EX-10.29 3 dex1029.htm REGISTRATION RIGHTS AGREEMENT Execution Version REGISTRATION RIGHTS AGREEMENT
Exhibit 10.29
Execution Version
This Registration Rights Agreement (this “Agreement”) is made as of September 28, 2010, by and between Green Mountain Coffee Roasters, Inc., a Delaware corporation (the “Company”), and Luigi Lavazza S.p.A., an Italian corporation (“Lavazza”). Unless otherwise defined herein, capitalized terms used in this Agreement have the respective meanings ascribed to them in Section 1.
(a) “Additional Shares” shall have the meaning given to such term in the Purchase Agreement.
(b) “Board” shall mean the Board of Directors of the Company.
(c) “Commission” shall mean the Securities and Exchange Commission or any other federal agency at the time administering the Securities Act.
(d) “Demand Notice” means a written request from Lavazza to the Company to file a Demand Registration Statement, stating the number of Registrable Securities to be included on such Demand Registration Statement.
(e) “Exchange Act” shall mean the Securities Exchange Act of 1934, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.
(f) “New Securities” shall have the meaning given to such term in the Purchase Agreement.
(g) “Other Selling Stockholders” shall mean persons other than Lavazza and Lavazza’s Subsidiaries who are from time to time entitled to include their Other Shares in certain registrations hereunder.
(h) “Other Shares” shall mean shares of Common Stock, other than Registrable Securities (as defined below), with respect to which registration rights have been granted by the Company from time to time.
(i) “Person” shall mean any individual, partnership, corporation, company, association, trust, joint venture, limited liability company, unincorporated organization, entity or division, or any government, governmental department or agency or political subdivision thereof.
(j) “Registrable Securities” shall mean the Shares, any Additional Shares and any New Securities purchased by Lavazza in accordance with the Purchase Agreement, in each case, that are held, from time to time, by Lavazza.
(k) The terms “register,” “registered” and “registration” shall refer to a registration effected by preparing and filing a registration statement in compliance with the Securities Act and applicable rules and regulations thereunder, and the declaration or ordering of the effectiveness of such registration statement.
(l) “Registration Expenses” shall mean all expenses incurred in effecting any registration pursuant to this Agreement, including, without limitation, all registration, qualification, and filing fees, printing expenses, escrow fees, fees and disbursements of counsel for the Company, blue sky fees and expenses, and expenses of any regular or special audits incident to or required by any such registration, but shall not include Selling Expenses.
(m) “Registration Trigger Event” shall mean the earlier to occur of (i) such time when Xxxxxx Xxxxxxx, members of his family and trusts for their benefit cease to have, in the aggregate, “beneficial ownership” (within the meaning of Rules 13d-3 and 13d-5 under the Exchange Act) of at least 10% of the outstanding equity securities of the Company entitled to vote for members of the Board or equivalent governing body of the Company or (ii) January 31, 2011 if the Company and Lavazza have not executed the Distribution Agreement as contemplated by the Purchase Agreement unless such parties mutually agree that negotiations for such Distribution Agreement are continuing in good faith.
(n) “Rule 144” shall mean Rule 144 as promulgated by the Commission under the Securities Act, as such rule may be amended from time to time, or any similar successor rule that may be promulgated by the Commission.
(o) “Securities Act” shall mean the Securities Act of 1933, as amended, or any similar successor federal statute and the rules and regulations thereunder, all as the same shall be in effect from time to time.
(p) “Selling Expenses” shall mean all underwriting discounts, selling commissions, brokerage fees and stock transfer taxes applicable to the sale of Registrable Securities, the fees and expenses of any legal counsel and any other advisors Lavazza engages
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and all similar fees and commissions relating to Lavazza’s disposition of the Registrable Securities.
(q) “Shares” shall have the meaning given to such term in the Purchase Agreement.
(r) “Subsidiary” shall mean, with respect to any Person, any other Person (A) of which such Person or a subsidiary of such Person is a general partner or (B) of which a majority of the voting securities or other voting interests, or a majority of the securities or other interests of which having by their terms ordinary voting power to elect a majority of the board of directors or Persons performing similar functions with respect to such entity, is directly or indirectly owned by such Person and/or one or more subsidiaries thereof.
