EXHIBIT 10.15
EMPLOYMENT AGREEMENT
This agreement is dated and made effective the 15th day of July, 2004
between Xxxx Xxxxxx ("Executive") and Pyramid Breweries Inc., a Washington
corporation (the "Company").
1. Employment. Subject to passing the Company's pre-employment drug test, a
background and reference check, and proof of authorization to work in the United
States, Company employs Executive and Executive accepts employment on the terms
and conditions in this agreement.
2. Duties. Executive shall be employed in the capacity of President and
Chief Executive Officer of the Company. Executive shall perform the duties
customarily performed by a president and chief executive officer, including
having the primary responsibility for the strategic direction, operational
planning, and execution of all aspects of the Company's business. In addition,
Executive shall have such other executive and managerial powers and duties with
respect to the Company and its subsidiaries as may reasonably be assigned to him
by the Company's Board of Directors, consistent with his duties and
responsibilities as President and Chief Executive Officer. Executive shall
report directly to the Company's Board of Directors. Furthermore, he will become
a Director himself and be expected to perform the normal duties of a member of a
public company's board of directors. Executive shall perform his duties at the
Company's Seattle headquarters or other mutually agreed location, or, as
reasonably required and consistent with his position, temporarily at other
locations while on business travel status. During the term of this agreement,
Executive shall be based in Seattle, but he shall be entitled to maintain a
residence in Florida or elsewhere, provided that doing shall not interfere with
his material duties to the Company.
3. Intensity of Effort; Other Business. Executive shall devote his entire
working time, attention, and efforts to the Company's business and affairs,
shall faithfully and diligently serve the Company's interests and shall not
engage in any business or employment activity that is not on the Company's
behalf (whether or not pursued for gain or profit) except for (a) activities
approved in writing in advance by the Board and (b) passive investments that do
not involve Executive providing any advice or services to the businesses in
which the investments are made and (c) subject to approval by the Board, which
shall not unreasonably be withheld, service as a member of the board of
directors of one or more corporations not in competition with the Company or as
a member of the board of directors of any nonprofit corporation
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4. Term. The term of this agreement is of indefinite duration. As stated in
paragraph 10 below, and subject to paragraph 12 below (Termination Payments),
this agreement and Executive's employment relationship may be terminated at any
time, with or without Cause (as defined below).
5. Compensation. Executive's compensation will be as follows:
(a) Salary. The Company shall pay Executive a base salary in the gross
amount of $250,000 per annum (in addition to stock grants as provided below).
The base salary will be payable bi-weekly in arrears, by direct bank transfer
("Annual Base Pay"). Payday is the Friday following each two-week period.
Executive's performance and salary will be reviewed on or about February 1,
2005, and on or about January 1 each year thereafter, and increased as
determined in the sole discretion of the Board of Directors Compensation
Committee ("Compensation Committee").
(b) Employee Stock Purchase Plan. Executive shall be eligible for
participation in the Employee Stock Purchase Plan on the first day of the
calendar quarter commencing at least 90 days after his first day of employment.
(c) Stock Awards. Subject to approval by the Company's Compensation
Committee, the Executive will be granted stock awards or stock units for up to
350,000 shares of the Company's Common Stock on the following terms:
(i) Annual Awards. Executive will be granted stock awards or
stock units for 35,000 shares on each of January 1, 2006 and the next four
anniversaries of that date; provided, however, that if Executive's employment is
terminated by the Company without Cause or by Executive for Good Reason, or as a
result of Executive's death or Disability (all as defined below), Executive will
receive a prorated portion of the relevant annual award as of the date
Executive's employment is terminated;
(ii) Annual Performance Awards. Executive will be granted stock
awards or stock units for an additional 35,000 shares based on the Company's
achievement of certain performance goals as follows; provided that if
Executive's employment is terminated by the Company without Cause or by
Executive for Good Reason, or as a result of Executive's death or Disability
(all as defined below), Executive will receive a prorated portion of the
relevant annual performance award as set forth below as if the relevant annual
performance goal had been reached, prorated to the date Executive's employment
is terminated and granted as of the date Executive's employment is terminated:
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(A) On January 1, 2006, if the Company achieves an increase
in return on average net equity for the year ending December 31, 2005, of at
least 200 basis points as compared to return on average net equity for the year
ending December 31, 2004;
(B) On January 1, 2007, if the Company achieves an increase
in return on average net equity for the year ending December 31, 2006, of at
least 200 basis points as compared to return on average net equity for the year
ending December 31, 2005;
(C) On January 1, 2008, if the Company achieves an increase
in return on average net equity for the year ending December 31, 2007, of at
least 200 basis points as compared to return on average net equity for the year
ending December 31, 2006
(D) On January 1, 2009, if the Company achieves an increase
in return on average net equity for the year ending December 31, 2008, of at
least 200 basis points as compared to return on average net equity for the year
ending December 31, 2007; and
(E) On January 1, 2010, if the Company achieves an increase
in return on average net equity for the year ending December 31, 2009, of at
least 200 basis points as compared to return on average net equity for the year
ending December 31, 2008.
