Noncompete Agreement - Quality Dining Inc. and James K. Fitzpatrick
NONCOMPETE AGREEMENT
THIS NONCOMPETE AGREEMENT (the "Agreement") is entered into
to be effective as of the 1st day of June, 1999, by and
between Quality Dining, Inc., an Indiana corporation
(sometimes hereinafter collectively referred to with its
affiliates as the "Company"), and James K. Fitzpatrick (the
"Employee").
Agreement
1. Employment. The parties hereto acknowledge that
the Employee's employment by the Company is an "at will"
employment
and nothing in this Agreement shall in any way limit the
Company's ability to terminate Employee with or without
cause.
2. Restrictive Covenants. In consideration of the
Employee's continued employment, the right to receive a
"Change of Control" (as hereinafter defined) payment and the
mutual promises contained herein, Employee agrees and
promises that Employee will not, directly or indirectly, for
Employee or any other person, firm, corporation, entity or
business:
(a) Compete with Company. During the term of his
employment by the Company and for a period of one year after
termination of employment with the Company for any reason
own, manage, operate, control or otherwise be in any manner
affiliated or connected with, or engage or participate in
the ownership, management, operation or control of (as
principal, agent, proprietor, partner, member, shareholder,
director, trustee, officer, administrator, employee,
consultant, independent contractor, or otherwise), any
business or entity that owns or operates any full service or
quick service restaurants within 15 miles of any restaurant
owned by the Company on the last day of Employee's
employment.
(b) Employees. For a period of one year after termination
of employment by the Company, Employee shall not, directly
or indirectly, (i) induce or influence or attempt to induce
or influence, any person who is engaged as an employee,
agent, independent contractor or otherwise by the Company to
terminate his or her employment or engagement with the
Company, nor (ii) aid, assist or abet any other person,
firm, or corporation in any of the prohibited matters
identified in clause (i) of this paragraph 2(b).
3. Severability. The parties hereto intend that the
covenants contained in Section 2 shall be construed as a
series of separate covenants, one for each restaurant
operated by the Company. Except for geographic coverage,
each such separate covenant shall be deemed identical in
terms to the covenants contained in Section 2. If, in any
judicial proceeding, a court shall refuse to enforce any of
the separate covenants deemed included in this section, then
this unenforceable covenant shall be deemed eliminated from
these provisions for the purpose of those proceedings to the
extent necessary to permit the remaining separate covenants
to be enforced.
4. Proprietary and Confidential Information. The parties
hereto acknowledge and agree that proprietary and
confidential information means information or material which
is not generally available to or used by others outside the
Company or the utility or value of which is not generally
known or recognized as standard practice, whether or not the
underlying details are in the public domain. Information
and material which is considered proprietary and
confidential by the Company includes, but is not limited to,
the following:
(a) Information and material which relates to the Company's
purchasing, accounting, operating or marketing methods;
(b) Information and material related to business plans and
methods of operations or methods of doing business or
relating to marketing or expansion plans developed or to be
developed by the Company;
(c) Information and material related to the Company's
method and manner of compensating its employees;
(d) Any of the information of the type described above
which the Company obtained from another source and which the
Company treats as proprietary or designates as confidential,
whether or not owned or developed by the Company.
5. Use of Information. Employee acknowledges and
agrees that he is in a fiduciary relationship with the
Company and as a consequence of this fiduciary relationship
and the trust and confidence reposed in the Employee by the
Company, Employee will receive proprietary and confidential
information and/or trade secrets of the Company, as
previously defined in this Agreement. In partial
consideration for the mutual promises contained herein, the
Employee agrees not to directly or indirectly divulge,
publish, communicate, use to the detriment of the Company,
use for the benefit of any person, firm, corporation, or
business or misuse in any way any such proprietary and
confidential information and/or trade secrets either during
or subsequent to employment with the Company, whether or not
conceived, originated, discovered or developed in whole or
in part by Employee.
6. Availability of Injunctive Relief. The parties
acknowledge that compliance with the covenants in Sections
2, 4, and 5 is necessary to protect the business, goodwill
and proprietary interests of the Company. The parties
further agree that the remedy at law for breach of any of
the provisions of such covenants is inadequate and that the
Company shall be entitled, in addition to other such
remedies as it may have, to injunctive relief for any breach
or threatened breach of Sections 2, 4, and 5 without proof
of any actual damages that may have been or may be caused to
the Company by such breach or threatened breach.
7. Change of Control Payment.
(a) If Employee is employed by the Company at the time of
any Change of Control (as defined below) of the Company,
Employee shall be entitled to the following:
(i) within 10 days after the date of the Change of Control
be paid a lump sum payment by the Company equal to 2 times
the sum of (A) Employee's then current annual salary, plus
(B) the full amount of the bonus Employee was eligible to
receive for the fiscal year in which the Change of Control
occurred, assuming for purposes hereof that Employee would
have received 100% of Employee's bonus potential.
(ii) accelerated vesting and exercisability of all
outstanding stock options and Employee shall have up to six
months after the date of the Change of Control to exercise
all operations previously granted to Employee;
(iii) accelerated vesting of all restricted
shares previously awarded to Employee free from any "Lockup
Period" that might otherwise apply pursuant to the Company's
Strategic Long Term Plan; and
(iv) continued enrollment for a period of one year in the
Company's group life and health insurance all on terms that
are no less favorable to Employee than those that were in
effect on the date of the Change of Control, whether or not
Employee remains in the employ of the Company for any or all
of such period.
