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Consulting Agreement - Rubio's Restaurants Inc. and Jack Goodall

Consulting Forms


                            RUBIO'S RESTAURANTS, INC.

                              CONSULTING AGREEMENT

         THIS CONSULTING AGREEMENT (this "Agreement") is made and entered into
as of the 25th day of October, 2001 (the "Effective Date") by and between
RUBIO'S RESTAURANTS, INC., a Delaware corporation (the "Company"), and JACK
GOODALL ("Consultant"). The Company desires to retain Consultant as an
independent contractor to perform consulting services for the Company and
Consultant is willing to perform such services, on the terms set forth below. In
consideration of the mutual promises contained herein, the parties agree as
follows:

1.       SERVICES AND COMPENSATION

         A. The Company agrees to engage Consultant, and Consultant agrees to
provide services to the Company, under the terms and conditions herein provided.
Consultant agrees to serve the Company by advising and consulting with the
Company's President and Chief Executive Officer, including consultation in the
following principal areas:

         - market rationalization;

         - marketing review; and

         - real estate review.

         Consultant will report to the Company's Board of Directors concerning
the second and third items indicated above (marketing review and real estate
review).

         B. The Company shall compensate Consultant for his services hereunder
by granting to Consultant Non-Statutory Stock Options to purchase an aggregate
of 50,000 shares of Common Stock of the Company. Twenty-five thousand (25,000)
options will be granted on the date of this Agreement pursuant to the Company's
1999 Stock Incentive Plan and the remaining 25,000 options will be granted on
the date of this agreement outside of the 1999 Stock Incentive Plan
(collectively, the "Options"). The Options will be subject to approval by the
Company's Board of Directors or Compensation Committee, as applicable.
Consultant understands: (i) that the first 25,000 Options shall be immediately
exercisable; (ii) the second 25,000 Options shall become exercisable on the six
(6)-month anniversary of the Effective Date if, and only if, this Agreement has
not been terminated before such date; and (iii) in the event of any conflict
between the terms hereof and the Options, the terms of the Options shall govern.

         The Company shall reimburse Consultant for pre-approved and reasonable
expenses, such as telephone, travel and lodging expenses, incurred by Consultant
at the Company's request, consistent with the Company's general policies for
employee/consultant expenses.

2.       OWNERSHIP AND ASSIGNMENT OF IDEAS

         A. Consultant will promptly and fully disclose and assign to the
Company all Ideas (defined below) made by Consultant (either alone or jointly
with others) resulting from or arising out of services hereunder. All such Ideas
will be the sole property of the Company. Consultant represents and warrants
that Consultant has no obligations to any third party which prohibit or restrict
the right to assign to the Company exclusive right, title and interest in and to
any and all Ideas made by Consultant resulting from or arising out of services
hereunder. Consultant agrees to assist the Company at Company's expense, and to
execute any further documents that are necessary or appropriate, to obtain,
maintain, or enforce patents on any Inventions described above in the United
States and elsewhere.

         B. As used in this Agreement, the term "Ideas" means any and all
inventions, discoveries, designs, formulas, technology, improvements, trade
secrets, results of experiments, processes, techniques and know-how, whether or
not patentable, which result from or arise out of services rendered to the
Company and are invented, conceived, discovered, developed or reduced to
practice by Consultant, either alone or jointly with others.

3.       CONFLICTING OBLIGATIONS

         Consultant certifies that Consultant has no outstanding agreement or
obligation that is in conflict with any of the provisions of this Agreement, or
that would preclude Consultant from fully complying with the provisions hereof,
and further certifies that Consultant will not enter into such conflicting
agreement during the term of this Agreement. During the term of this Agreement,
Consultant will not improperly use or disclose any confidential information or
trade secrets, if any, of any former employer or any other person to whom
Consultant has an obligation of confidentiality, and Consultant will not bring
onto the premises of the Company any unpublished documents or any property
belonging to any former employer or any other person to whom Consultant has an
obligation of confidentiality. Consultant will use in the performance of his
duties only information which is generally known and used by persons with
training and

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<PAGE>
                                                                   EXHIBIT 10.49

experience comparable to my own, which is common knowledge in the industry or
otherwise legally in the public domain, or which is otherwise provided or
developed by the Company.

4.       TERM AND TERMINATION

         This Agreement shall be effective as of the Effective Date and shall
continue until Consultant's services and reports contemplated hereby shall have
been completed and delivered to the Company's satisfaction, which Consultant
agrees shall be for a period not less than six (6) months but may extend to one
(1) year or longer. No additional consideration other than the grant of the
Options as set forth in Section 1(b) above shall be paid to Consultant as a
result of any extension of this Agreement, unless expressly agreed to in writing
by both parties.

