Horizon Organic Holding Corp Sample Contracts

Horizon Organic Holding Corp – QuickLinks -- Click here to rapidly navigate through this document (November 4th, 2003)
Horizon Organic Holding Corp – HORIZON ORGANIC HOLDING CORPORATION SEVERANCE AGREEMENT (August 14th, 2003)

This Severance Agreement ("Agreement") is entered into by and between HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), and Don Gaidano ("EXECUTIVE") to be effective the 30th day of June, 2003.

Horizon Organic Holding Corp – HORIZON ORGANIC HOLDING CORPORATION SEVERANCE AGREEMENT (August 14th, 2003)

This Severance Agreement ("Agreement") is entered into by and between HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), and Tom Briggs ("EXECUTIVE") to be effective the 30th day of June, 2003.

Horizon Organic Holding Corp – HORIZON ORGANIC HOLDING CORPORATION SEVERANCE AGREEMENT (August 14th, 2003)

This Severance Agreement ("Agreement") is entered into by and between HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), and Steve Jacobson ("EXECUTIVE") to be effective the 30th day of June, 2003.

Horizon Organic Holding Corp – HORIZON ORGANIC HOLDING CORPORATION SEVERANCE AGREEMENT (August 14th, 2003)

This Severance Agreement ("Agreement") is entered into by and between HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), and Kevin O'Rell ("EXECUTIVE") to be effective the 30th day of June, 2003.

Horizon Organic Holding Corp – HORIZON ORGANIC HOLDING CORPORATION RETENTION BONUS PLAN ARTICLE I ESTABLISHMENT OF PLAN (August 14th, 2003)

As of the Effective Date, the Company (as such term is hereinafter defined) hereby establishes the Horizon Organic Holding Corporation Retention Bonus Plan, as set forth in this document.

Horizon Organic Holding Corp – QuickLinks -- Click here to rapidly navigate through this document (August 7th, 2003)

Tom Briggs Chief Financial Officer (303) 530-2711, Ext. 230 tomb@horizonorganic.com Jennifer J. Matuschek Director of Investor Relations (303) 530-2711, Ext. 178 jenniferm@horizonorganic.com

Horizon Organic Holding Corp – QuickLinks -- Click here to rapidly navigate through this document (June 30th, 2003)

AGREEMENT AND PLAN OF MERGER, dated as of June 29, 2003 (the "Agreement"), by and among Dean Foods Company, a Delaware corporation (the "Parent"), Capricorn Acquisition Sub, Inc., a Delaware corporation and a direct wholly owned Subsidiary of the Parent ("Merger Sub"), and Horizon Organic Holding Corporation, a Delaware corporation (the "Company").

Horizon Organic Holding Corp – MARK RETZLOFF HORIZON ORGANIC HOLDING CORPORATION Agreement and Release upon Resignation (March 13th, 2003)

This Agreement and Release upon Resignation (this “Agreement”) is made as of July 29, 2002, by and between Mark Retzloff (“Retzloff”) and Horizon Organic Holding Corporation (the “Company”), a Colorado corporation.

Horizon Organic Holding Corp – EMPLOYMENT AGREEMENT FOR SENIOR EXECUTIVE (March 13th, 2003)

HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation (“HOH” or the “Company”), agrees with Don Gaidano (“EXECUTIVE”) as follows (“Agreement”) effective the 1st day of May, 2001.

Horizon Organic Holding Corp – HORIZON ORGANIC HOLDING CORPORATION 1998 EQUITY INCENTIVE PLAN ADOPTED OCTOBER 25, 1995 AMENDED AND RESTATED APRIL 14, 1998 APPROVED BY STOCKHOLDERS APRIL 30, 1998 AMENDED AND RESTATED MARCH 31, 2000 APPROVED BY STOCKHOLDERS MAY 16, 2000 AMENDED AND RESTATED JANUARY 31, 2002 APPROVED BY STOCKHOLDERS MAY 14, 2002 AMENDED AND RESTATED JULY 31, 2002 PLAN TERMINATION DATE: APRIL 13, 2008 (March 13th, 2003)
Horizon Organic Holding Corp – ADDENDUM TO AMENDED AND RESTATED OFFICE LEASE (March 13th, 2003)