(b) As used in this Agreement, "Change of Control" of the
Company means:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") (a "Person") of beneficial ownership (within the
meaning of Rule 13d3 promulgated under the Exchange Act as
in effect from time to time) of 20% or more of either (A)
the then outstanding shares of common stock of the Company
or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally
in the election of directors; provided, however, that the
following acquisitions shall not constitute an acquisition
of control: (1) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a
conversion privilege), (2) any acquisition by the Company,
(3) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (4) any acquisition
by any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (A), (B)
and (C) of subsection (iii) of this Section 7(b) are
satisfied, or (5) any acquisition by any Person who on the
date of this Agreement is a director or officer of the
Company or is the beneficial owner of 20% or more of the
outstanding voting securities of the Company ("Affiliated
Person");
(ii) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Incumbent Board")
cease for any reason to constitute at least a majority of
the Board of Directors of the Company (the "Board");
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than
the Board; or
(iii) The Company enters into an agreement for a
reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or
consolidation, (A) more than eighty percent (80%) of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger
or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the outstanding
Company common stock and outstanding Company voting
securities immediately prior to such reorganization, merger
or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization,
merger or consolidation, of the outstanding Company stock
and outstanding Company voting securities, as the case may
be, (B) no Person (excluding the Company, any employee
benefit plan or related trust of the Company or such
corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or
consolidation, directly or indirectly, 20% or more of the
outstanding Company common stock or outstanding voting
securities, as the case may be) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation
or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors and (C) at least a majority of the
members of the board of directors of the corporation
resulting from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company or the
Company enters into an agreement for the sale or other
disposition of all or substantially all of the assets of the
Company, other than to a corporation with respect to which
following such sale or other disposition (A) more than 80%
of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the outstanding
Company common stock and outstanding Company voting
securities immediately prior to such sale or other
disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other
disposition, of the outstanding Company common stock and
outstanding Company voting securities, as the case may be,
(B) no Person (excluding the Company and any employee
benefit plan or related trust of the
Company or such corporation, any Affiliated Person and any
Person beneficially owning, immediately prior to such sale
or other disposition, directly or indirectly, 20% or more of
the outstanding Company common stock or outstanding Company
voting securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors and (C) at least a majority of the
members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution
of the initial agreement or action of the Board providing
for such sale or other disposition of assets of the Company.
(v) Notwithstanding the foregoing, none of the transactions
contemplated in subsections (i), (ii), (iii) or (iv) shall
constitute a Change of Control if such transaction occurs in
connection with or as a result of a transaction subject to
Rule 13e-3 promulgated under the Exchange Act as in effect
from time to time provided that executive officers of the
Company prior to such transaction are the beneficial owners
of 75% of more of the voting securities of the Company
outstanding following such transaction.
8. Assignment. Neither this Agreement nor any right or
obligation created hereunder shall be assignable or
delegated by Employee.
9. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto pertaining to
the subject matter hereof and supersede all prior and
contemporaneous agreements and understandings of the
parties, and there are no warranties, representations or
other agreements between the parties in connection with the
subject matter hereof except as specifically set forth
herein. No supplement, modification,
waiver or termination of this Agreement shall be binding
unless executed in writing by the party to be bound thereby.
No waiver of any of the provisions of this Agreement shall
be deemed or shall constitute a waiver or continuing waiver
of any other provision hereof.
10. Partial Invalidity. In the event one or more of the
provisions contained in this Agreement, or any portion of
any such provisions, shall for any reason be held invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provision of this Agreement, or any portion of any such
provision, but the Agreement shall be construed as if such
invalid, illegal or unenforceable provision, or portion
thereof, had never been contained herein.
11. Governing Law. This Agreement and all rights,
obligations and liabilities arising hereunder shall be
construed and enforced in accordance with the laws of the
State of Indiana.
12. Titles and Headings. Titles and headings to
provisions of this Agreement are for the purpose of
reference only and shall in no way limit, define or
otherwise affect the interpretation or construction of such
provisions.
13. Binding Agreement. The rights and obligations of the
Company under this Agreement shall inure to the benefit of
and shall be binding on the successors and assigns of the
Company.
14. No Third Parties. The provisions of this Agreement
shall not inure to the benefit of any third party who is not
a signatory hereto except as otherwise provided for in
Section 13.
IN WITNESS WHEREOF, the parties have hereto executed
this Agreement as of the day and year first written above.
QUALITY DINING, INC.
/s/______________________
By: John C. Firth
Its: Executive Vice President and General Counsel
EMPLOYEE
/s/_________________
James K. Fitzpatrick
Exhibit 10-R
NONCOMPETE AGREEMENT
THIS NONCOMPETE AGREEMENT (the "Agreement") is entered into
to be effective as of the 1st day of June, 1999, by and
between Quality Dining, Inc., an Indiana corporation
(sometimes hereinafter collectively referred to with its
affiliates as the "Company"), and Gerald O. Fitzpatrick (the "Employee").
Agreement
1. Employment. The parties hereto acknowledge that the
Employee's employment by the Company is an "at will"
employment and nothing in this Agreement shall in any way
limit the Company's ability to terminate Employee with or
without cause.
2. Restrictive Covenants. In consideration of the
Employee's continued employment, the right to receive a
"Change of Control" (as hereinafter defined) payment and the
mutual promises contained herein, Employee agrees and
promises that Employee will not, directly or indirectly, for
Employee or any other person, firm, corporation, entity or
business:
(a) Compete with Company. During the term of his
employment by the Company and for a period of one year after
termination of employment with the Company for any reason
own, manage, operate, control or otherwise be in any manner
affiliated or connected with, or engage or participate in
the ownership, management, operation or control of (as
principal, agent, proprietor, partner, member, shareholder,
director, trustee, officer, administrator, employee,
consultant, independent contractor, or otherwise), any
business or entity that owns or operates any quick service
restaurant within 15 miles of any Burger King restaurant
owned by the Company on the last day of Employee's
employment.