Registration Rights
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for all of the Registration Expenses incurred by the Company in connection with the withdrawn registration.
(i) in any particular jurisdiction in which the Company would be required to execute a general consent to service of process in effecting such registration, unless the Company is already subject to service in such jurisdiction and except as may be required by the Securities Act;
(ii) after the Company has filed with the Commission three (3) Demand Registration Statements pursuant to this Section 2.1 (counting for these purposes only registrations which have been declared or ordered effective);
(iii) if the Company has filed with the Commission a Demand Registration Statement pursuant to this Section 2.1 within the preceding six (6) months, and such Demand Registration Statement has been declared or ordered effective;
(iv) during the period starting with the date thirty (30) days prior to the Company’s good faith estimate of the date of filing of, and ending on a date ninety (90) days after the effective date of, a Company-initiated registration; provided that the Company is actively employing in good faith best efforts to cause such registration statement to become effective; or
(v) if a Demand Notice request is for a number of Registrable Securities that is smaller than the greater of (i) one-third (1/3) of the Registrable Securities then held by Lavazza or (ii) one million (1,000,000) shares of Common Stock.
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Company Registration.
(i) promptly give written notice of the proposed registration to Lavazza; and
(ii) include in such registration, except as set forth in Section 2.3(d) below, and in any underwriting involved therein all of such Registrable Securities as are specified in a written request or requests made by Lavazza received by the Company within ten (10) business days after such written notice from the Company is received by Lavazza. Notwithstanding anything contained herein, in the event that the Commission or applicable federal securities laws and regulations prohibit the Company from including all of the Registrable Securities requested by Lavazza to be registered in a registration statement pursuant to this Section 2.2(a) then the Company shall be obligated to include in such registration statement only such limited portion of the Registrable Securities as is permitted by the Commission or such federal securities laws and regulations.
(z) If, pursuant to Section 2.1, Lavazza intends to distribute the Registrable Securities covered by its request by means of an underwriting, it shall so advise the Company as part of its request made pursuant to Section 2.1(a).
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(aa) In connection with any offering pursuant to Section 2.1 involving an underwriting of shares of Common Stock, the Company shall be entitled to select the underwriter or underwriters for such offering, subject to the consent of Lavazza, such consent not to be unreasonably withheld, conditioned or delayed. In connection with any offering pursuant to Section 2.2 involving an underwriting of shares of Common Stock, subject to the rights of any other security holder at whose demand such offering will be effected, the Company shall be entitled to select the underwriter or underwriters for such offering in its sole discretion.
(bb) In connection with any offering pursuant to Section 2.1 or 2.2 involving an underwriting of shares of Common Stock, the Company will not be required to include any of the Registrable Securities in such underwriting unless Lavazza (i) accepts the terms of the underwriting as agreed upon between the Company and the underwriters selected by the Company in accordance with Section 2.3(b), (ii) enters into an underwriting agreement in customary form with such underwriter or underwriters, and (iii) completes and executes all questionnaires, powers of attorney, custody agreements, lock-up agreements, indemnitees and other documents required under such underwriting terms.
(cc) If the total amount of securities to be sold in any offering pursuant to Section 2.1 or Section 2.2 exceeds the amount that the underwriters determine in their sole discretion is compatible with the success of the offering, then the Company will be required to include in the offering only that number of such securities, including Registrable Securities and securities of Other Selling Stockholders (subject in each case to the cutback provisions set forth in this Section (d)), that the underwriters and the Company determine in their sole discretion will not jeopardize the success of the offering. If the registration has been requested pursuant to Section 2.1 hereof, the number of shares that are entitled to be included in the registration and underwriting will be allocated in the following manner: (a) first, securities of Other Selling Stockholders requested to be included in such registration will be excluded, (b) second, shares of Company equity securities that the Company desires to include in such registration will be excluded and (c) third, Registrable Securities requested to be included in such registration by Lavazza will be excluded. If the registration has been initiated pursuant to Section 2.2 hereof, the number of shares that are entitled to be included in the registration and underwriting will be allocated in the following manner: (x) first, securities of Other Selling Stockholders requested to be included in such registration and Registrable Securities requested to be included in such registration by Lavazza will be excluded (to be apportioned pro rata among Lavazza and the Other Selling Stockholders according to the total amount of securities entitled to be included therein owned by each selling stockholder or in such other proportions as mutually agreed to by Lavazza and such Other Selling Stockholders) and (y) second, shares of Company equity securities that the Company desires to include in such registration will be excluded. To facilitate the allocation of shares in accordance with the above provisions, the Company or the underwriters may round the number of shares allocated to any selling stockholder to the nearest 100 shares.
