Attached files

file filename
EX-32 - EX-32 - BJs RESTAURANTS INCd280042dex32.htm
EX-31 - EX-31 - BJs RESTAURANTS INCd280042dex31.htm
EX-23.1 - EX-23.1 - BJs RESTAURANTS INCd280042dex231.htm
EX-21 - EX-21 - BJs RESTAURANTS INCd280042dex21.htm
10-K - FORM 10-K - BJs RESTAURANTS INCd280042d10k.htm

Exhibit 10.23

 

LOGO

 

November 7, 2016

Jeffrey Fowler

1927 Nottingham Place

Fullerton, CA 92835

Dear Jeff:

Welcome to BJ’s Restaurants, Inc. (“Company”). We are delighted to extend you the offer to join the Company as Senior Vice President and Chief Supply Chain Officer. Your offer is contingent upon the results of a background investigation and your acceptance of these terms.

We would like you to begin on November 21, 2016 (“Effective Date”) at 9:00 AM at the Company Restaurant Support Center located at 7755 Center Avenue, Suite 300, Huntington Beach, CA 92647. Please ask for Jim Farman, Sr. Director of Talent Development when you arrive.

I’d like to recap your offer and outline our plans for you:

1.            Duties. The Company will employ you as Senior Vice President and Chief Supply Chain Officer. In this capacity, you will perform such duties as the Company, in the exercise of its sole discretion, deems appropriate for that position. Additionally, in this capacity, you also understand that you may be a “named executive officer” of the Company as defined by the regulations of the Securities and Exchange Commission and all other applicable laws and regulations. You will report to the Company’s Executive Vice President and Chief Financial Officer (CFO).

2.            Employment Location. The principal location of your employment will be at the Company’s Restaurant Support Center in Huntington Beach, California. You also understand that it may be necessary for you to travel to the Company’s restaurant locations and to the offices of the Company’s vendor partners in order to perform certain aspects of your position.

3.            Salary. You will receive a bi-weekly salary of $10,961.53 which annualizes to a yearly salary of $285,000.00, payable in accordance with the Company’s payroll policies, as such policies may change from time to time (the “Salary”). Your salary package is subject to modification during your employment in accordance with the Company’s practices, policies and procedures.

4.            Monthly Auto Allowance. You will also receive a monthly non-accountable automobile allowance of $1,000.00, less applicable withholdings. The allowance is intended to cover all costs of using your personal automobile for Company business purposes, including gasoline, mileage, insurance and so forth.

5.            Business Expenses. You will be reimbursed for expenses you incur that are directly related to the Company’s operations and business, pursuant to the provisions of the Company’s business expense reimbursement policy. A Company-provided business credit card will be issued to you for Company business purposes. You will receive an unlimited Team Member Courtesy Card for purchase of food and non-alcoholic beverages at any BJ’s Restaurants location.

6.            Bonus. As a Senior Vice President in our Restaurant Support Center, you will be eligible to participate in the Company’s Fiscal 2017 Performance Incentive Plan (“2017 PIP”). Your cash incentive opportunity under the PIP will be a maximum of 50% of your Salary for fiscal year 2017, prorated for actual time worked in 2017 and paid in 2018. Your cash bonus opportunity under the PIP will be driven by the degree of the Company’s achievement of certain financial or operational targets for 2017 as determined annually by the Board of Directors and by the degree of your timely achievement, as determined by the Chief Executive Officer (“CEO”) in his judgment (and as subsequently approved by the Compensation Committee of the Board of Directors), of certain key initiatives and personal objectives agreed upon by you and the CEO. Your achievement of any cash bonus is conditional upon achievement of all of the terms of the PIP. These components and your eligibility for any such bonus in 2017 and in subsequent fiscal years are subject to change, in the sole discretion of the Company’s Board of Directors, provided that you are still employed by the Company in the capacity you are currently being employed or in any other capacity. Your annual cash bonus opportunity is at the sole discretion of the Company’s Board of Directors and is not earned until it is received. In the event of termination or resignation prior to receipt of any cash incentive, if any, you will not be entitled to, or be considered eligible to, receive any prorated cash bonus under the Company’s Performance Incentive Plan. Given your start date, you will not be eligible for an incentive under the 2016 PIP.

