Exhibit 10.35
EMPLOYMENT AGREEMENT
This Agreement (together with all exhibits hereto, the
"Agreement") made in Burlington, Vermont by and between Ben & Jerry's Homemade,
Inc. (the "Company"), a Vermont corporation with its principal place of business
at 00 Xxxxxxxxx Xxxxx, Xxxxx Xxxxxxxxxx, Xxxxxxx 00000-0000, and Xxxxxxxx X.
Benders of Boulder, Colorado (the "Executive"), effective as of the 16th day of
September, 1997 as to Section 3b and effective as to 20th day of October, 1997
to all other provisions (which is referred to herein as the "Effective Date").
WHEREAS, subject to the terms and considerations hereinafter set forth,
the Company wishes to employ the Executive as its Chief Marketing Officer and
Executive wishes to accept such employment;
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual promises, terms, provisions, and conditions set forth in this Agreement,
the parties hereby agree:
1. Employment.
a. Employment by the Company. Executive agrees to be employed by the
Company for the Term of this Agreement upon the terms and subject to the
conditions set forth in this Agreement. Executive shall serve as the Chief
Marketing Officer ("CMO") of the Company and shall have such duties as may be
prescribed by the Chief Executive Officer ("CEO") and Executive shall serve in
such other and/or additional position(s) as the CEO may determine from time to
time. The CMO will report directly to the CEO.
b. Performance of Duties. Throughout the Term of this Agreement,
Executive shall faithfully and diligently perform Executive's duties in
conformity with the directions of the CEO and will serve the Company to the best
of Executive's ability. Executive shall devote Executive's entire working time,
attention and energies to the business and affairs of the Company, subject to
vacations and sick leave in accordance with Company's policy.
c. Place of Performance. During the Term of this Agreement, Executive
shall be based in the Company's offices in Burlington, Vermont. Executive will
be at the Company's principal place of business in South Burlington, Vermont and
be ready, willing, and able to perform his duties hereunder no later than
November 1, 1997. Executive shall maintain Executives personal residence in the
Burlington, Vermont area within reasonable access to Executive's place of
employment.
2. Term. Subject to earlier termination as hereafter provided, the
Executive's employment hereunder shall be for a term of three (3) years,
commencing on the Effective Date hereof and ending thirty-six (36) months
thereafter on October 26, 2000. The Company shall have the right to renew this
Agreement by notifying Executive six (6) months before the end of the Term of
Company's intention to do so.
3. Compensation and Benefits. As full and complete compensation for all
services performed by the Executive and subject to performance of the
Executive's obligations:
a. Base Salary. The Company agrees to pay the Executive a base salary
("Base Salary") at the rate Eighteen Thousand Seven Hundred and Fifty Dollars
($18,750) per month payable in installments consistent with the Company's
payroll practices. The Executive will be subject to annual merit salary reviews
by the CEO.
b. Consulting and Sign Up Payment. In consideration of the Executive
signing up and agreeing to be available to consult for the Company, at such
times as shall be mutually agreed, in the area of marketing during the period
commencing September 16, 1997 and ending October 20, 1997, the Company agrees to
pay the Executive $25,000. Payment of this one-time payment shall be made in
arrears once the Executive reports to work for the Company at the Place of
Employment (as stated above).
c. One Time Guaranteed Award. On January 2, 1998, Company agrees to pay
to the Executive, provided the Executive is then in the active employ of the
Company the sum of $78,750 (less all applicable deductions and withholdings).
This sum will be made to Executive as a payment to "make whole" the Executive
for certain sums of money he is forfeiting with his present employer. This is a
one time payment obligation of the Company.
d. Annual Bonus. The CEO is in the process of developing an Elective
Management Incentive Pool ("EMIP"). The EMIP is not presently finalized but is
in the process of being prepared for submission and approval of the Company's
Board of Directors. If Executive is employed hereunder when such plan is
adopted, Executive will participate therein and will be treated in accordance
with his position and the terms of the EMIP.
e. Other Benefits. The Executive shall be entitled to participate in,
to the extent Executive is otherwise eligible under the terms thereof, the
employee benefit plans and programs of the Company, and receive the benefits and
perquisites, generally provided to executives of the same level and
responsibility as Executive. Nothing in this Agreement shall preclude the
Company from terminating or amending from time to time any employee benefit plan
or program. Executive shall earn vacation time at the rate of one and a half
days per month and this paid vacation time may be used following six months of
continuous employment at the Company.
