Employment Agreement [Amendment] - NE Restaurant Co. LP, NE Restaurant (Glastonbury) LP, NE Restaurant (Cambridge) LP, NE Restaurant Co. Inc., NE Restaurant (Connecticut) Inc., NE Restaurant (Cambridge) Inc. and Dennis Pedra
AMENDMENT TO EMPLOYMENT AGREEMENT
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This Amendment entered into as of this 31st day of December, 1993 by and
between NE Restaurant Company Limited Partnership, NE Restaurant (Glastonbury)
Limited Partnership and NE Restaurant (Cambridge) Limited Partnership
(collectively, the "Partnerships"); the respective general partners of the
Partnerships, NE Restaurant Company, Inc. ("NERC"), NE Restaurant (Connecticut),
Inc. and NE Restaurant (Cambridge), Inc. (collectively, the "General Partners");
and Dennis Pedra (the "Employee").
WHEREAS, the Partnerships, the General Partners and the Employee have
entered into an Employment Agreement, dated as of September 30, 1991 (the
"Employment Agreement");
WHEREAS, the Partnerships have been reorganized, effective as of the date
hereof, such that NERC owns all of the partnership interests in the Partnerships
and the business of the Partnerships will hereinafter be conducted by NERC; and
WHEREAS, the Partnerships, the General Partners and the Employee wish to
amend the Employment Agreement such that NERC is the Employer as defined therein
and otherwise as hereinafter set forth;
NOW THEREFORE, for good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto hereby agree as
follows:
1. The Employment Agreement is hereby amended to substitute NERC for the
Partnerships and the General Partners as parties to the Employment Agreement
and, in connection therewith, to change the term "Employers" throughout the
Employment Agreement to "Employer" and such term shall hereinafter be defined to
mean "NE Restaurant Company, Inc., its successors and assigns."
2. The Partnerships and the General Partners (other than NERC) are hereby
released from all obligations and liabilities under the Employment Agreement and
NERC hereby assumes all obligations and liabilities of each of the Partnerships
and the General Partners under the Employment Agreement.
3. The Employee hereby acknowledges and agrees that, in consideration of
the 7.34% interest in the Partnerships issued to him by the Partnerships which
has been converted into 7.34% of the issued and outstanding common stock of NERC
in connection with the reorganization, he is not entitled to any further
Incentive Interest or other interest in the Partnerships as provided in Section
5 of the Employment Agreement and, therefore, Section 5 of the Employment
Agreement is hereby deleted in its entirety.
4. Section 6 of the Employment Agreement is hereby deleted in its entirety
and the rights of repurchase with respect to the common stock of NERC held by
the Employee shall be
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governed by the Stockholder Agreement, dated as of the date hereof, among the
stockholders of NERC, including the Employee.
5. Except as provided herein, all terms and provisions of the Employment
Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have hereunto set their hands as of the
date first above written.
NE RESTAURANT COMPANY, INC.
on its own behalf and, as general partner,
on behalf of NE Restaurant Company
Limited Partnership
By: /s/ Paul Hoagland
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Paul Hoagland, Vice President
NE RESTAURANT(CAMBRIDGE), INC.
on its own behalf and, as general partner,
on behalf of NE Restaurant (Cambridge)
Limited Partners
By: /s/ Paul Hoagland
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Paul Hoagland, Vice President
NE RESTAURANT (CONNECTICUT), INC.
on its own behalf and, as general partner,
on behalf of NE Restaurant (Glastonbury) Limited
Partnership
By: /s/ Paul Hoagland
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Paul Hoagland, Vice President
/s/ Dennis Pedra
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Dennis Pedra
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