The awards granted to Executive pursuant to this paragraph 5 will
be in the form of stock awards, provided that Executive can elect instead to
receive an award in the form of stock units by delivering to the Company written
notice to that effect no later than the 10th business day prior to the grant
date for that award. The stock awards or stock units will be granted either
under the Company's 2004 Equity Incentive Plan (the "Plan"), or outside of the
Plan, but subject to the terms and conditions of the Plan. The stock awards or
stock units will be subject to a forfeiture restriction that will lapse on the
first anniversary of their respective grant dates. The stock awards or stock
units will be evidenced by award agreements in substantially the form attached
hereto as Exhibit A (the "Stock Agreement"), and will be subject to the terms
and conditions set forth in the Stock Agreement, the Plan and this agreement.
Notwithstanding any contrary provisions of the Plan or any successor incentive
plan, no stock award or stock units that have become vested under this agreement
shall be subject to forfeiture thereafter. The forfeiture restrictions will
lapse on an accelerated basis under certain circumstances in the event of a
Company Transaction or Change in Control (both as defined in the Plan) or upon a
termination of Executive's employment by the Company without Cause (as defined
below), by
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Executive for Good Reason (as defined below) or as a result of Executive's death
or Disability. The Company shall use its best efforts to obtain Form S-8
registration with respect to the shares of the Company's Common Stock issuable
pursuant to this agreement and to maintain such registration for as long as
Executive holds such shares.
(c) Incentive Compensation Bonuses. Executive shall be eligible for an
annual bonus opportunity based on the performance of the Company, in accordance
with the Officer Incentive Compensation Plan then in effect.
(d) Car Allowance. Executive shall receive a car allowance of $500 per
month in addition to reimbursement for gas purchased by Executive for business
use.
(e) Relocation Expenses. The Company will provide Executive a budget
of $100,000 for relocation expenses. This can be used to reimburse Executive for
relocation expenses reasonably incurred, including for temporary accommodation
in Seattle, flights to and from his residences in Florida and Connecticut for
him and his immediate family, and costs of moving personal effects from his
residence in Florida and residence in Connecticut to the Seattle area where he
will be based. Provided, however, the Company reserves the right to recover 100
percent of payments made in this connection if Executive elects to terminate
employment or is terminated for Cause (as defined below) within one year of
starting.
6. Benefit Plans. Executive (and qualifying immediate family members where
applicable) shall be eligible to participate in the Company's Employee Benefit
Package offered generally to employees, which is subject to change and currently
includes health insurance through Regence Blue Shield, life and AD&D insurance,
sixty percent (60%) Company-payment of vision and dental, health insurance
continuation, sick leave, paid vacation, holidays, and 401(k). The exact terms
and conditions of the Company's benefits, including eligibility, are governed by
the benefit plans, not this agreement or any summary provided to Executive.
Executive will be reimbursed for his premiums paid for his medical insurance
from the start of his employment with the Company until the waiting period for
eligibility under the Company's health insurance plan has been satisfied.
7. Vacation and Sick Leave. Executive shall earn 40 hours of paid vacation
each quarter year of service, which can be used as earned. Executive can
accumulate a maximum of 160 hours of unused vacation. He shall also earn 40
hours of paid sick leave per year of service , and can accumulate a maximum of
160 hours. Upon termination of employment for any reason, Executive shall be
paid for earned
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but unused vacation. Unused sick leave is not paid upon termination of
employment, regardless of the reason.
