GMCR » Topics » E MPLOYMENT A GREEMENTS

This excerpt taken from the GMCR DEF 14A filed Jan 25, 2007.

EMPLOYMENT AGREEMENTS

In a letter dated March 13, 2001 offering Kathryn S. Brooks employment as the Company’s Vice President of Human Resources and Organizational Development, the Company agreed that, in the event that Ms. Brooks’s employment with the Company was terminated for any reason other than cause, the Company would pay Ms. Brooks severance equal to one-year’s salary payable over twelve-months.

In a letter dated September 10, 2004 offering R. Scott McCreary employment as the Company’s Senior Vice President and Chief Operating Officer, the Company agreed that, in the event that Mr. McCreary’s employment with the Company was terminated for any reason other than cause, the Company would pay Mr. McCreary severance equal to one-year’s salary payable over twelve-months.

In a letter dated July 21, 2005 offering James Travis employment as the Company’s Vice President of Sales, the Company agreed that, in the event that Mr. Travis’ employment with the Company was terminated for any reason other than cause, the Company would pay Mr. Travis severance equal to one-year’s salary payable over twelve-months.

On October 31, 2003, the Company entered into an Employment Agreement with Frances G. Rathke, its Chief Financial Officer, Treasurer and Secretary. The Employment Agreement provides that Ms. Rathke will receive a base annual salary of $190,000 for the first six months of employment and a minimum annual salary of $200,000 afterwards. It also provides for an option grant of 25,000 shares at an exercise price of $17.33. In the event the Company terminates Ms. Rathke’s employment for any reason other than cause, the Company would pay Ms. Rathke severance equal to one-year’s salary over twelve-months. In case of a change in control, Ms. Rathke is entitled to severance compensation equal to one and a half times her annual salary and bonus.

In connection with its Merger with Keurig, Incorporated, on May 2, 2006 the Company entered into an employment agreement with Nicholas Lazaris, President of Keurig. The employment agreement took effect upon the consummation of the Merger on June 15, 2006 and has a term of four years. Under the terms of the employment agreement, Mr. Lazaris receives a base annual salary of $300,000 and an annual bonus, targeted at 60% of base salary, to be determined by the Company’s Board based on the performance of Keurig. Mr. Lazaris also received, upon the consummation of the Merger, an inducement stock option award entitling Mr. Lazaris to purchase 50,000 shares of the Company’s common stock at the market value on the date of grant, such option to vest at a rate of 25% on each of the first four anniversaries of the date of grant. If Mr. Lazaris’ employment is terminated other than for cause at any time after the expiration of two years following the date of the Merger, then Mr. Lazaris will receive severance benefits equal to one year of his base salary.

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