Performance Share Agreements

On January 8, 2013, the Company granted executive officers the right to receive a number of shares of the Company's common stock (the "Performance Shares"), following the filing of the Company's Annual Report on Form 10-K for fiscal 2015, based on the extent to which the Company achieves Adjusted EBITDA goals during fiscal 2013, 2014 and 2015 (the sum of the Adjusted EBITDA goals for fiscal 2013, 2014 and 2015 are referred to as the "Cumulative Adjusted EBITDA Goal"). These Performance Shares were granted under the Company's Amended and Restated 2005 Stock Incentive Plan and the grants are collectively referred to as the 2013-2015 Performance Share Program. For purposes of these awards, "Adjusted EBITDA" means income from operations of the Company, plus depreciation, and amortization, and non-cash adjustments (such as asset impairment, lease termination and other closing costs) and other non-cash items as approved by the Company's Compensation Committee, and subject to adjustment by the Compensation Committee in its sole discretion for non-recurring items.

Holders of Performance Shares will not be entitled to receive shares of the Company's common stock unless the cumulative Adjusted EBITDA amount achieved by the Company during fiscal 2013-2015 equals or exceeds the cumulative Adjusted EBITDA amount achieved by the Company during three preceding years (fiscal 2012-2014), subject to any adjustments for nonrecurring events that the Compensation Committee may determine in its sole discretion are appropriate (the "Cumulative Adjusted EBITDA Threshold"). If the Cumulative Adjusted EBITDA Threshold is achieved, holders of Performance Shares will be entitled to receive a percentage of the "Target Shares" amount identified opposite his or her name on Exhibit 10.2 to this Current Report on Form 8-K that is equal to the percentage of the Cumulative Adjusted EBITDA Goal achieved by the Company, as set forth on the following schedule:

                                            Performance Shares to which Employee
 Company Performance                                     is Entitled
 If the Company fails to achieve the        Employee shall not be entitled to
 Cumulative Adjusted EBITDA Threshold,      receive Performance Shares.
 then:

 If the Company achieves the Cumulative     Employee shall be entitled to receive
 Adjusted EBITDA Threshold, but less than   a percentage of the "Target Shares"
 or equal to 100% of the Cumulative         amount equal to the percentage of the
 Adjusted EBITDA Goal, then:                Cumulative Adjusted EBITDA Goal
                                            achieved (e.g., if the Company
                                            achieves 95% of the Cumulative
                                            Adjusted EBITDA Goal, then Employee
                                            is entitled to receive 95% of his or
                                            her "Target Shares" amount - assuming
                                            that the Cumulative Adjusted EBITDA
                                            Threshold has been met).

The Performance Share grants for each recipient are also contingent upon the recipient remaining an employee of the Company until the filing of the Annual Report on Form 10-K for fiscal 2015.

The Adjusted EBTIDA goal for each fiscal year will be determined by the Compensation Committee during the first fiscal quarter of the applicable fiscal year. The actual Adjusted EBTIDA for each fiscal year shall be equal to the Adjusted EBITDA amount for such fiscal year as publicly disclosed by the Company or, if not publicly disclosed, as determined in good faith by the Company's Board of Directors or the Committee. The determination regarding whether the Company has achieved the Cumulative Adjusted EBITDA Goal will be made upon filing of the Annual Report on Form 10-K for fiscal 2015 (the "Vesting Date"). Performance Shares will be issued on the Vesting Date, as provided above, if at least the Cumulative Adjusted EBITDA Threshold is achieved. No partial issuance of Performance Shares shall be made if an Adjusted EBITDA goal is achieved in any one or more fiscal years but the Cumulative Adjusted EBITDA Threshold is not achieved.

Performance Stock Unit Agreements

Also on January 8, 2013, the Company granted executive officers restricted stock units ("Performance Stock Units") that entitle the holder to receive the cash value of one share of the Company's common stock for each Unit granted, subject to the Company achieving Adjusted EBITDA goals during fiscal 2013, 2014 and 2015. If earned, the Company will make the cash payments following the filing of the Company's Annual Report on Form 10-K for fiscal 2015. Similar to the Performance Shares, holders of Performance Stock Units will not be entitled to receive any cash payments unless the cumulative Adjusted EBITDA amount achieved by the Company during fiscal 2013-2015 equals or exceeds the Cumulative Adjusted EBITDA Threshold. If the Cumulative Adjusted EBITDA Threshold is achieved, the Performance Stock Units will vest with respect to a percentage of Units equal to the percentage of the Cumulative Adjusted EBITDA Goal achieved. For each vested Unit, the holder will be entitled to receive the cash value of one share of the Company's common stock. The right of a Performance Stock Unit holder to receive cash payments is also contingent upon the recipient remaining an employee of the Company until the filing of the Annual Report on Form 10-K for fiscal 2015.

Similar to Performance Shares, the Adjusted EBTIDA goal for each fiscal year will be determined by the Compensation Committee during the first fiscal quarter of the applicable fiscal year. The actual Adjusted EBTIDA for each fiscal year shall be equal to the Adjusted EBITDA amount for such fiscal year as publicly disclosed by the Company or, if not publicly disclosed, as determined in good faith by the Company's Board of Directors or the Committee. The determination regarding whether the Company has achieved the Cumulative Adjusted EBITDA Goal will be made upon filing of the Annual Report on Form 10-K for fiscal 2015 (the "Vesting Date"). Cash payments in respect of vested Units will be made as soon as administratively practicable following the Vesting Date. Holders will not be entitled to any partial cash payment if an Adjusted EBITDA goal is achieved in any one or more fiscal years but the Cumulative Adjusted EBITDA Threshold is not achieved.

The form of Performance Stock Unit Agreement and a schedule of grants to executive officers made under the form of Performance Stock Unit Agreement are filed as Exhibits 10.3 and 10.4 to this Current Report on Form 8-K, respectively.

Restricted Stock Agreement

Pursuant to the terms of the Company's employment arrangement with John Gilbert, the Company is required to issue to Mr. Gilbert shares of restricted common stock having a value equal to $80,000 (based on the closing price of the Company's common stock on December 31, 2013) on or around the first business day of the Company's fiscal year. In accordance with this obligation, the Company issued 8,705 shares of restricted stock to Mr. Gilbert on January 8, 2013. These shares are subject to transfer and forfeiture restrictions that lapse in five equal annual installments on December 31, 2013, 2014, 2015, 2016 and 2017.

The form of Restricted Stock Agreement utilized for this award was previously filed as Exhibit 10.3 to the Current Report on Form 8-K filed with the Securities and Exchange Commission on October 9, 2012.

(d) Exhibits.

10.1    Form of 2013-2015 Performance Share Agreement

10.2    Schedule of grants made under the Form of 2013-2015 Performance Share Agreement

10.3    Form of Performance Stock Unit Agreement

10.4    Schedule of grants made pursuant to the Performance Stock Unit Agreement