8. Business Expenses. Executive is authorized to incur reasonable travel
and entertainment expenses to promote the Company's business. The Company shall
reimburse Executive for those expenses. Executive shall provide to Company the
itemized expense account information that the Company reasonably requests.
9. Indemnification. The Company shall indemnify and hold Executive
harmless, in accordance with the bylaws of the Company and any applicable
directors and officers (D&O) insurance policy, to the full extent permitted by
applicable law, with respect to claims made or threatened by reason of his
service as a director, officer, employee or agent of the corporation.
10. Termination. Executive's employment may be terminated as follows, in
which event this agreement and Executive's compensation and benefits shall
terminate except as otherwise provided below:
(a) Without Cause or Good Reason. Either party may terminate
Executive's employment at any time by giving written notice of termination to
the other, without the necessity of cause, in the case of the Company-initiated
termination, provided that written notice is provided to the Executive at least
14 days before such termination is effective, or Good Reason (as defined below),
in the case of Executive-initiated termination. For purposes of this agreement,
"Good Reason" means a breach by the Company of a material obligation to the
Executive under this agreement, any Stock Agreement, or any other material
agreement with the Executive relating to Executive's employment including but
not limited to any diminution in Executive's title or salary or material
diminution of his duties, as provided in Paragraph 2, above, or benefits, as
provided in Paragraphs 6 above, that is not cured within fourteen (14) days
after written notice of such breach is received by the Company.
(b) By the Company for Cause. The Company may terminate Executive's
employment for Cause (as defined below) by giving written notice of such
termination. Any termination of Executive's employment for Cause must be
approved by a majority of the Board other than Executive. Executive must be
given notice of the meeting at which his termination is to be considered
concurrently with notice to the Board, and an opportunity to address the Board.
Executive agrees that if his employment is terminated for Cause that he will
immediately resign from the Board. For purposes of this agreement, "Cause" means
dishonesty, fraud, serious or willful misconduct, unauthorized use or disclosure
of confidential information or trade
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secrets, intoxication while at work, or conduct prohibited by law (except minor
violations).
(c) Notice of Resignation. Executive shall give four (4) months'
advance written notice of resignation, provided that if Executive resigns for
Good Reason, the notice period shall be 14 days.
(d) Death. Executive's employment shall terminate automatically upon
Executive's death.
(e) Permanent Disability. Termination of the Executive's employment if
Executive becomes permanently disabled, shall be deemed "for Cause." For
purposes of this agreement Executive will be considered "permanently disabled"
("Disability") if, for a continuous period of twenty-four (24) weeks or more,
Executive has been unable to perform the essential functions of the job because
one or more mental or physical illnesses and/or disabilities, provided that the
Company may grant Executive unpaid leave or other accommodation if and to the
extent that, in the Company's judgment, doing so is required by law. A
determination of Disability shall be made by a physician satisfactory to both
the Executive and the Company, provided that if the Executive and the Company do
not agree on a physician, the Executive and the Company shall each select a
physician who together shall select a third physician whose determination as to
Disability shall be binding on all parties.
11. Golden Parachute Limitation.
(a) Notwithstanding any other provision of this agreement, if any
portion of the termination payments set forth in Section 12 or any other payment
that is required to be made by the Company (or its affiliates) to or for the
benefit of the Executive under this agreement, or under any other agreement with
or plan of the Company or its affiliates (each a "Payment" and, collectively,
"Total Payments"), would constitute an "excess parachute payment," within the
meaning of Section 280G of the Internal Revenue Code of 1986, as amended, and
the regulations promulgated thereunder (the "Code") that is subject to the tax
imposed by Section 4999 of the Code (the "Excise Tax"), then the Total Payments
to be made to or for the benefit of the Executive shall be reduced such that the
aggregate present value of the Total Payments shall be one dollar ($1.00) less
than the maximum amount that the Executive may receive without becoming subject
to the Excise Tax (the "Reduction"); provided that the Reduction shall not apply
if the after-tax value to the Executive of the Total Payments prior to the
Reduction is greater than the after-tax value to the Executive if Total Payments
are determined taking into account the Reduction.
