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EXHIBIT 10.26(11)
LETTER AGREEMENT DATED OCTOBER 13, 1998
BETWEEN THE COMPANY AND XXXXXX XXXXX
Exhibit 85
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THE FRESH JUICE COMPANY, INC.
00 XXXXXX XXXXXX, XXXXX 0
XXXXX, XXX XXXXXX 00000
October 13, 1998
Xxxxxx Xxxxx
0 Xxxxxx Xxxx
Xxxxx Xxxx, 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 agree 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 the 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 $250,000 in cash referenced in paragraph 3 below on the Closing Date, (ii)
the provision at no cost to you of the Cadillac automobile currently utilized by
you for a period of one year (with insurance and maintenance) following the
Closing Date, and (iii) 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 one year following the Closing Date.
Exhibit 86
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3. Effective as of and subject to the Closing Date, in
consideration of the payment of the sum of $250,000 in cash, you hereby agree
(i) to extend the term of Section 24.2 (Agreement Not to Compete) from one year
to three years 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 sum of $250,000 in cash referenced
in paragraph 3 above and payment of your compensation, expenses and benefits on
account of services provided through the Closing Date, 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. You hereby agree to terminate the Option Agreement, dated
as of March 16, 1998, by and between you and Saratoga.
6. You hereby acknowledge and agree that those certain options
granted by Fresh Juice to you in the amount of (i) 100,000 shares on October 27,
1988 under Fresh Juice's Incentive Stock Option Plan and (ii) 60,000 shares, are
all ineffective, null and void.
Exhibit 87
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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 Xxxxx
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Xxxxxx Xxxxx
SARATOGA BEVERAGE GROUP, INC.
By: /s/ Xxxxx Xxxxxx
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Xxxxx Xxxxxx
President and Chief Executive Officer
Exhibit 88