THIS Addendum to Amended and Restated Office Lease dated this 16th day of May 2002 is entered into between MUM II, LLC (“Landlord”) and Horizon Dairy, Inc. (“Tenant”)

Horizon Organic Holding Corp – AMENDED AND RESTATED OFFICE LEASE (March 13th, 2003)
Horizon Organic Holding Corp – EMPLOYMENT AGREEMENT FOR SENIOR EXECUTIVE (March 13th, 2002)

HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), agrees with Clark Driftmier ("EXECUTIVE") as follows ("Agreement") effective the 1st day of May, 2001.

Horizon Organic Holding Corp – EMPLOYMENT AGREEMENT FOR SENIOR EXECUTIVE (March 13th, 2002)

HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), agrees with Kevin O'Rell ("EXECUTIVE") as follows ("Agreement") effective the 1st day of May, 2001.

Horizon Organic Holding Corp – SECOND AMENDMENT TO AMENDED AND RESTATEDLOAN AND SECURITY AGREEMENT (March 13th, 2002)

THIS SECOND AMENDMENT (the "Agreement") TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of September 30, 2001, among U.S. Bank National Association, a national banking association ("Bank"), and Horizon Organic Holding Corporation, a Delaware corporation ("Borrower").

Horizon Organic Holding Corp – EMPLOYMENT AGREEMENT FOR SENIOR EXECUTIVE (March 13th, 2002)

HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), agrees with Thomas Briggs ("EXECUTIVE") as follows ("Agreement") effective the 1st day of May, 2001.

Horizon Organic Holding Corp – EMPLOYMENT AGREEMENT FOR SENIOR EXECUTIVE (March 13th, 2002)

HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), agrees with Stephen Jacobson ("EXECUTIVE") as follows ("Agreement") effective the 1st day of May, 2001.

Horizon Organic Holding Corp – LOAN AND SECURITY AGREEMENT (March 19th, 2001)

FIRST AMENDMENT TO AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT (the "Amendment") to that certain AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT is entered into as of September 28, 2000, by and among US Bank National Association, a national banking association ("Bank"), and Horizon Organic Holding Corporation, a Delaware corporation ("Borrower"), and is entered into among the Borrower, Guarantors, Rachel's Dairy Limited (registered number 2545149), a company incorporated in England and Wales ("Rachel's Dairy"), Meadow Farms Limited (registered number 2508537), a company incorporated in England and Wales ("Meadow Farms"), Organic Dairies Limited (registered number 366108), a company incorporated in England and Wales ("ODL"), Organic Matters Limited (registered number 3573818), a company incorporated in England and Wales ("Or

Horizon Organic Holding Corp – STOCK OPTION GRANT NOTICE (March 19th, 2001)

EXHIBIT 10.2 HORIZON ORGANIC HOLDING CORPORATION STOCK OPTION GRANT NOTICE HORIZON ORGANIC HOLDING CORPORATION (the "Company"), pursuant to its 1998 Equity Incentive Plan (the "Plan"), hereby grants to Optionee an option to purchase the number of shares of the Company's common stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in Attachments I, II, and III, which are incorporated herein in their entirety. Optionee: ................................. Date of Grant: ................................. Vesting Commencement Date: ................................. Shares Subject to Option: ................................. Exercise Price Per Share: ................................. Expiration Date: ................................. TYPE OF

Horizon Organic Holding Corp – LOAN AND SECURITY AGREEMENT (March 19th, 2001)

AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (the "Agreement") is entered into as of May 30, 2000, among US Bank National Association, a national banking association ("Bank"), and Horizon Organic Holding Corporation, a Delaware corporation ("Borrower"), and Horizon Organic Dairy, Inc., a Colorado corporation, Horizon Organic Dairy, Maryland Farm, Inc., a Colorado corporation, Horizon Organic Dairy, Idaho Farm, Inc., a Colorado corporation, Horizon Organic Dairy, California Farm, Inc., a Delaware corporation, Horizon Organic International, Inc. a Delaware corporation, and Horizon Organic Dairy, Ltd., a United Kingdom company (collectively referred to herein as "Guarantors"). R E C I T A L S : A. Borrower was previously granted a revolving line of credit pursuant to the terms of a Loan and Security Agreement between Borrower,