(b) Within forty (40) days following delivery of the notice of
termination or notice by the Company to the Executive of its belief that there
is a
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Payment that may be treated as an excess parachute payment, the Company, at its
expense, shall obtain the opinion (which need not be unqualified) of tax counsel
("Tax Counsel") selected by the Company and reasonably acceptable to Executive,
which opinion sets forth (i) the amount of the Executive's base amount, (ii) the
amount and the aggregate present value of Total Payments, (iii) the aggregate
amount of excess parachute payments determined without regard to the Reduction,
(iv) the after-tax value of the Total Payments if the Reduction did not apply,
and (v) the after-tax value of the Total Payments taking into account the
Reduction. For purposes of determining the after-tax value of Total Payments,
(x) the Executive shall be deemed to pay income taxes at the highest rate of
federal income tax and the highest rate or rates of state and local income taxes
in the state and locality of the Executive's domicile for income tax purposes
for the taxable year in which the Total Payments will be made, provided that the
state and local income tax rate shall be determined assuming that such taxes are
fully deductible for federal income tax purposes, and (y) the Executive shall be
deemed to pay employment taxes at the applicable rate under Section 3101(b) of
the Code. The opinion of Tax Counsel shall be dated as of the date of the
Executive's termination and addressed to the Company and the Executive and shall
be binding upon the Company and the Executive. If such opinion determines that
there would be an excess parachute payment and that the after-tax value of the
Total Payments taking into account the Reduction is greater than the after-tax
value of the Total Payments if the Reduction did not apply, then the payments
hereunder or any other payment or benefit determined by such counsel to be
includible in Total Payments shall be reduced or eliminated as the Company shall
reasonably determine. If Tax Counsel requests, the Executive and the Company
shall obtain, at the Company's expense, and the Tax Counsel may rely on in
providing the opinion, the advice of a firm of recognized executive compensation
consultants as to the reasonableness of any item of compensation to be received
by the Executive.
12. Termination Payments.
(a) Termination without Cause or Good Reason.
(i) If the Company terminates Executive's employment when neither
Cause nor Disability exists, or if, having given 14 days advance written notice
of resignation, Executive terminates his employment for Good Reason , the
Company shall pay Executive, as liquidated damages and in lieu of all other
remedies to which Executive might be entitled arising out of the termination,
termination payments equal to one year's salary, in the event of termination
within the first three (3) years of employment, and eighteen (18) months' salary
if after three years' of employment, plus any incentive compensation bonuses
under Section 5(c) for which Executive is eligible under the terms of the
applicable plan at that time, and for the same one-year or 18-month period, as
the case may be, the Company shall also continue to provide at
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the Company's cost, the Company's medical benefits to employee and qualifying
family members. Such liquidated damages shall be paid only if Executive executes
a full and final general release of all claims against the Company (including
the Company's officers, directors, agents, employees and assigns) arising out of
Executive's employment relationship with the Company or its termination, and
Executive shall have no duty to mitigate his losses in order to receive such
liquidated damages. Termination resulting from expiration of this agreement or,
in connection with a sale or merger or Company Transaction, resulting from
failure of the Company to assign this agreement to a successor that accepts the
Company's duties hereunder, shall be a termination without Cause for purposes of
these termination payment provisions.
(ii) In addition, if the Company terminates Executive's
employment when neither Cause nor Disability exists, but the Company gives
Executive less than the fourteen (14) days' advance written notice, termination
payments equal to the additional salary Executive would have received if the
Company had given Executive fourteen (14) days' advance written notice of
termination.
(iii) Termination payments shall be paid out at Executive's
normal payroll rate on regular payroll days subject to normal payroll
deductions, commencing first with the termination payments called for by subpart
(ii), if any, followed by the termination payments called for by subpart (i).
Any reimbursable expenses incurred prior to termination will be paid immediately
upon termination.
(b) All Other Terminations. In all other cases of termination
(including termination of Executive's employment by the Company for Cause or
Executive's resignation of employment without Good Reason), except as provided
above with respect to death and Disability under the appropriate paragraphs,
Executive's compensation and benefits shall terminate on the date the employment
ends and Executive shall not be entitled to any termination payments or damages.
13. Confidentiality/Unfair Competition. Executive agrees that the Company
has many substantial, legitimate business interests that can be protected only
by Executive agreeing not to compete with the Company unfairly. These interests
include, without limitation, the Company' s contacts and relationships with its
supply sources, the Company's reputation and goodwill in the industry, and the
Company's rights in its confidential information. Executive agrees that
information not generally known to the public to which Executive has been or
will be exposed as a result of Executive's employment by the Company is
confidential information that belongs to the Company. This includes information
developed by Executive, alone or with others, or entrusted to the Company by its
supply sources, customers or others.
