November 20, 2013
EXHIBIT 10.35
[Anheuser-Xxxxx Letterhead]
November 20, 2013
Xxxx Xxxxxxxx
EVP & Chief Financial Officer
000 X. Xxxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Re: Amended and Restated Master Distributor Agreement (“Distributor Agreement”) dated as of May 1, 2011 between Anheuser-Xxxxx, LLC, as successor in interest to Anheuser-Xxxxx, Incorporated (“AB”) and Craft Brew Alliance, Inc., f/k/a Craft Brewers Alliance, Inc. (“CBA”)
Dear Xxxx:
Pursuant to Section 7.03(iii) of the Distributor Agreement, AB has the right to terminate the Distributor Agreement if Xxxxx Xxxxxxxxxx ceases to function as the chief executive officer of CBA and a successor to Xx. Xxxxxxxxxx satisfactory to AB is not appointed as his successor.
We understand that Xxxxx Xxxxxxxxxx may resign as chief executive officer of CBA and be replaced by Xxxxxx Xxxxxx.
ABI regards Xxxxxx Xxxxxx as a satisfactory successor to Xxxxx Xxxxxxxxxx and confirms that its rights under Section 7.03(iii) of the Distributor Agreement will not arise upon the resignation of Xxxxx Xxxxxxxxxx and the concurrent appointment of Xxxxxx Xxxxxx as chief executive officer of CBA.
The parties further agree that, on and after the effective date of the resignation of Xxxxx Xxxxxxxxxx and the appointment of Xxxxxx Xxxxxx as chief executive officer of CBA, Section 7.03(iii) shall be amended to read as follows:
7.03 ABI shall have the right and option to terminate this Agreement at any time upon six months’ prior written notice to CBA, in the event:
(iii) The chief executive officer of CBA (Xxxxxx Xxxxxx) ceases to function as chief executive officer and within six months of such cessation an individual serving as chief executive officer satisfactory in the sole, good faith discretion of ABI is not serving as chief executive officer of CBA.
All other provisions of the Distributor Agreement shall remain in full force and effect (including the remaining provisions of Section 7.03).
The provisions of this letter agreement shall be of no continuing effect if the effective date of the resignation of Xxxxx Xxxxxxxxxx and appointment of Xxxxxx Xxxxxx does not occur on or prior to March 31, 2014.
Please indicate your agreement to the foregoing by executing and returning this letter agreement.
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Very truly yours,
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/s/ E. Xxxxxx Xxxxxxx
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/s/ Xxxxxx Xxxxxx
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E. Xxxxxx Xxxxxxx
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Xxxxxx Xxxxxx
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Vice President, Business
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Assistant Secretary
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and Wholesaler Development
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Agreed to by:
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By:
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/s/ Xxxx Xxxxxxxx
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Xxxx Xxxxxxxx
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EVP & Chief Financial Officer
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