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NAME: George W. Herz II TITLE: Senior vice president and general counsel AGE: 46 THE COMPANY: Boston-based Uno Restaurant Corp. operates 115 company-owned and 73 franchise restaurants under the name Pizzeria Uno Chicago Bar & Grill in 31 states across the country. The company, with 7,000 employees, also has restaurants in South America, South Korea, Pakistan and the United Arab Emirates, and owns a food subsidiary that supplies airlines, movie theaters and supermarkets with frozen and refrigerated products. At the end of the 2000 fiscal year, the last year that figures were available, the company-owned stores had gross sales of about $211 million and the franchise restaurants had sales of about $104 million. In July 2001, the company went private. THE DEPARTMENT: In October 2001, the company slimmed its corporate staff and halved the legal department from four to two lawyers, leaving Herz and Richard Binder, an assistant general counsel. The cuts in the department are part of a larger reduction in corporate staff at Uno, which Herz attributes to a decline in business in the wake of the tech downturn in Boston and the Sept. 11 attacks. He says the company is still assessing whether the department will remain at its current size or add additional lawyers in the future. RESPONSIBILITIES: Herz is responsible for the operation of both the legal and the real estate departments. In the past, he also oversaw the human resources department. In a typical day, Herz might participate in meetings about ongoing and future development of the company. “It’s a heavy emphasis on real estate, with an emphasis, of course, on franchise development.” The company opened 10 new franchises in 2001 and expects to add about 14 this year. Among Herz’s duties: overseeing part of the negotiation for new and renewed leases for franchises, overseeing payment of taxes, utilities and common area-maintenance fees by restaurants and also overseeing liquor licenses for all restaurants. Sometimes, he’ll even attend a local government meeting to assist a restaurant in obtaining a liquor license. Assistant GC Binder focuses on working with the real estate department and also handles some general contractual work. Herz’s department also supervises employment-related matters and trademark maintenance work. One of the lawyers who was cut from his department moved over to human resources, helping to oversee matters including workers’ compensation and insurance issues. Work is referred to outside counsel depending on how much of it there is and what kind of work it is. Herz says that in the chain restaurant business outsourcing legal business is often more efficient. “If you’re in many jurisdictions you can’t cover all of them,” says Herz, noting, for example, “[y]ou need that local expertise in the state of Maryland to get your liquor license because that state is county specific.” Herz recently finished completing a new boilerplate franchise agreement to help cut down on the time that franchisees spend on the agreements with the corporation. “Some people call it plain English; we call it user friendly,” says Herz. Herz emphasizes that what’s key about his position is that he must bring more than legal skills to the table. For example, he points to Uno’s construction department, which he helped to create a better way to handle contracts. With the marketing department, he helped work on sweepstakes offerings. “It’s about how can you bring more value.” GOING PUBLIC: Herz says he did not participate in the decision by the company to go private, but he was involved in helping to bring about the deal. Of the company’s decision, he says, “When you are a public company, you have to answer to Wall Street and sometimes there is an unnecessary focus put on development.” At a private company, he says, “you have a tendency to focus on what you think is core business.” Herz says the transaction created a tremendous amount of work, particularly with the liquor licenses. In some states, new applications had to be filed because, in effect, there is new ownership. Other states required amendments; some required notification of the landlord. Herz estimates that the process of going private took six months of long days. OUTSIDE COUNSEL: Boston’s Brown, Rudnick, Freed & Gesmer helped Uno go public; the firm also handles additional corporate work when needed. Boston’s Palmer & Dodge has handled employment-related matters for the company, although the attorney with whom they have worked is going to Seyfarth Shaw. Herz expects to work with Seyfarth once the attorney moves over. The company’s outside trademark firm is Boston’s Foley, Hoag & Eliot. Although Herz’s department handles much of the liquor license work in-house, he sometimes relies on Buchman & O’Brien in New York and New Jersey. He says that they helped with the licenses when the company went private. For work with the international restaurants, Herz says a decision is made on a deal-by-deal basis. “We engage the services of a local firm and we ask our friends for recommendations,” says Herz. LITIGATION: Herz says he refers all litigation to outside counsel. He declined to speak about specific litigation, saying that much of it is settled with confidentiality agreements. He notes, however, that like any large corporation, Uno has had its share of litigation. The general areas of exposure that Uno deals with are related to labor, franchises, real estate, lease interpretations and personal injury, Herz says. A search of several databases for litigation involving Uno did not turn up any recent suits. EMPLOYEE COMPLAINTS: As a result of Herz’s earlier work with the human resources department, he helped put together a proactive policy to deal with employee complaints concerning discrimination, harassment and the like. The plan designates a number for employees to call, and the company strives to resolve the problems at the company level, without litigation. Herz stresses that the company works hard to handle complaints with sensitivity. “We want to make sure people making the complaint understand the priority. It is our priority.” The company trains all hourly and management employees on sexual harassment. The regional directors, general managers and assistant managers are also trained and retrained, sometimes yearly or every other year. Often, Herz explains, complaints come directly from the restaurants, instead of through the toll-free number. Four regional human resource staffers are dedicated to assessing the complaints. The assessor visits the restaurant, undertakes an investigation and follows up on the complaint, Herz says. ROUTE TO THE TOP: Herz graduated from Niagara University in Lewiston, N.Y., and earned his J.D. at Ohio Northern University’s Pettit College of Law in 1981. He began as corporate counsel at Long Island, N.Y.-based Minuteman Press International and moved up to general counsel before he left in November 1995 for Sbarro Inc. in Long Island. At Sbarro, he was general counsel and vice president until he joined Uno as general counsel in November 1999. FAMILY: Herz is married and has four children between the ages of 4 and 19. His wife, Julie, is a CPA, and they live in a suburb outside Boston. LAST BOOK READ: “Taken for a Ride: How Daimler-Benz Drove Off With Chrysler,” by Bill Vlasic and Bradley A. Stertz.

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