Officer Employment Agreement by OSI RESTAURANT PARTNERS, LLC
Company: OSI RESTAURANT PARTNERS, LLC
SEC CIK: 874691
SEC Type: EX-10.01
SIC Code: 5812
SIC Industry: RETAIL-EATING PLACES
Date Filed: 2012-05-17
Date Filed:
05/17/2012 SKU: RDIQWZ-C-X-2
Confidential Property of OSI Restaurant Partners, LLC
David
Deno
Exhibit 10.01
OSI RESTAURANT PARTNERS, LLC
Officer Employment Agreement
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into effective May 07, 2012, by and among DAVID DENO (hereinafter referred to as
"Employee") and OSI RESTAURANT PARTNERS, LLC, a Delaware limited liability company having its
principal office at 2202 N. West Shore Boulevard, 5th Floor, Tampa, Florida 33607 (the "Employer").
W I T N E
S S E T H:
This Agreement is made and entered into under the following circumstances:
A. WHEREAS, the Employer is engaged in the business of owning and operating,
either directly and/or through its subsidiaries and their affiliates, restaurants utilizing a
restaurant operating system and trademarks ("Trademarks") owned by or licensed to the Employer
and/or such operating subsidiary or affiliate; and
B.WHEREAS, the Employer desires, on the terms and conditions
stated herein, to employ the Employee as Executive Vice President and Chief Financial Officer of
the Employer; and
C.WHEREAS, the Employee desires, on the terms and conditions
stated herein, to be employed by the Employer as Executive Vice President and Chief Financial
Officer.
NOW, THEREFORE, in consideration of the foregoing recitals, and of the premises, covenants, terms
and conditions contained herein, the parties hereto agree as follows:
1.Employment and
Term. Subject to earlier termination as provided for in
Section 8 hereof, the Employer hereby employs the Employee, and the
Employee hereby accepts employment with the Employer as Executive Vice President and Chief
Financial Officer of the Employer for a term commencing on May 07, 2012 and expiring five (5) years
thereafter ("Term of Employment"). Such Term of Employment shall be automatically renewed for
successive renewal terms of one (1) year each unless either party elects not to renew by giving
written notice to the other party not less than sixty (60) days prior to the start of any renewal
term.
2.Representations
and Warranties. The Employee hereby
represents and warrants to the Employer that (a) the Employee (i) is not subject to any written
nonsolicitation or noncompetition agreement affecting the Employee's employment with the Employer
or its Affiliates (other than any prior agreement with the Employer or its Affiliates), (ii) is not
subject to any written confidentiality or nonuse/nondisclosure agreement affecting the Employee's
employment with the Employer or its Affiliates (other than any prior agreement with the Employer or
its Affiliates), and (iii) has brought to the Employer and its Affiliates no trade secrets,
confidential business information, documents, or other personal property of a prior employer, and
(b) the execution of this Agreement and the performance of the Employee's obligations hereunder
will not breach or be in conflict with any other agreement to which the Employee is a party or is
bound or any order, decree, judgment, ruling, determination or injunction of any federal, state,
local or foreign governmental, administrative or regulatory court, agency or body or any
arbitrator.
3.Duties. As Executive Vice President and Chief Financial
Officer of the Employer, the Employee shall:
(a)diligently, competently, and faithfully perform all of the
duties and functions as may be assigned to the Employee hereunder commensurate with the position of
Executive Vice President and Chief Financial Officer of the Employer;
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Confidential Property of OSI Restaurant Partners, LLC
David
Deno
(b)devote one hundred percent (100%) of the Employee's full
business time, attention, energies, and effort to the business affairs of the
Employer;
(c)achieve the results and other goals required by the
Employer;
(d)conduct all of Employee's activities in a manner so as to
maintain and promote the business and reputation of the Employer; and
(e)not create a situation that results in termination for Cause
(as that term is defined in Section 8 hereof).
Notwithstanding the foregoing, the Employee shall
be permitted to invest the Employee's personal assets and manage the Employee's personal investment
portfolio in such a form and manner as will not require any business services on the Employee's
part to any third party, and provided it does not conflict with the Employee's duties and
responsibilities to the Employer or the provisions of Section 9
or Section 10
hereof, or conflict with any material published
policy of the Employer or its Affiliates, including, but not limited to, the insider trading policy
of the Employer or its Affiliates.
Notwithstanding the foregoing, the Employee shall also be permitted to participate in customary
civic, nonprofit, religious, welfare, social and professional activities that will not materially
affect the Employee's performance of duties hereunder. The Employee may continue to serve on any
board of directors and advisory committees of companies on which the Employee currently serves, as
long as the business of such companies is not competitive with that of the Employer or any of its
Affiliates. The Employee shall not serve on the board of directors or advisory committee of any
other company without the prior consent of the Employer, which consent shall not be unreasonably
withheld.