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(dd) Keep such registration statement effective for a period of at least one hundred and twenty (120) days from the date on which such registration statement became effective;
(ee) Prepare and file with the Commission such amendments and supplements to such registration statement and the prospectus used in connection with such registration statement as may be (i) reasonably requested by Lavazza or (ii) necessary to comply with the provisions of the Securities Act with respect to the disposition of all securities covered by such registration statement for the period set forth in subsection (a) of this Section 2.5;
(ff) Furnish such number of prospectuses, including any preliminary prospectuses, and other documents incident thereto, including any amendment of or supplement to the prospectus, and such other documents to facilitate the public sale or other disposition of such securities as is customary and as Lavazza or any managing underwriter from time to time may reasonably request;
(gg) Use its commercially reasonable efforts to cause all Registrable Securities covered by a registration statement under this Section 2 to be listed on each securities exchange on which similar securities of the Company are then listed;
(hh) Notify Lavazza, at any time when a prospectus relating thereto is required to be delivered under the Securities Act, of (i) the issuance of any stop order by the Commission suspending the effectiveness of such registration statement or the initiation of any proceedings by any Person to such effect, and promptly use its commercially reasonable efforts to obtain the release of such suspension or (ii) the occurrence of any event as a result of which the prospectus included in such registration statement, as then in effect, includes an untrue statement of a material fact or omits to state a material fact required to be stated therein or necessary to make the statements therein, in the light of the circumstances under which they were made, not misleading and promptly furnish to Lavazza copies of a supplement or amendment of such prospectus as may be necessary to correct such misstatement or omission; and
(ii) In the case of any underwritten offering, (i) cause key executives of the Company and its Subsidiaries to participate under the direction of the managing underwriter in a “road show” scheduled by such managing underwriter in such locations and of such duration as in the reasonable judgment of such managing underwriter are customary and appropriate for such underwritten offering and (ii) obtain all customary legal opinions, auditors’ consents and comfort letters and experts’ cooperation as may be required covering substantially the same matters as are customarily covered in opinions of issuer’s counsel and in accountants’ letters delivered to underwriters in underwritten public offerings of securities.
Lavazza Obligations.
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(ll) In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by law, the Company will indemnify Lavazza and each of its directors, officers and employees and each Person controlling Lavazza within the meaning of Section 15 of the Securities Act against any losses, claims, damages or liabilities to which any of the foregoing may become subject under the Securities Act, the Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) arise out of or are based upon (i) any untrue statement or alleged untrue statement of any material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary or final prospectus contained in the such registration statement, or any amendment or supplement to such registration statement or (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading. The Company will reimburse each of the foregoing for any legal or any other expenses reasonably incurred by such Person in connection with investigating or defending any such loss, claim, damage, liability or action; provided, however, that the Company will not be liable to any such Person in any such case to the extent that any such loss, claim, damage or liability arises out of or is based upon any untrue statement or alleged untrue statement or omission or alleged omission made in such registration statement or prospectus, or any such amendment or supplement, in reliance upon and in conformity with information furnished to the Company by or on behalf of Lavazza in writing specifically for use in the preparation thereof (including, without limitation, the information provided by Lavazza pursuant to Section 2.8 hereof); provided, further that this indemnity will not apply to any loss, claim, damage or liability arising from an offer or sale of Registrable Securities occurring during a period in which the availability of the registration statement or any related prospectus may be suspended (a “Suspension Period”) so long as the Company theretofore provided Lavazza with notice thereof pursuant to Section 2.5(e) hereof.
