Exhibit 10.15
The Yankee Candle Company, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 0 1093
March 31, 2001
Xx. Xxxxxxx X. Xxxxx
President and Chief Executive Officer
The Yankee Candle Company, Inc.
000 Xxxxxxxxx Xxxx
Xxxxxxx, XX 0 1093
Dear Xxxx:
This letter confirms our agreement as to your resignation as Chief
Executive Officer of Yankee Candle. Our goal is to acknowledge your years of
service with the company, as well as to secure your assistance and support
during the transition to a new Chief Executive Officer.
1. REPURCHASE OF SHARES. You currently hold an aggregate of 451,234
shares of common stock of the company, all of which are subject to a
Stockholder's Agreement, dated as of July 6, 1999. Of these shares, 326,768 are
unvested, After your resignation, the company will exercise its right to
repurchase 217,845 of these unvested shares but will not exercise its right to
repurchase the other 108,923 shares. The purchase price (which will be based on
book value, as defined) and the procedures for the repurchase of the unvested
shares are set forth in the Stockholder's Agreement. You acknowledge your
understanding that, even after your termination of employment the terms and
conditions of the Stockholder's Agreement will continue to apply to you. This
includes the fact that the company may repurchase all of your shares of common
stock, regardless of whether they are vested or unvested, at the lower of your
cost or book value, as defined, if you engage in any "Prohibited Activity" or
"Competitive Activity," in each case as defined in the Stockholder's Agreement.
These activities include, among other things, your solicitation or your
assistance in the solicitation of employees of the company or making disparaging
remarks about the company.
2. CONTINUING PAYMENTS. Subject to paragraph 3 of this letter, the
company will continue to pay you $275,000 per year for the two years beginning
on March 30, 2001 and ending on March 30, 2003 on the same payroll schedule as
the other senior executives of the Company. Before your resignation, these
payments will be your sole compensation from the company, and, after your
resignation, these payments will be your sole severance payments from the
company. In addition, you and your eligible dependents will receive continued
medical coverage for the next two years at the same rates as are paid during
this period by employees generally.
3. CONTINUING COVENANTS. The company expects you to be helpful and
supportive to it and the new Chief Executive Officer. Thus, you agree that,
while the company has any obligation to make any of the payments set forth in
paragraph 2, you will not engage in any "Prohibited Activity" as defined in
Section 3.1 of the Stockholder's Agreement or "Competitive Activity" as defined
in Section 3.2 of the Stockholder's Agreement. These sections of the
Stockholder's Agreement are incorporated into this letter by reference. You also
agree that, during this period, you will. not undermine the company's
relationships with its executives and other key employees. If you do engage in
any of these activities during this period, the company will stop making these
payments and will have the right to pursue any other legal remedies
available to it.
4. CONSULTATION WITH COUNSEL. You acknowledge that you had the
opportunity to consult with a lawyer (of your own choosing and at your own
expense) before signing this letter and that you have signed this letter
voluntarily and free from any coercion or duress.
We appreciate all you have done for the company, and we wish you well in
your future endeavors. Please indicate your acceptance and agreement to the
foregoing in the space below.
Sincerely yours,
THE YANKEE CANDLE COMPANY, INC
/s/ Xxxxxx X. Xxxxxxx
--------------------------------------
By: Xxxxxx X. Xxxxxxx
Its: Director and Member of the
Executive Committee
/s/ Xxxxxx X. Xxxxxxxx
--------------------------------------
By: Xxxxxx X. Xxxxxxxx
Its: Chief Financial Officer
ACKNOWLEDGED AND AGREED this
31st day of March, 2001
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
