CMO Employment Agreement

Exhibit 10.5

EMPLOYMENT AGREEMENT

KAREN EADON EMPLOYMENT AGREEMENT (the " Agreement" ) dated as of October 10, 2005 by and between El Pollo Loco, Inc. (the " Company" ) and Karen Eadon (the " Executive" ).

WHEREAS, the Company has entered into a Stock Purchase Agreement dated as of September 28, 2005 (the " Purchase Agreement" ), among Chicken Acquisition Corp.; EPL Holdings, Inc.; EPL Intermediate, Inc.; the Company; the equity holders of EPL Holdings, Inc.; and American Securities Capital Partners, L.P; WHEREAS, Executive is a stockholder and executive of the Company and, Executive' s restrictive covenants, as reflected in this Agreement, are an essential inducement to the Company to enter into the transactions described in the Purchase Agreement.

WHEREAS, Executive will receive valuable consideration as part of the transactions contemplated by the Purchase Agreement, and has agreed to the restrictive covenants set forth herein in order to protect the transfer of goodwill as contemplated by the Purchase Agreement.

WHEREAS, the Company considers it essential to its best interests and the best interests of its stockholders to foster the continued employment of Executive by the Company following the consummation of the transaction contemplated by the Purchase Agreement and to enter into an agreement embodying the terms of such employment; and WHEREAS, Executive is willing to accept and continue Executive' s employment on the terms hereinafter set forth in this Agreement. NOW, THEREFORE, in consideration of the premises and mutual covenants herein and for other good and valuable consideration, the parties agree as follows:

1. Term of Employment; Executive Representation .

a. Employment Term . Subject to the provisions of Section 8 of this Agreement, Executive shall be employed by the Company for a period commencing on the consummation of the transaction contemplated by the Purchase Agreement (the " Effective Date" ) and ending on the third anniversary of the Effective Date, or December 31, 2008, whichever is later (the " Employment Term" ) on the terms and subject to the conditions set forth in the Agreement. Notwithstanding the preceding sentence, commencing with January 1, 2009 and on each January 1 thereafter (each an " Extension Date" ), the Employment Term shall be automatically extended for an additional one-year period, unless the Company or Executive provides the other party hereto 60 days' prior written notice before the next Extension Date that the Employment Term shall not be so extended. For the avoidance of doubt, the term " Employment Term" shall include any extension that becomes applicable pursuant to the preceding sentence. If the Purchase Agreement is terminated for any reason or if the transaction contemplated by the Purchase Agreement is not otherwise consummated, this Agreement shall be void in its entirety and each be of no force and effect.


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b. Executive Representation . Executive hereby represents to the Company that the execution and delivery of this Agreement by Executive and the Company and the performance by Executive of the Executive' s duties hereunder shall not constitute a breach of, or otherwise contravene, the terms of any employment agreement or other agreement or policy to which Executive is a party or otherwise bound.

2. Position . a. During the Employment Term, Executive shall serve as the Company' s Chief Marketing Officer, Vice President of Marketing and shall principally perform Executive' s duties to the Company and its affiliates from the Company' s offices in the Orange County, California metropolitan area, subject to normal and customary travel requirements in the conduct of the Company' s business. In such position, Executive shall have such duties and authority as shall be determined from time to time by the Chief Executive Officer of the Company and the Executive shall report directly to the Chief Executive Officer. b. During the Employment Term, Executive will devote Executive' s full business time and best efforts to the performance of Executive' s duties hereunder and will not engage in any other business, profession or occupation (including in an advisory capacity, consulting capacity, or otherwise) for compensation or otherwise which would conflict with the rendition of such services either directly or indirectly, without the prior written consent of the Board; provided that Executive shall be permitted to participate in such charitable and community-related services as Executive may choose; provided further that such services do not materially interfere with her duties hereunder.

3. Compensation . a. During the Employment Term, the Company shall pay Executive a base salary (the " Base Salary" ) at the annual rate of $256,547 (less applicable withholding taxes), payable in regular installments in accordance with the Company' s usual payment practices. Executive shall be entitled to such increases in Executive' s Base Salary, if any, as may be determined from time to time in the sole discretion of the Board.

b. With respect to each full calendar year during the Employment Term commencing January 1, 2006, Executive shall be eligible to earn an annual bonus award (an " Annual Bonus" ) calculated, in accordance with Exhibit A attached hereto, with a targeted bonus equal to seventy-five percent (75%) of Executive' s then current Base Salary (the " Target Bonus" ).

4. Equity .

a. Additional Option Grant. On the Effective Date, Executive will receive a stock option award to purchase a number of shares of common stock of Chicken Acquisition Corp. as set forth on Exhibit B attached hereto on terms and conditions substantially as set forth on Exhibit B and such additional terms and conditions provided for in a stock option agreement (the " Option Agreement" ). b. Initial Equity Investment . Subject to the execution of the Option Agreement and Stockholders Agreement (as defined in Section 7(e) of this Agreement), each to be negotiated in


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good faith by the Executive and Chicken Acquisition Corp., Executive shall invest a minimum of $800,000 in Chicken Acquisition Corp. through a combination of Rollover Shares and Rollover Options (each as defined in the Purchase Agreement) the terms and conditions of which are substantially set forth on Exhibit C.

5. Employee Benefits . During the Employment Term, Executive shall be provided, in accordance with the terms of the Company' s employee benefit plans as in effect from time to time, health insurance, retirement benefits and fringe benefits (collectively " Employee Benefits" ) on the same basis as those benefits are generally made available to other senior executives of the Company. Executive shall be provided with annual vacation of three (3) weeks per each 12-month period or additional weeks on a basis consistent with Company policy.

6. Business Expenses . During the Employment Term, reasonable, documented business expenses incurred by Executive in the performance of Executive' s duties hereunder shall be reimbursed by the Company in accordance with Company policies.

7. Termination . The Employment Term and Executive' s employment hereunder may be terminated by either party at any time and for any reason; provided that Executive will be required to give the Company at least 30 days advance written notice of any resignation of Executive' s employment. Notwithstanding any other provision of this Agreement, the provisions of this Section 7 shall exclusively govern Executive' s rights upon termination of employment with the Company and its affiliates.

a. By the Company For Cause or By Executive' s Resignation without Good Reason .

(i) The Employment Term and Executive' s employment hereunder may be terminated by the Company for Cause (as defined below) or by Executive' s resignation without Good Reason (as defined below).

(ii) For purposes of this Agreement, " Cause" shall mean action by the Executive that constitutes misconduct, dishonesty, the failure to comply with specific directions of the Board of Directors that are consistent with the terms hereof (after having been given a reasonably detailed written notice of, and a period of 20 days to cure, such misconduct or failure), a deliberate and premeditated act against the Company or its Affiliates, the commission of a felony, substance abuse or alcohol abuse which renders the Executive unfit to perform her duties, or any breach of the covenants set forth in Section 8 of this Agreement. Any voluntary termination of employment by the Executive in anticipation of an involuntary termination of the Executive' s employment for Cause shall be deemed to be a termination for Cause.

(iii) If Executive' s employment is terminated by the Company f ...