(mm) In the event of any registration of any of the Registrable Securities under the Securities Act pursuant to this Agreement, to the extent permitted by law, Lavazza will indemnify and hold harmless the Company and each of its directors, officers and employees and each Person controlling the Company within the meaning of Section 15 of the Securities Act
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against any losses, claims, damages or liabilities, joint or several, to which any of the foregoing may become subject under the Securities Act, the Exchange Act or otherwise insofar as such losses, claims, damages or liabilities (or actions in respect thereof) (A) arise out of or are based upon (i) any untrue statement or alleged untrue statement of a material fact contained in any registration statement under which such Registrable Securities were registered under the Securities Act, any preliminary or final prospectus contained in such registration statement, or any amendment or supplement to the registration statement or (ii) any omission or alleged omission to state a material fact required to be stated therein or necessary to make the statements therein (in the case of any prospectus, in the light of the circumstances under which they were made) not misleading, if the statement or omission was made in reliance upon and in conformity with information furnished to the Company by or on behalf of Lavazza in writing, specifically for use in connection with the preparation of such registration statement, prospectus, amendment or supplement (as applicable) or (B) arise out of or are based upon a sale of Registrable Securities during a Suspension Period so long as the Company theretofore provided Lavazza with notice thereof pursuant to Section 2.5(e) hereof. In no event shall the liability of Lavazza be greater in amount than the dollar amount of the proceeds received by Lavazza under the sale of the Registrable Securities giving rise to such indemnification obligation, except in the case of any losses, claims, damages or liabilities (or actions in respect thereof) arising out of or based upon fraud or willful misconduct by Lavazza.
(nn) Each party entitled to indemnification under this Section 2.7 (the “Indemnified Party”) shall give notice to the party required to provide indemnification (the “Indemnifying Party”) promptly after such Indemnified Party has knowledge of any claim as to which indemnity may be sought, and shall permit the Indemnifying Party to assume the defense of such claim or any litigation resulting therefrom; provided that counsel for the Indemnifying Party, who shall conduct the defense of such claim or any litigation resulting therefrom, shall be approved by the Indemnified Party (whose approval shall not be unreasonably withheld), and the Indemnified Party may participate in such defense at such party’s expense; and provided further that the failure of any Indemnified Party to give notice as provided herein shall not relieve the Indemnifying Party of its obligations under this Section 2.7, to the extent such failure is not prejudicial. No Indemnifying Party, in the defense of any such claim or litigation, shall, except with the consent of each Indemnified Party, consent to entry of any judgment or enter into any settlement that does not include as an unconditional term thereof the giving by the claimant or plaintiff to such Indemnified Party of a release from all liability in respect to such claim or litigation. Each Indemnified Party shall furnish such information regarding itself or the claim in question as an Indemnifying Party may reasonably request in writing and as shall be reasonably required in connection with the defense of such claim and litigation resulting therefrom.
(oo) If the indemnification provided for in this Section 2.7 is held by a court of competent jurisdiction to be unavailable to an Indemnified Party with respect to any loss, liability, claim, damage, or expense referred to herein, then the Indemnifying Party, in lieu of indemnifying such Indemnified Party hereunder, shall contribute to the amount paid or payable by such Indemnified Party as a result of such loss, liability, claim, damage, or expense in such proportion as is appropriate to reflect the relative fault of the Indemnifying Party on the one hand and of the Indemnified Party on the other in connection with the statements or omissions that resulted in such loss, liability, claim, damage, or expense as well as any other relevant equitable considerations. The relative fault of the Indemnifying Party and of the Indemnified Party shall
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be determined by reference to, among other things, whether the untrue or alleged untrue statement of a material fact or the omission to state a material fact relates to information supplied by the Indemnifying Party or by the Indemnified Party and the parties’ relative intent, knowledge, access to information, and opportunity to correct or prevent such statement or omission. No Person guilty of fraudulent misrepresentation (within the meaning of Section 11(f) of the Securities Act) will be entitled to contribution from any Person who was not guilty of such fraudulent misrepresentation.