f. Business Expenses. Upon submission of itemized expense statements in
the manner specified by the Company, Executive shall be entitled to
reimbursement for reasonable travel and other reasonable business expenses duly
incurred by the Executive in the performance of Executive's duties under this
Agreement. Such reimbursement shall be in accordance with the policies and
procedures established by the Company from time to time and for executives of
the same level and responsibility as Executive.
g. Relocation Expenses. The Company will reimburse the Executive for
the following relocation expenses: (i) Closing costs on selling the existing
home, including sales commission and legal fees, not to exceed $30,000 dollars,
(ii) Expenses to move all household goods, not to exceed
$15,000 dollars, (iii)Interim living expenses for ninety (90) days, not to
exceed $4,000 dollars, (iv) Expenses for up to two (2) house-hunting trips for
the Executive and his wife including air fare, lodging, meals and rental car,
and (v) Closing costs on any new purchase of the Executive's primary residence,
including standard mortgage points (not buy down interest rate expenses) and
legal fees, not to exceed $10,000 dollars. The Company is willing to consider
reimbursement for any expenses which exceed the limitations listed above, should
the cost of relocation increase substantially for unforeseen reasons, provided
that the CEO agrees in writing to the unforeseen costs in advance of the
Executive incurring such costs. All reimbursed amounts will be grossed up for
tax purposes.
x. Xxxxx of Option and Terms Thereof. The Company hereby agrees that it
will grant to Executive, pursuant to the Company's 1997 Equity Incentive Plan
(the "Plan"), an option to purchase 52,000 shares of Class A common stock of the
Company ("Option Shares") exercisable at the market price of $ 12.63. The Option
will expire 10 years from the date of grant thereof. Provided that the Executive
is in full compliance with terms and conditions of the Plan, the Option will be
exercisable over a four (4) year period of time commencing from the date of
grant, with one-fourth being exercisable on the first anniversary of the date of
grant and up to additional 1/48 of the shares covered by this Option on the last
day of each month in the next three years after said anniversary. The full terms
and conditions of the Option shall be set forth in the form of the Option
Certificate attached as Exhibit A.
i. No Other Compensation or Benefits; Payment. The compensation and
benefits specified in Sections 3 and 4 of this Agreement shall be in lieu of any
and all other compensation and benefits. Payment of all compensation and
benefits to Executive hereunder shall be made in accordance with the relevant
Company policies in effect from time to time, including normal payroll
practices, and shall be subject to all applicable employment and withholding
taxes.
j. Cessation of Employment. In the event Executive shall cease to be
employed by the Company for any reason, then Executive's compensation and
benefits shall cease on the date of such event, except as otherwise provided
herein or in any applicable employee benefit plan or program.
4. Termination of Employment.
a. Termination. The Company may terminate Executive's employment for
Cause (as defined below) or for any breach of this Agreement, in which case the
provisions of Section 4(b) shall apply. The Company may also terminate
Executive's employment in the event of Executive's Disability (as defined
below), in which case the provisions of Section 4(c) shall apply. The Company
may also terminate the Executive's employment for any other reason by written
notice to Executive, in which case of the provisions of Section 4(d) shall
apply. If Executive's employment is terminated by reason of Executive's death,
retirement or voluntary resignation, then the provisions of Section 4(b) shall
apply.
b. Termination for Cause; Termination by Reason of Death or Retirement
or Voluntary Resignation. In the event that the Executive's employment hereunder
is terminated
during the Agreement Term (x) by the Company for Cause (as defined below) or (y)
by reason of Executive's death or retirement or (z) by reason of Executive's
voluntary resignation, then the Company shall pay to the Executive or the
Executive's designated beneficiary or if no beneficiary has been designated by
the Executive, to his estate (all as the specific case may be), any Base Salary,
bonuses and incentives that are earned but unpaid, pro-rated through any such
termination under the Section 4(b) and payment or reimbursement of business
expenses accrued prior to any act of termination under this Section 4(b). For
purposes of this Agreement, "Cause" shall mean (i) conviction of any crime
(whether or not involving the Company) constituting a felony in the jurisdiction
involved; (ii) engaging in any substantiated act involving moral turpitude;
(iii) engaging in any act which, in each case, subjects, or if generally known
would subject, the Company to public ridicule or embarrassment; (iv) gross
neglect or misconduct in the performance of Executive's duties hereunder; (v)
willful or repeated failure or refusal to perform such duties as may be
delegated to Executive by the CEO; or (vi) breach of any provision of this
Agreement by Executive.
