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EXHIBIT 10.25(11)+
LETTER AGREEMENT DATED OCTOBER 13, 1998
BETWEEN THE COMPANY AND XXXXXX XXXXX
Exhibit 81
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October 13, 1998
Xxxxxx X. Xxxxx
00 Xxxxxx Xxxxxx
Xxxxxx Xxxxxx, XX 00000
Re: Amendment of Employment Agreement
Dear Xxxxx:
Pursuant to the proposed transaction (the "Transaction")
between The Fresh Juice Company, Inc. ("Fresh Juice") and Saratoga Beverage
Group, Inc. ("Saratoga"), wherein a newly formed, wholly owned subsidiary of
Saratoga will merge (the "Merger") with and into Fresh Juice, it will be a
condition to the consummation of the Transaction that you and Fresh Juice amend,
and you hereby to amend, the Employment Agreement between Fresh Juice and you,
dated as of March 31, 1996 (the "Employment Agreement"), as follows:
1. Effective as of and subject to the date of consummation of
the Merger (the "Closing Date") you hereby agree to resign from all positions
held by you as an officer, director and employee of Fresh Juice and each of its
subsidiaries.
2. Effective as of and subject to the Closing Date, you hereby
waive all amounts (including payments and benefits) due to you under Sections 6,
14, 15 and 16 of the Employment Agreement, except for (i) the payment of the sum
of $500,000 in cash on the Closing Date, (ii) the issuance of 149,254 shares of
Class A common stock, par value $.01 per share, of Saratoga on the Closing Date,
(iii) the provision at no cost to you of the automobile currently utilized by
you for a period of two years (with insurance and maintenance) following the
Closing Date, and (iv) the provision at no cost to you of health or other group
insurance pursuant to plans which are in effect or which are instituted after
the date hereof for executive officers or employees generally of Fresh Juice for
a period of two years following the Closing Date. The shares of Class A common
stock will be registered at closing.
3. Effective as of and subject to the Closing Date, you hereby
agree (i) to extend the term of Section 24.2 of the Employment Agreement from
one year to two years following the Closing Date and (ii) to delete the word
"citrus" before the phrase "juice beverage industry" from Section 24.2(i) and
Section 24.2(ii).
4. Upon your receipt of the cash and stock referenced in
clauses (i) and (ii) of paragraph 2 above, you hereby agree to terminate the
Employment Agreement in all respects other than Section 24 of the Employment
Agreement which section, as amended by this letter agreement, shall survive the
termination of the Employment Agreement.
5. Effective as of and subject to the Closing Date, you hereby
agree to become a full-time consultant to Saratoga and Fresh Juice during the
one year period following the Closing Date in exchange for the sum of $300,000,
payable monthly in arrears over said one year period. Full time is defined for
purposes of this letter as not more than 1,000 hours in total. You shall perform
such consulting services, if any, as shall be reasonably requested by the
President/Chief Executive Officer of Saratoga or the Board of Directors of
Saratoga. The above consulting fees shall be due and payable on an unconditional
basis,
Exhibit 82
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regardless whether Saratoga determines to make use of the full 1,000 hours of
time available, except that this consulting relationship may be terminated for
cause (defined as (i) conviction of a felony or crime involving moral turpitude,
or (ii) wilful malfeasance or willful refusal to perform consulting services
reasonably requested, or (iii) death or disability, which would prevent you from
being a full-time consultant). In the event of a termination of the consulting
relationship by Saratoga other than for cause, Saratoga shall remain obligated
to pay the full balance due and owing on the $300,000 consulting fee at the time
of termination. You shall not be required to perform consulting services outside
of the Newark facility or at your home on Staten Island, except that you agree
that reasonable out-of-state travel may be required (consistent with your past
two years' employment). Any business travel shall include reimbursement for
travel and lodging (consistent with your past two years' employment). This
consulting agreement and the mutual agreement of the parties with respect
thereto constitutes a distinct and separate agreement, separate and apart from
the other provisions of this letter or the agreements embodied herein. For
example, the payments due and owing under the separate provisions of paragraphs
2, 4 and 6 shall not be affected by any failure to perform under this consulting
agreement (as embodied in this paragraph 5).
6. Effective as of and subject to the Closing Date, Fresh
Juice hereby agrees to pay $15,000 toward your legal fees and expenses to
Xxxxxxx, Del Deo, Dolan, Griffinger & Xxxxxxxxx, attention Xxxxx X. XxXxxxx.
7. Effective as of and subject to the Closing Date, you will
be appointed as a member of the Board of Directors of Saratoga (with all
associated compensation payable to non-employee directors) until the 1999 Annual
Meeting of Stockholders of Saratoga.
8. This letter agreement supersedes and replaces the letter
agreement dated August 12, 1998 among the parties hereto with respect to the
subject matter hereof.
Exhibit 83
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Kindly indicate your acceptance of the foregoing by signing in
the space provided below.
Very truly yours,
THE FRESH JUICE COMPANY, INC.
By: /s/ Xxxxxxx Xxxxxxxxxx
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Xxxxxxx Xxxxxxxxxx
Vice President
Accepted and agreed to as of
October 13, 1998
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
President and Chief Executive Officer
Exhibit 84
