays the premium (set at the cost to Luby's). Failure by ▇▇▇▇▇▇ to
timely reimburse Luby's for the cost of health insurance premiums will result
in cancellation of coverage. The provisions of this paragraph dealing with
▇▇▇▇▇▇'▇ right to continue purchasing health insurance benefits under an
existing Luby's program shall remain effective only for so long as Luby's
health plan(s) permit.
d. The parties understand and agree that this Agreement is not intended to
and in no manner waives any existing rights ▇▇▇▇▇▇ has to exercise stock
options pursuant to the Management Incentive Stock Plan. Provided, however,
that by execution of this agreement, ▇▇▇▇▇▇ does in all particulars waive his
rights, if any, to receive any benefits under any performance unit awards
granted to ▇▇▇▇▇▇. ▇▇▇▇▇▇ further understands and agrees that he must continue
to abide by the terms of the Management Incentive Stock Plan in order to
preserve and/or avoid waiving his rights under said Plan.
e. The parties understand and agree that ▇▇▇▇▇▇ has been a participant in
the Luby's Profit Sharing Plan, and said Plan provides him the option to remain
a participant therein until he reaches the age of sixty-five (65). Nothing in
this Agreement is intended to in any way limit ▇▇▇▇▇▇'▇ right to participate in
said Plan pursuant to the Plan's policies. Similarly, the parties understand
and agree that ▇▇▇▇▇▇ has participated in a 401K Plan adopted by Luby's in March
of 1997. ▇▇▇▇▇▇, likewise, has the option of continuing to participate in said
401K Plan, provided he pays the annual fee required of all retired participants.
Nothing in this Agreement is intended to in any way affect ▇▇▇▇▇▇'▇ rights to
participate in said 401K Plan, subject to the limitations applicable to retired
participants.
f. The parties understand and agree that this Agreement shall in all
particulars terminate ▇▇▇▇▇▇'▇ Supplemental Executive Retirement Plan (SERP)
and ▇▇▇▇▇▇'▇ deferred compensation Agreement.
g. Effective as of the effective date of this Agreement or sooner, Luby's
will transfer title to the company vehicle (as of March 31, 1998, said vehicle
having a book value of $11,671.00) currently being driven by ▇▇▇▇▇▇ into
▇▇▇▇▇▇'▇ name. As of the date of transfer of title in said vehicle to ▇▇▇▇▇▇
from Luby's, Luby's shall cause to be issued to ▇▇▇▇▇▇ a statement of the book
value of said vehicle as of the last day of the month immediately preceding the
date of transfer. The meal card as currently available to ▇▇▇▇▇▇ will continue
as available to other individuals retired from Luby's.
▇. ▇▇▇▇'▇ will provide ▇▇▇▇▇▇ with out-placement service for six (6) months
from the date of execution of this Agreement and will consider extending such
out-placement service if, pursuant to the written opinion of a representative of
the out-placement firm, ▇▇▇▇▇▇ is actively and aggressively engaged in finding
employment.
2. ▇▇▇▇▇▇ agrees, contemporaneous with the signing of this Agreement, to resign
as an employee of Luby's Restaurants Limited Partnership as of September 1,
1998, subject to his right to resign prior to said date by giving notice of such
intent, in writing, to Luby's and ▇▇▇▇▇▇ further agrees to resign as an Officer
and Director of Luby's Cafeterias, Inc. and its subsidiaries effective
immediately upon the execution of this Agreement and as set forth in Exhibit "A"
to this Agreement, attached hereto and incorporated by reference herein. ▇▇▇▇▇▇
may (at his election) remain on Luby's Restaurants Limited Partnership's payroll
in a leave of absence capacity for purposes of Luby's' Profit Sharing Plan to
September 1, 1998. In order to protect ▇▇▇▇▇▇'▇ rights, Luby's' Board of
Directors will approve his retirement from Luby's Restaurants Limited
Partnership under its current retirement program, effective September 1, 1998.
