EXHIBIT 99.1C
EXHIBIT C
September 5, 2003
Xx. Xxxxx Xxxxxxx
0000 Xxxxxxx Xxx
Xxxxxxxxxxxx, XX 00000
Dear Xxx:
This letter is intended to set forth the proposed terms of an
employment agreement between you and Glacier Water Services, Inc. ("Glacier" or
the "Company"), subject to the conditions noted below. Please signify your
acceptance of this agreement and the terms specified below by signing where
indicated below.
1. Effective upon the merger between Water Island, Inc. and a
subsidiary of Glacier (the "Merger") (targeted for September
29, 2003), you will be employed by the Company for a term
expiring on the one-year anniversary of the Merger. The
Company and you may choose to extend the employment period on
an at-will basis, as mutually agreed.
2. You will assume the position of Vice President, Strategic
Planning, reporting directly to the President and Chief
Executive Officer. Some of the responsibilities you will
perform in this role will include Water Island integration,
rollout of project G2 in the East and other projects to be
agreed upon after the merger closing.
3. Your base salary will be at the annual rate of $100,000,
payable bi-weekly at the rate of $3846.15.
4. Based on agreed upon qualitative and quantitative objectives,
including the Company's financial performance, you will be
eligible for a pro-rated target bonus opportunity equal to 20%
of your annual salary.
5. You will be provided the use of a company owned vehicle to
perform your job.
6. Effective with your employment, you will be granted stock
options to purchase 5,000 shares of Glacier common stock
pursuant to Glacier's Incentive Stock Option Agreement. The
exercise price of the options will be based on the recorded
and reported closing market price on the Wall Street Journal
the day prior to your employment date with the Company.
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7. You will accrue vacation credits at the rate of 10 hours per
month. Any accrued and unused vacation credits shall be paid
to you and included in your final pay.
8. You will be eligible the first of the month following the
Merger date to participate in Glacier's comprehensive health
care program. Information regarding the various plan options
and summary of coverage will be presented to you under
separate cover.
9. The Company retains the right to terminate this employment
agreement due to intentional or gross misconduct on your part.
10. At the end of the employment term, you will return to the
Company any and all equipment and other Company property that
may have been provided to you by the Company.
11. You acknowledge that during your employment with the Company
you had and will continue to have access to client and
business information that you would not have but for his
association with the Company. You will not disclose any
confidential information relating to the Company or any of
its clients, except as expressly requested by an order of a
court or governmental agency with competent jurisdiction.
Such confidential information shall include, but shall not
be limited to, client records, arrangements with business
sources, ownership and management organization information,
financial records and budgets, and marketing and business
plans. You will give written notice to the Company of any
disclosure requirement, or threatened requirement, by a
court or governmental agency in order to allow the Company
the opportunity to resist such requirement. Matters of
public knowledge, or matters that become generally known in
the industry from sources other than you, do not constitute
confidential information. The foregoing provisions are in
addition to any like provisions agreed to by you in
connection with the Merger.
12. You agree that you will not, without the Company's prior
written consent, directly or indirectly solicit or cause
others to solicit the water vending related business of any
person or entity which was a client of the Company at any time
between the date hereof and the end of your employment
agreement, including the employment of any person employed by
the Company at any time between the date hereof and the end of
your employment agreement. The foregoing provisions are in
addition to any like provisions agreed to by you in connection
with the Merger.
13. This letter shall be governed and construed in accordance with
the laws of the State of California without reference to
principles of conflict of laws. You agree that any and all
controversies or claims arising out of or relating to this
letter agreement, or the breach thereof shall be resolved
through arbitration binding on the parties held in the county
of San Diego before one or more professional arbitrator(s). In
the event the foregoing provision is not enforceable against
you, you hereby waive your right to jury trial with respect to
this letter agreement or the breach thereof.
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14. If accepted by you, this letter contains the entire agreement
of the parties with respect to the subject matter hereof, and
supersedes all prior agreements, whether oral or written,
between you and the Company.
Please indicate your agreement by executing a copy of this letter
agreement and returning the same to me.
Sincerely,
Xxxxx XxXxxxxxx
President & Chief Executive Officer
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Read, agreed to and accepted:
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Xxxxx Xxxxxxx Date
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