FIRST AMENDMENT TO THE
CALIFORNIA PIZZA KITCHEN, INC.
2004 OMNIBUS INCENTIVE COMPENSATION PLAN
AS AMENDED DECEMBER 15, 2008
THIS FIRST AMENDMENT TO THE CALIFORNIA PIZZA KITCHEN, INC. 2004 OMNIBUS INCENTIVE
COMPENSATION PLAN (this “First Amendment”) is made and adopted by CALIFORNIA PIZZA KITCHEN, INC., a Delaware
corporation (the “Company”), as of December 15, 2008. Capitalized terms used but not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Plan (as defined below).
WHEREAS, the Company has adopted the California Pizza Kitchen, Inc. 2004 Omnibus Incentive Compensation Plan (the
“Plan”) for the benefit of employees, directors and independent consultants;
WHEREAS, the Company reserved the right to amend the Plan pursuant to Section 19 thereof;
WHEREAS, the Company desires to amend the Plan; and
WHEREAS, this First Amendment was approved by the Board of Directors of the Company on December 15, 2008.
NOW THEREFORE, in consideration of the foregoing, the Company hereby amends the Plan as follows:
1. Section 2 of the Plan is hereby amended by the addition of a new subsection (d) as follows, with all other subsections of
Section 2 relettered accordingly:
“ (d) “Cause” shall mean the definition set forth in a Participant’s employment agreement with the Company, or, if such
Participant does not have an employment agreement, then as set forth in such Participant’s severance agreement with the
Company, or, if such Participant does not have a severance agreement, includes, without limitation: (i) Participant’s
commission of a felony or other crime involving moral turpitude; (ii) Participant’s gross negligence or willful misconduct in
connection with the performance of Participant’s duties for the Company; (iii) Participant’s willful failure to follow the
lawful instructions of Participant’s supervisor; and (iv) a breach of Participant’s fiduciary duty to the Company for
personal profit or otherwise.”
2. The following paragraph here