ContractInnovative Food Holdings Inc • November 19th, 2014 • Wholesale-groceries, general line
The employment agreements for each of Sam Klepfish and Justin Wiernasz, the Corporation’s CEO and President, respectively, were amended (i) ) in the event of a change of control (as defined below) all equity based compensation (including options and restricted stock units) payable pursuant to such employment agreements, shall immediately vest and/or restrictions thereon shall lapse, and (ii) to provide that in the event of a termination without Cause (as defined in the employment agreement) they shall receive a lump sum payment equal to the greater of (x) the salary payable over the last six months of the term of the agreement, or (y) the Base Salary (as defined in the employment agreement) remaining through the end of the then-current term of the agreement. The definition of change of control shall mean the occurrence of any of the following events: (w) the sale or transfer by the Company for at least $25 million (such consideration consisting of cash, cash equivalents, notes or secur
AGREEMENT AND PLAN OF MERGER AMONG INNOVATIVE FOOD HOLDINGS, INC., THE FRESH DIET, INC., AND FD ACQUISITION CORP.Agreement and Plan of Merger • November 19th, 2014 • Innovative Food Holdings Inc • Wholesale-groceries, general line • Florida
This AGREEMENT AND PLAN OF MERGER (this “Agreement”) is made and entered into as of August 15, 2014, among Innovative Food Holdings, Inc., a Florida corporation (“Parent”), The Fresh Diet, Inc., a Florida corporation (“FD”), and FD Acquisition Corp., a Florida corporation and a wholly-owned subsidiary of Parent (“Merger Sub”) in connection with the transactions contemplated hereby.