(b) Employees. For a period of one year after termination
of employment by the Company, Employee shall not, directly
or indirectly, (i) induce or influence or attempt to induce
or influence, any person who is engaged as an employee,
agent, independent contractor or otherwise by the Company to
terminate his or her employment or engagement with the
Company, nor (ii) aid, assist or abet any other person,
firm, or corporation in any of the prohibited matters
identified in clause (i) of this paragraph 2(b).
3. Severability. The parties hereto intend that the
covenants contained in Section 2 shall be construed as a
series of separate covenants, one for each restaurant
operated by the Company. Except for geographic coverage,
each such separate covenant shall be deemed identical in
terms to the covenants contained in Section 2. If, in any
judicial proceeding, a court shall refuse to enforce any of
the separate covenants deemed included in this section, then
this unenforceable covenant shall be deemed eliminated from
these provisions for the purpose of those proceedings to the
extent necessary to permit the remaining separate covenants
to be enforced.
4. Proprietary and Confidential Information. The parties
hereto acknowledge and agree that proprietary and
confidential information means information or material which
is not generally available to or used by others outside the
Company or the utility or value of which is not generally
known or recognized as standard practice, whether or not the
underlying details are in the public domain. Information and
material which is considered proprietary and confidential by the Company
includes, but is not limited to, the following:
(a) Information and material which relates to the Company's
purchasing, accounting, operating or marketing methods;
(b) Information and material related to business plans and
methods of operations or methods of doing business or
relating to marketing or expansion plans developed or to be
developed by the Company;
(c) Information and material related to the Company's
method and manner of compensating its employees;
(d) Any of the information of the type described above
which the Company obtained from another source and which the
Company treats as proprietary or designates as confidential,
whether or not owned or developed by the Company.
5. Use of Information. Employee acknowledges and
agrees that he is in a fiduciary relationship with the
Company and as a consequence of this fiduciary relationship
and the trust and confidence reposed in the Employee by the
Company, Employee will receive proprietary and confidential
information and/or trade secrets of the Company, as
previously defined in this Agreement. In partial
consideration for the mutual promises contained herein, the
Employee agrees not to directly or indirectly divulge,
publish, communicate, use to the detriment of the Company,
use for the benefit of any person, firm, corporation, or
business or misuse in any way any such proprietary and
confidential information and/or trade secrets either during
or subsequent to employment with the Company, whether or not
conceived, originated, discovered or developed in whole or
in part by Employee.
6. Availability of Injunctive Relief. The parties
acknowledge that compliance with the covenants in Sections
2, 4, and 5 is necessary to protect the business, goodwill
and proprietary interests of the Company. The parties
further agree that the remedy at law for breach of any of
the provisions of such covenants is inadequate and that the
Company shall be entitled, in addition to other such
remedies as it may have, to injunctive relief for any breach
or threatened breach of Sections 2, 4, and 5 without proof
of any actual damages that may have been or may be caused to
the Company by such breach or threatened breach.
7. Change of Control Payment.
(a) If Employee is employed by the Company at the time of
any Change of Control (as defined below) of the Company,
Employee shall be entitled to the following:
(i) within 10 days after the date of the Change of
Control be paid a lump sum payment by the Company equal to
one and one-half times the sum of (A) Employee's then
current annual salary, plus (B) the full amount of the bonus
Employee was eligible to receive for the fiscal year in
which the Change of Control occurred, assuming for purposes
hereof that Employee would have received 100% of Employee's
bonus potential.
(ii) accelerated vesting and exercisability of all
outstanding stock options and Employee shall have up to six
months after the date of the Change of Control to exercise
all operations previously granted to Employee;
(iii) accelerated vesting of all restricted shares
previously awarded to Employee free from any "Lockup Period"
that might otherwise apply pursuant to the Company's
Strategic Long Term Plan; and
(iv) continued enrollment for a period of one year in the
Company's group life and health insurance all on terms that
are no less favorable to Employee than those that were in
effect on the date of the Change of Control, whether or not
Employee remains in the employ of the Company for any or all
of such period.
