Peapod Inc Sample Contracts

Peapod Inc – PLAN OF MERGER (July 16th, 2001)

EXHIBIT 2.1 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER by and among KONINKLIJKE AHOLD N.V., AHOLD U.S.A. HOLDINGS, INC., BEAN ACQUISITION CORP. and PEAPOD, INC. dated as of July 16, 2001 -------------------------------------------------------------------------------- AGREEMENT AND PLAN OF MERGER This AGREEMENT AND PLAN OF MERGER (this "Agreement"), dated as of July 16, 2001, is by and among Koninklijke Ahold N.V., a public company with limited liability org

Peapod Inc – EXECUTIVE EMPLOYMENT AGREEMENT (May 15th, 2001)

EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated as of November 15, 1999 between Michael P. Brennan (the "Executive") and Peapod, Inc., a Delaware corporation (the "Company").

Peapod Inc – YEAR 2000 LONG TERM INCENTIVE PLAN (March 30th, 2001)

Exhibit 10.1 [Modified as of July 11, 2000] PEAPOD, INC. YEAR 2000 LONG TERM INCENTIVE PLAN I. INTRODUCTION 1.1 PURPOSES. The purposes of the Year 2000 Long-Term Incentive Plan (the "Plan") of Peapod, Inc. (the "Company"), and its subsidiaries from time to time (individually a "Subsidiary" and collectively the "Subsidiaries"), are (a) to align the interests of the Company's stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company's growth and success, (b) to advance the interests of the Company by attracting and retaining officers and other key employees, consultants and other persons who provide services to the Company in a capacity other than as employees and well-qualified persons who are

Peapod Inc – STOCK OPTION AGREEMENT (March 30th, 2001)

EXHIBIT 10.3 PEAPOD, INC. STOCK OPTION AGREEMENT FOR MARC VAN GELDER Pursuant to the provisions of the Executive Employment Agreement and related agreements (collectively the "EMPLOYMENT AGREEMENT") entered concurrently herewith by Peapod, Inc., a Delaware corporation (the "COMPANY") and Marc Van Gelder (the "OPTIONEE"), the Company hereby grants to the Optionee as of May 1, 2000 (the "OPTION DATE") a non-qualified option to purchase from the Company (the "Option") 250,000 shares ("OPTION SHARES") of its Common Stock, $0.01 par value ("STOCK"), at the price of $3.75 per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Employment Agreement. 1. OPTION SUBJECT TO ACCEPTANCE OF AGREEMENT. The Option shall be null

Peapod Inc – EMPLOYEE INCENTIVE PLAN (2000) (March 30th, 2001)

Exhibit 10.2 PEAPOD, INC. EMPLOYEE INCENTIVE PLAN (2000) I. INTRODUCTION 1.1 PURPOSES. The purposes of the Employee Incentive Plan (2000) (the "Plan") of Peapod, Inc. (the "Company"), and its subsidiaries from time to time (individually a "Subsidiary" and collectively the "Subsidiaries"), are (a) to align the interests of the Company's stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company's growth and success, (b) to advance the interests of the Company by attracting and retaining officers and other employees, and well-qualified persons who are not officers or employees of the Company ("non-employee directors") for service as directors of the Company and (c) to motivate such employees, consultants and other persons and non-employee dire

Peapod Inc – FIRST AMENDMENT TO CREDIT AGREEMENT (March 2nd, 2001)

FIRST AMENDMENT TO CREDIT AGREEMENT ----------------------------------- FIRST AMENDMENT TO CREDIT AGREEMENT (this "First Amendment"), dated as of --------------- February 26, 2001, among PEAPOD, INC., a Delaware corporation (the "Borrower"), -------- and KONINKLIJKE AHOLD NV (the "Lender"). All capitalized terms used herein and ------ not otherwise defined shall have the respective meanings assigned to them in the Credit Agreement referred to below. W I T N E S S E T H: ------------------- WHEREAS, the Borrower and the Lender are parties to a Credit Agreement dated as of April 14, 2000 (the "Credit Agreement"); ---------------- WHEREAS, the Borrower desires to increase the Commitment