7.            Termination With or Without Cause. Your employment is at will and may be terminated by you or the Company, at any time, with or without notice, and with or without cause.

 

7755 CENTER AVENUE, SUITE 300    •    HUNTINGTON BEACH, CALIFORNIA 92647    •    (714) 500-2400 MAIN    •    (714) 500-2605 FAX

WWW.BJSRESTAURANTS.COM

 


LOGO

 

If the Company terminates your employment without cause, on or after the Effective Date, you will be eligible to receive a severance payment of six (6) months of your annual base Salary then in effect and, if you are not covered by any other comprehensive group medical insurance plan, the Company will also pay you an amount equivalent to the employer portion of your COBRA payments for a period of six (6) months. Any severance amounts paid will be based upon your then current annual base Salary at the time employment ends and will be paid in a lump sum, less applicable withholdings. The aforementioned severance payment is conditioned upon your agreement to release all claims, if any, you may have against the Company and/or any of its employees, officers, directors, agents and representatives, insofar as permissible under the law. For the purpose of the severance payment provision in this Agreement only, “Cause” shall include, but is not limited to:

(i)          failure by you to perform your duties expected by the Company, other than such failure resulting from your incapacity due to physical or mental illness, after there has been delivered to you a written demand for performance from the Company which demand identifies the basis for the Company’s belief that you have not performed your duties;

(ii)          dishonesty, incompetence or gross negligence in the discharge of your duties.

(iii)          theft, embezzlement, fraud, act or acts of dishonesty undertaken by you with the intent of resulting or actually resulting in personal gain or enrichment of you or others at the expense of the Company and/or your conviction of a felony;

(iv)          breach of confidentiality or unauthorized disclosure or use of inside information, recipes, processes, customer, vendor or employee lists, trade secrets or other proprietary information;

(v)          the violation of any law, rule, or regulation of any governmental authority or breach of the Company’s policies and procedures including, without limitation, the Company’s Code of Integrity, Ethics and Conduct and/or any of its anti-harassment and anti- discrimination policies;

(vi)          a material breach of the terms and conditions of this Agreement;

(vii)          conduct that is injurious to the reputation, business or assets of the Company.

You will not be eligible for the severance payments or benefits set forth herein if you resign from your employment with the Company for any reason or voluntarily terminate your employment

8.          Initial Equity Award. Subject to applicable securities laws, a recommendation will be made to the Compensation Committee of the Company’s Board of Directors to grant you an equity award pursuant to the Company’s 2005 Equity Incentive Plan that will be valued for financial accounting purposes at $300,000. New hire grants will typically be approved and effective upon the date of the next regularly scheduled Compensation Committee following the Effective Date. If the Board approval date falls within one of the Company’s insider trading “blackout” periods, then the award grant date will be the first trading day after such “blackout” period is lifted. This award is in the form of an allocation of 50% of the value of the award to non-qualified stock options (NQs) and the remaining 50% to restricted stock units (RSUs). The number of NQ option shares under the award will be determined using the “fair value” of a NQ option calculated using the Black-Scholes option pricing model on the grant date of the award. For example, if the “fair value” of a NQ option for the Company’s common stock is $10.00 on the grant date, you would be awarded options to purchase 15,000 shares of the Company’s common stock ($150,000 / $10.00). The actual “fair value” calculation on the grant date of your award may be higher or lower than this example. The number of RSU shares, if any, will be determined using the closing price of the Company’s common stock on the Nasdaq Global Market on the grant date of the award. Vesting for this award, regardless of whether it is NQ options or RSUs, will be 20% annually, beginning with the first anniversary of their grant date, over a total of five (5) years. You may also be eligible for additional grants of equity awards from time to time at the discretion of the Compensation Committee of the Board.

