Case No. 301-12036, Jointly AdministeredUnited States Bankruptcy Court, M.D. Tennessee, Nashville Division
January 22, 2002
Gary Brown, Charles K. Grant, Dinsmore Shohl, LLP, Nashville, TN., and Kim Martin Lewis, Tim J. Robinson, Dinsmore Shohl, LLP, Attorneys for Debtors and Debtors-in-Possession.
Beth A. Dunning, BASS, BERRY SIMS, PLC, Counsel for the Official Unsecured Creditors’ Committee.
Beth Roberts Derrick, Assistant United States Trustee, Nashville, TN.
Craig V. Gabbert, Jr., Barbara D. Holmes, Harwell Howard Hyne Gabbert Manner, P.C., Nashville, TN., Counsel for LH Leasing Company, Inc.
Craig V. Gabbert, Jr., Barbara D. Holmes, Harwell Howard Hyne Gabbert Manner, P.C., Nashville, TN., and Michael S. Davis, Zeichner Ellman Krause LLP., Counsel for National Union Fire Insurance Company.
AGREED ORDER AUTHORIZING PAYMENT OF ORDINARY QUARTERLY BONUSES TO CERTAIN EMPLOYEES AND CONTINUING HEARING AS TO IMPLEMENTATION OF AN EMPLOYEE RETENTION PROGRAM
KEITH M. LUNDIN, United States Bankruptcy Judge.
This matter having come before the Court upon Debtors’ Motion for an Order Pursuant to 11 U.S.C. § 105 (a) and 363(b)(1) Authorizing (i) Payment of Ordinary Quarterly Bonuses to Certain Employees and (ii) Implementation of an Employee Retention Program (the “Motion”)[1] and Debtors’ oral request at the hearing held on January 22, 2002 to continue consideration of certain relief requested in the Motion, the Court having considered the Debtors’ request and it appearing to the Court that the requested relief is in the best interests of the Debtors and their estates; that the United States Trustees LH Leasing Company, Inc. and National Union Fire Insurance Co. have filed objections (each an “Objection,” and collectively, the “Objections”) to the Debtors’ Motion, which objections are partially addressed by this Order; and that no other or further notice of the entry of this Order being necessary or required; and after due deliberation and sufficient cause appearing therefor:
IT IS HEREBY ORDERED, ADJUDGED, AND DECREED:
1. The Objections to the Debtors’ Motion as to the Debtors’ request for authority to pay ordinary quarterly bonuses under the quarterly bonus program described in the Motion, as modified by the terms of this Order, are fully resolved on the terms set forth herein.
2. The Debtors shall he authorized, but not required, to pay amounts owing to Qualifying Employees in Debtors’ operating Black-eyed Pea restaurants under the Quarterly Bonus Program currently in effect for such restaurants, as described in the Motion (the “Black-eyed Pea Quarterly Bonus Program”), for the third and fourth quarters of fiscal year 2001. The Debtors are further authorized to pay any amounts that may become owing under the Black-eyed Pea Quarterly Bonus Program for the first quarter of fiscal year 2002.
3. The Debtors shall be authorized, but not required, to pay amounts owing to Qualifying Employees in Debtors’ operating Denny’s restaurants under the 2000 Quarterly Bonus Program described in the Debtors’ Motion for the third and fourth quarters of fiscal year 2001. The Debtors are further authorized to pay Quarterly Bonuses that may become owing to their Denny’s employees for the first quarter of fiscal year 2002,provided that the amounts so owing shall be calculated under the provisions and on the terms of the 2000 Quarterly Bonus Program in effect during fiscal year 2001, and not under the provisions or on the terms of the 2002 Quarterly Bonus Program described in the Debtors’ Motion.
4. Nothing in this Order shalt authorize the Debtors to make any payments under either the Black-eyed Pea Quarterly Bonus Program or the 2000 Quarterly Bonus Program to any individuals who are members of the Debtors’ senior-level management or corporate administrative personnel,provided that, for purposes of this Order only, the terms “senior-level management” and “corporate administrative personnel” shall be defined to include only individuals holding a job title more senior than “Regional Vice President” or whose primary job responsibilities relate to company-wide administrative functions as opposed to direct management of individual restaurant locations,
5. Consideration of the Debtors’ proposed Retention Program, as described in the Motion, including consideration of the proposed Stay Program and the proposed Incentive Plan any and all Objections thereto, shall be continued to January 29, 2002 at 10.00 a.m Central Standard Time, in the United States Bankruptcy Court for the Middle District of Tennessee, Courtroom 2, Customs House, 2nd floor, 701 Broadway, Nashville, Tennessee.
6. The consolidated Official Committee of Unsecured Creditors shall tile any objection to the Debtors’ proposed Retention Program, as described in the Motion, on or before one calendar day prior to the hearing scheduled by this Order.
IT IS SO ORDERED.