Peapod Inc – STOCKHOLDERS RIGHTS AGREEMENT (January 12th, 2001)

Exhibit 4.1 Modified as of October 12, 2000 AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT amended and restated as of October 12, 2000 between PEAPOD, INC. and FIRST CHICAGO TRUST COMPANY OF NEW YORK, A DIVISION OF EQUISERVE as Rights Agent TABLE OF CONTENTS Page ----

Peapod Inc – ASSET PURCHASE AGREEMENT (November 21st, 2000)

ASSET PURCHASE AGREEMENT DATED AS OF SEPTEMBER 7, 2000 AMONG STREAMLINE.COM, INC., BEACON HOME DIRECT, INC., STREAMLINE MID-ATLANTIC, INC. AND PEAPOD, INC. TABLE OF CONTENTS PAGE ---- ARTICLE I DEFINITIONS AND INTERPRETATIONS................................................1 1.1. Definitions.....................................................1 1.2. Interpretation..................................................7 ARTICLE II PURCHASE AND SALE..............................................................7 2.1. Purchased As

Peapod Inc – EXCHANGE AGREEMENT (October 18th, 2000)

EXHIBIT 99.1 EXCHANGE AGREEMENT AND FIRST AMENDMENT TO PURCHASE AGREEMENT (Dated April 14, 2000) by and among PEAPOD, INC., and KONINKLIJKE AHOLD N.V. Dated as of October 12, 2000 TABLE OF CONTENTS ----------------- Page ---- ARTICLE I EXCHANGE AND AMENDMENT...................................... 1 1.1. Exchange.................................................... 1 1.2. The Closing...........................................

Peapod Inc – RESTATED CERTIFICATE OF INCORPORATION (July 7th, 2000)

Exhibit 99.1 CERTIFICATE OF AMENDMENT OF RESTATED CERTIFICATE OF INCORPORATION OF PEAPOD, INC. Peapod, Inc. (the "Corporation") a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware, does hereby certify that: FIRST: The Board of Directors of the Corporation, by unanimous written consent, duly adopted a resolution proposing and approving the following amendments to the Restated Certificate of Incorporation of the Corporation and directing that it be submitted to the stockholders of the Corporation at the annual meeting of the stockholders to consider and adopt the same: 1. The first paragraph of Article FOURTH is hereby amended and restated in its entirety to read as follows: "The total numbe

Peapod Inc – CREDIT AGREEMENT (April 28th, 2000)

Exhibit 99.2 -------------------------------------------------------------------------------- CREDIT AGREEMENT among PEAPOD, INC. and KONINKLIJKE AHOLD NV ---------------- Dated as of April 14, 2000 ---------------- $20,000,000 -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- SECTION 1. Amount and Terms of Credit.................................... 1 1.01 Commitmen

Peapod Inc – PURCHASE AGREEMENT (April 28th, 2000)

Exhibit 99.1 -------------------------------------------------------------------------------- PURCHASE AGREEMENT among PEAPOD, INC., a Delaware corporation and KONINKLIJKE AHOLD N.V. ----------------------- Dated April 14, 2000 ----------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- ARTICLE I

Peapod Inc – VOTING AGREEMENT (April 28th, 2000)

EXHIBIT 99.7 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- VOTING AGREEMENT among THE STOCKHOLDERS NAMED HEREIN and KONINKLIJKE AHOLD N.V. ---------------- Dated as of April 14, 2000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") is made as of April 14, 2000, by and among Thomas L. Parkinson, Andrew B. Parkinson, Trygve E. Myhren, Robert S. Goodale, Tasso H. Coin, Seth L. Pierrepont, Mark VanStekelenb

Peapod Inc – STOCKHOLDERS RIGHTS AGREEMENT (April 28th, 2000)