(b) As used in this Agreement, "Change of Control" of the
Company means: (i) The acquisition by any individual,
entity or group (within the meaning of Section 13(d)(3) or
14(d)(2) of the Securities Exchange Act of 1934, as amended
(the "Exchange Act") (a "Person") of beneficial ownership
(within the meaning of Rule 13d3 promulgated under the
Exchange Act as in effect from time to time) of 20% or more
of either (A) the then outstanding shares of common stock of
the Company or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to
vote generally in the election of directors; provided,
however, that the following acquisitions shall not
constitute an acquisition of control: (1) any acquisition
directly from the Company (excluding an acquisition by
virtue of the exercise of a conversion privilege), (2) any
acquisition by the Company, (3) any acquisition by any
employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by
the Company, (4) any acquisition by any corporation pursuant
to a reorganization, merger or consolidation, if, following
such reorganization, merger or consolidation, the conditions
described in clauses (A), (B) and (C) of subsection (iii) of
this Section 7(b) are satisfied, or (5) any acquisition by
any Person who on the date of this Agreement is a director
or officer of the Company or is the beneficial owner of 20%
or more of the outstanding voting securities of the Company
("Affiliated Person");
(ii) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Incumbent Board")
cease for any reason to constitute at least a majority of
the Board of Directors of the
Company (the "Board"); provided, however, that any
individual becoming a director subsequent to the date hereof
whose election, or nomination for election by the Company's
shareholders, was approved by a vote of at least a majority
of the directors then comprising the Incumbent Board shall
be considered as though such individual were a member of the
Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a
result of either an actual or threatened election contest
(as such terms are used in Rule 14a-11 of Regulation 14A
promulgated under the Exchange Act) or other actual or
threatened solicitation of proxies or consents by or on
behalf of a Person other than the Board; or
(iii) The Company enters into an agreement for a
reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or
consolidation, (A) more than eighty percent (80%) of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger
or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the outstanding
Company common stock and outstanding Company voting
securities immediately prior to such reorganization, merger
or consolidation in substantially the same proportions as their ownership,
immediately prior to such reorganization, merger or
consolidation, of the outstanding Company stock and
outstanding Company voting securities, as the case may be,
(B) no Person (excluding the Company, any employee benefit
plan or related trust of the Company or such corporation
resulting from such reorganization, merger or consolidation
and any Person beneficially owning, immediately prior to
such reorganization, merger or consolidation, directly or
indirectly, 20% or more of the outstanding Company common
stock or outstanding voting securities, as the case may be)
beneficially owns, directly or indirectly, 20% or more of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger
or consolidation or the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors and (C) at
least a majority of the members of the board of directors of
the corporation resulting from such reorganization, merger
or consolidation were members of the Incumbent Board at the
time of the execution of the initial agreement providing for
such reorganization, merger or consolidation; or
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company or the
Company enters into an agreement for the sale or other
disposition of all or substantially all of the assets of the
Company, other than to a corporation with respect to which
following such sale or other disposition (A) more than 80%
of, respectively, the then outstanding shares of common stock of
such corporation and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors is then beneficially owned,
directly or indirectly, by all or substantially all of the
individuals and entities who were the beneficial owners,
respectively, of the outstanding Company common stock and
outstanding Company voting securities immediately prior to
such sale or other disposition in substantially the same
proportion as their ownership, immediately prior to such
sale or other disposition, of the outstanding Company common
stock and outstanding Company voting securities, as the case
may be, (B) no Person (excluding the Company and any
employee benefit plan or related trust of the Company or
such corporation, any Affiliated Person and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the
outstanding Company common stock or outstanding Company
voting securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors and (C) at least a majority of the
members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution
of the initial agreement or action of the Board providing
for such sale or other disposition of assets of the Company.
(v) Notwithstanding the foregoing, none of the transactions
contemplated in subsections (i), (ii), (iii) or (iv) shall
constitute a Change of Control if such transaction occurs in
connection with or as a result of a transaction subject to
Rule 13e-3 promulgated under the Exchange Act as in effect
from time to time provided that executive officers of the
Company prior to such transaction are the beneficial owners
of 75% of more of the voting securities of the Company
outstanding following such transaction.
8. Assignment. Neither this Agreement nor any right or
obligation created hereunder shall be assignable or
delegated by Employee.
9. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto pertaining to
the subject matter hereof and supersede all prior and
contemporaneous agreements and understandings of the
parties, and there are no warranties, representations or
other agreements between the parties in connection with the
subject matter hereof except as specifically set forth
herein. No supplement, modification, waiver or termination
of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any
of the provisions of this Agreement shall be deemed or shall
constitute a waiver or continuing waiver of any other
provision hereof.
10. Partial Invalidity. In the event one or more of the
provisions contained in this Agreement, or any portion of
any such provisions, shall for any reason
be held invalid, illegal or unenforceable in any respect,
such invalidity, illegality or unenforceability shall not
affect any other provision of this Agreement, or any portion
of any such provision, but the Agreement shall be construed
as if such invalid, illegal or unenforceable provision, or
portion thereof, had never been contained herein.
11. Governing Law. This Agreement and all rights,
obligations and liabilities arising hereunder shall be
construed and enforced in accordance with the laws of the
State of Indiana.
12. Titles and Headings. Titles and headings to provisions
of this Agreement are for the purpose of reference only and
shall in no way limit, define or otherwise affect the
interpretation or construction of such provisions.
13. Binding Agreement. The rights and obligations of the
Company under this Agreement shall inure to the benefit of
and shall be binding on the successors and assigns of the
Company.
14. No Third Parties. The provisions of this Agreement
shall not inure to the benefit of any third party who is not
a signatory hereto except as otherwise provided for in
Section 13.
IN WITNESS WHEREOF, the parties have hereto executed
this Agreement as of the day and year first written above.
QUALITY DINING, INC.
/s/____________________
By: John C. Firth
Its: Executive Vice President and General Counsel
EMPLOYEE
/s/_________________
Gerald O. Fitzpatrick
EXHIBIT 10-S
NONCOMPETE AGREEMENT
THIS NONCOMPETE AGREEMENT (the "Agreement") is entered into
to be effective as of the 1st day of June, 1999, by and
between Quality Dining, Inc., an Indiana corporation
(sometimes hereinafter collectively referred to with its
affiliates as the "Company"), and David M. Findlay (the
"Employee").
Agreement
1. Employment. The parties hereto acknowledge that the
Employee's employment by the Company is an "at will"
employment and nothing in this Agreement shall in any way
limit the Company's ability to terminate Employee with or
without cause.