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The Company's confidential information includes, without limitation, information
relating to the Company's trade secrets, know-how, procedures, pricing,
products, services, purchasing, accounting, marketing, sales, supply sources,
employees, and customers and active prospects and their related needs. Executive
will hold the Company's confidential information in strict confidence and will
not disclose or use it except as authorized by the Company and for the Company's
benefit. Executive will not, apart from good faith competition, interfere with
the Company's relationships with its clients, employees, vendors, bankers or
others. During his employment with the Company, Executive will not directly or
indirectly, in any capacity (such as a business principal, consultant,
contractor or employee), engage or participate in any business that is in
competition in any manner whatsoever with the business of the Company, nor for
three (3) months following his termination for any reason, take a position in
any capacity with a domestic xxxxxx producing less than two million barrels a
year.
14. Possession of Materials. Executive agrees that upon conclusion of
employment or request by the Company, Executive shall turn over to the Company
all documents, files, office supplies and any other material or work product in
Executive's possession or control that were created pursuant to or derived from
Executive's services for the Company.
15. Nonraiding of Employees. Executive recognizes that the Company's
workforce is a vital part of its business. Therefore, Executive agrees that for
twelve (12) months after Executive's employment with the Company ends,
regardless of the reason it ends, Executive will not solicit, directly or
indirectly, any employee to leave his or her employment with the Company. For
purposes of this agreement, the phrase "shall not solicit, directly or
indirectly," includes, without limitation, that Executive (a) shall not identify
any the Company employees to any third party as potential candidates for
employment, such as by disclosing the names, backgrounds and qualifications of
any the Company employees; (b) shall not personally or through any other person
approach, recruit or otherwise solicit employees of the Company to work for any
other employer; and (c) shall not participate in any pre-employment interviews
with any person who was employed by the Company while Executive was employed or
retained by the Company.
16. Dispute Resolution. The Company and Executive agree to resolve all
disputes arising out of their employment relationship by the following alternate
dispute resolution process: (a) the Company and Executive agree to seek a fair
and prompt negotiated resolution; but if this is not successful, (b) all
disputes shall be resolved by binding arbitration; provided that during this
process, (c) at the request of either party, not made later than seventy-five
(75) days after the initial arbitration demand, the parties agree to attempt to
resolve any dispute by non-binding third-party
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intervention including either mediation or evaluation or both (but without
delaying the arbitration hearing date). By entering into this contract, both
parties give up their right to have the dispute decided in court by a judge or
jury. The provisions of the Washington arbitration statute, Chapter 7.04 RCW,
are incorporated herein to the extent not inconsistent with the other terms of
this agreement.
(a) Binding Arbitration. Any controversy or claim arising out of or
connected with Executive's employment at the Company, including but not limited
to claims for compensation or severance and claims of wrongful termination, age,
sex, racial or other discrimination, or civil rights violations shall be
determined by arbitration commenced in accordance with RCW 7.04.060 by a single
arbitrator (as opposed to a majority of three arbitrators). The location of the
arbitration shall be Seattle, Washington, or such other city to which the
parties may agree. If the Company and Executive cannot agree on the arbitrator,
then the arbitrator shall be selected by the administrator of the American
Arbitration Association (AAA) office nearest the city where the arbitration is
to be conducted. The arbitrator shall be an attorney with at least 15 years'
experience in commercial law or judicial arbitration experience. All statutes of
limitations, which would otherwise be applicable, shall apply to any arbitration
proceeding hereunder. Any issue about whether a controversy or claim is covered
by this agreement shall be determined by the arbitrator.
(b) Procedures. The arbitration shall be conducted in accordance with
this agreement using as appropriate the AAA Employment Dispute Resolution Rules
in effect on the date hereof. There shall be no discovery or dispositive motion
practice (such as motions for summary judgment or to dismiss or the like) except
that the arbitrator shall authorize such discovery as may be shown to be
necessary to ensure a fair hearing. The arbitrator shall not be bound by the
rules of evidence or of civil procedure, but rather may consider such writings
and oral presentations as reasonable business people would use in the conduct of
their day-to-day affairs, and may require both parties to submit some or all of
their respective cases by written declaration or such other manner of
presentation as the arbitrator may determine to be appropriate.