Rule 144 Requirements. With a view to making available to Lavazza the benefits of Rule 144 promulgated under the Securities Act and any other rule or regulation of the Commission that may at any time permit Lavazza to sell Registrable Securities to the public without registration, the Company agrees to use its commercially reasonable efforts to:
(pp) make and keep public information available, as those terms are understood and defined in Rule 144 under the Securities Act;
(qq) file with the Commission in a timely manner all reports and other documents required of the Company under the Securities Act and the Exchange Act;
(rr) furnish to Lavazza upon written request a copy of the most recent annual or quarterly report of the Company and such other reports and other publicly available documents as may be reasonably requested by Lavazza to avail itself of any rule or regulation of the Commission which permits Lavazza to sell the Registrable Securities without registration; and
(ss) prior to the filing of the registration statement or any amendment thereto (whether pre-effective or post-effective), and prior to the filing of any prospectus or prospectus
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supplement related thereto, to provide Lavazza with copies of all of the pages thereof (if any) that reference Lavazza.
Termination of Status as Registrable Securities. The Registrable Securities will cease to be Registrable Securities upon the earliest to occur of the following events: (i) such Registrable Securities have been sold pursuant to an effective registration statement; or (ii) such Registrable Securities have been sold by Lavazza pursuant to Rule 144 (or other similar rule); provided, further, that each Registrable Security will cease to be deemed a Registrable Security for so long as such Registrable Security may be resold by Lavazza pursuant to Rule 144(b)(1)(i).
Lock-Up. Without the prior written consent of the Company and any underwriter managing an underwritten offering of the Company’s securities, Lavazza shall not (a) offer, pledge, sell, contract to sell, sell any option or contract to purchase, purchase any option or contract to sell, grant any option, right or warrant to purchase, lend, or otherwise transfer, directly or indirectly, any Common Stock or any securities convertible into or exercisable or exchangeable for such Common Stock or (b) enter into any swap or other arrangement that transfers to another, in whole or in part, any of the economic consequences of ownership of Common Stock, whether any such transaction described in clause (a) or (b) above is to be settled by delivery of such Common Stock or such other securities, in cash or otherwise for any lock-up period agreed upon by the underwriters and the Company in an underwritten offering of the securities of the Company in which Registrable Securities are sold. For the avoidance of doubt, the provisions of this Section 2.11 are in addition to the limitations set forth in Section 8 of the Purchase Agreement.
Amendment. No amendment, alteration or modification of any of the provisions of this Agreement will be binding unless made in writing and signed by each of the Company and Lavazza.
Notices. All notices required or permitted under this Agreement must be in writing and sent to the address or facsimile number identified below. Notices must be given: (a) by personal delivery, with receipt acknowledged; (b) by facsimile followed by hard copy delivered by the methods under clause (c) or (d); (c) by prepaid certified or registered mail, return receipt requested; or (d) by prepaid reputable overnight delivery service. Notices will be effective upon
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receipt. Either party may change its notice address by providing the other party written notice of such change. Notices shall be delivered as follows:
If to Lavazza: | Luigi Lavazza S.p.A. | |
Attention: Xxxxxx Xxxxx, General Counsel | ||
Xxxxx Xxxxxx, 00 | ||
00000 Xxxxxx, Xxxxx | ||
Fax: x00-000-000-0000 | ||
with a copy to: | Xxxxxx Xxxxxxxx Xxxxx & Xxxxxxxx LLP | |
Attention: Xxxxxxx X. Xxxxx, Esq. | ||
Xxx Xxxxxxx Xxxxx | ||
Xxx Xxxx, XX 00000 | ||
Fax: (000) 000-0000 | ||
If to the Company: | Green Mountain Coffee Roasters, Inc. | |
Attention: Xxxxxx Xxxxxxxx, | ||
Vice President, Corporate General Counsel, and Secretary | ||
00 Xxxxxx Xxxx | ||
Xxxxxxxxx, XX 00000 | ||
Fax: (000) 000-0000 | ||
with a copy to: | Ropes & Xxxx LLP | |
Attention: Xxxx X. Xxxxxxxxx, Esq. | ||
Xxx Xxxxxxxxxxxxx Xxxxx | ||
Xxxxxx, XX 00000 | ||
Fax: (000) 000-0000 |
Governing Law; Jurisdiction; Venue; Jury Trial.
(tt) This Agreement shall be governed by, and construed in accordance with, the law of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction) that would cause the application of the laws of any jurisdiction other than the State of New York.
