AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
Reference is made that certain Employment Agreement dated as of January 1, 2007 by and between Vermont Pure Holdings, Ltd. (together with any subsidiaries, the “Company”) and Xxxxx X. Xxxxx (the “Executive”). This Amendment No. 1 to Employment Agreement is
dated as of September 10, 2009. Capitalized terms used in this Amendment No. 1 but not otherwise defined shall have the respective meanings ascribed to them in the Employment Agreement.
Section 1. The parties to the Employment Agreement hereby amend the Employment Agreement by deleting Section 3.2.2 of the Employment Agreement in its entirety and substituting in place thereof the following new text,
which shall constitute Section 3.2.2 of the Employment Agreement:
3.2.2 Fiscal Year 2009 and 2010 Budgeted EBITDA Bonus. With respect to the Company’s fiscal years
ending October 2009 (“FY 2009”) and October 2010 (“FY2010”), the following definitions shall apply: “EBITDA” shall mean annual earnings before interest, taxes, depreciation and amortization. “Adjusted EBITDA” shall mean EBITDA calculated without regard to any items of non-operating income or loss or goodwill impairment. If the Company has actual Adjusted EBITDA, expressed as a percentage of target annual EBITDA approved in the budget
for FY 2009 and FY2010, respectively, by the Board of Directors, which is at least 90% of such target annual EBITDA for the fiscal year in question, then the Company shall pay the Executive an annual bonus as set forth in the following table. The Compensation Committee may approve, but shall have no obligation to approve, a discretionary bonus to the Executive that takes non-operating income or loss or goodwill impairment, if any, into account.
|
Actual Adjusted EBITDA Divided by Target EBITDA |
Bonus |
|||||||
|
less than 90% of target |
- | $ | -0- | |||||
|
at least 90% but less than 91% of target |
- | 40,000 | ||||||
|
at least 91% but less than 92% of target |
- | 44,000 | ||||||
|
at least 92% but less than 93% of target |
- | 48,000 | ||||||
|
at least 93% but less than 94% of target |
- | 52,000 | ||||||
|
at least 94% but less than 95% of target |
- | 56,000 | ||||||
|
at least 95% but less than 96% of target |
- | 60,000 | ||||||
|
at least 96% but less than 97% of target |
- | 64,000 | ||||||
|
at least 97% but less than 98% of target |
- | 68,000 | ||||||
|
at least 98% but less than 99% of target |
- | 72,000 | ||||||
|
at least 99% but less than 100% of target |
- | 76,000 | ||||||
|
at least 100% but less than 102% of target |
- | 80,000 | ||||||
|
at least 102% but less than 104% of target |
- | 81,600 | ||||||
|
at least 104% but less than 106% of target |
- | 83,200 | ||||||
|
at least 106% but less than 108% of target |
- | 84,800 | ||||||
|
at least 108% but less than 110% of target |
- | 86,400 | ||||||
|
at least 110% but less than 112% of target |
- | 88,000 | ||||||
|
at least 112% but less than 114% of target |
- | 89,600 | ||||||
|
at least 114% but less than 116% of target |
- | 91,200 | ||||||
|
at least 116% but less than 118% of target |
- | 92,800 | ||||||
|
at least 118% but less than 120% of target |
- | 94,400 | ||||||
|
at least 120% of target or greater |
- | 96,000 | ||||||
1
Section 2. Except as expressly amended hereby, the provisions of the Employment Agreement shall remain in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Employment Agreement as of the date set forth above.
| COMPANY: | VERMONT PURE HOLDINGS, LTD. | ||
|
|
By: |
/s/ Xxxxx X. XxxXxxxxx | |
| Name: Xxxxx XxxXxxxxx | |||
| Title: CFO | |||
| EXECUTIVE: | By: | /s/ Xxxxx X. Xxxxx | |
| XXXXX X. XXXXX | |||
2
