Caribou Coffee Company, Inc. c/o Arcapita Inc. 75 Fourteenth Street, 24th Floor Atlanta, GA 30309 August 1, 2008
Exhibit 10.3
August 1, 2008
Xx. Xxxxxxx Xxxxxxxxxxxx
VIA e-mail at xxxxxxxxx@xxx.xxx
VIA e-mail at xxxxxxxxx@xxx.xxx
Dear Xx. Xxxxxxxxxxxx:
This letter agreement sets forth your agreement to invest in shares of Caribou Coffee Company,
Inc. (“ Caribou”), common stock, par value $0.01 per share (“ Common Stock”). You
hereby agree to purchase (in the open market) shares of Common Stock with an aggregate purchase
price of at least $100,000 with such purchase to be made at the market price during the first
trading window that opens on or after the date you are employed by Caribou, subject to approval by
Caribou’s general counsel applying standard Caribou policies and procedures. As soon as practical
after you have completed your purchase of the Common Stock, Caribou will grant you shares of
restricted stock under Caribou’s 2005 Equity Incentive Plan in an amount equal to the same number
of shares of Common Stock that you purchase during this window trading period, up to a maximum of
150,000 shares of restricted stock. This restricted stock shall be subject to a four year vesting
schedule and such other terms and conditions as set forth by Caribou in the restricted stock
certificate; provided that all unvested shares of restricted stock shall immediately vest (i) upon
your death or if you become “Disabled”, as defined in Paragraph 6(b) of the Employment Agreement
between you and Caribou dated August 1, 2008; or (ii) there are no representatives of Arcapita Inc.
on Caribou’s Board of Directors (other than any de minimus time period between the resignation of
an Arcapita Inc.-designated board member and the appointment of his or her successor). In addition,
on each vesting date for this restricted stock you will certify to Caribou in writing that you own
a number of shares of Common Stock acquired by you in open market purchases, or vested restricted
shares, that is at least equal to the number of restricted stock shares actually granted as
described in this letter. Any failure to make such certification or to own the required number of
shares of Common Stock could subject you to forfeiture of the restricted stock as further described
in the restricted stock certificate.
If this letter agreement correctly reflects the terms agreed by you and Caribou, please sign
a copy of this letter agreement in the space provided below and return it to my attention at the
address above.
| Yours sincerely, |
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| CARIBOU COFFEE COMPANY, INC. |
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| By: | /s/ Xxxxxxx X. Xxxxxx | ||||
| Name: | Xxxxxxx X. Xxxxxx | ||||
| Title: | Director | ||||
Agreed and acknowledged as of
the date first written above
the date first written above
| /s/ Xxxxxxx Xxxxxxxxxxxx | ||||
| Xxxxxxx Xxxxxxxxxxxx | ||||
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