2. Restrictive Covenants. In consideration of the
Employee's continued employment, the right to receive a
"Change of Control" (as hereinafter defined) payment and the
mutual promises contained herein, Employee agrees and
promises that Employee will not, directly or indirectly, for
Employee or any other person, firm, corporation, entity or
business:
(a) Compete with Company. During the term of his
employment by the Company and for a period of one year after
termination of employment with the Company for any reason
own, manage, operate, control or otherwise be in any manner
affiliated or connected with, or engage or participate in
the ownership, management, operation or control of (as
principal, agent, proprietor, partner, member, shareholder,
director, trustee, officer, administrator, employee,
consultant, independent contractor, or otherwise), any
business or entity that owns or operates any full service or
quick service restaurant within 15 miles of any restaurant
owned by the Company on the last day of Employee's
employment.
(b) Employees. For a period of one year after termination
of employment by the Company, Employee shall not, directly
or indirectly, (i) induce or influence or attempt to induce
or influence, any person who is engaged as an employee,
agent, independent contractor or otherwise by the Company to
terminate his or her employment or engagement with the
Company, nor (ii) aid, assist or abet any other person,
firm, or corporation in any of the prohibited matters
identified in clause (i) of this paragraph 2(b).
3. Severability. The parties hereto intend that the
covenants contained in Section 2 shall be construed as a
series of separate covenants, one for each restaurant
operated by the Company. Except for geographic coverage,
each such separate covenant shall be deemed identical in
terms to the covenants contained in Section 2. If, in any
judicial proceeding, a court shall refuse to enforce any of
the separate covenants deemed included in this section, then
this unenforceable covenant shall be deemed eliminated from
these provisions for the purpose of those proceedings to the
extent necessary to permit the remaining separate covenants
to be enforced.
4. Proprietary and Confidential Information. The parties
hereto acknowledge and agree that proprietary and
confidential information means information or material which
is not generally available to or used by others outside the
Company or the utility or value of which is not generally
known or recognized as standard practice, whether or not the
underlying details are in the public domain. Information
and material which is considered
proprietary and confidential by the Company includes, but is
not limited to, the following:
(a) Information and material which relates to the Company's
purchasing, accounting, operating or marketing methods;
(b) Information and material related to business plans and
methods of operations or methods of doing business or
relating to marketing or expansion plans developed or to be
developed by the Company;
(c) Information and material related to the Company's
method and manner of compensating its employees;
(d) Any of the information of the type described above
which the Company obtained from another source and which the
Company treats as proprietary or designates as confidential,
whether or not owned or developed by the Company.
5. Use of Information. Employee acknowledges and
agrees that he is in a fiduciary relationship with the
Company and as a consequence of this fiduciary relationship
and the trust and confidence reposed in the Employee by the
Company, Employee will receive proprietary and confidential
information and/or trade secrets of the Company, as
previously defined in this Agreement. In partial
consideration for the mutual promises contained herein, the
Employee agrees not to directly or indirectly divulge,
publish, communicate, use to the detriment of the Company,
use for the benefit of any person, firm, corporation, or
business or misuse in any way any such proprietary and
confidential information and/or trade secrets either during
or subsequent to employment with the Company, whether or not
conceived, originated, discovered or developed in whole or
in part by Employee.
6. Availability of Injunctive Relief. The parties
acknowledge that compliance with the covenants in Sections
2, 4, and 5 is necessary to protect the business, goodwill
and proprietary interests of the Company. The parties
further agree that the remedy at law for breach of any of
the provisions of such covenants is inadequate and that the
Company shall be entitled, in addition to other such
remedies as it may have, to injunctive relief for any breach
or threatened breach of Sections 2, 4, and 5 without proof
of any actual damages that may have been or may be caused to
the Company by such breach or threatened breach.
7. Change of Control Payment.
(a) If Employee is employed by the Company at the time of
any Change of Control (as defined below) of the Company,
Employee shall be entitled to the following:
(i) within 10 days after the date of the Change of Control
be paid a lump sum payment by the Company equal to one and
one-half times the sum of (A) Employee's then current annual
salary, plus (B) the full amount of the bonus Employee was
eligible to receive for the fiscal year in which the Change
of Control occurred, assuming for purposes hereof that
Employee would have received 100% of Employee's bonus
potential.
(ii) accelerated vesting and exercisability of all
outstanding stock options and Employee shall have up to six
months after the date of the Change of Control to exercise
all operations previously granted to Employee;
(iii) accelerated vesting of all restricted shares
previously awarded to Employee free from any "Lockup Period"
that might otherwise apply pursuant to the Company's
Strategic Long Term Plan; and
(iv) continued enrollment for a period of one year in the
Company's group life and health insurance all on terms that
are no less favorable to Employee than those that were in
effect on the date of the Change of Control, whether or not
Employee remains in the employ of the Company for any or all
of such period.
