Summary of Employment Terms - Coffee People Inc., Second Cup Inc. and Kenneth B. Ross
SUMMARY OF EMPLOYMENT TERMS
BETWEEN
COFFEE PEOPLE, INC.
AND
SECOND CUP INC.
AND
KENNETH B. ROSS
These summary employment terms are effective from the Closing Date of the
transaction contemplated by the Acquisition Agreement between Coffee People,
Inc. (the "Company") and Second Cup Inc., dated November 13, 1997 (the
"Transaction"). All salary and bonus provisions contained herein shall replace
any then existing compensation as at the Closing Date.
1. TERM: One year from the Closing Date of the Transaction. The
Closing Date is expected to be on or before March 31,
1998.
2. LOCATION: Portland, Oregon with expense paid travel as required.
3. TITLE: Vice President, Finance and Secretary, Coffee People, Inc.
4. DUTIES: Reporting to the CEO of Coffee People, Inc., all duties
customarily assigned to this position.
5. COMPENSATION: Annual Salary: Base salary fixed at $115,000.00 per annum.
Salary Adjustment: $7,500.00 payable six months following
the Closing Date, provided the employee has not
voluntarily resigned from the employment of the Company.
$7,500.00 payable twelve months following the Closing
Date, provided the employee has not voluntarily resigned
from the employment of the Company. Should the employee
resign subsequent to six months from the Closing Date,
this payment shall be "pro rated" for the period between
six months after the Closing Date and the last date of
employment.
Success Fee: $25,000.00 payable six months following the
Closing Date, provided the employee has not voluntarily
resigned from the employment of the Company prior to this
date.
Bonus: $16,250.00 payable six months following the Closing
Date, provided the employee has not voluntarily resigned
from the employment of the Company prior to this date.
$16,250.00 payable twelve months following the Closing
Date, provided the employee has not voluntarily resigned
from the employment of the Company prior to this date.
6. BENEFITS: To be no less favorable than those currently in place.
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7. TERMINATION
WITH CAUSE: Wages paid through termination date plus one month
severance paid.
If termination is in the first six months following the
Closing Date, then no salary adjustment shall be paid.
If termination is after six months following the Closing
Date, then the salary adjustment for the second six month
period shall be pro rated to the termination date and
paid.
Bonus and success fee entitlement forfeited, unless
termination occurs subsequent to payment dates. There
shall be no accrued calculation of bonuses or success
fee--these payments vest on a lump sum basis on the
payment dates.
Employee benefits cancelled at employer's option.
8. TERMINATION
WITHOUT CAUSE: Wages paid through termination date and the later of
twelve months following the Closing Date or six months
following termination, paid as a lump sum less all
applicable withholding taxes.
Any unpaid salary adjustment to be paid, less all
applicable withholding taxes.
All outstanding bonus and success fee payments vest upon
termination and are to be paid, less applicable
withholding taxes.
Employee benefits remain in effect for the severance
period.
9. VOLUNTARY
RESIGNATION: Employee agrees to provide 90 days' written notice of
resignation.
Wages paid through last date of employment, which shall be
90 days after employee has provided written notice of
resignation, unless at its option, the Company determines
an earlier effective date of resignation, in which case,
wages shall only be paid to the effective date of
resignation.
No additional bonus or success fee monies paid if not
otherwise payable by last date of employment.
Employee benefits cease as of last date of employment.
These terms of employment, effective from the Closing Date of the Transaction,
are hereby agreed by:
COFFEE PEOPLE, INC.
/s/ Kenneth B. Ross By: /s/ Taylor H. Devine
------------------------ -----------------------
Kenneth B. Ross Coffee People, Inc.
/s/ KA Welsh
------------------------
Second Cup Inc.