Exhibit 4.1 AMENDED AND RESTATED STOCKHOLDERS RIGHTS AGREEMENT amended and restated as of April 13, 2000 between PEAPOD, INC. and FIRST CHICAGO TRUST COMPANY OF NEW YORK, A DIVISION OF EQUISERVE as Rights Agent TABLE OF CONTENTS Page ---- Section 1. Certain Definitions............................................................2 Sec

Peapod Inc – VOTING AGREEMENT (April 28th, 2000)

EXHIBIT 99.8 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- VOTING AGREEMENT among THE STOCKHOLDERS NAMED HEREIN and KONINKLIJKE AHOLD N.V. ---------------- Dated as of April 14, 2000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- VOTING AGREEMENT THIS VOTING AGREEMENT (the "Agreement") is made as of April 14, 2000, by and among Tribune National Marketing Company, a Delaware corporation ("Tribune"), Nevis Capital Management, Inc., a Maryland corporation ("Ne

Peapod Inc – REGISTRATION RIGHTS AGREEMENT (April 28th, 2000)

Exhibit 99.5 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- REGISTRATION RIGHTS AGREEMENT among PEAPOD, INC., and KONINKLIJKE AHOLD N.V. ---------------- Dated as of April 14, 2000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ----

Peapod Inc – AMENDED AND RESTATED SECURITY AGREEMENT (April 28th, 2000)

Exhibit 99.3 AMENDED AND RESTATED SECURITY AGREEMENT dated as of April 5, 2000 by PEAPOD, INC. Debtor to BEW, Inc. and KONINKLIJKE AHOLD NV each a Secured Party TABLE OF CONTENTS Page ---- Section 1. Definitions...................................................... 1 Section 2. Collateral....................................................... 5 2.1 Grant of Security Interest...

Peapod Inc – WARRANT (April 28th, 2000)

Exhibit 99.10 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- WARRANT to Purchase Common Stock of PEAPOD, INC., a Delaware corporation ---------------- Warrant No. B-2 Original Issue Date: April 14, 2000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- NEITHER THIS WARRANT NOR ANY OF THE SECURITIES ISSUABLE UPON EXERCISE HEREOF HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR ANY STATE SECURITIES LAW. THE WARRANTS REPRESENTED BY THIS CERTIFICAT

Peapod Inc – WARRANT (April 28th, 2000)

Exhibit 99.9 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- WARRANT to Purchase Common Stock of PEAPOD, INC., a Delaware corporation ---------------- Warrant No. B-1 Original Issue Date: April 10, 2000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- 1.DEFINITIONS...

Peapod Inc – PROMISSORY NOTE (April 28th, 2000)

Exhibit 99.13 PROMISSORY NOTE U.S. $3,000,000.00 Dated: April 5, 2000 FOR VALUE RECEIVED, the undersigned, PEAPOD, INC. , a Delaware corporation (the "Borrower"), HEREBY UNCONDITIONALLY PROMISES TO PAY to the order of BEW, Inc., a Delaware corporation (the "Lender"), or its registered and permitted assigns, in lawful money of the United States of America the principal sum of THREE MILLION AND NO/100 U.S. DOLLARS (U.S. $3,000,000.00), such amount representing the original aggregate principal amount of two term loans evidenced hereby, one in the principal amount of U.S. $2,000,000.00 made on April 5, 2000 and the other in the principal amount of U.S. $1,000,000.00 made on April 10, 2000 (collectively, the "Term Loan") owed by the Borrower to the Lender pursuant to this Promissory Note and that certain Letter, dated as of April 4, 2000 by and between the Borrower and the Lender (as amended as of the date her

Peapod Inc – WARRANT (April 28th, 2000)

Exhibit 99.11 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- WARRANT to Purchase Common Stock of PEAPOD, INC., a Delaware corporation ---------------- Warrant No. [ ] Original Issue Date: [ ], 2000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ---- 1. DEFINITIONS

