California Culinary Academy Inc. Contracts
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Employment Agreement - California Culinary Academy Inc. and Keith Keogh
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[LETTERHEAD]
May 31, 1995
Mr. Keith Keogh
1166 Crescent Bay Boulevard
Clermont, Florida 34711
Dear Keith:
As we discussed, this letter will set forth the terms of your employment as an
officer of California Culinary Academy, Inc. ("CCA").
1) You will be a corporate officer with the title of Executive Vice President
and Chief Operating Officer. You will be a key member of senior management
and will help formulate and execute corporate policies and overall
strategic direction for CCA. Your duties will also include: (1) overall
supervision and management of the faculty including all full-time and
adjunct chef and related subject instructors; (2) developing and revising
educational curricula in conjunction with the action team assigned to the
task; (3) educational matters, including assisting in developing continuing
education and consumer education and professional courses; (4) overall
management and profit center responsibility for all of CCA's restaurant and
food and beverage operations; (5) purchasing of all food, beverages and
smallwares; 6) as time permits, you may teach at the CCA; 7) active
assistance in the CCA's retail and product licensing program as requested,
including giving and organizing chef demonstrations, meeting with
manufacturers, distributors and retailers and having the faculty assist in
product evaluations and selections; 8) active participation in the CCA's
media and publishing program as requested, including organizing the faculty
to work with you to create books, tapes and CD-ROM's to be commercially
published in both the text book and trade markets; 9) actively assisting in
developing new businesses such as commercial catering and baking; 10)
assisting, as appropriate, in alumni events, recruiting new students, and
retention of existing students; 11) actively assisting with industry
organizations including ACF matters, such as being approved for
certification programs including the Certified Master Chef examination.
You will also undertake other duties that may be assigned to you from time
to time by the President and the Board of Directors of CCA.
2) You will report directly to the President and Chief Executive Officer who
will be responsible for your performance and compensation reviews.
<PAGE>
Mr. Keith Keogh
May 31, 1995
Page Two
3) You agree, as reasonably requested, and as part of your duties, to act as a
spokesperson for the CCA, including making live personal appearances and
performances for video taping, photography for books, television, video,
CD-ROM programs and all other media and derivative products. As part of
your duties, your name, likeness, image, biography, quotes and narrative
statements attributed to (and reasonably approved by) you may be used in
books, tapes, CD-ROM, TV and video programs and ancillary and derivative
products. Also, CCA and its authorized agents can use, reproduce, print,
publish and broadcast your picture, likeness, voice, signature and
biographical material for sale, promotion, advertising and trade purposes
in connection with, and in endorsement for, books, television and video
programs, CD-ROM and all other media, including ancillary and derivative
products. Those rights can be exercised by CCA for the entire period of
the copyright of any product utilizing such rights, regardless of your
employment status with CCA.
4) Your employment will commence on the date you select, but no later than
June 30, 1995. Your office will be in the corporate headquarters of CCA in
San Francisco. While you are employed by CCA, you agree to devote your
full productive time, energies and abilities to its affairs. Your
employment is "at will" and thus is for no definite term. Employment may
be terminated either by CCA or by you at any time, with or without cause.
However if your termination is without cause, you will receive three months
base salary and medical insurance benefits as severance pay. Grounds for
termination "for cause" include but are not limited to one of the
following: a willful material breach of duty, habitual neglect of duty, or
action or inaction which places CCA in circumstances of financial peril.
Notwithstanding the above, if CCA is sold or if neither the present
Chairman or President are in those positions at CCA and you are terminated
without cause, then you will receive two years of base salary plus
continuing medical insurance benefits as severance pay.
5) For all of the services to be rendered by you and all the rights granted to
CCA by you, your base salary will be $160,000 per annum, paid biweekly as
are salaries of other employees of CCA. Within ten days of your commencing
full time employment, the Board of Directors will grant you stock options
under the CCA's stock option plan to purchase shares at their fair market
value on the date of grant. The options will be for 60,000 (sixty
thousand) shares of stock.
<PAGE>
Mr. Keith Keogh
May 31, 1995
Page Three
Vesting will be 30,000 (thirty thousand) on the grant date and 30,000
(thirty thousand) one year from the grant date (assuming you are still
employed by the CCA). The options will expire five years from the date of
grant.
