BOWL AMERICA INC (Form: 8-K, Received: 10/03/2016 10:38:15)

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

_______________________

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

_______________________

Date of Report

(Date of earliest

event reported): September 29 , 2016

BOWL AMERICA INCORPORATED

(Exact name of registrant as specified in its charter)

Maryland

01- 7829

54-0646173

(State or other

jurisdiction of

incorporation)

(Commission File

Number)

(IRS Employer

Identification No.)

6446 Edsall Road, Alexandria, VA 22312

(Address of principal executive offices, including zip code)

(703) 941-6300

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report)

_______________________

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5.02(e) Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On September 29, 2016, the Board of Directors of Bowl America Incorporated (the “Company”) and Mr. Leslie H. Goldberg agreed to an amended employment agreement. The amended employment agreement will expire at the end of the Company’s next fiscal year on July 2, 2017. The terms of the amended employment agreement are substantially the same as Mr. Goldberg’s prior employment agreement with the Company, including the following: (i) he will continue as President of the Company; (ii) his annual salary will remain at $52,000 and (iii) his annual bonus will remain at 2% of the Company’s consolidated annual net income prior to income taxes in excess of $2.5 million; provided, however, that for purposes of calculating any such bonus, the inclusion in net income of any gain from the sale of assets other than in the ordinary course of business will be mutually agreed upon by Mr. Goldberg and the Compensation Committee of the Company’s Board of Directors. The amended employment agreement also provides that if Mr. Goldberg leaves the employ of the Company at the termination of the agreement or becomes disabled during the term thereof so that he cannot carry on his duties as President, he will act as a consultant and will receive $52,000 each year for ten (10) years and, for the remainder of Mr. Goldberg’s life, Mr. Goldberg will have the option to remain covered by the Company’s health insurance plans and will pay the same proportionate amount of the premium as the other officers of the Company; provided that if the Company’s health insurance plans are discontinued or otherwise unavailable to Mr. Goldberg for any reason, the Company will provide for comparable health insurance coverage.

The forgoing summary does not purport to be complete and is qualified in its entirety by the amended employment agreement, a copy of which is filed as Exhibit 10.1 to this Current Report on Form 8-K.

Item 9.01 (d) Financial Statements and Exhibits.

Exhibit 10.1 Amended Employment Agreement, dated as of September 29, 2016, between the Company and Leslie H. Goldberg.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	BOWL AMERICA INCORPORATED


Date: September 29, 2016	By: /s/ Leslie H. Goldberg Leslie H. Goldberg President

Exhibit 10.1

AMENDED EMPLOYMENT AGREEMENT

THIS AMENDED EMPLOYMENT AGREEMENT is made as of September 29, 2016, by and between BOWL AMERICA INCORPORATED, hereinafter called “Corporation”, and Leslie H. Goldberg, hereinafter called “Goldberg.”

WITNESSETH:

WHEREAS, the Corporation’s prior Employment Agreement with Goldberg expired on July 3, 2016;

WHEREAS, the parties desire to enter into a new employment contract to go into effect as of July 4, 2016; and

WHEREAS, Goldberg is an important and valuable executive with recognized leadership and experience in the bowling industry, and the Corporation deems it to be in its interest and in the interest of its stockholders to secure Goldberg’s services for the Corporation and subsidiaries as may be designated by the Corporation.

NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter contained, the parties hereby agree as follows:

1. The Corporation hereby employs Goldberg, and Goldberg hereby agrees to work for Corporation, for a term of one year commencing as of July 4, 2016, and expiring at the end of Corporation’s next fiscal year on July 2, 2017.

2. Goldberg shall serve as President of the Corporation, performing the functions and duties normally performed by such an officer.

3. Goldberg shall devote his full time and attention to the affairs of the Corporation. In the event of a change in the managerial control of the Corporation, Goldberg shall have the option of not performing any services outside of the Greater Washington, D.C. area.

4. Goldberg shall be entitled by way of remuneration for his services the sum of $52,000 per year to be paid in bi-weekly installments. Goldberg shall receive as additional annual compensation payable within seventy-five (75) days after the close of Corporation’s fiscal year two percent (2%) of the consolidated annual net profits prior to income taxes of the Corporation and its subsidiaries that exceeds $2,500,000.00; provided, however, that for purposes of calculating any such bonus, the inclusion in net income of any gain from the sale of assets other than in the ordinary course of business will be mutually agreed upon by Mr. Goldberg and the Compensation Committee of the Corporation’s Board of Directors.

5. In the event that Goldberg leaves the employ of the Corporation at the termination of this Agreement or in the event that he becomes disabled during the term of this Agreement so that he cannot carry on his duties as President, he shall act as consultant to the Corporation. He shall receive as compensation an annual sum equal to $52,000, payable in monthly installments each year for a term of ten (10) years. For the remainder of Goldberg’s life, Goldberg shall have the option to remain covered by the Corporation’s health insurance plans and shall pay the same proportionate amount of the premium as the other officers of the Corporation; provided that if the Corporation’s health insurance plans shall be discontinued or otherwise unavailable to Goldberg for any reason, the Corporation shall pay for comparable health insurance coverage for Goldberg for the remainder of Goldberg’s life.

6. This Agreement is purely personal with Goldberg and in the event of his death during the contract period or during the period that he receives income pursuant to Provision No. 5 of this Agreement, then this Agreement shall terminate and the obligations of the Corporation to make any further payments shall cease.

7. Goldberg hereby agrees that he will not associate himself in any manner with any bowling company or other enterprise which is or would be in competition with the Corporation in the Greater Washington, D.C. area; Greater Baltimore, Maryland, area; Greater Richmond, Virginia, area; Greater Jacksonville, Florida, areas; and/or in any other area in which Corporation should open a future bowling center during the period that Goldberg is receiving payments pursuant to Provision No. 5 hereof.

(Remainder of page intentionally left blank; signature page to follow)

IN WITNESS WHEREOF, the parties have executed this Amended Employment Agreement effective as of the date set forth above.

BOWL AMERICA INCORPORATED	ATTEST:



By: /s/ Cheryl A. Dragoo	By: /s/ Albert B. Young
Cheryl A. Dragoo	Albert B. Young
Sr Vice President and CFO	Assistant Secretary


/s/ Leslie H. Goldberg
Leslie H. Goldberg
Individually