Peapod Inc – SUPPLY AND SERVICES AGREEMENT (April 28th, 2000)

Exhibit 99.6 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- SUPPLY AND SERVICES AGREEMENT between PEAPOD, INC. and KONINKLIJKE AHOLD N.V. ---------------- Dated as of April 14, 2000 -------------------------------------------------------------------------------- -------------------------------------------------------------------------------- TABLE OF CONTENTS Page ----

Peapod Inc – FORM OF SEVERANCE AGREEMENT (March 30th, 2000)

Exhibit 10.8 FORM OF SEVERANCE AGREEMENT THIS AMENDED AND RESTATED SEVERANCE AGREEMENT (this "Agreement") was entered into as of the ___ day of ________, ____ and amended and restated as of this ___ day of ________, ____, by and between Peapod, Inc., a Delaware corporation (the "Company"), and ______________ (the "Executive"). W I T N E S S E T H WHEREAS, the Executive currently serves as a key employee of the Company and his services and knowledge are valuable to the Company in connection with the management of one or more of the Company's principal operating facilities, divisions, departments or subsidiaries; and WHEREAS, concurrently with the execution hereof, Executive and the Company are entering into an employment agreement, which employment agreement provides for substantial benefits; and WHEREAS, the Board (

Peapod Inc – FORM OF INDEMNIFICATION AGREEMENT (March 30th, 2000)

EXHIBIT 10.16 FORM OF INDEMNIFICATION AGREEMENT THIS INDEMNIFICATION AGREEMENT (this "Agreement") was entered into as of the ___ day of _____, ____ and amended and restated as of this ___ day of _____, ____, between Peapod, Inc., a Delaware corporation (the "Company"), and _____________ (the "Indemnitee"). WHEREAS, it is essential to the Company and its stockholders to attract and retain qualified and capable directors, officers, employees, agents and fiduciaries; WHEREAS, the Restated Certificate of Incorporation of the Company (the "Certificate of Incorporation") and Restated By-Laws (the "By-Laws") requires the Company to indemnify, and permits the Company to advance expenses to, its directors and officers to the extent not prohibited by law, and allows the Company to indemnify employees and agents; WHEREAS, in recognition of Indemnitee's need for

Peapod Inc – PROMISSORY NOTE (March 30th, 2000)

Exhibit 10.24 AMENDMENT NO. 1 TO PROMISSORY NOTE THIS AMENDMENT NO. 1 TO PROMISSORY NOTE (the "Amendment") is entered into as of March 3, 2000 by and among Peapod, Inc., a Delaware corporation (the "Company"), and William Malloy (the "Executive") W I T N E S S E T H WHEREAS, the Executive has executed a Promissory Note dated September 27, 1999 (the "Promissory Note") in favor of the Company; WHEREAS, the Company and the Executive desire to amend the Promissory Note in certain respects; and WHEREAS, the terms used in this Amendment which are defined in the Promissory Note shall have the respective meanings set forth in the Promissory Note, unless otherwise defined herein; NOW, THEREFORE, in consideration of the premises and the mutual agreements hereinafter set forth, the parties hereto hereby a

Peapod Inc – AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN (March 30th, 2000)

Exhibit 10.14 PEAPOD, INC AMENDED AND RESTATED 1997 LONG-TERM INCENTIVE PLAN I. INTRODUCTION 1.1 Purposes. The purposes of the 1997 Long-Term Incentive Plan (the -------- "Plan") of Peapod, Inc. (the "Company"), and its subsidiaries from time to time (individually a "Subsidiary" and collectively the "Subsidiaries"), are (a) to align the interests of the Company's stockholders and the recipients of awards under this Plan by increasing the proprietary interest of such recipients in the Company's growth and success, (b) to advance the interests of the Company by attracting and retaining officers and other key employees, and well-qualified persons who are not officers or employees of the Company ("non-employee directors") for service as independent contractors, consultants or directors of the Company and (c)

