Exhibit 10.20
EMPLOYMENT AGREEMENT
AGREEMENT made this 22nd day of November, 1999, between Xxxxxxx X. Xxxxx
("Employee") and Lante Corporation and any existing or future assigns or
subsidiaries owned or controlled, directly or indirectly by Lante and for whom
Employee works ("Lante").
In consideration of Employee's employment or continued employment by Lante,
Employee's wages or salary and other employee benefits in compensation of
Employee's services, and the other mutual covenants and agreements contained
herein, and in lieu of any prior agreement, Employee and Lante agree as follows:
1. Employment. Employee agrees to use his best efforts and abilities to
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promote the interests of Lante. Lante hereby agrees to employ Employee as
further defined in this Agreement. Except as provided in this Agreement, Lante
agrees to pay Employee's salary, at the rate agreed to from time to time, and to
confer upon Employee Lante's standard health insurance, paid time off (vacation,
sick and personal time), and retirement plan benefits, all as governed by its
"Employee Handbook" and other plan documents, as amended from time to time.
2. Inventions. (a) As used herein, "Inventions" means discoveries,
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improvements and ideas (whether or not shown or described in writing or reduced
to practice) and works of authorship, whether or not patentable or
copyrightable, (i) which relate directly to the business of Lante, (ii) which
relate to Lante's actual or demonstrably anticipated research or development,
(iii) which result from any work performed by Employee for Lante, (iv) for which
equipment, supplies, facility or trade secret information of Lante is used, or
(v) which is developed on any Lante time. This section does not apply to any
invention developed by Employee prior to Employee's employment by Lante,
provided that such invention is listed and described in an exhibit attached to
and made part of this Agreement.
(b) With respect to Inventions made, authored or conceived by
Employee, either solely or jointly with others, during Employee's employment,
whether or not during normal working hours and whether or not at Lante's
premises, Employee acknowledges and agrees that all such works are "works made
for hire" and, consequently, that the Company owns all copyright and other
rights thereto. Employee further agrees that it will (i) will keep accurate,
complete and timely records of such Inventions, which records shall be Lante's
property and be retained on Lante's premises; (ii) promptly and fully disclose
and describe such Inventions in writing to Lante; (iii) assign, and does hereby
assign, to Lante all of Employee's rights to such Inventions and to patents,
copyrights, and applications therefore with respect to such Inventions; and (iv)
acknowledge and deliver promptly to Lante (without charge to Lante but at the
expense of Lante) such written instruments and do such other acts as may be
necessary in the opinion of Lante to obtain and preserve such property rights
and to vest the entire right and title thereto in Lante.
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(c) Employee will cooperate with Lante in the execution of any
documents which effect the assignment of Inventions or rights thereto which may
be required by a Lante clients or other third party, provided that such
requirement is no broader than the requirements of Section 2(b) above.
(d) Pursuant to the provisions of the Illinois Employee Patent Act,
765 ILCS 1060/2, Employee acknowledges receipt of notice that this assignment
does not apply to an invention for which no equipment, supplies, facility, or
trade secret of the Company was used and which was developed entirely on
Employee's own time, unless (a) the invention relates (i) to the business of the
Company, or (ii) to the Company's actual or demonstrably anticipated research or
development, or (b) the invention results from any work performed by Employee
for the Company.
3. Confidential Information. (a) During the term of Employee's employment by
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Lante and any time thereafter, except in the course of performing Employee's
employment duties for Lante, Employee will not use, disclose, reveal or report
any Confidential Information of Lante, of Lante's past or current clients, or of
other parties which have disclosed confidential or proprietary information to
Lante. As used herein, "Confidential Information" means information not
generally known that is proprietary to Lante, its clients or other parties,
including but not limited to information about any clients, prospective clients,
sales proposals, employees, processes, operations, products, services,
organization, research, development, accounting, marketing, applications,
selling, servicing, finance, business systems, computer systems, software
systems and techniques. All information disclosed to Employee, or to which
Employee obtains access, whether originated by Employee or by others, which
Employee has reasonable basis to believe to be Confidential Information, or
which is treated by Lante or its clients or other parties as being Confidential
Information, shall be presumed to be Confidential Information.
(b) Employee will cooperate with Lante in the execution of any
personal confidentiality agreement which may be required by a Lante clients or
other third party, provided that such agreement is no broader in its provisions
to the requirements of Section 3(a) above.
4. Nonsolicitation. During the Nonsolicitation Period (defined below)
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Employee shall not, without Lante's written consent, directly nor indirectly, by
or for himself or as the agent of another or through others as Employee's agents
(i) solicit or accept any business from any client for whom Lante has performed
any services or issued any proposals in the two (2) year period prior to such
solicitation or acceptance, (ii) request, induce or advise any such client to
withdraw, curtail or cancel its business with Lante or (iii) solicit for
employment, employ, or engage as a consultant any person who had been an
employee of Lante at any time within the six (6) months prior to such
solicitation or engagement.
