<B>CEO Parker is out at Pizza Inn</B>

Dec. 1, 2004

LOUISVILLE, Ky. — Unnamed sources have reported that embattled Pizza Inn CEO Ronnie Parker resigned Nov. 29.

Company officials and large shareholders of the 410-unit chain declined to say whether Parker remained at the helm. A call to its general counsel was not returned.

An official news release detailing Parker's departure is expected later today.

Parker is one of four men who, in 2002, took a leading role in rewriting portions of Pizza Inn's bylaws in order to fortify their employment contracts with the chain. Key to the changes were massive parachute payments each would receive should Pizza Inn's board undergo a change of control (read Battle for the Board at Pizza Inn).

Earlier in that same year, former CEO C. Jeffrey Rogers resigned from the company and sold 2.7 million shares of Pizza Inn stock to Newcastle Holdings. The purchase gave the company a majority share in the chain.

When Newcastle moved to nominate and appoint new members to Pizza Inn's board, Parker, along with former vice president and legal counsel Keith Clark, CFO Shawn Preator and senior vice president Ward Olgreen, balked, saying Newcastle's increased influence would initiate a change of control. Such a change, they argued, would trigger parachute payouts totaling $7.2 million — about three times the company's 2004 profit. Parker's share alone would be $5.4 million.

The bitter proxy battle that followed concluded Feb. 11, 2004, when shareholders voted to appoint Newcastle's nominees. In April, Pizza Inn's legal counsel determined no change of control had occurred (read Board battle over 'change of control,' millions in parachute payouts, ends at Pizza Inn).

In June, Clark resigned from the company and claimed he was entitled to a payout of several hundred thousand dollars (read Departing Pizza Inn SVP says chain owes him $605K payout) because of the change of control clause in his employment contract. Pizza Inn refused to pay and the matter remains in arbitration.

In October, Pizza Inn disclosed in a regulatory filing that its Compensation Committee had determined Parker was overpaid compared to CEOs of comparable-size companies with similar performance (read Pizza Inn says CEO Parker is overpaid).

Topics: Pizza Inn, Public Companies

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