Horizon Organic Holding Corp – FOURTH ADDENDUM TO LEASE (March 19th, 2001)

FOURTH ADDENDUM TO LEASE THIS Fourth Addendum to Lease, dated this 14th day of May, 1999, is between MUM II, LLC ("Landlord") and Horizon Organic Dairy, Inc. ("Tenant"). RECITALS: 1. The parties entered into a Lease dated October 10, 1996, as amended by the Addendum to Lease, Second Addendum to Lease and Third Addendum to Lease (the "Lease"). All capitalized terms not otherwise defined herein shall have the meaning given them in the Lease. 2. The parties wish to make certain amendments to the Lease to add to the Premises certain office and warehouse space in the Building. IT IS THEREFORE AGREED as follows: 1. CONTINGENCY. This Fourth Addendum to Lease is contingent upon the execution by Roberts Rinehart Publishers, Inc. ("Roberts Rinehart") of that certain Agreement Regarding Modification of Lease, Termination of Lease, and Assignment of Sublease, a copy of which is attached hereto a

Horizon Organic Holding Corp – 1998 EQUITY INCENTIVE PLAN (March 19th, 2001)

EXHIBIT 10.1 HORIZON ORGANIC HOLDING CORPORATION 1998 EQUITY INCENTIVE PLAN ADOPTED OCTOBER 25, 1995 AMENDED AND RESTATED APRIL 14, 1998 APPROVED BY STOCKHOLDERS APRIL 30, 1998 AMENDED AND RESTATED MARCH 31, 2000 APPROVED BY STOCKHOLDERS MAY 16, 2000 PLAN TERMINATION DATE: APRIL 13, 2008 1. PURPOSES. (a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stock. (b) The Company, by means of the Pla

Horizon Organic Holding Corp – SHARE SALE AGREEMENT (June 15th, 2000)

Exhibit 2.1 DATED 31 MAY 2000 ROGER PERSEY & OTHERS (1) PETER DUNSFORD (2) and HORIZON ORGANIC DAIRY LIMITED ----------------------------------------- SHARE SALE AGREEMENT for the sale and purchase of the entire issued shares in Meadow Farms Limited ----------------------------------------- THEODORE GODDARD CONTENTS Page 1. DEFINITIONS AND INTERPRETATION.....................

Horizon Organic Holding Corp – EMPLOYMENT AGREEMENT (March 31st, 2000)

[HORIZON LETTERHEAD] AMENDED AND RESTATED EMPLOYMENT AGREEMENT November 11, 1999 Charles F. Marcy 11500 Brookwood Boulevard Leawood, Kansas 66211 913-663-2963 Dear Chuck, It is my extreme pleasure to confirm our offer of employment as President and Chief Operating Officer for Horizon Organic Holding Corporation (HOH) pursuant to this Amended and Restated Employment Agreement which shall supercede and replace in its entirety the Employment Agreement, dated as of November 4, 1999, between you and the Company. This is a full-time, exempt position reporting to Barney Feinblum, Chief Executive Officer. The details of our employment offer to you are confirmed below: EMPLOYMENT TERMS AND CONDITIONS TERMS: 1. EFFECTIVE DATE OF HIRE: November 29, 1999 2. BASE SALARY: $9,615.39 per pay-cycle with 26 pay cycles per year ($250,000.14 if annualized). You will have annual c

Horizon Organic Holding Corp – Dairy Business Agreement (August 16th, 1999)

