Amended And Restated CMO Employment Agreement

Exhibit 10.1


AMENDED AND RESTATED EMPLOYMENT AGREEMENT


THIS AMENDED AND RESTATED EMPLOYMENT AGREEMENT is made as of this 14th day of December, 2005 by and between BUCA, Inc., a Minnesota corporation (the " Company" ) and Steve Hickey (the " Employee" ).


WHEREAS, the Company and the Employee are parties to an Employment Agreement dated as of January 5, 2004, the terms of which expire on December 31, 2005; and

WHEREAS, the Company desires to continue to employ Employee to devote full time service to the business of the Company and Employee desires to continue to be so employed.

NOW THEREFORE, IN CONSIDERATION of the premises and the terms and conditions hereinafter set forth, the parties hereto agree as follows:

1. Employment . Subject to the terms and conditions hereof, the Company shall continue to employ Employee and Employee agrees to continue to be so employed in the capacity of Chief Marketing Officer for a term ending on June 30, 2007.


2. Duties . Employee shall diligently and conscientiously devote his full time and attention to the discharge of his duties as Chief Marketing Officer and such other positions as assigned by the Board of Directors. In such capacity, Employee shall at all times discharge said duties in consultation with and under the supervision of the CEO or the Board of Directors of the Company. Employee shall perform such duties as may from time to time be given to him by the Chief Executive Officer or the Board of Directors.

3. Base Salary . The Company currently pays to Employee an annualized base salary of $225,000. The Board of Directors shall establish Employee' s base salary for each subsequent calendar year. The base salary is payable in accordance with the Company' s standard payroll practices as in effect from time to time.


4. Bonuses . Employee shall be entitled to receive annual incentive compensation equal to a percentage of his annual base salary. For the fiscal year ended December 25, 2005, the maximum percentage of such incentive compensation is 50%. For each subsequent calendar year, the maximum percentage shall be determined by the Board of Directors, but shall not be less than that established for the prior year. Payment of any incentive compensation shall be based upon the Company attaining certain performance targets selected by the Board of Directors and based upon the budget for the applicable year.


5. Expenses . The Company shall reimburse Employee for all reasonable and necessary expenses incurred by him in carrying out his duties under this Agreement. Employee shall present to the Company from time to time an itemized statement of account of such expenses in such form as may be required by the Company. In recognition of Employee' s need for an automobile for business purposes, the Company will provide Employee with a $1,000 per month automobile allowance.


6. Fringe Benefits . Employee shall be entitled to participate in such fringe benefit programs maintained by the Company as are available for other employees similarly situated. The Company shall (i) obtain and pay the premium for standard family coverage for Employee and his family in the Company' s group health plan; and (ii) provide Employee with long-term disability insurance with a benefit equal to 60% of his base salary.


7. Termination . Employee' s employment hereunder shall be terminated upon the happening of any of the following events;


(a) Expiration of the term of this Agreement, without renewal;


(b) Death of Employee;

(c) Notice to Employee that his employment is terminated due to Employee' s inability to perform his usual and customary duties by reason of Physical or Mental Disability;

(d) Without Cause by the Company at any time upon thirty (30) days prior written notice to Employee;


(e) By Employee upon thirty (30) days prior written notice to the Company;


(f) By Employee, if, following a Change in Control of the Company as defined below, Employee' s duties (as in effect immediately prior to such Change in Control) are Substantially Reduced or Negatively Altered, as defined below, without his prior written consent, upon thirty (30) days prior written notice to the Company; or


(g) At any time without notice by the Company for Cause.


For purposes of this Section, " Cause" means (i) Employee' s conviction of a felony which constitutes a crime involving moral turpitude; (ii) Employee' s misappropriation of funds, fraud or embezzlement; (iii) Employee' s willful or gross and repeated neglect of duties hereunder, or willful or gross repeated misconduct in the performance of such duties, as determined by a majority of the directors of the Company (collectively, " Misconduct" ), and provided that Employee has been given at least fourteen (14) days prior notice of such determination and Employee has failed to cure such Misconduct; or (iv) Misconduct that is deemed by a majority of the directors to have a material adverse effect on the business, operations, assets, properties, or financial condition of Company, taken as a whole.

For purposes of this Section, " Physical or Mental Disability" means any ailment or incapacity which prevents Employee from performing the duties incident to Employee' s employment hereunder which continued for a period of either (i) 90 consecutive days in any twelve-month period or (ii) 180 days in any twelve-month period, and which is expected to be of permanent duration.


For purposes of this Section, " Change in Control" with respect to the Company shall have occurred on the earliest of the following dates:

(i) the date after the date of this Agreement that any entity or person (including a " group" as defined in Section 13(d)(3) of the Securities Exchange Act of 1934 (the " Exchange Act" )) shall have become the beneficial owner of, or shall have obtained voting control over, fifty percent (50%) of more of the outstanding common shares of the Company;


(ii) the date the shareholders of the Company approve a definitive agreement: (A) to merge or consolidate the Company with or into another corporation, or to merge another corporation into the Company, in which the Company is not the continuing or surviving corporation or pursuant t ...