Peapod Inc – PROMISSORY NOTE (March 30th, 2000)

Exhibit 10.23 $2,500,000 September 27, 1999 Skokie, Illinois PROMISSORY NOTE --------------- ("Note") FOR VALUE RECEIVED, WILLIAM MALLOY (the "Executive"), promises to pay PEAPOD, INC., a Delaware corporation, or its order (the "Company") the principal sum of Two Million Five Hundred Thousand Dollars ($2,500,000). Payment shall be made in lawful money of the United States of America at 9933 Woods Drive, Skokie, Illinois 60077-1031, or such other address as the Company may designate in a written notice to the Executive. The unpaid principal shall bear interest the rate of eight percent (8%) per annum, compounded annually, until the Maturity Date (defined below) and shall bear interest the rate of tw

Peapod Inc – SEVERANCE AGREEMENT (March 30th, 2000)

EXHIBIT 10.21 SEVERANCE AGREEMENT ------------------- THIS AGREEMENT (this "Agreement") was entered into as of the 27th day of September, 1999 by and between Peapod, Inc., a Delaware corporation (the "Company"), and William Malloy (the "Executive"); W I T N E S S E T H WHEREAS, the Executive is being employed as President and Chief Executive Officer of the Company and his services and knowledge are valuable to the Company; and WHEREAS, concurrently with the execution hereof, Executive and the Company are entering into an employment agreement ("Employment Agreement"), which Employment Agreement provides for substantial benefits; and WHEREAS, the Board (as defined in Section 1) has determined that it is in the best interests of the Company and its stockholders to secure the Executive's continued service

Peapod Inc – FORM OF SEVERANCE AGREEMENT (March 30th, 2000)

Exhibit 10.9 FORM OF SEVERANCE AGREEMENT --------------------------- THIS AGREEMENT (this "Agreement") is entered into as of _____________, ____ by and between Peapod, Inc., a Delaware corporation (the "Company"), and ___________________________________________________ (the "Executive"); W I T N E S S E T H WHEREAS, the Executive is being employed or is currently employed as_________________________________________of the Company and his services and knowledge are valuable to the Company; and WHEREAS, concurrently with the execution hereof, Executive and the Company are entering into an employment agreement ("Employment Agreement"), which Employment Agreement provides for substantial benefits; and NOW, THEREFORE, for and in consideration of the premises and the mutual covenants and agreements herein contained,

Peapod Inc – NONSOLICITATION AND NONCOMPETE AGREEMENT (March 30th, 2000)

Exhibit 10.18 NONSOLICITATION AND NONCOMPETE AGREEMENT This agreement ("Agreement"), dated as of September 27, 1999, is being entered into by and between Peapod, Inc., a Delaware corporation (the "Company"), and William A. Malloy (the "Employee") as a condition of Employee's employment with the Company. 1. Definitions. The following terms when used in this Agreement shall ----------- have the respective meanings set forth herein. (a) "Company" shall be deemed to include Peapod, Inc., its successors, and any and all divisions and subsidiaries now existing or hereafter formed. (b) "Employment Term" means the time period during which Employee is employed by the Company on a full or part-time basis. (c) "Proprietary Information" means all nonpublic information (whether or not specifically identified as confidential) that is disclosed to,

Peapod Inc – EXECUTIVE EMPLOYMENT AGREEMENT (March 30th, 2000)

Exhibit 10.17 WILLIAM MALLOY EXECUTIVE EMPLOYMENT AGREEMENT ------------------------------ EXECUTIVE EMPLOYMENT AGREEMENT (the "Agreement") dated as of September 27, 1999 between William Malloy (the "Executive") and Peapod, Inc., a Delaware corporation (the "Company"). WHEREAS, the Company desires to employ the Executive as its President and Chief Executive Officer, and the Executive desires to accept such employment, for the term and upon the other conditions hereinafter set forth; NOW, THEREFORE, in consideration of the agreements and covenants contained herein, the Executive and the Company hereby agree as follows. ARTICLE I EMPLOYMENT ---------- Section 1.01. Position; Term; Responsibilities. The Comp

