Exhibit 10.3
AMENDMENT TO THE CHANGE OF
CONTROL TERMINATION PROTECTION AGREEMENT
AMENDMENT made as of
December 15, 2011 to the Change of Control Termination
Protection Agreement dated as of March 31, 2011 between
Morton’s Restaurant Group, Inc. (the “Company”)
and Scott D. Levin (the “Executive”) (each a
“Party,” and collectively, the
“Parties”).
WHEREAS, the Parties desire to amend
the Change of Control Termination Protection Agreement as set forth
herein;
NOW, THEREFORE, effective as of the
date hereof:
1. The first sentence of
Section 3(c) shall be amended in its entirety to read as
follows:
The Company shall pay Executive any
unpaid Base Salary through the Termination Date and any Bonus
earned but unpaid as of the Termination Date for any previously
completed fiscal year of the Company (based on the achievement of
the performance targets established by the Board and the
Company’s Compensation Committee with respect to such
previously completed fiscal year; provided that , for fiscal
year 2011, such Bonus shall be calculated as follows: (i) if
the Company achieved Consolidated EBITDA of $29,081,250, including
the Company’s bonus accrual of $1,378,869, or higher, 100%
of