Exhibit 10.28.1
AGREEMENT
Agreement between Ben & Jerry's Homemade, Inc. (the "Company") and Xxxxxx
Xxxxxxx, Jr. (the "Executive") dated October 21, 1996.
WHEREAS, the parties wish to record certain understandings with respect to
the Executive's termination of employment from the Company in the mutual best
interests of the Company and the Executive, and to amend the Employment
Agreement between the parties dated January 30, 1995 and the Option made
effective January 30, 1995.
NOW THEREFORE, in consideration of those premises and the mutual promises
set forth below the parties each agree as follows:
1. Notwithstanding the provisions of the Employment Agreement dated
January 30, 1995 and the Option effective January 30, 1995, the
following severance shall be paid by the Company upon the Executive's
mutually acceptable termination of employment by resignation effective
October 31, 1996:
(a) Continued monthly salary, at the annual rate in effect on the
date hereof, through January 30, 1998;
(b) Bonus for 1996, payable by January 2, 1997 in an amount equal to
$100,000;
(c) Options for an aggregate of 80,000 shares, which were granted in
January, 1995, will be vested and exercisable up through April
30, 1997; and all other options terminate on October 31, 1996,
other than the option for 25,000 shares granted in January, 1995
which vest in the fifth year under the Employment Agreement and
which will either (i) terminate on October 31, 1996 or (ii)
receive accelerated vesting (and hence be exercisable up through
April 30, 1997), as to be determined by the Board of Directors at
its meeting on October 24, 1996. The two year holding period
requirement in Section 4 of the Option on the stock that the
Executive may purchase upon any exercise of the options is hereby
deleted.
(d) Participation in the Company's life insurance and health
insurance plans shall continue on the current basis for the
shorter of one year, from October 31, 1996, or the commencement
of new employment for the Executive which provides the Executive
with eligibility to participate in comparable plans.
In the event of the Executive's death prior to the making of all of
the above payments to the Executive, the above payments shall be made
to his estate (or as he may have otherwise directed the Company in
writing); and any options that are exercisable after October 31, 1996
may be exercised by his estate as provided in the Company's Option
Plan.
2. The Executive hereby delivers his resignation effective October 31,
1996 as an officer of the Company. The Executive shall, in accordance
with his wishes and at the request of the Company, remain a director
of the Company until the 1997 Annual Meeting, to assist in the
transition to a new CEO. In addition, at his wish and in accordance
with the request of the Company, and in consideration of the
foregoing, the Executive shall be available through January 30, 1998,
for reasonable consultation and services to be performed on behalf of
the Company with respect to marketing/franchising/supplier
relationships of the Company with minority individuals and also with
respect to such other matters as may be mutually agreed between the
Company and the Executive. Such consultation and services shall be
performed at such times, given the Executive's schedule, as may be
mutually convenient and agreed, but not more than 4 days per month.
The Executive's reasonable travel and other business expenses as a
director and in performing such services shall be reimbursed by the
Company in accordance with the Company's regular procedures for
expense reimbursement.
The Company will consider an additional bonus to be paid to the
Executive (or to his estate in the event of his death) in an amount to
be determined to the Executive, depending on the success of the
Executive's efforts in the marketing/franchising/supplier area.
3. The Executive shall be entitled to keep without charge the computer
presently furnished to him by the Company. The Company shall assume
the Executive's Vermont apartment lease obligation at $1,800 plus
utilities per month, not exceeding eight (8) months from the date
hereof.
4. All other provisions in the Employment Agreement and the Option,
including covenant not to compete, shall remain applicable.
5. The parties shall exchange mutual releases for all claims, other than
the ongoing obligations after the date hereof, under the Employment
Agreement and the Option, all as amended by this Agreement.
IN WITNESS WHEREOF, each of the parties has executed this Agreement on the
day set forth above.
BEN & JERRY'S HOMEMADE, INC.
/s/Xxxxxx Xxxxxxx, Jr. By:/s/Xxxxxxx Xxxxxx
Xxxxxx Xxxxxxx, Jr. Xxxxxxx Xxxxxx