(c) Hearing; Law; Appeal Limited. The arbitrator's written decision
shall be made not later than fourteen (14) calendar days after the hearing. The
parties agree that they have included these time limits in order to expedite the
proceeding, but they are not jurisdictional, and the arbitrator may for good
cause allow reasonable extensions or delays, which shall not affect the validity
of the award. The written decision shall contain a brief statement of the
claim(s) determined and the award made on each claim. In making the decision and
award the arbitrator(s) shall apply applicable substantive law. Absent fraud,
collusion or willful misconduct by the
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arbitrator or any other ground provided by Washington law, the award shall be
final and judgment may be entered in any court having jurisdiction thereof. The
arbitrator may award injunctive relief or any other remedy available from a
judge, including the joinder of parties or consolidation of this arbitration
with any other involving common issues of law or fact or which may promote
judicial economy, and may award attorneys' fees and costs to the prevailing
party.
(d) Injunctive Relief. In the case of a breach of any of Executive's
obligations to the Company, the Company may request a court of competent
jurisdiction to issue such temporary or interim relief (including temporary
restraining orders and preliminary injunctions as may be appropriate, either
before arbitration is commenced or pending the outcome of arbitration. No such
request shall be a waiver of the right or obligation to submit any claim or
controversy to arbitration, and any such temporary or interim relief shall
terminate if the Company fails to proceed with an arbitration within 120 days of
the entry of such order Any issues of law or fact, which arise in connection
with such request, shall, at the Company's election, be determined by
arbitration in accordance with subparagraph (a) through (c) above.
17. Venue and Jurisdiction. Venue and jurisdiction of any lawsuit involving
this agreement or Executive's employment shall exist exclusively in state and
federal courts in King County, Washington, unless injunctive relief is sought by
the Company and, in the Company's judgment, that relief might not be effective
unless obtained in some other venue. The provisions of this Section are subject
to and do not supersede the dispute resolution provisions described above.
18. Governing Law. This agreement shall be governed by the internal laws of
the state of Washington without giving effect to provisions thereof related to
choice of laws or conflict of laws.
19. Saving Provision. If any part of this agreement is held to be
unenforceable, it shall not affect any other part. If any part of this agreement
is held to be unenforceable as written, it shall be enforced to the maximum
extent allowed by applicable law. The confidentiality, possession of materials,
non-competition and nonraiding provisions of this agreement shall survive after
Executive's employment by the Company ends, regardless of the reason it ends,
and shall be enforceable regardless of any claim Executive may have against the
Company.
20. Waiver. No waiver of any provision of this agreement shall be valid
unless in writing, signed by the party against whom the waiver is sought to be
enforced. The waiver of any breach of this agreement or failure to enforce any
provision of this agreement shall not waive any later breach.
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21. Assignment; Successors. The Company may assign its rights and delegate
its duties under this agreement. Executive may not assign his or her rights or
delegate his or her duties under this agreement, but all payments and benefits
to which Executive is entitled under this agreement shall be payable on his
death to his personal representatives heirs, successors and assigns.
22. Tax Withholding. The Company shall be entitled to withhold from any
amounts payable under this agreement any tax (including any Excise Tax) that may
be required to be withheld pursuant to any applicable law or regulation, as
determined by the Company or the Tax Advisor.
23. Binding Effect. This agreement is binding upon the parties and their
personal representatives, heirs, successors and assigns.
24. Counterparts. This agreement may be executed in any number of
counterparts, each of which shall be an original and all of which, taken
together, shall constitute a single agreement.
25. Complete Agreement. This agreement, together with the Stock Agreement,
is the final and complete expression of the parties' agreement relating to
Executive's employment. Only a writing signed by both parties may amend this
agreement; it may not be amended orally or by course of dealing. The parties are
not entering into this agreement relying on anything not set out in this
agreement. In the event of a conflict between this agreement and the Stock
Agreement or any Equity Incentive Plan, the terms of this agreement shall
govern. This agreement shall control over any contrary policies or procedures of
the Company, whether in effect now or adopted later.
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DATED as of the date first written above.
EXECUTIVE:
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Xxxx Xxxxxx
COMPANY:
PYRAMID BREWERIES INC.
By
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Name:
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Title:
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EXHIBIT A
FORM OF STOCK AGREEMENT
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