================================================================================ Horizon Organic Holding Corporation Dairy Business Agreement by and among Horizon Organic Holding Corporation, H.P. Hood Inc. and The Organic Cow L.L.C. April 30, 1999 ================================================================================ 1. DAIRY BUSINESS AGREEMENT This Dairy Business Agreement (the "Agreement") is made as of the 30th day of April, 1999 (the "Agreement Date") by and among Horizon Organic Holding Corporation, a Delaware corporation ("Horizon"), H. P. Hood Inc., a Massachusetts corporation ("Hood"), and The Organic Cow L.L.C., a Vermont limited liability comp

Horizon Organic Holding Corp – STOCKHOLDER AGREEMENT (June 9th, 1998)

EXHIBIT 10.18 STOCKHOLDER AGREEMENT BY AND BETWEEN HORIZON ORGANIC HOLDING CORPORATION AND SUIZA FOODS CORPORATION ARTICLE I DEFINITIONS; GENERAL...................................... 1 1.1 Definitions.................................................. 1 1.2 General...................................................... 4 ARTICLE II ORGANIC WHITE FLUID MILK PROCESSING....................... 5 2.1 Sale of Organic White Fluid Milk by the Stockholder.......... 5 2.2 Exception.................................................... 5 ARTICLE III RIGHT TO PURCHASE ADDITIONAL SHARES....................... 6 3.1 Right to Purchase Additional Shares.......................... 6 3.2 Closing......

Horizon Organic Holding Corp – STOCK PURCHASE AGREEMENT (June 9th, 1998)

EXHIBIT 10.17 HORIZON ORGANIC HOLDING CORPORATION ---------------------------- STOCK PURCHASE AGREEMENT ---------------------------- HORIZON ORGANIC HOLDING CORPORATION STOCK PURCHASE AGREEMENT THIS STOCK PURCHASE AGREEMENT is made as of the 5/th/ day of June, 1998 (the "Effective Date") by and among HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation (the "Company"), and SUIZA FOODS CORPORATION, a Delaware corporation ("Purchaser"). WHEREAS, Purchaser and the Company wish to form a strategic relationship, which will include, among other things, an investment by Purchaser in the Company; WHEREAS, the Company has filed a registration statement with the Securities and Exchange Commission with respect to the planned initial publi

Horizon Organic Holding Corp – STOCK OPTION GRANT NOTICE (June 9th, 1998)

EXHIBIT 10.3 HORIZON ORGANIC HOLDING CORPORATION STOCK OPTION GRANT NOTICE HORIZON ORGANIC HOLDING CORPORATION (the "Company"), pursuant to its 1998 Equity Incentive Plan (the "Plan"), hereby grants to Optionee an option to purchase the number of shares of the Company's common stock set forth below. This option is subject to all of the terms and conditions as set forth herein and in Attachments I, II, and III, which are incorporated herein in their entirety. Optionee: ___________________________ Date of Grant: ___________________________ Vesting Commencement Date: ___________________________ Shares Subject to Option: ___________________________ Exercise Price Per Share: ___________________________ Expiration Date: ___________________________ TYPE OF GRANT: [] Ince

Horizon Organic Holding Corp – WARRANT TO PURCHASE COMMON STOCK (May 8th, 1998)

Exhibit 10.7 THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. Void after 5:00 p.m., Mountain Time April 8, 2000 WARRANT TO PURCHASE COMMON STOCK HORIZON ORGANIC HOLDING CORPORATION This is to Certify That, FOR VALUE RECEIVED, McCabe, Mintz & Company ------------------------------------ or registered assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from Horizon Organic Holding Corporation, a Delaw

Horizon Organic Holding Corp – UNDERWRITING AGREEMENT (May 8th, 1998)

EXHIBIT 1.1 HORIZON ORGANIC HOLDING CORPORATION 3,000,000 Shares/1/ COMMON STOCK UNDERWRITING AGREEMENT ---------------------- _____ __, 1998 HAMBRECHT & QUIST LLC PIPER JAFFRAY INC. HANIFEN, IMHOFF INC. c/o Hambrecht & Quist LLC One Bush Street San Francisco, CA 94104 Ladies and Gentlemen: Horizon Organic Holding Corporation, a Delaware corporation (herein called the "Company"), proposes to issue and sell 3,000,000 shares of its authorized but unissued Common Stock, $.001 par value (herein called the "Common Stock" and said 3,000,000 shares of Common Stock being herein called the "Underwritten Stock"). The Company proposes to grant to the Underwriters (as hereinafter defined) an