c. Disability. If as a result of Executive's incapacity due to physical
or mental illness, Executive shall have been absent from Executive's duties
hereunder on a full time basis for either (i) one hundred and twenty (120) days
within any three hundred and sixty-five (365) day period, or (ii) ninety (90)
consecutive days, and if within thirty (30) days after written notice of
termination is given Executive shall not have returned to the performance of
Executive's duties hereunder on a full time basis, the Company may terminate the
Executive's employment hereunder for "Disability". In that event, the Company
shall pay to Executive, within thirty (30) days of the date of such termination,
only the Base Salary through such date of termination. During any time period
that Executive fails to perform Executive's duties hereunder as a result of
incapacity due to physical or mental illness (a "Disability Period"), Executive
shall continue to receive the compensation and benefits provided by Section 3
hereof until Executive's employment hereunder is terminated; provided, however,
that the amount of compensation and benefits received by Executive during the
Disability Period shall be reduced by the aggregate amounts, if any, payable to
Executive under disability benefit plans and programs of the Company or under
the Social Security disability insurance program.
d. Termination By Company For Any Other Reason. In the event that
Executive's employment hereunder is terminated by the Company during the
Agreement Term for any reason other than as provided in Sections 4(b) or 4(c)
hereof, then the Company shall pay to Executive, within thirty (30) days of the
date of such termination, the Base Salary through such date of termination and,
in lieu of any further compensation and benefits for the balance of the
Agreement Term, severance pay equal to one of the following circumstances: if
Executive is terminated within: (t) the first month of the Term, then eleven
(11) months of Base Salary; (u) the second month of the Term, then ten (10)
months of the Base Salary; (v) the third month of the Term, then nine (9) months
of the Base Salary; (w) the fourth month of the Term, then eight (8) months of
the Base Salary; (x) the fifth month of the Terms, then seven (7) months of the
Base Salary; (y) the sixth month of the Terms, then six (6) months of the Base
Salary; and (z) any time after the sixth month of the commencement of the Term
but before the last six (6) months of the Term, then six (6) of the Base Salary
(for purposes of convenience only, the respective time period for severance will
be referred to as "Severance Period"). The respective severance payments will be
paid at the
times and in the amounts such Base Salary would have been paid. Under such
circumstances, except as set forth below, for the balance of the respective
Severance Period, Executive shall also continue to participate in and receive
the benefits and perquisites provided for above (but not including any bonus or
stock options) to the same extent as if the Executive's employment had not been
terminated; provided, however, that in the event that Executive shall breach any
of the duties, obligations, and/or promises hereunder including but not limited
to Sections 5 and 7, in addition to any other remedies the Company may have in
the event Executive breaches this Agreement, the Company's obligation pursuant
to this Section 4(d) to continue such salary, benefits and perquisites shall
cease and Executive's right thereto shall terminate and shall be forfeited.
Executive agrees and understands that should Company terminate Executive for any
reason, Executive still is under an immediate duty to mitigate and in the event
that Executive finds and accepts suitable replacement employment before the end
of the respective Severance Period, then the Company's obligation pursuant to
this Section 4(d) to continue such salary, benefits and perquisites shall cease
and Executive's rights thereto shall terminate and shall be forfeited.
e. No Further Liability; Release. Payment made and performance by the
Company in accordance with this Section 4 shall operate to fully discharge and
release the Company and its directors, officers, employees, subsidiaries,
affiliates, stockholders, successors, assigns, agents and representatives from
any further obligation or liability with respect to Executive's employment and
termination of employment. Other than paying Executive's Base Salary through the
date of termination of Executive's employment and making any severance payment
and continuing benefits and perquisites pursuant to and in accordance with this
Section 4 (as applicable), the Company and its directors, officers, employees,
subsidiaries, affiliates, stockholders, successors, assigns, agents and
representatives shall have no further obligation or liability to Executive or
any other person under this Agreement. The Company shall have the right to
condition the payment of any severance or other amounts pursuant to Sections
4(c) or 4(d) hereof upon delivery by Executive to the Company of a release in
form and substance satisfactory to the Company of any and all claims Executive
may have against the Company and its directors, officers, employees, agents and
representatives arising out of or related to Executive's employment by the
Company and termination of such employment.