(b) As used in this Agreement, "Change of Control" of the
Company means:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") (a
"Person") of beneficial ownership (within the meaning of
Rule 13d3 promulgated under the Exchange Act as in effect
from time to time) of 20% or more of either (A) the then
outstanding shares of common stock of the Company or (B) the
combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the
election of directors; provided, however, that the following
acquisitions shall not constitute an acquisition of control:
(1) any acquisition directly from the Company (excluding an
acquisition by virtue of the exercise of a conversion
privilege), (2) any acquisition by the Company, (3) any
acquisition by any employee benefit plan (or related trust)
sponsored or maintained by the Company or any corporation
controlled by the Company, (4) any acquisition by any
corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (A), (B)
and (C) of subsection (iii) of this Section 7(b) are
satisfied, or (5) any acquisition by any Person who on the
date of this Agreement is a director or officer of the
Company or is the beneficial owner of 20% or more of the
outstanding voting securities of the Company ("Affiliated
Person");
(ii) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Incumbent Board")
cease for any reason to constitute at least a majority of
the Board of Directors of the Company (the "Board");
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result of either an
actual or threatened election contest (as such terms are
used in Rule 14a-11 of Regulation 14A promulgated under the
Exchange Act) or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than
the Board; or
(iii) The Company enters into an agreement for a
reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or
consolidation, (A) more than eighty percent (80%) of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger
or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the outstanding
Company common stock and outstanding Company voting
securities immediately prior to such reorganization, merger
or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization,
merger or consolidation, of the outstanding Company stock
and outstanding Company voting securities, as the case may
be, (B) no Person (excluding the Company, any employee
benefit plan or related trust of the Company or such
corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or
consolidation, directly or indirectly, 20% or more of the
outstanding Company common stock or outstanding voting
securities, as the case may be) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation
or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors and (C) at least a majority of the
members of the board of directors of the corporation
resulting from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company or the
Company enters into an agreement for the sale or other
disposition of all or substantially all of the assets of the
Company, other than to a corporation with respect to which
following such sale or other disposition (A) more than 80%
of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the outstanding
Company common stock and outstanding Company voting
securities immediately prior to such sale or other
disposition in substantially the same proportion as their
ownership, immediately prior to such sale or other
disposition, of the outstanding Company common stock and
outstanding Company voting securities, as the case may be,
(B) no Person (excluding the Company and any employee
benefit plan or related trust of the Company or such
corporation, any Affiliated Person and any Person
beneficially owning, immediately prior to such sale or other
disposition, directly or indirectly, 20% or more of the
outstanding Company common stock or outstanding Company
voting securities, as the case may be) beneficially owns,
directly or indirectly, 20% or more of, respectively, the
then outstanding shares of common stock of such corporation
and the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors and (C) at least a majority of the
members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution
of the initial agreement or action of the Board providing
for such sale or other disposition of assets of the Company.
(v) Notwithstanding the foregoing, none of the transactions
contemplated in subsections (i), (ii), (iii) or (iv) shall
constitute a Change of Control if such transaction occurs in
connection with or as a result of a transaction subject to
Rule 13e-3 promulgated under the Exchange Act as in effect
from time to time provided that executive officers of the
Company prior to such transaction are the beneficial owners
of 75% of more of the voting securities of the Company outstanding following
such transaction.
8. Assignment. Neither this Agreement nor any right or
obligation created hereunder shall be assignable or
delegated by Employee.
9. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto pertaining to
the subject matter hereof and supersede all prior and
contemporaneous agreements and understandings of the
parties, and there are no warranties, representations or
other agreements between the parties in connection with the
subject matter hereof except as specifically set forth
herein. No supplement, modification, waiver or
termination of this Agreement shall be binding unless
executed in writing by the party to be bound thereby. No
waiver of any of the provisions of this Agreement shall be
deemed or shall constitute a waiver or continuing waiver of
any other provision hereof.
10. Partial Invalidity. In the event one or more of the
provisions contained in this Agreement, or any portion of
any such provisions, shall for any reason be held invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provision of this Agreement, or any portion of any such
provision, but the Agreement shall be construed as if such
invalid, illegal or unenforceable provision, or portion
thereof, had never been contained herein.
11. Governing Law. This Agreement and all rights,
obligations and liabilities arising hereunder shall be
construed and enforced in accordance with the laws of the
State of Indiana.
12. Titles and Headings. Titles and headings to provisions
of this Agreement are for the purpose of reference only and
shall in no way limit, define or otherwise affect the
interpretation or construction of such provisions.
13. Binding Agreement. The rights and obligations of the
Company under this Agreement shall inure to the benefit of
and shall be binding on the successors and assigns of the
Company.
14. No Third Parties. The provisions of this Agreement
shall not inure to the benefit of any third party who is not
a signatory hereto except as otherwise provided for in
Section 13.
IN WITNESS WHEREOF, the parties have hereto executed
this Agreement as of the day and year first written above.
QUALITY DINING, INC.
/s/______________________
By: John C. Firth
Its: Executive Vice President and General Counsel
EMPLOYEE
/s/______________
David M. Findlay
EXHIBIT 10-U
NONCOMPETE AGREEMENT
THIS NONCOMPETE AGREEMENT (the "Agreement") is entered into
to be effective as of the 1st day of June, 1999, by and
between Quality Dining, Inc., an Indiana corporation
(sometimes hereinafter collectively referred to with its
affiliates as the "Company"), and Robert C. Hudson (the
"Employee").
Agreement
1. Employment. The parties hereto acknowledge that
the Employee's employment by the Company is an "at will"
employment and nothing in this Agreement shall in any way
limit the Company's ability to terminate Employee with or
without cause.
2. Restrictive Covenants. In consideration of the
Employee's continued employment, the right to receive a
"Change of Control" (as hereinafter defined) payment and the
mutual promises contained herein, Employee agrees and
promises that Employee will not, directly or indirectly, for
Employee or any other person, firm, corporation, entity or
business:
(a) Compete with Company. During the term of his
employment by the Company and for a period of one year after
termination of employment with the Company for any reason
own, manage, operate, control or otherwise be in any manner
affiliated or connected with, or engage or participate in
the ownership, management, operation or control of (as
principal, agent, proprietor, partner, member, shareholder,
director, trustee, officer, administrator, employee,
consultant, independent contractor, or otherwise), any
business or entity that owns or operates any full service
restaurants within 15 miles of any Grady's restaurant owned
by the Company on the last day of Employee's employment.