Horizon Organic Holding Corp – WARRANT TO PURCHASE COMMON STOCK (May 8th, 1998)

EXHIBIT 10.6 THE SECURITIES REPRESENTED BY THIS CERTIFICATE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT MADE UNDER THE SECURITIES ACT OF 1933 (THE "ACT"), OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY. Void after 5:00 p.m., Mountain Daylight Savings Time March 20, 1999 WARRANT TO PURCHASE COMMON STOCK HORIZON ORGANIC HOLDING CORPORATION This is to Certify That, FOR VALUE RECEIVED, ____________________ or registered assigns ("Holder"), is entitled to purchase, subject to the provisions of this Warrant, from Horizon Organic Holding Corporation, a Delaware corporation ("Holding Co."), at any time o

Horizon Organic Holding Corp – AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (April 30th, 1998)

EXHIBIT 10.14 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT HORIZON ORGANIC HOLDINGS CORPORATION, a Delaware corporation ("HOH" or the "Company") agrees with MARK A. RETZLOFF ("Mr. Retzloff") as follows ("Employment Agreement") effective the 1st day of January, 1998. 1. PURPOSE. Mr. Retzloff is currently the Vice-President of Sales of HOH. Mr. Retzloff and HOH are parties to an Employment Agreement dated July 1, 1996. The parties desire to amend and replace the terms of Mr. Retzloff's employment by HOH in accordance with the terms and conditions set forth herein. 2. EMPLOYMENT. HOH hereby employs Mr. Retzloff, and Mr. Retzloff agrees to be employed, as Vice-President of Sales of HOH. HOH may from time to time designate other or additional titles for Mr. Retzloff as deemed appropriate by the HOH Board of Directors, but HOH and Mr. Retzloff a

Horizon Organic Holding Corp – 1998 EQUITY INCENTIVE PLAN (April 30th, 1998)

EXHIBIT 10.2 HORIZON ORGANIC HOLDING CORPORATION 1998 EQUITY INCENTIVE PLAN ADOPTED OCTOBER 25, 1995 AMENDED AND RESTATED APRIL 14, 1998 APPROVED BY STOCKHOLDERS APRIL 30, 1998 PLAN TERMINATION DATE: APRIL 13, 2008 1. PURPOSES. (a) The purpose of the Plan is to provide a means by which selected Employees and Directors of and Consultants to the Company and its Affiliates, may be given an opportunity to benefit from increases in value of the stock of the Company through the granting of (i) Incentive Stock Options, (ii) Nonstatutory Stock Options, (iii) stock bonuses and (iv) rights to acquire restricted stock. (b) The Company, by means of the Plan, seeks to retain the services of persons who are now Employees or Directors of or Consultants to the Company or its Affil

Horizon Organic Holding Corp – AMENDED EXECUTIVE EMPLOYMENT AGREEMENT (April 30th, 1998)

EXHIBIT 10.13 AMENDED EXECUTIVE EMPLOYMENT AGREEMENT HORIZON ORGANIC HOLDING CORPORATION, a Delaware corporation ("HOH" or the "Company"), agrees with BARNET FEINBLUM ("Mr. Feinblum") as follows ("Employment Agreement") effective the 1st day of January, 1998. 1. PURPOSE. Mr. Feinblum is currently the President and Chief Executive Officer of HOH. Mr. Feinblum and HOH (as successor in interest to Horizon Organic Dairy, Inc.) are parties to an Employment Agreement dated July 1, 1996. The parties desire to amend and replace the terms of Mr. Feinblum's employment by HOH in accordance with the terms and conditions set forth herein. 2. EMPLOYMENT. HOH hereby employs Mr. Feinblum, and Mr. Feinblum agrees to be employed, as President and Chief Executive Officer of HOH. HOH may from time to time designate other or additional titles for Mr. Fei