(uu) Each of the Company and Lavazza irrevocably and unconditionally submits, for itself and its property, to the nonexclusive jurisdiction of the courts of the State of New York sitting in the Borough of Manhattan, New York and of the United States District Court of the Southern District of New York, and any appellate court from any thereof, in any action or proceeding arising out of or relating to this Agreement and the transactions contemplated herein, or for recognition or enforcement of any judgment, and each of the Company and Lavazza irrevocably and unconditionally agrees that all claims in respect of any such action or proceeding may be heard and determined in such New York state court or, to the fullest extent permitted by applicable law, in such federal court. Each of the Company and Lavazza hereto agrees that a final judgment in any such action or proceeding shall be conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law.
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(vv) Each of the Company and Lavazza irrevocably and unconditionally waives, to the fullest extent permitted by applicable law, any objection that it may now or hereafter have to the laying of venue of any action or proceeding arising out of or relating to this Agreement and the transactions contemplated herein in any court referred to in Section 3.4(b) hereof. Each of the Company and Lavazza hereby irrevocably waives, to the fullest extent permitted by applicable law, the defense of an inconvenient forum to the maintenance of such action or proceeding in any such court.
(ww) EACH OF THE COMPANY AND LAVAZZA HEREBY IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN ANY LEGAL PROCEEDING DIRECTLY OR INDIRECTLY ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY (WHETHER BASED ON CONTRACT, TORT OR ANY OTHER THEORY). EACH OF THE COMPANY AND LAVAZZA (A) CERTIFIES THAT NO REPRESENTATIVE, AGENT OR ATTORNEY OF ANY OTHER PERSON HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PERSON WOULD NOT, IN THE EVENT OF LITIGATION, SEEK TO ENFORCE THE FOREGOING WAIVER AND (B) ACKNOWLEDGES THAT EACH OF THE COMPANY AND LAVAZZA HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION.
Successors, Assigns and Transferees. (a) Any and all rights, duties and obligations hereunder shall not be assigned, transferred, delegated or sublicensed by any party hereto without the prior written consent of the other party; provided, however, that Lavazza shall be entitled to transfer Registrable Securities to one or more of its Subsidiaries and, solely in connection therewith, may assign its rights hereunder in respect of such transferred Registrable Securities, in each case, so long as Lavazza is not relieved of any liability or obligations hereunder, without the prior consent of the Company. Any transfer or assignment made other than as provided in the first sentence of this Section 3.5 shall be null and void. Subject to the foregoing and except as otherwise provided herein, the provisions of this Agreement shall inure to the benefit of, and be binding upon, the successors, permitted assigns, heirs, executors and administrators of the parties hereto.
Waiver. No failure on the part of either party hereto to exercise any power, right, privilege or remedy under this Agreement, and no delay on the part of either party hereto in exercising any power, right, privilege or remedy under this Agreement, shall operate as a waiver thereof; and no single or partial exercise of any such power, right, privilege or remedy shall preclude any other or further exercise thereof or of any other power, right, privilege or remedy.
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and the invalidated provision shall be revised in a manner that will render such provision valid while preserving the parties’ original intent to the maximum extent possible.
Titles and Subtitles. The titles and subtitles used in this Agreement are used for convenience only and are not to be considered in construing or interpreting this Agreement. All references in this Agreement to sections, paragraphs and exhibits shall, unless otherwise provided, refer to sections and paragraphs hereof and exhibits attached hereto.
[Remainder of Page Intentionally Left Blank; Signature Page Follows]
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IN WITNESS WHEREOF, the parties hereto have executed this Registration Rights Agreement effective as of the day, month and year first above written.
GREEN MOUNTAIN COFFEE ROASTERS, INC., | ||
a Delaware Corporation | ||
By: | /s/ Xxxxxxxx X. Xxxxxxxx | |
Name: | Xxxxxxxx X. Xxxxxxxx | |
Title: | President and Chief Executive Officer |
LUIGI LAVAZZA S.P.A., | ||
an Italian corporation | ||
By: | /s/ Xxxxxxx Xxxx | |
Name: | Xxxxxxx Xxxx | |
Title: | Chief Executive Officer |
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