EXECUTION COPY
AMENDMENT TO EMPLOYMENT AGREEMENT
Reference is made to the Employment Agreement made as of November 1,
1996 (the "Employment Agreement"), by and between VERMONT PURE HOLDINGS, LTD., a
Delaware corporation (the "Company"), VERMONT PURE SPRINGS, INC., a Delaware
corporation that is a wholly owned subsidiary of the Company ("Springs"), and
XXXXXXX XXXXXX (the "Executive").
The Employment Agreement is hereby amended as set forth herein. The
effective date of these amendments is November 1, 1999.
1. SECTION 3.1 of the Employment Agreement is amended by changing the
annual base salary from $186,400 to $205,000.
2. SECTION 3.2 of the Employment Agreement is amended by inserting the
following new Sections 3.2.5, 3.2.6 and 3.2.7:
SECTION 3.2.5 BONUS FOR ACHIEVING SALES OF $40,000,000. With
respect to the Company's fiscal years ending October 2000 and October
2001: if the Company has annual sales equal to or in excess of
$40,000,000, then there shall be a bonus of $25,000.
This bonus is payable only once.
SECTION 3.2.6 BONUS FOR ACHIEVING SALES OF $50,000,000. With
respect to the Company's fiscal years ending October 2000 and October
2001: if the Company has annual sales equal to or in excess of
$50,000,000, then there shall be a bonus of $50,000. This bonus is
payable only once. The bonuses set forth in Sections 3.2.5 and 3.2.6
are cumulative and may (but need not) be earned in the same fiscal
year, but in each case are payable only once.
SECTION 3.2.7. BONUS FOR ACHIEVING AND MAINTAINING $5.00 STOCK
PRICE. With respect to the period from November 1, 1999 to October 31,
2001: if the closing price of the Company's Common Stock on its
principal trading market (currently the American Stock Exchange) is
equal to or in excess of $5.00 per share for 54 trading days in any
period of 60 consecutive trading days, where a "trading day" is a
business day on which the principal trading market for the Company's
Common Stock is open for trading, then there shall be a bonus of
$50,000. This bonus is payable only once.
3. SECTION 3.2 of the Employment Agreement is amended by renumbering
the previously existing Section 3.2.5 as Section 3.2.8, which shall be amended
to read in its entirety as follows:
SECTION 3.2.8. TIME OF BONUS PAYMENTS. Each bonus required to
be paid to the Executive under Section 3.2, except for the bonus set
forth in Section 3.2.7, shall be paid as soon as practicable after the
filing with the Securities and Exchange Commission of
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the Company's Annual Report on Form 10-K or 10-KSB or successor form,
as the case may be. The bonus set forth in Section 3.2.7 shall be paid
as soon as practicable following the delivery to the Company's Chief
Financial Officer of a certificate in writing, signed by the Chairman
(or if there is no Chairman, any member) of the Compensation Committee
of the Board of Directors, stating that the conditions in Section 3.2.7
have been satisfied.
4. In all other respects, the terms and provisions of the Employment
Agreement are hereby confirmed by the parties hereto.
IN WITNESS WHEREOF, the parties have executed this Amendment to
Employment Agreement on October __, 1999.
COMPANY: VERMONT PURE HOLDINGS, LTD.
By:__/s/ Xxxxx X. Preston_____________
Name: Xxxxx X. Xxxxxxx
Title: Director
SPRINGS: VERMONT PURE SPRINGS, INC.
By:__/s/ Xxxxx X. XxXxxxxxx, Xx.________
Name: Xxxxx X. XxXxxxxxx, Xx.
Title: Director
EXECUTIVE: __/s/ Xxxxxxx Fallon___________________
XXXXXXX XXXXXX
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