9.          Other Benefits. You shall be entitled to participate in any benefit plan that the Company may offer to its employees from time to time, according to the eligibility requirements and terms of such plan, including, but not limited to, the Company’s group medical, dental and vision insurance program, which will become effective the first of the month following 30 days from your Effective Date. Nothing contained in this Agreement shall affect the right of the Company to terminate or modify any such plan or agreement, or other benefit, in whole or in part, at any time and from time to time.

10.          Paid Absences. The Company does not have a formal paid vacation or illness policy for its officers. Accordingly, officers are expected to use their reasonable judgment and professional discretion when requesting paid time off for any reason, in light of their current work schedules and the Company’s business and operational requirements. Paid absences must be reasonably requested in advance and approved by the CFO.

 

7755 CENTER AVENUE, SUITE 300    •    HUNTINGTON BEACH, CALIFORNIA 92647    •    (714) 500-2400 MAIN    •    (714) 500-2605 FAX

WWW.BJSRESTAURANTS.COM


LOGO

 

11.          Trade Secrets/Confidentiality. You hereby acknowledge that, as a result of your position with the Company, the Company will give you access to the Company’s proprietary and confidential information and trade secrets. Therefore, as a condition of your employment and the Company’s disclosing such proprietary and confidential information to you, you agree to sign and be bound by a separate Trade Secrets/Confidentiality Agreement. You also hereby acknowledge that you will not disclose to the Company any confidential, proprietary and/or trade secret information you obtained while working for any prior employer.

12.          Arbitration. As a condition of your employment, you agree to sign and be bound by a separate Arbitration Agreement. Any disputes or controversy arising under or in connection with this Agreement, including but not limited to whether any Cause to dismiss you exists under the provisions of paragraph 7 of this Agreement, shall be resolved by arbitration conducted in Orange County, California in accordance with the JAMS Employment Arbitration Rules and Procedures and by a single arbitrator reasonably acceptable to both you and the Company.

13.          Compliance with Company Policies and Procedures. You will be required to comply with the Company’s policies and procedures, as they may be constituted from time to time. Notwithstanding such policies and procedures, the terms set forth in this Agreement or any other written fully executed agreement between you and the Company shall prevail over conflicting Company policies and procedures.

14.          Severability. If any provision contained in this Agreement is determined to be void, illegal or unenforceable, in whole or in part, then the other provisions contained herein shall remain in full force and effect as if the provision which was determined to be void, illegal, or unenforceable had not been contained herein.

15.          Other Provisions. By signing this letter, you acknowledge that the terms described in this letter set forth the entire understanding between the parties concerning the terms of your employment and supersede all prior representations, understandings and agreements, either oral or in writing, between you and the Company with respect to the terms of your employment by the Company and all such prior representations, understandings and agreements, both oral and written, are hereby terminated. However, nothing in this paragraph is intended to, nor does it, affect additional written agreements entered into by the parties contemporaneous with or subsequent to this agreement, including, without limitation, the Trade Secrets/Confidentiality Agreement referenced herein. Nothing in this letter constitutes a guarantee of employment for any period of time, nor does it limit your right, or the right of the Company to end your employment with the Company at any time, for any reason. No term or provision of this letter may be amended, waived, released, discharged or modified except in writing, signed by you and an authorized officer of the Company.

Jeff, we are excited to have you join our senior leadership team. Please acknowledge your acceptance of this offer of employment on the terms indicated by signing the enclosed copy of this letter and returning it to me as soon as possible.

Sincerely,

/s/ Greg Levin

Greg Levin

Executive Vice President and Chief Financial Officer

I accept the above offer of employment with BJ’s Restaurants, Inc. on the terms and conditions described in this Agreement.

 

/s/ Jeff Fowler

    

November 8, 2016

Jeff Fowler      Date

 

7755 CENTER AVENUE, SUITE 300    •    HUNTINGTON BEACH, CALIFORNIA 92647    •    (714) 500-2400 MAIN    •    (714) 500-2605 FAX

WWW.BJSRESTAURANTS.COM