Peapod Inc – PERFORMANCE ACCELERATED STOCK OPTION AGREEMENT (March 30th, 2000)

Exhibit 10.20 PEAPOD, INC. PERFORMANCE ACCELERATED STOCK OPTION AGREEMENT FOR WILLIAM MALLOY Pursuant to the provisions of the Executive Employment Agreement and related agreements (collectively the"Employment Agreement"), entered concurrently herewith by Peapod, Inc., a Delaware corporation (the "Company") and William Malloy (the "Optionee") the Company hereby grants to the Optionee as of September 27, 1999 (the "Option Date") a non-qualified option to purchase from the Company (the "Option") 500,000 shares ("Option Shares") of its Common Stock, $0.01 par value ("Stock"), at the price of $8.02562 per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Employment Agreement. 1. Option Subject to Acceptance of Agreement. The Op

Peapod Inc – BASIC STOCK OPTION AGREEMENT (March 30th, 2000)

Exhibit 10.19 PEAPOD, INC. BASIC STOCK OPTION AGREEMENT FOR WILLIAM MALLOY Pursuant to the provisions of the Executive Employment Agreement and related agreements (collectively the"Employment Agreement"), entered concurrently herewith by Peapod, Inc., a Delaware corporation (the "Company") and William Malloy (the "Optionee") the Company hereby grants to the Optionee as of September 27, 1999 (the "Option Date") a non-qualified option to purchase from the Company (the "Option") 1,100,000 shares ("Option Shares") of its Common Stock, $0.01 par value ("Stock"), at the price of $8.01562 per share upon and subject to the terms and conditions set forth below. Capitalized terms not defined herein shall have the meanings specified in the Employment Agreement. 1. Option Subject to Acceptance of Agreement. The Option shall

Peapod Inc – AMENDED AND RESTATED SEVERANCE AGREEMENT (March 30th, 2000)

EXHIBIT 10.22 AMENDED AND RESTATED SEVERANCE AGREEMENT ---------------------------------------- THIS AMENDED AND RESTATED AGREEMENT (this "Agreement") was entered into as of the 27th day of September, 1999 and amended and restated as of this 17th day of February, 2000, by and between Peapod, Inc., a Delaware corporation (the "Company"), and William Malloy (the "Executive"); W I T N E S S E T H WHEREAS, the Executive is being employed as President and Chief Executive Officer of the Company and his services and knowledge are valuable to the Company; and WHEREAS, concurrently with the execution hereof, Executive and the Company are entering into an employment agreement ("Employment Agreement"), which Employment Agreement provides for substantial benefits; and WHEREAS, the Board (as defined in Section 1) has determined that it

Peapod Inc – PEAPOD ENTERS INTO LETTER OF INTENT FOR $120 MILLION EQUITY FINANCING (February 22nd, 2000)

Exhibit 99.1 PEAPOD ENTERS INTO LETTER OF INTENT FOR $120 MILLION EQUITY FINANCING CHICAGO--(BUSINESS WIRE)--Feb. 14, 2000-- Peapod, Inc. (NASDAQ:PPOD - news), the nation's leading Internet grocer, today announced it has signed letters of intent under which Apollo Management, L.P., The Yucaipa Companies, Pequot Capital Management, Inc., and GRP II, L.P., will invest an aggregate of $120 million of equity in Peapod in a financing transaction that will significantly strengthen the company's position in the rapidly growing Internet grocery industry. "From the outset, linking up with world-class partners was a key element of our funding strategy," said Bill Malloy, Peapod's President and Chief Executive Officer. "The unique strengths and expertise that each of these investors brings across the board -- grocery, Internet, retail -- is unparalleled in this industry. These are investors that can bring Peapod the proven experience and resources we need to grow our business and deliver i