5. Confidential Information.
a. The Executive will comply with the policies and procedures of the
Company and its Subsidiaries for protecting Confidential Information and shall
never disclose to any Person (except as required by applicable law) or use for
his own benefit or gain, any Confidential Information obtained by the Executive
incident to his employment or other association with the Company or any of its
Subsidiaries. The Executive understands that this restriction shall continue to
apply after his employment terminates, regardless of the reason for such
termination.
b. All documents, records, tapes and other media of every kind and
description relating to the business, present or otherwise, of the Company or
its Subsidiaries and any copies, in whole or in part, thereof (the "Documents"),
whether or not prepared by the Executive, shall be the sole and exclusive
property of the Company and its Subsidiaries. The Executive shall safeguard all
Documents and shall surrender to the Company at the time his employment
terminates or at such
earlier time or times as the CEO or his designee may specify, all Documents that
are then in the Executive's possession or control.
6. Assignment of Rights to Intellectual Property. The Executive shall
promptly and fully disclose all Intellectual Property to the Company. The
Executive hereby assigns and agrees to assign to the Company (or as otherwise
directed by the Company) the Executive's full right, title and interest in and
to all Intellectual Property. All copyrightable works that the Executive creates
shall be considered "work made for hire".
7. Restricted Activities. The Executive agrees that some restrictions
on his activities during and after his employment are necessary to protect the
goodwill, Confidential Information and other legitimate interests of the Company
and its Subsidiaries, and that the agreed restrictions set forth below will not
deprive the Executive of the ability to earn a livelihood:
a. While the Executive is employed by the Company and for two years
after his employment terminates (the "Non-Competition Period"), the Executive
shall not, directly or indirectly, whether as owner, partner, investor,
consultant, agent, employee, co-venturer or otherwise, compete with the Company
or any of its Subsidiaries within the United States, or within any foreign
country in which the Products are sold at the date of termination of employment,
or undertake any planning for any business competitive with the Company or any
of its Subsidiaries.
b. The Executive further agrees that while he is employed by the
Company and during the Non-Competition Period, the Executive will not hire or
attempt to hire any employee of the Company or any of its Subsidiaries, assist
in such hiring by any Person, encourage any such employee to terminate his or
her relationship with the Company or any of its Subsidiaries, or solicit or
encourage any customer or vendor of the Company or any of its Subsidiaries to
terminate its relationship with them, or, in the case of a customer, to conduct
with any Person any business activity which such customer conducts or could
conduct with the Company or any of its Subsidiaries.
c. The provisions of this Section 7 shall not be deemed to preclude the
Executive from employment during the Non-Competition Period following
termination of employment hereunder by a corporation, some of the activities of
which are competitive with the business of the Company, if the Executive's
employment does not relate, directly or indirectly, to such competitive
business, and nothing contained in this Section 7 shall be deemed to prohibit
the Executive, during the Non-Competition Period following termination of
employment hereunder, from acquiring or holding, solely as an investment,
publicly traded securities of any competitor corporation so long as such
securities do not, in the aggregate, constitute one-half of 1% of the
outstanding voting securities of such corporation.
8. Enforcement of Covenants. The Executive acknowledges that he has
carefully read and considered all the terms and conditions of this Agreement,
including the restraints imposed upon him pursuant to Sections 5, 6, and 7
hereof. The Executive agrees that said restraints are necessary for the
reasonable and proper protection of the Company and its
Subsidiaries and that each and every one of the restraints is reasonable in
respect to subject matter, length of time and geographic area. The parties
further agree that, in the event that any provision of Sections 5, 6, 7 and 22
hereof shall be determined by any court of competent jurisdiction to be
unenforceable by reason of its being extended over too great a time, too large a
geographical area or too great a range of activities, such provision shall be
deemed to be modified to permit its enforcement to the maximum extent permitted
by law.
9. Indemnification. The Company shall indemnify the Executive to the
extent provided for the Company executive officers in its then current Articles
of Incorporation or Bylaws. The Executive agrees to promptly notify the Company
of any actual or threatened claim arising out of or as a result of his
employment with the Company.