Upon resignation by ▇▇▇▇▇▇, all benefits of employment with Luby's will
terminate except as those specifically set forth in this Agreement. Only those
rights, benefits and payments as specifically set forth herein will be preserved
and, by this Agreement, ▇▇▇▇▇▇ waives claim to any other benefits. ▇▇▇▇▇▇
further acknowledges that, except as specifically set forth elsewhere in this
Agreement, the above payments constitute full satisfaction of all salary,
bonuses, vacation and compensation obligations to ▇▇▇▇▇▇ on behalf of Luby's.
3. ▇▇▇▇▇▇, with full understanding of the contents and legal effect of this
Agreement, promises to and does hereby completely release and forever discharge
Luby's, and any of its respective parent, affiliated or related companies,
divisions, or subsidiaries and its respective officers, directors, agents,
employees, attorneys, successors and assigns ("Released Parties") from any and
all claims, of any and every kind, nature and character, known or unknown,
including any and all claims which ▇▇▇▇▇▇ may now have, or has ever had, against
the Released Parties which arose or may have arisen, in whole or in part, before
the date of this Agreement, back to the beginning of time, regardless of whether
such claims are real or fanciful or known to ▇▇▇▇▇▇ at this time, including, but
not limited to, any and all claims, rights, demands, or causes of action,
including, but not limited to causes of action arising out of or in connection
with the employment relationship between Employee and Employer prior to, and as
of the effective date hereof. The foregoing Release includes, but is not
necessarily limited to, any and all claims arising under any federal law such as
Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. section 2000
e et seq., the Age Discrimination in Employment Act, 29 U.S.C. section 621 et
seq., the Older Workers' Benefit Protection Act of 1990, 29 U.S.C. section 623
et seq., the Employment Retirement Income Security Act of 1975, as amended,
"ERISA", 29 U.S.C. section 1001 et seq., the Civil Rights Acts appearing at
42 U.S.C. section 1981-88, the Civil Remedies Provisions available pursuant to
18 U.S.C. section 1964, the Americans With Disabilities Act, 42 U.S.C. section
12101 et seq., the Fair Labor Standards Act, 29 U.S.C. section 201 et seq.,
and as amended, the Equal Pay Act of 1963, 29 U.S.C. section 206, any claim
arising out of any state law including the Texas Commission on Human Rights
Act, Texas Labor Code Sections 21.001 et seq.; the Texas Workers' Compensation
Act, Texas Labor Code Sections 401.001 et seq., including Section 451.001
et seq. and any and all other federal, state or local legislation relating to,
governing or protecting employment relationships, employment practices or any
other matters. Also released are any and all claims arising under common law,
including, but not limited to, those for breach of contract, wrongful
termination, breach of the covenant of good faith and fair
dealing, termination for reasons violative of public policy, constructive
discharge, intentional and/or negligent infliction of emotional distress,
inducing breach of contract, interference with contractual relationship,
interference with prospective economic advantage, retaliation, or defamation,
including self-compelled publication. ▇▇▇▇▇▇ acknowledges that this Agreement
includes a release of any and all damages of whatever nature or extent for which
▇▇▇▇▇▇ could have sought recovery.
4. Luby's and any of its respective parent, affiliated or related companies,
divisions, or subsidiaries and its respective officers, directors, agents,
employees, attorneys, successors and assigns with full understanding of the
contents and legal effect of this Agreement, promises to and does hereby
completely release and forever discharge ▇▇▇▇▇▇, his assigns, heirs,
administrators and executors from any and all claims, of any and every kind,
nature and character, known and unknown including any and all claims which
Luby's may now have, or has ever had, against ▇▇▇▇▇▇ which arose or may have
arisen, in whole or in part, before the date of this Agreement, back to the
beginning of time, regardless of whether such claims are real or fanciful or
known to Luby's at this time, including, but not limited to, any and all claims,
rights, demands, or causes of action, including, but not limited to causes of
action arising out of or in connection with the employment relationship between
Employee and Employer prior to, and as of the effective date thereof. The
parties understand and agree that the indemnification portions of Article VIII
of Luby's' bylaws remain in effect. The parties further understand and agree
that nothing in this Agreement shall be construed to amend and/or provide any
greater rights to indemnity for Employee than those provided in Article VIII of
Luby's' bylaws.