(b) Employees. For a period of one year after termination
of employment by the Company, Employee shall not, directly
or indirectly, (i) induce or influence or attempt to induce
or influence, any person who is engaged as an employee,
agent, independent contractor or otherwise by the Company to
terminate his or her employment or engagement with the
Company, nor (ii) aid, assist or abet any other person,
firm, or corporation in any of the prohibited matters
identified in clause (i) of this paragraph 2(b).
3. Severability. The parties hereto intend that the
covenants contained in Section 2 shall be construed as a
series of separate covenants, one for each restaurant
operated by the Company. Except for geographic coverage,
each such separate covenant shall be deemed identical in
terms to the covenants contained in Section 2. If, in any
judicial proceeding, a court shall refuse to enforce any of
the separate covenants deemed included in this section, then
this unenforceable covenant shall be deemed eliminated from
these provisions for the purpose of those proceedings to the
extent necessary to permit the remaining separate covenants
to be enforced.
4. Proprietary and Confidential Information. The parties
hereto acknowledge and agree that proprietary and
confidential information means information or material which
is not generally available to or used by others outside the
Company or the utility or value of which is not generally
known or recognized as standard practice, whether or not the
underlying details are in the public domain. Information
and material which is considered proprietary and
confidential by the Company includes, but is not limited to,
the following:
(a) Information and material which relates to the Company's
purchasing, accounting, operating or marketing methods;
(b) Information and material related to business plans and
methods of operations or methods of doing business or
relating to
marketing or expansion plans developed or to be developed by
the Company;
(c) Information and material related to the Company's
method and manner of compensating its employees;
(d) Any of the information of the type described above
which the Company obtained from another source and which the
Company treats as proprietary or designates as confidential,
whether or not owned or developed by the Company.
5. Use of Information. Employee acknowledges and
agrees that he is in a fiduciary relationship with the
Company and as a consequence of this fiduciary relationship
and the trust and confidence reposed in the Employee by the
Company, Employee will receive proprietary and confidential
information and/or trade secrets of the Company, as
previously defined in this Agreement. In partial
consideration for the mutual promises contained herein, the
Employee agrees not to directly or indirectly divulge,
publish, communicate, use to the detriment of the Company,
use for the benefit of any person, firm, corporation, or
business or misuse in any way any such proprietary and
confidential information and/or trade secrets either during
or subsequent to employment with the Company, whether or not
conceived, originated, discovered or developed in whole or
in part by Employee.
6. Availability of Injunctive Relief. The parties
acknowledge that compliance with the covenants in Sections
2, 4, and 5 is necessary to protect the business, goodwill
and proprietary interests of the Company. The parties
further agree that the remedy at law for breach of any of
the provisions of such covenants is inadequate and that the
Company shall be entitled, in addition to other such
remedies as it may have, to injunctive relief for any breach
or threatened breach of Sections 2, 4, and 5 without proof
of any actual damages that may have been or may be caused to
the Company by such breach or threatened breach.
7. Change of Control Payment.
(a) If Employee is employed by the Company at the time of
any Change of Control (as defined below) of the Company,
Employee shall be entitled to the following:
(i) within 10 days after the date of the Change of Control
be paid a lump sum payment by the Company equal to the sum
of Employee's then current annual salary, plus the full
amount of the bonus Employee was eligible to receive for the
fiscal year in which the Change of Control occurred,
assuming for purposes hereof that Employee would have
received 100% of Employee's bonus potential.
(ii) accelerated vesting and exercisability of all
outstanding stock options and Employee shall have up to six
months after the date of the Change of Control to exercise
all operations previously granted to Employee;
(iii) accelerated vesting of all restricted shares
previously awarded to Employee free from any "Lockup Period"
that might otherwise apply pursuant to the Company's
Strategic Long Term Plan; and
(iv) continued enrollment for a period of six months in the
Company's group life and health insurance all on terms that
are no less favorable to Employee than those that were in
effect on the date of the Change of Control, whether or not
Employee remains in the employ of the Company for any or all of such
period.