10. Definitions. Words or phrases which are initially capitalized or
are within quotation marks shall have the meanings provided in this Section 10
and as provided elsewhere herein. For purposes of this Agreement the following
definitions apply:
a. "Confidential Information" means any and all information of the
Company and its Subsidiaries that is not generally known by others with whom
they compete or do business, or with whom they plan to compete or do business
and any and all information not readily available to the public, which, if
disclosed by the Company or its Subsidiaries would assist in competition against
them. Confidential Information includes without limitation such information
relating to (i) the development, research, testing, manufacturing, plant
operation processes, marketing and financial activities, including costs,
profits and sales, of the Company and its Subsidiaries, (ii) the Products and
all formulas thereof, (iii) the costs, source of supply, financial performance
and strategic plans of the Company and its Subsidiaries, (iv) the identity and
special needs of the customers and suppliers of the Company and its Subsidiaries
and (v) the people and organizations with whom the Company and its Subsidiaries
have business relationships and those relationships. Confidential Information
also includes comparable information that the Company or any of its Subsidiaries
have received belonging to others or which was received by the Company or any of
its Subsidiaries with any understanding that it would not be disclosed.
b. "Intellectual Property" means inventions, discoveries, developments,
methods, processes, formulas, compositions, works, concepts and ideas (whether
or not patentable or copyrightable or constituting trade secrets) conceived,
made, created, developed, or reduced to practice by the Executive (whether alone
or with others, whether or not during normal business hours or on or off Company
premises) during the Executive's employment that relate to either the Products
or any prospective activity of the Company and its Subsidiaries.
c. "Products" mean all products planned, researched, developed, tested,
manufactured, sold, licensed, leased or otherwise distributed or put into use by
the Company or any of its Subsidiaries, together will all services provided or
planned by the Company or any of its Subsidiaries, during the Executive's
employment.
11. Withholding. All payments made by the Company under this Agreement
shall be reduced by any tax or other amounts required to be withheld by the
Company under applicable law.
12. Assignment. Neither the Company nor the Executive may make any
assignment of this Agreement or any interest herein, by operation of law or
otherwise, without the prior written consent of the other; provided, however,
that in the event that the Company shall hereafter effect a reorganization,
consolidate with, or merge into, any other Person or transfer all or
substantially all of its properties or assets to any other Person, the Company
shall require such Person or the resulting entity to assume expressly and agree
to perform this Agreement in the same manner and to the same extent that the
Company would be required to perform it.
13. Severability. If any portion or provision of this Agreement shall
to any extent be declared illegal or unenforceable by court of competent
jurisdiction, then the remainder of this Agreement, or the application of such
portion or provision in circumstances other than those as to which it is so
declared illegal or unenforceable, shall not be affected thereby, and each
portion and provision of this Agreement shall be valid and enforceable to the
fullest extent permitted by law.
14. Waiver. No waiver of any provision hereof shall be effective unless
made in writing and signed by the waiving party. The failure of either party to
require the performance of any term or obligation of this Agreement, or the
waiver by either party of any breach of this Agreement, shall not prevent any
subsequent enforcement of such term or obligation or be deemed a waiver of any
subsequent breach.
15. Notices. Any and all notices, requests, demands and other
communications provided for by this Agreement, shall be in writing, and shall be
effective when delivered in person or deposited in the United States mail,
postage prepaid, registered or certified, and addressed to the Executive at his
last known address on the books of the Company or, in the case of the Company,
at its principal place of business, attention Chief Executive Officer and
President.
16. Entire Agreement. This Agreement constitutes the entire agreement
between the parties and supersedes all prior and contemporaneous communications,
representations and understandings, written or oral, with respect to the terms
and conditions of the Executive's employment.
17. Amendment. This Agreement may be amended or modified only by a
written instrument signed by the Executive and by an expressly authorized
officer of the Company.
18. Governing Law, Arbitration and Consent to Jurisdiction. This is a
Vermont contract and shall be construed and enforced under and be governed in
all respects by the laws of the State of Vermont, without regard to the conflict
of laws principles thereof. The parties each agree to promptly and mutually
select a mediator and promptly mediate in good faith any controversy, claim or
dispute arising between the parties hereto arising out of or related to this
Agreement and its performance or any breach or claimed breach thereof. In the
event that mediation does not resolve any such matter, then such matter other
than any matter in which injunctive relief or other equitable relief is sought
shall be definitively resolved through binding
arbitration conducted in the City of Burlington, Vermont, by a panel of three
(3) arbitrators in accordance with the then current Commercial Arbitration Rules
of the American Arbitration Association; provided, however, that notwithstanding
anything to the contrary in such Commercial Arbitration Rules, the parties shall
be entitled in the course of any arbitration conducted pursuant to this Section
to seek and obtain discovery from one another to the same extent and by means of
the same mechanisms authorized by Rules 27 through 37 of the Federal Rules of
Civil Procedure. The power and office of the arbitrators shall arise wholly and
solely from this Agreement and the then current Commercial Arbitration Rules of
the American Arbitration Association. The award of the panel or a majority of
them so rendered shall be final and binding, and judgment upon the award
rendered by the arbitrators may be entered in any court having jurisdiction
thereto.
