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EXHIBIT 10.7
AGREEMENT
This Agreement is made and entered into as of June 19, 2001, by and
between PACKAGED ICE, INC., a Texas corporation (the "Company"), and X. X. Xxxxx
III (the "Director").
WHEREAS, the Company and Director are parties to the stock option
agreements listed on Schedule I attached hereto (the "Stock Option Agreements"),
which were entered into pursuant to the Packaged Ice, Inc. stock option plans
listed on Schedule II attached hereto (the "Plans"); and
WHEREAS, Director currently serves the Company as a member of the board
of directors (the "Board"), and formerly served as Chairman of the Board,
Secretary and President of the Company; and
WHEREAS, in recognition of the service provided to the Company by
Director, the Company desires that certain of the stock options granted to
Director pursuant to the Stock Option Agreements continue in effect for so long
as Director remains a member of the Board under the terms provided in the Plan
for non-employee directors; and
WHEREAS, Director is desirous of terminating certain other Stock Option
Agreements and amending others; and
WHEREAS, the parties are desirous of clarifying that the Director's
employment agreement dated August 1, 1998 is no longer in effect.
NOW, THEREFORE, for and in consideration of the mutual promises,
covenants, and conditions set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereby agree as follows:
1. Stock Options. Director and the Company agree to terminate the
following Stock Option Agreements:
DATE OF AGREEMENT PLAN ISSUED UNDER NUMBER OF SHARES EXERCISE PRICE
----------------- ----------------- ---------------- --------------
06/19/1998 1998 Stock Option Plan 20,000 $15.00
2. Status as Non-employee Director. It is agreed that from and after
the date hereof, with respect to Director's rights and obligations under the
Plans and the
Stock Option Agreements not terminated hereby, Director shall be
deemed to be a non-employee director.
3. Duration. All stock options granted to Director under the
Stock
Option Agreements not terminated hereby shall continue in full force and effect
until the tenth anniversary of the date of each such grant, and shall vest in
accordance with their respective terms as if Director remained employed by the
Company, provided, however such stock options shall be subject to earlier
termination in accordance with the provisions of the Plans governing the early
termination of stock options issued to non-employee directors.
4. Termination of Employment Agreement. The parties acknowledge and
agree that the employment agreement between the Company and Director dated
August 1, 1998, as modified or amended, terminated effective June 1, 2001, and
that Director has received all compensation to which he was entitled thereunder.
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5. Director Compensation. For so long as Director is a member of the
Board, he will be entitled to compensation of $15,000 per year plus $2,500 per
year for every committee of the Board on which he serve. In addition, Director
will be entitled to all stock option grants authorized for non-employee
directors commencing with the grants authorized for 2001.
6. Office. The Company agrees to reimburse Director for office rent at
0000 Xxxxxxxx, Xxx Xxxxxxx, Xxxxx in accordance with past practices and to
employ Xxxx Xxxx as an office assistant until May 31, 2002.
7. Amendment of
Stock Option Agreements. As amended hereby, the
Stock
Option Agreements not terminated hereby shall continue in full force and effect.
8. Assignment; Successors and Assigns. Neither the Company nor Director
may assign this Agreement or any interest therein by operation of law or
otherwise, without the prior written consent of the other party (except in the
case of death or disability, in which case such consent shall not be required);
provided, however, that the Company may assign its rights under this Agreement
without the consent of Director in the event that the Company effects a
reorganization, consolidates with or merges into any other business entity or
transfers all or substantially all of its properties or assets to another
business entity so long as such business entity assumes all of the Company's
obligations hereunder. Subject to the foregoing, this Agreement shall inure to
the benefit of and be binding upon the Company, Director and their respective
successors, executors, administrators, heirs, and/or permitted assigns.
9. Severability. If any provision of this Agreement shall be declared
illegal or unenforceable by a final judgment of a court of competent
jurisdiction, the remainder of this Agreement, or the application of such
provision in circumstances other than those as to which it is so declared
illegal or unenforceable, shall not be affected thereby, and each remaining
provision of this Agreement shall be valid and be enforceable to the fullest
extent permitted by law.
10. Amendment. No term or provision or the duration of this Agreement
shall be altered, varied or contradicted except by a writing to that effect,
executed by authorized officers of the Company and by Director.
11. Governing Law. This Agreement shall be construed and enforced in
accordance with and governed by the laws of the State of
Texas.
12. Counterparts. This Agreement may be executed in one or more
counterparts, all of which taken together shall constitute one and the same
instrument. A facsimile of an executed counterpart signature page shall be
deemed to be an original, executed counterpart signature page.
IN WITNESS WHEREOF, the parties have signed this Agreement as of the
date hereof.
SIGNATURE PAGE FOLLOWS
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AGREEMENT COUNTERPART SIGNATURE PAGE
PACKAGED ICE, INC.
By: /s/ Xxxxx X. Xxxxxx
------------------------------------
Print Name:
-----------------------------
Print Title: President & COO
----------------------------
DIRECTOR:
/s/ X. X. Xxxxx
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X.X. Xxxxx III
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SCHEDULE I
STOCK OPTION AGREEMENTS
DATE OF AGREEMENT PLAN ISSUED UNDER NUMBER OF SHARES EXERCISE PRICE
----------------- ----------------- ---------------- --------------
12/19/1997 1994 Stock Option Plan 25,000 $10.00
05/01/1998 1994 Stock Option Plan 30,000 $13.00
06/19/1998 1998 Stock Option Plan 20,000 $15.00
03/02/1999 1998 Stock Option Plan 15,294 $ 8.00
03/08/2000 1998 Stock Option Plan 100,000 $4.125
01/24/2001 1998 Stock Option Plan 20,000 $ 2.00
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SCHEDULE II
Plan Name Date
--------- ----
1994 Stock Option Plan as Adopted by the July 26, 1994
Board of Directors on July 26, 1994
Packaged Ice, Inc. 1998 Stock Option Plan June 19, 1998
(as Adopted June 19, 1998)
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