(b) As used in this Agreement, "Change of Control" of the
Company means:
(i) The acquisition by any individual, entity or group
(within the meaning of Section 13(d)(3) or 14(d)(2) of the
Securities Exchange Act of 1934, as amended (the "Exchange
Act") (a "Person") of beneficial ownership (within the
meaning of Rule 13d3 promulgated under the Exchange Act as
in effect from time to time) of 20% or more of either (A)
the then outstanding shares of common stock of the Company
or (B) the combined voting power of the then outstanding
voting securities of the Company entitled to vote generally
in the election of directors; provided, however, that the
following acquisitions shall not constitute an acquisition
of control: (1) any acquisition directly from the Company
(excluding an acquisition by virtue of the exercise of a
conversion privilege), (2) any acquisition by the Company,
(3) any acquisition by any employee benefit plan (or related
trust) sponsored or maintained by the Company or any
corporation controlled by the Company, (4) any acquisition
by any corporation pursuant to a reorganization, merger or
consolidation, if, following such reorganization, merger or
consolidation, the conditions described in clauses (A), (B)
and (C) of subsection (iii) of this Section 7(b) are
satisfied, or (5) any acquisition by any Person who on the
date of this Agreement is a director or officer of the
Company or is the beneficial owner of 20% or more of the
outstanding voting securities of the Company ("Affiliated
Person");
(ii) Individuals who, as of the date hereof, constitute the
Board of Directors of the Company (the "Incumbent Board")
cease for any reason to constitute at least a majority of
the Board of Directors of the Company (the "Board");
provided, however, that any individual becoming a director
subsequent to the date hereof whose election, or nomination
for election by the Company's shareholders, was approved by
a vote of at least a majority of the directors then
comprising the Incumbent Board shall be considered as though
such individual were a member of the Incumbent Board, but
excluding, for this purpose, any such individual whose
initial assumption of office occurs as a result
of either an actual or threatened election contest (as such
terms are used in Rule 14a-11 of Regulation 14A promulgated
under the Exchange Act) or other actual or threatened
solicitation of proxies or consents by or on behalf of a
Person other than the Board; or
(iii) The Company enters into an agreement for a
reorganization, merger or consolidation, in each case,
unless, following such reorganization, merger or
consolidation, (A) more than eighty percent (80%) of,
respectively, the then outstanding shares of common stock of
the corporation resulting from such reorganization, merger
or consolidation and the combined voting power of the then
outstanding voting securities of such corporation entitled
to vote generally in the election of directors is then
beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the outstanding
Company common stock and outstanding Company voting
securities immediately prior to such reorganization, merger
or consolidation in substantially the same proportions as
their ownership, immediately prior to such reorganization,
merger or consolidation, of the outstanding Company stock
and outstanding Company voting securities, as the case may
be, (B) no Person (excluding the Company, any employee
benefit plan or related trust of the Company or such
corporation resulting from such reorganization, merger or
consolidation and any Person beneficially owning,
immediately prior to such reorganization, merger or
consolidation, directly or indirectly, 20% or more of the
outstanding Company common stock or outstanding voting
securities, as the case may be) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of the corporation
resulting from such reorganization, merger or consolidation
or the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors and (C) at least a majority of the
members of the board of directors of the corporation
resulting from such reorganization, merger or consolidation
were members of the Incumbent Board at the time of the
execution of the initial agreement providing for such
reorganization, merger or consolidation; or
(iv) Approval by the shareholders of the Company of a
complete liquidation or dissolution of the Company or the
Company enters into an agreement for the sale or other
disposition of all or substantially all of the assets of the
Company, other than to a corporation with respect to which
following such sale or other disposition (A) more than 80%
of, respectively, the then outstanding shares of common
stock of such corporation and the combined voting power of
the then outstanding voting securities of such corporation
entitled to vote generally in the election of directors is
then beneficially owned, directly or indirectly, by all or
substantially all of the individuals and entities who were
the beneficial owners, respectively, of the outstanding
Company common stock and outstanding Company voting securities
immediately prior to such sale or other disposition in
substantially the same proportion as their ownership,
immediately prior to such sale or other disposition, of the
outstanding Company common stock and outstanding Company
voting securities, as the case may be, (B) no Person
(excluding the Company and any employee benefit plan or
related trust of the Company or such corporation, any
Affiliated Person and any Person beneficially owning,
immediately prior to such sale or other disposition,
directly or indirectly, 20% or more of the outstanding
Company common stock or outstanding Company voting
securities, as the case may be) beneficially owns, directly
or indirectly, 20% or more of, respectively, the then
outstanding shares of common stock of such corporation and
the combined voting power of the then outstanding voting
securities of such corporation entitled to vote generally in
the election of directors and (C) at least a majority of the
members of the board of directors of such corporation were
members of the Incumbent Board at the time of the execution
of the initial agreement or action of the Board providing
for such sale or other disposition of assets of the Company.
(v) Notwithstanding the foregoing, none of the transactions
contemplated in subsections (i), (ii), (iii) or (iv) shall
constitute a Change of Control if such transaction occurs in
connection with or as a result of a transaction subject to
Rule 13e-3 promulgated under the Exchange Act as in effect
from time to time provided that executive officers of the
Company prior to such transaction are the beneficial owners
of 75% of more of the voting securities of the Company
outstanding following such transaction.
8. Assignment. Neither this Agreement nor any right or
obligation created hereunder shall be assignable or
delegated by Employee.
9. Entire Agreement. This Agreement constitutes the
entire agreement between the parties hereto pertaining to the
subject matter hereof and supersede all prior and
contemporaneous agreements and understandings of the
parties, and there are no warranties, representations or
other agreements between the parties in connection with the
subject matter hereof except as specifically set forth
herein. No supplement, modification, waiver or termination
of this Agreement shall be binding unless executed in
writing by the party to be bound thereby. No waiver of any
of the provisions of this Agreement shall be deemed or shall
constitute a waiver or continuing waiver of any other
provision hereof.
10. Partial Invalidity. In the event one or more of the
provisions contained in this Agreement, or any portion of
any such provisions, shall for any reason be held invalid,
illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other
provision of this Agreement, or any portion of any such
provision, but the Agreement shall be construed as if such
invalid, illegal or unenforceable provision, or
portion thereof, had never been contained herein.
11. Governing Law. This Agreement and all rights,
obligations and liabilities arising hereunder shall be
construed and enforced in accordance with the laws of the
State of Indiana.
12. Titles and Headings. Titles and headings to provisions
of this Agreement are for the purpose of reference only and
shall in no way limit, define or otherwise affect the
interpretation or construction of such provisions.
13. Binding Agreement. The rights and obligations of the
Company under this Agreement shall inure to the benefit of
and shall be binding on the successors and assigns of the
Company.
14. No Third Parties. The provisions of this Agreement
shall not inure to the benefit of any third party who is not
a signatory hereto except as otherwise provided for in
IN WITNESS WHEREOF, the parties have hereto executed
this Agreement as of the day and year first written above.
QUALITY DINING, INC.
/s/_____________________
By: John C. Firth
Its: Executive Vice President and General Counsel
EMPLOYEE
/s/______________
Robert C. Hudson