To the extent a dispute is not to be arbitrated in accordance with the
foregoing, each of the Company and the Executive (i) irrevocably submits to the
jurisdiction of the United States District Court of Vermont and to the
jurisdiction of the state courts of Vermont (Washington Country superior,
district of Vermont) for the purpose of any suit or other proceeding arising out
of or based upon the Agreement or the subject matter hereof and agrees that any
such proceeding shall be brought or maintained only in such court, and (ii)
waives, to the extent not prohibited by applicable law, and agrees not to assert
in any such proceedings, any claim that it is not subject to the jurisdiction of
the above-named courts, that he or it is immune from extraterritorial injunctive
relief or other injunctive relief, that any such proceeding brought or
maintained in a court provided for above may not be properly brought or
maintained in such court, should be transferred to some other court or should be
stayed or dismissed by reason of the pendency of some other proceeding in some
other court, or that this Agreement or the subject matter hereof may not be
enforced in or by such court.
19. Other Obligations. Executive represents and warrants that neither
Executive's employment with the Company nor Executive's performance of his
obligations hereunder will conflict with or violate or otherwise are
inconsistent with any other obligations, legal or otherwise, which Executive may
have.
20. Cooperation. Following termination of employment with the Company,
Executive shall cooperate with the Company, as requested by the Company, to
affect a transition of Executive's responsibilities and to ensure that the
Company is aware of all matters being handled by the Executive.
21. Protection of Reputation. During the Agreement Term and thereafter,
Executive agrees that he will take no action which is intended, or would
reasonably be expected, to harm the Company or its reputation or which would
reasonably be expected to lead to unwanted or unfavorable publicity to the
Company.
22. Remedies For Breach. The parties hereto agree that Executive is
obligated under this Agreement to render personal services during the Agreement
Term of a special, unique, unusual, extraordinary and intellectual character,
thereby giving this Agreement peculiar value, and, in the event of a breach of
any covenant of Executive herein, the injury or imminent injury to
the value and the goodwill of the Company's business could not be reasonably or
adequately compensated in damages in an action at law. Accordingly, Executive
expressly acknowledges that the Company shall be entitled to specific
performance, injunctive relief or any other equitable remedy against Executive,
without the posting of a bond, in the event of any breach or threatened breach
of any provision of this Agreement by Executive (including Sections 5, 6, and 7
hereof). Without limiting the generality of the foregoing, if Executive breaches
Section 5 or 6 or 7 hereof, such breach will entitle the Company to enjoin
Executive from disclosing any Confidential Information to any competing
business, to enjoin such competing business from receiving Executive or using
any such Confidential Information and/or to enjoin Executive from rendering
personal services to or in connection with such competing business. The rights
and remedies of the parties hereto are cumulative and shall not be exclusive,
and each such party shall be entitled to pursue all legal and equitable rights
and remedies and to secure performance of the obligations and duties of the
other under this Agreement, and the enforcement of one or more of such rights
and remedies by a party shall in no way preclude such party from pursuing, at
the same time or subsequently, any and all other rights and remedies available
to it.
23. Assistance in Proceedings, Etc. Executive shall, without additional
compensation, during and after expiration of the Agreement Term, upon reasonable
notice, furnish such information and proper assistance to the Company as may
reasonably be required by the Company in connection with any legal or
quasi-legal proceeding, including any external or internal investigation,
involving the Company or any of its affiliates or in which any of them is, or
may become, a party.
24. Survival. Cessation or termination of Executive's employment with
the Company shall not result in termination of this Agreement. The respective
obligations of Executive and the rights and benefits afforded to the Company as
provided in this Agreement shall survive cessation or termination of Executive's
employment hereunder. This Agreement shall not terminate upon, and shall remain
in full force and effect following, expiration of the Agreement Term and all
rights and obligations of the parties hereto as and to the extent provided
herein shall survive such expiration.
IN WITNESS WHEREOF, this Agreement has been executed by the Company, by
its duly authorized officer, and by the Executive, as of the date first above
mentioned.
BEN & JERRY'S HOMEMADE, INC.
/s/Xxxxxxxx X. Benders /s/ Xxxxx X. Xxxx
_______________________________ By: ____________________________
Xxxxxxxx X. Benders, Executive Xxxxx X. Xxxx
Chief Executive Officer