Notwithstanding anything to the contrary herein, the parties acknowledge and agree that the
Employee shall, during the term of this Agreement and at the request of the Employer, also serve as
an officer of any Affiliate of the Employer as the Employer shall reasonably request. In such
capacity, the Employee shall be responsible generally for all aspects of such office. All terms,
conditions, rights and obligations of this Agreement shall be applicable to the Employee while
serving in such office as though the Employee and such Affiliate of the Employer had separately
entered into this Agreement, except that the Employee shall not be entitled to any compensation,
vacation, fringe benefits, automobile allowance or other remuneration of any kind whatsoever from
such Affiliate of the Employer.
4.Compensation. During the Term of Employment, subject to the Employee's
performance in accordance with this Agreement, the Employee shall be entitled to the
following:
a. Base Salary. During the Term of Employment, the Employee shall be
entitled to an annual base salary equal to Six Hundred Thousand Dollars ($600,000), payable in
equal biweekly installments by the Employer, to be reviewed annually.
b. OSI Bonus Program. During the Term of Employment, the Employee shall be
entitled to discretionary bonuses pursuant to a bonus plan developed by the Compensation Committee
of the Employer (the "OSI Bonus Program"). Employee's bonus target under the OSI Bonus Program is
85% of the base salary paid to the Employee in the calendar year for which the bonus is awarded;
provided however, so long as Employee remains employed by Employer through the end of the 2012
calendar year, the Employee's bonus under the OSI Bonus Program for the calendar year 2012 shall be
a guaranteed minimum of Five Hundred Thousand and Ten Thousand Dollars ($510,000). The OSI Bonus
Program and the Employee's bonus percentage are subject to increase, decrease, change or
elimination in the discretion of the Employer.
c. Relocation Costs. Employee shall be entitled to benefits under the Employer's
standard relocation policy.
d. Signing Bonus. Employee shall be entitled to a one-time signing bonus of
Four Hundred Twenty-five Thousand Dollars ($425,000) payable one half in Employee's first paycheck
and one half on or before November 7, 2012. In the event that Employee resigns or is terminated
pursuant to Section 8(c)
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Confidential Property of OSI Restaurant Partners, LLC
David
Deno
hereof within twelve months of either signing bonus payment, Employee shall repay such payment to
the Employer.
e. Other Bonuses. In addition, as part of the Employee's compensation during
the Term of Employment, the Employee shall be eligible to participate in any bonus program or bonus
arrangement
which the Employer may establish from time to time for employees with the same title; provided that
such program or arrangement applies generally to employees with the same title and with the
functional job responsibilities of such title, and that the Employer may modify the terms and
conditions of any such bonus or arrangement and may discontinue or otherwise terminate any such
program or arrangement from time to time in its sole discretion.
f. General Rules Regarding Bonuses. Unless otherwise specified herein or in Employer
policies or other governing documents regarding executive compensation and bonus plans, any bonus
awarded to the Employee by the Employer shall be paid in a single lump sum within ninety (90) days
after the performance period.
5.Paid Time
Off. Employee shall be entitled to vacation time or other paid
time off (collectively "PTO") to be accrued in accordance with the Employer's PTO Policy as may be
in effect from time to time. PTO scheduling is selected by the Employee, but subject to the
reasonable business requirements of the Employer as determined by Employee's supervisor. Unless
required by applicable law which cannot be waived, PTO granted but not used in any year shall be
forfeited at the end of such one-year period and may not be carried over to any subsequent
year.
6.Fringe
Benefits. In addition to any other rights the Employee may have
hereunder, the Employee shall also be entitled to participate in those employee benefit plans,
programs and arrangements, including, but not limited to life insurance, medical benefits, etc., if
any, as may be provided by the Employer to similar employees of the Employer. In each case as such
plans, programs and arrangements may be in effect from time to time, all subject to the terms of
such plans, programs or arrangements and applicable policies of the Employer. Any taxable welfare
benefits provided to the Employee pursuant to this Section 6 that are not 'disability pay' or 'death benefits' within the
meaning of Treasury Regulations Section 1.409A-1(a)(5) (collectively, the 'Applicable Benefits')
shall be subject to the following requirements in order to comply with Section 409A of the Internal
Revenue Code of 1986, as amended (the "Code"). The amount of any Applicable Benefits provided
during one taxable year shall not affect the amount of the Applicable Benefits provided in any
other taxable year, except that with respect to any Applicable Benefits that consist of the
reimbursement of expenses referred to in Code Section 105(b), a limitation may be imposed on the
amount of such reimbursements as described in Treasury Regulations Section 1.409A-3(i)(iv)(B). To
the
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