         Notwithstanding the foregoing, the Company may terminate this Agreement
for any reason or no reason upon giving three (3) days prior written notice
thereof to Consultant. The Company may terminate this Agreement immediately and
without prior notice if Consultant refuses to or is unable to perform the
services hereunder or is in breach of any material provision of this Agreement.
Upon such termination all rights and duties of the parties toward each other
shall cease except Sections 3, 5, 7, 8 and 9 shall survive termination or
expiration of this Agreement.

5.       INDEPENDENT CONTRACTOR

         Nothing in this Agreement shall in any way be construed to constitute
Consultant as an agent, employee or representative of the Company, but
Consultant shall perform the services hereunder as an independent contractor.
Consultant acknowledges and agrees that Consultant is obligated to report as
income all compensation received by Consultant pursuant to this Agreement, and
Consultant acknowledges the obligation to pay all self-employment and other
taxes thereon and that he will not be eligible for any employee benefits.
Consultant further agrees to indemnify the Company and hold it harmless to the
extent of any obligation imposed on the Company: (i) to pay withholding taxes or
similar items; or (ii) resulting from Consultant's being determined not to be an
independent contractor.

6.       NO AFFECT ON DIRECTOR STATUS; RELATED MATTERS

         Nothing in this Agreement shall in any way affect Consultant's status
as a member of the Company's Board of Directors or be construed to grant
Consultant the right to continue to serve as a director of the Company. The
consideration for Consultant's services hereunder shall be in addition to, and
not in lieu of, any compensation that may be paid to Consultant for his services
as a director. Consultant understands that the terms of this Agreement and the
Option may be required to be disclosed in, or filed as exhibits to, the
Company's annual proxy statement or other reports filed publicly with the U.S.
Securities and Exchange Commission.

7.       EQUITABLE RELIEF

         It is recognized and acknowledged by Consultant that a breach of the
covenants contained in Sections 2 or 3 will cause irreparable damage to Company
and its goodwill, the exact amount of which will be difficult or impossible to
ascertain, and that the remedies at law for any such breach will be inadequate.
Accordingly, Consultant agrees that in the event of a breach of any of the
covenants contained in Sections 2 or 3, in addition to any other remedy which
may be available at law or in equity, the Company will be entitled to specific
performance and injunctive relief.

8.       ARBITRATION

         Any dispute or controversy arising under, out of, in connection with or
in relation to this Agreement and Consultant's services to the Company or
termination by the Company shall be determined and settled by final and binding
arbitration in San Diego County, California in accordance with the rules and
procedures of the American Arbitration Association, and judgment upon the award
may be entered in any court having jurisdiction thereof.

9.       MISCELLANEOUS

         This Agreement and the attached Option contain the entire agreement
between the parties and supersedes all preexisting agreements between them
respecting its subject matter. Modification of this Agreement shall only be
binding if made in writing and signed by both parties. If any provision of this
Agreement shall be held illegal or unenforceable, the validity, legality, or
enforceability of the remaining provisions of this Agreement shall not in any
way be affected or impaired thereby. The rights and obligations of the Company
under this Agreement shall inure to the benefit of and shall be binding upon its
subsidiaries, successors and assigns. Consultant shall not be entitled to assign
any of his rights or obligations under this Agreement. In the event of any
litigation concerning any controversy, claim, or dispute between the parties
hereto, arising out of or relating to this Agreement, the breach hereof, or the
interpretation hereof, the prevailing party shall be entitled to recover from
the other party expenses, including reasonable attorney fees, and costs incurred
therein. This Agreement shall be governed and construed in accordance with the
laws of the

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<PAGE>
                                                                   EXHIBIT 10.49

State of California, without regard to the laws that might be applicable under
conflicts of laws principles. Consultant has engaged his own legal counsel and
other advisors in connection with this Agreement, or has had the opportunity to
do so and has freely elected not to. Consultant acknowledges that the Company's
outside legal counsel in connection with this Agreement has represented solely
the Company, and has not represented Consultant in connection with the
preparation and negotiation of this Agreement.

         IN WITNESS WHEREOF, the parties hereto have caused to be executed or
executed this CONSULTING AGREEMENT as of the day and year first above written.

         Consultant:                     The Company:

                                         RUBIO'S RESTAURANTS, INC.,
                                         a Delaware corporation

Signature: /s/ JACK GOODALL              By:/s/ RAPLH RUBIO
           ----------------              -----------------------
Name:      JACK GOODALL                  Name:  Ralph Rubio
                                         Title:  CEO and President
Address:                                 Address: 1902 Wright Place, Suite 300
        -------------------                       Carlsbad, CA 92008

        -------------------

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