Employment Agreement [Amendment No. 1] - Richard M. Frank and ShowBiz Pizza Time Inc.
AMENDMENT NO. 1 TO THE
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
BY AND BETWEEN RICHARD M. FRANK AND
SHOWBIZ PIZZA TIME, INC.
This Amendment No. 1 (the "Amendment") is executed as of this
19th day of July, 1996, by and between Richard M. Frank
("Employee") and ShowBiz Pizza Time, Inc., a Kansas corporation
("Employer").
RECITALS:
WHEREAS, on April 14, 1993, Employee and Employer entered into
that certain Amended and Restated Employment Agreement, which was
effective as of January 2, 1993 (the "Agreement"), whereby the
Employee agreed to serve as Chairman of the Board and Chief
Executive Officer of the Employer through the last day of the
fiscal year of the Employer ending on or about December 31, 1977;
and
WHEREAS, pursuant to the terms of said Agreement, Employee was
granted 414,508 shares of common stock of the Employer under the
Employer's Stock Grant Plan, such grant to vest at a rate of 20,725
shares for each fiscal quarter of the Employer during the term of
the Agreement, except for 20,733 shares that would vest on the last
day of the fiscal quarter of the Employer ending on or about
December 31, 1997; and
WHEREAS, pursuant to an instrument dated March 31, 1995, the
Employee forfeited 60,000 shares of the Employer's common stock
that had not yet vested pursuant to the grant made under the
Agreement, such forfeiture to occur in increments of 5,000 shares
per calendar quarter commencing on March 31, 1995 and running
through the remaining term of the Agreement; and
WHEREAS, Employer desires to amend said Agreement to provide
extended health benefit coverage for Employee and his family beyond
the term of the Agreement; and
WHEREAS, Employee is willing to reduce the monthly automobile
allowance he is entitled to under the Agreement by an amount of
Four Hundred Dollars ($400.00) per month:
AGREEMENT
NOW, THEREFORE, in consideration of the reduction in
Employee's monthly automobile allowance, together with the above-mentioned
forfeiture of 60,000 shares of common stock of the Employer that were
unvested under the Agreement and other good and
valuable consideration, the receipt and sufficiency of which is
hereby acknowledged, the Agreement is hereby amended in the
following respects:
(1) Paragraph 8 is hereby amended to read as follows:
"8. Automobile. Employer shall pay to Employee the
sum of Nine Hundred Dollars ($900.00) per month (subject
to adjustment from time to time in direct proportion to
generally applicable adjustment by the Company to its
automobile allowances) to reimburse Employee for the use
of Employee's automobile in the performance of his duties
under this Agreement and Employer shall further pay
directly or by reimbursement to Employee (as Employer and
Employee may from time to time agree) the premiums upon
a policy of collision and liability insurance covering
such automobile. All other costs and expenses incurred
in the operation and maintenance of Employee's
automobile, including but not limited to the cost of all
fuel, oil, maintenance and repairs, shall be paid solely
by Employee."
(2) A new paragraph 27 is added to read as follows:
"27. Continuation of Health Benefit Coverage. Upon
the termination of Employee's employment for any reason,
including a termination due to the expiration of the
Initial Term of this Agreement or any renewal thereof,
Employer shall provide Employee and his family the
health, medical, hospitalization and dental insurance
coverage and/or cost reimbursement benefits set forth in
Section 11 hereof, for a period not to exceed the earlier
of (I) five (5) years or (ii) the date on which Employee
and his family become covered under a policy or plan paid
for by a new employer of Employee providing substantially
similar coverage and benefits. In the event Employee's
employment terminates and this Section 27 becomes
effective, and thereafter Employee dies while the
benefits provided herein are still in effect, such
benefits shall continue for Employee's family until five
(5) years have passed following his termination of
employment. The benefits set forth under this Section 27
shall be provided in addition to any other payments,
benefits or compensation, if any, to which Employee, his
estate or his designated beneficiary is entitled due to
his termination of employment as set forth in this
Agreement."
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IN WITNESS WHEREOF, the parties have executed this Amendment
No. 1 effective as of August 1, 1996.
EMPLOYER:
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SHOWBIZ PIZZA TIME, INC.
By: /s/ Michael H. Magusiak
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EMPLOYEE:
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/s/ Richard M. Frank
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Richard M. Frank
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