5. In consideration of the mutual covenants set forth herein, ▇▇▇▇▇▇ and Luby's
agree that Employer's participation in and execution of this Agreement does not
in any way constitute an admission by the Employer of any liability to Employee
for any breach of any aspect of the employment relationship which existed
between Employer and Employee, including, but not limited to the commission of
any tortious or other acts by Employer against Employee or any other unlawful
act whatsoever. Employee understands that this Agreement does not constitute an
acknowledgment by Employer of any liability to or any wrongful act toward him.
6. It is mutually agreed and understood by ▇▇▇▇▇▇ and Luby's that this
Agreement shall resolve any and all obligations the parties have to one another
arising out of the employment relationship and contractual terms which existed
between ▇▇▇▇▇▇ and Luby's, except as specifically set forth in this Agreement.
It is also the understood purpose and intent of this Agreement to resolve any
and all claims which Employee may have against Employer and which could be
asserted against Employer arising out of the relationship which has at any time
existed between ▇▇▇▇▇▇ and Luby's.
7. Employee acknowledges that the previously existing employment relationship
between him and Employer has at all times been one of employment at will, with
either party having had the right to terminate the employment relationship at
any time, with or without cause, or other justification. Such mutual right of
termination is and has been in full force and effect throughout the entire
period of the employment relationship.
8. ▇▇▇▇▇▇ acknowledges that Luby's has heretofore paid him all wages, bonus
and vacation pay to which Employee was due as of the close of business on the
effective date of this Agreement. These payments were due to Employee and are
not consideration for this Agreement. ▇▇▇▇▇▇ agrees and understands that the
compensation provided pursuant this Agreement includes any and all benefits
owing and due to him arising from the employment relationship prior to and as of
the effective date hereof, including, but not limited to all unused vacation,
bonus pay, wages, salaries or other compensation and all other terms and
conditions of employment.
9. ▇▇▇▇▇▇, having been an officer and member of the Board of Directors of
Luby's prior to his resignation, agrees that in said capacities he owed a duty
of loyalty to Luby's as well as a fiduciary duty to Luby's and its stockholders,
and, therefore, ▇▇▇▇▇▇ agrees not to use or provide to any third party any trade
secrets, confidential or proprietary information obtained by him from Luby's
unless specifically agreed to in writing by Employer. In addition, ▇▇▇▇▇▇
specifically agrees to refrain from solicitation for employment and agrees to
refrain from assisting another in the solicitation for employment of any current
or future management level employee of Luby's or its affiliates (including, but
not limited to Water Street) or any non-management level employee who, at the
date of solicitation, has ten (10) years of service with Luby's and/or its
affiliate(s) (including, but not limited to, Water Street) organizations. In
this regard, the parties understand and agree that the term "management level
employee" shall include all officers and/or directors of Luby's or any of its
affiliate organizations and all cafeteria managers, associate managers,
assistant managers and/or manager trainees. ▇▇▇▇▇▇ agrees that he will not
interfere in any employment relationship which exists between Luby's and any
current or future management level employee or non-management level employee
with ten (10) or more years of service with Luby's. Should ▇▇▇▇▇▇ commence
employment with and/or provide services of any form on behalf of any enterprise
whose primary line of business is the operation of conventional cafeterias, all
Component Two payments referenced in Paragraph 1(b)(2) of this Agreement shall
cease as of the date of such violation. ▇▇▇▇▇▇ and Luby's agree that if ▇▇▇▇▇▇
violates any non-solicitation provisions, Employer's obligation to make the
Component Two monthly payments as set forth in this Agreement will cease as of
the date of such violation. Termination of these payments under this provision
will not affect the remaining obligations, waivers and releases contained in
this Agreement. The parties agree that Luby's can enforce ▇▇▇▇▇▇'▇ promises not
to solicit employees, above described, through a court proceeding seeking
injunctive and monetary damage relief in addition to the other provisions of
this Agreement. ▇▇▇▇▇▇ further agrees that he will not make derogatory or
disparaging remarks regarding Luby's, its officers, directors, and/or members of
management. Additionally, ▇▇▇▇▇▇ shall make no derogatory or disparaging
remarks concerning his employment with or the circumstances surrounding his
resignation from Luby's and Luby's agrees to make no derogatory or disparaging
remarks concerning ▇▇▇▇▇▇'▇ employment with Luby's or in regards to the
circumstances surrounding his resignation.
