BJ'S RESTAURANTS, IN

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BJS RESTAURANTS INC : Entry into a Material Definitive Agreement, Change in Directors or Principal Officers (form 8-K)

01/04/2022 | 03:05pm

Item 1.01 Entry into a Material Definitive Agreement.



(a)



Gregory A. Trojan Consulting Agreement



As previously announced, effective September 1, 2021, Gregory A. Trojan retired
as Chief Executive Officer of BJ's Restaurants, Inc. (the "Company"). Pursuant
to the terms of his employment agreement, he remained an employee through
December 31, 2021. Effective January 1, 2022, the Company entered into a
Consulting Agreement with Mr. Trojan pursuant to which, in addition to any
non-employee director fees to which he is entitled as a non-employee director,
he will receive a consulting fee of $1,000 per month for consulting services as
may be mutually agreed. In the event that such services are expected to exceed
more than four hours per month, an appropriate daily fee will be negotiated. The
Company also agreed to provide Mr. Trojan and his spouse with continued group
health insurance coverage (or continuation coverage under COBRA) until the
termination of the Consulting Agreement or, other than in the case of his
voluntary resignation from the Board or his termination of the Consulting
Agreement, until Mr. Trojan's sixty-fifth birthday (May 2024).



The Consulting Agreement shall remain in effect until the earlier of (i)
voluntary resignation by Mr. Trojan as a member of the Board of Director's, (ii)
thirty (30) days following delivery of notice of termination by Mr. Trojan or by
the Company, (iii) immediately upon Mr. Trojan's death or disability, or (iv)
January 31, 2024; provided, however, that unless otherwise consented by Mr.
Trojan
in writing, the Company will not terminate pursuant to clause (ii) above
prior to January 31, 2024.



Finally, with respect to any outstanding options granted to Mr. Trojan prior to
September 1, 2021, the Company (i) extended the exercise period of such options
to the end of the term of such options (i.e. 10 years following the grant date),
and (ii) agreed to accelerate vesting of such options in full in the event of
Mr. Trojan's death or disability.



Change in Director Compensation



In the fourth quarter of 2021, the Compensation Committee of the Board of
Directors conducted its periodic review of non-employee director compensation.
Effective January 1, 2022, the Board of Directors, upon the recommendation of
the Compensation Committee and its compensation consultant, approved the
following amended compensation for non-employee directors:




· an annual cash retainer of $65,000, payable in quarterly installments;




· an additional annual cash retainer of $10,000 for members of the Audit
Committee, $8,500 for members of the Compensation Committee, and
$6,500 for members of the Governance and Nominating Committee, payable
in quarterly installments;




· an additional annual cash retainer of $20,000, $14,000 and $12,000,
respectively, for the chairs of the Audit Committee, Compensation
Committee, and Governance and Nominating Committee, payable in
quarterly installments;




· an additional annual cash retainer of $25,000 to our Lead Independent
Director, payable in quarterly installments;




· an additional annual cash retainer of $75,000 to any non-employee
Chairman of the Board, payable in quarterly installments;




· an annual restricted stock unit award of $110,000, in fair market
value on the date of grant, which vest ratably over a three-year
period from the date of grant.





Gerald W. Deitchle Consulting Agreement



Effective January 1, 2022, the Company's consulting agreement with Gerald W.
Deitchle
was terminated.



Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.



(e) See disclosure in Item 1.01 above with respect to the Company's Consulting
Agreement with Gregory A. Trojan.






Item 9.01 Exhibits.



Exhibit No. Description

10.1 Consulting Agreement, dated January 1, 2022, between the Company
and Gregory A. Trojan

104 Cover Page Interactive Data File (embedded within the Inline XBRL
document)

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