You will have the opportunity to receive additional options on the
following basis: on June 19, 1996 and on June 19, 1997 the total Stock
Market Value of the Company will be calculated. Stock Market Value is the
number of CCA common shares issued and outstanding times the reported
market value of the common stock on NASDAQ as of the market close on that
day (or if that day is a holiday or weekend the value of the last previous
day the market was open). That Stock Market Value shall be subtracted from
the Stock Market Value on the same day the previous year. If the Stock
Market Value for the current year is higher, you will receive additional
stock options, at the then current fair market value, expiring in five
years and vesting fifty percent on date of grant and fifty percent one year
later. The number of options will be calculated by multiplying the
percentage difference between the Stock Market Values, times 60,000. (In
other words, if the Stock Market Value were 100% higher, you would receive
options to purchase 60,000 shares of stock.)
6) You and your wife and dependent children will be eligible, subject to any
qualifications required under CCA's insurance plans, to be covered under
the employee health insurance plan and group life insurance plan of CCA.
Terms and conditions of your participation will be the same as those for
other management employees. Under its current policy CCA will pay all of
the premiums. Provided you qualify for coverage as a non-smoker in
excellent health, the CCA will pay the entire premium on a $400,000 term
life policy where you designate the beneficiary. You can pay for
additional coverage if you wish. You will be eligible for four weeks
vacation per annum, under the terms and conditions of CCA's vacation
policies. The Company will also pay for your monthly parking at the Opera
Plaza Garage.
7) In addition, subject to policies established from time to time and approved
by the President or Chairman of the Board, you will be reimbursed for
pre-approved out of pocket expenses such as travel and entertainment,
participation in educational events, and professional seminars.
<PAGE>
Mr. Keith Keogh
May 31, 1995
Page Four
8) The CCA will assist you and your family in the following ways in relocating
to the San Francisco Bay Area, which they will do within six months of
commencement of your employment: 1) CCA will pay for one round trip,
economy class tickets for your wife and two daughters, plus $1,000.00 to
help cover other expenses to visit the Bay Area, plus one way economy class
tickets when they relocate; 2) CCA will pay for three round trip,
economy class tickets for you to visit Florida during the first seven
months of employment; 3) CCA will pay your out of pocket expenses (up to a
maximum of $15,000) to pack, move and unpack your household effects to move
them to San Francisco from Florida.
9) The above and all other benefits will be administered as described in the
Personnel Policy Manual which you have received.
10) You can participate as Captain or Manager of the U.S. Culinary Olympic Team
during the rest of 1995 and during 1996, (and thereafter on terms approved
by the Board of Directors). Training is done once a month from late Friday
through noon Monday. CCA (without having any obligation to contribute
money) will work with you to attempt to facilitate the relocation of the
Culinary Olympics headquarters to the San Francisco Bay Area. The CCA will
make its facilities available to the Team on a reasonable basis. You can
also participate in the Cook's World Tour event organized by WACF from July
9-19, 1996.
11) In the course of your employment you will have access to records and data
pertaining to CCA. Such information is considered confidential and
proprietary. Therefore, during your employment and thereafter, you will
not disclose any such information to any third party except as required in
the course of your employment with CCA.
12) This letter contains our entire agreement and supersedes all prior oral and
written agreements, understandings and commitments. No amendments to this
agreement may be made except in writing sign by both parties.
<PAGE>
Mr. Keith Keogh
May 31, 1995
Page Five
13) Formation, construction and performance of this agreement shall be
construed in accordance with the laws of the State of California.
If this letter is agreeable to you, would you please sign the enclosed copy and
return it to me.
I and the others at our company are confident that you will make a substantial
and meaningful contribution to CCA. We all look forward to working with you.
Sincerely,
CALIFORNIA CULINARY ACADEMY, INC.
By: /s/ Alexander M. Hehmeyer
-------------------------
Alexander M. Hehmeyer
President and Chief Executive Officer
AGREED:
/s/ Keith Keogh Date: June 7, 1995
-------------------------- ---
Keith Keogh