10. On or before the effective date of this Agreement, ▇▇▇▇▇▇ shall return to
Employer any and all property of Employer, except as provided in paragraph
(1)(g) of this Agreement, in his possession or custody, such as keys, credit
cards and documents.
11. ▇▇▇▇▇▇ acknowledges that, except as expressly set forth herein, no
representations of any kind or character have been made by or on behalf of
Employer to induce his execution of this document. ▇▇▇▇▇▇ further states that
the only representations made in order to obtain his consent to this Agreement
are stated herein and that he is signing this Agreement voluntarily and without
coercion, intimidation or threat of retaliation. ▇▇▇▇▇▇ hereby acknowledges
that he has been advised (and has had an adequate opportunity) to have this
document reviewed by an attorney or representative of his choice acting on his
behalf and that the contents of this document have been explained to the
Employee and he understands them in full.
12. Employee further understands and acknowledges that Employer has offered to
provide him a period of at least twenty-one (21) days to consider whether to
execute this Agreement. Both Employee and Employer further understand and
acknowledge that Employee is not required to wait until the expiration of said
21-day period to advise Employer whether he has determined to execute this
Agreement.
13. Employer understands and acknowledges that, should Employee in fact execute
this Agreement, he shall have a period of seven (7) calendar days following the
date of such execution in which to revoke this Agreement. Both Employee and
Employer further understand and acknowledge that this Agreement shall not become
effective or enforceable until Employee has executed this Agreement and the
seven calendar day period has expired without Employee exercising his right to
revoke this Agreement. If Employee chooses to revoke this Agreement, he shall
do so in writing by delivering such writing in person to ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇ at
the offices of Luby's.
14. The parties agree that, except as expressly provided herein, all disputes
related to the terms and conditions of this Agreement, including interpretation
of those terms and conditions and claims that this Agreement has been breached,
shall be submitted to final and binding arbitration in accordance with the
provisions of the Federal Arbitration Act ("FAA"), 9 U.S.C. section 1, et seq.
If for any reason the FAA is found to be inapplicable, such action may be
commenced pursuant to the Texas General Arbitration Act, TEX. CIV. PRAC. &
REM. CODE ▇▇▇. section 171.001 (▇▇▇▇▇▇ Supp. 1998). The parties agree to the
following terms:
a. Agreement to Arbitrate. The parties recognize and agree, in lieu of any
other state or federal law, statute, provision, and/or requirement that should
any dispute, claim, or controversy arise between the parties concerning the
interpretation and/or application of the terms of this Agreement and/or any
other disputes between the parties that arose, or may have arisen, as a result
of the employment relationship between ▇▇▇▇▇▇ and Luby's and/or its affiliates
and/or ▇▇▇▇▇▇'▇ status as an officer and/or director of Luby's, the parties must
submit such dispute(s) to final and binding arbitration as the exclusive remedy
to all parties herein. The forum will be Bexar County, San Antonio, Texas.
Employer and Employee further agree that such agreement to arbitrate shall not
encompass any claims by Employer or Employee for injunctive or equitable relief.
b. Selection of Arbitrator. Employer and Employee agree that any dispute,
claim or controversy described above which cannot otherwise be settled amicably
between the parties in a mutually agreeable fashion, shall, upon the written
request of one party served upon the other, be submitted to and settled by
arbitration in accordance with the provisions of the Federal Arbitration Act, 9
U.S.C. section 1-15, as amended. Each of the parties to this Agreement shall
appoint one person as an arbitrator to hear and determine such disputes, and if
they should be unable to agree, then the two arbitrators shall choose a third
arbitrator from a panel made up of experienced arbitrators selected pursuant to
the rules and procedures set forth in the "Employment Dispute Mediation and
Arbitration Procedure" manual of Conflict Solutions, LLC ("CSL"). "CSL" may be
contacted at: ▇▇▇ ▇. ▇▇▇▇▇, ▇▇▇▇ ▇▇▇▇▇, ▇▇▇ ▇▇▇▇▇▇▇, ▇▇▇▇▇, ▇▇▇▇▇; (210) 227-
8060; fax (▇▇▇) ▇▇▇-▇▇▇▇.
c. Authority of Arbitrator. The parties agree that a decision by the
arbitrator so selected shall be final and binding upon both parties, their
heirs, representatives, and/or assigns. The arbitrator shall have exclusive
authority to determine the arbitrability of any dispute. The arbitrator shall
issue a written report in which he fully explains the reasons for his decision
and the results reached. The arbitrator shall issue such report within thirty
(30) calendar days following the close of the hearing and/or the date of the
receipt of the transcript (if any) of the hearing, or within such further time
as is mutually agreed to by the parties. The award of the arbitrator shall be
final and judgement upon the award may be entered in any state or federal court
having jurisdiction.
d. Costs. The parties will share equally the cost of the arbitrator as to
fees and expenses. Each party will be required to pay their own expenses, such
as cost of counsel, witnesses, and copies of transcript (if any) ordered, except
that the arbitrator shall have the authority to assess costs against the losing
party and to award reasonable attorney's fees to the prevailing party where such
award would be permitted under the law governing the claims involved.
e. Status, Pending Arbitration. Both parties hereto agree that in the
event that either party alleges a violation of this agreement that either party
may seek injunctive relief. In the event a Court of competent jurisdiction
determines that injunctive relief is proper, then both parties hereto agree that
the term of any injunctive relief will continue through the date of the decision
of the arbitrator becomes final.
15. ▇▇▇▇▇▇ and Luby's agree that the monies paid to ▇▇▇▇▇▇ hereunder are gross
amounts due, with Luby's being required to make such deductions therefrom as
required by applicable State and/or Federal taxing authorities. ▇▇▇▇▇▇ is
solely responsible for the payment of all assessments and/or taxes due, or
allegedly due, by him to such taxing authorities for the sums received. ▇▇▇▇▇▇
further agrees to indemnify Luby's in the event of any taxing authority seeking
payment from Luby's of ▇▇▇▇▇▇'▇ taxes and/or assessments that are due by ▇▇▇▇▇▇
to any taxing authority.
16. This Agreement shall be binding on ▇▇▇▇▇▇'▇ representatives, counsel,
heirs, legatees, executors, administrators, successors and assigns, and shall
inure to the benefit of Luby's and the released parties, its successors, and
assigns and its officers, directors, agents and Employees.
17. This Agreement shall be construed and governed by the laws of the State of
Texas with venue in Bexar County. The parties hereto further agree that if, for
any reason, any provision hereof is unenforceable, the remainder of this
Agreement shall nonetheless remain binding and in effect.
18. This Agreement constitutes the complete understanding between ▇▇▇▇▇▇ and
Luby's and supersedes any and all prior agreements, promises and inducements
concerning the subject matter, except as expressly set forth herein.
DATED at San Antonio, Bexar County, Texas this 30th day of April, 1998.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
____________________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
LUBY'S CAFETERIAS, INC. AND ITS
SUBSIDIARIES AND AFFILIATE
ORGANIZATIONS AND LUBY'S
RESTAURANTS LIMITED PARTNERSHIP
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
___________________________________
By: ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
President
STATE OF TEXAS
COUNTY OF BEXAR
BEFORE ME, this day personally appeared ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇, who after first
being sworn, did state and depose on his oath that he is the person whose
signature appears above, and that he has executed the foregoing Agreement of
Resignation, Severance, Confidentiality, Non-Solicitation, Arbitration and
General Release of All Claims for the purposes and consideration therein
expressed.
WITNESS MY HAND AND SEAL OF OFFICE, this 30th day of April, 1998.
▇▇▇▇ ▇▇▇▇▇▇, ▇▇.
___________________________________________
Notary Public in and for the State of Texas
STATE OF TEXAS
COUNTY OF BEXAR
BEFORE ME, this day personally appeared ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇, who after first
being sworn, did state and depose on his oath that he is the person whose
signature appears above, and that he has executed the foregoing Agreement of
Resignation, Severance, Confidentiality, Non-Solicitation, Arbitration and
General Release of All Claims for the purposes and consideration therein
expressed.
WITNESS MY HAND AND SEAL OF OFFICE, this 7th day of April, 1998.
▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
___________________________________________
Notary Public in and for the State of Texas
EXHIBIT "A"
TO: ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
FROM: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
SUBJECT: Resignation
DATE: April 30, 1998
I hereby resign from employment with Luby's Restaurants Limited Partnership
effective September 1, 1998, which resignation is irrevocable and, as an
Officer and Director of Luby's Cafeterias, Inc. and its subsidiaries and
affiliate organizations and Luby's Restaurants Limited Partnership, effective
as of the date of this memorandum.
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
______________________________
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
Exhibit 10(cc)
SALARY CONTINUATION AGREEMENT
This agreement is made and entered into as of May 14, 1998, between LUBY'S
CAFETERIAS, INC., a Delaware corporation (the "Company"), and ▇▇▇ ▇▇▇▇▇▇▇
("Employee").
1. Employment. Employee has accepted employment with the Company as its
Senior Vice President-Human Resources. In connection with such
employment, the Company has agreed to a continuation of Employee's salary under
certain circumstances, as set forth herein.
2. Salary Continuation. If the employment of Employee is terminated by
the Company without good cause (as hereinafter defined) prior to May 14, 2000,
the Company will continue to pay Employee's regular monthly salary until the
later of (a) May 14, 2000, or (b) the expiration of 12 months after the date
such employment is terminated by the Company; provided, however, that no salary
payments shall be made subsequent to the date on which Employee accepts
employment with another employer.
3. Good Cause Defined. The term "good cause" as used in this Agreement
shall mean (a) willful and continued failure of Employee to substantially
perform his duties as a senior officer of the Company, or (b) Employee's
willfully engaging in gross misconduct materially injurious to the Company.
4. Termination for Good Cause. If the Employment of Employee is
terminated by the Company for good cause, no salary payments shall thereafter
be made by the Company to Employee.
Executed in duplicate originals as of the date first above written.
LUBY'S CAFETERIAS, INC.
BY: ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
________________________
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
President and
Chief Executive Officer
▇▇▇ ▇▇▇▇▇▇▇
________________________
▇▇▇ ▇▇▇▇▇▇▇
Exhibit 10(dd)
SALARY CONTINUATION AGREEMENT
This agreement is made and entered into as of June 1, 1998, between LUBY'S
CAFETERIAS, INC., a Delaware corporation (the "Company"), and ▇▇▇▇ ▇▇▇▇▇
("Employee").
1. Employment. Employee has accepted employment with the Company as its
Senior Vice President-Real Estate Development. In connection with such
employment, the Company has agreed to a continuation of Employee's salary under
certain circumstances, as set forth herein.
2. Salary Continuation. If the employment of Employee is terminated by
the Company without good cause (as hereinafter defined) prior to June 1, 2000,
the Company will continue to pay Employee's regular monthly salary until the
later of (a) June 1, 2000, or (b) the expiration of 12 months after the date
such employment is terminated by the Company; provided, however, that no salary
payments shall be made subsequent to the date on which Employee accepts
employment with another employer.
2. Good Cause Defined. The term "good cause" as used in this Agreement
shall mean (a) willful and continued failure of Employee to substantially
perform his duties as a senior officer of the Company, or (b) Employee's
willfully engaging in gross misconduct materially injurious to the Company.
3. Termination for Good Cause. If the Employment of Employee is
terminated by the Company for good cause, no salary payments shall thereafter
be made by the Company to Employee.
Executed in duplicate originals as of the date first above written.
LUBY'S CAFETERIAS, INC.
By: ▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
_________________________
▇▇▇▇▇ ▇.▇. ▇▇▇▇▇▇
President and
Chief Executive Officer
▇▇▇▇ ▇▇▇▇▇
_________________________
▇▇▇▇ ▇▇▇▇▇