The "Nonsolicitation Period" immediately follows Employee's termination of
employment, and is based upon the position held by the Employee immediately
prior to such termination:
_ For Vice Presidents, Managing Directors, Directors, and Principals the
period is two (2) years following termination of employment;
_ For Managers, including Architects, the period is one (1) years following
termination of employment;
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_ For all other positions the period is six (6) months following
termination of employment.
5. Return of Lante Property. Upon termination of employment, Employee shall
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return to Lante all copies of any Confidential Information (whether in paper,
electronic or any other form) as well as all hardware, software, books,
documentation, files, keys, keycards, company credit cards, records, lists and
any other information or property owned by Lante within Employee's possession or
control, including all copies thereof.
6. Injunctive Relief. In the event of a breach or threatened breach of
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Sections 2, 3, 4 or 5 by Employee, Lante shall be entitled, without posting of a
bond, to an injunction restraining such breach, an accounting and repayment of
profits, compensation, commission, remuneration or other benefits that Employee,
directly or indirectly, may realize as a result of such violation and to
reimbursement of any attorneys' fees and costs incurred by Lante as a result of
such breach. Nothing herein shall be construed as prohibiting Lante from
pursuing any other remedy available to it for such breach.
7. Term. (a) Employment under this Agreement may be terminable by either Lante
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or Employee without cause with a minimum of two (2) weeks prior notice, or may
be terminable by Lante for cause without notice. In the event of termination by
Lante without cause, six (6) months of severance pay may be given in lieu of
notice. For purposes of this Agreement, cause means criminal activity,
dishonesty, breach of the Employee's fiduciary duties to Lante, breach of this
Agreement or failure to perform to Lante's standards.
(b) Sections 2 through 6 of this Agreement shall survive termination of
employment.
8. General Provisions. This Agreement may be assigned by Lante and shall
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inure to the benefit of Lante's successors and assigns. If any term, provision,
covenant or agreement hereof is held by a court to be invalid, void or
unenforceable, the remainder of the terms hereof shall remain in full force and
effect and shall in no way be affected, impaired or invalidated. This
Agreement shall be governed by and construed in accordance with the laws of the
State of Illinois. This Agreement contains the entire contract between the
parties. All prior agreements between the parties regarding such matters or
Employee's employment are superseded hereby and terminated. This agreement has
been amended by the terms of the offer letter dated 11/16/99. See attached.
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In Witness Whereof, the undersigned have executed this Agreement as of 11/22,
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1999.
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EMPLOYEE
/s/ XXXXXXX X. XXXXX
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LANTE CORPORATION
/s/ XXXXX XXXXXXX
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Xxxxx Xxxxxxx
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Printed Name
Vice President - Human resources
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Title
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[Lante Letterhead]
November 16, 1999
Xxxxxxx X. Xxxxx
0000 Xxxxxxxx Xxxx
Xxxxxxxxxx, XX 00000
Dear Xxxx:
We are delighted to extend an offer of employment for you to join Lante
Corporation as Controller based in Chicago Corporate office. Your starting
salary will be $140,000 per year, payable semi-monthly. Your base salary will
be reviewed periodically and you will be eligible to receive a salary increase
on January 1, 2001, based upon merit and prorated from your initial start date.
In addition to your salary, you will receive an employee stock option grant of
60,000 shares of stock subject to the Lante Stock Option Plan terms and
conditions and at the strike price valid as of your first day of employment. As
per the current Nonqualified Stock Option agreement, vesting of stock options
will be at 25% after one year of active employment with Lante from grant date,
plus 2.08333% for each additional full month of active employment with Lante
thereafter. In addition, due to your position and your agreement with Xxxxx
Xxxxx and Xxxx Xxxxxxx, you are eligible to receive an acceleration of stock
option vesting under circumstances that constitute a change of control. Change
of control is defined as a change in majority ownership and will be triggered
through any transaction in which there is either a 51% or greater change in the
voting power or board membership. In the event Lante experiences a change of
control in the first year of your employment, you will automatically vest 25% of
all options you have been issued prior to that event. This level of vesting
will remain until you have one full year of service with the company and then
continue with additional vesting as per the Nonqualified Stock Option agreement.
You are also eligible for a performance-based bonus with a target cash bonus of
$40,000 annually. Your bonus will be payable annually and will be based upon
criteria to be determined by Xxxxx Xxxxx, EVP & CFO. As agreed and dependent
upon your continued employment at Lante, we will guarantee half of your first
year's bonus target.
Lante also agrees to include relocation of your family and household from your
current residence in Cincinnati to the Chicagoland area. The intent of this
relocation benefit will be to keep you and your family "whole" whenever possible
and will include the following:
a) packing and transportation of your household goods;
b) up to 60 days temporary storage of household goods, as required;
c) up to 60 days temporary housing for your family, as required;
d) reimbursement of normal incremental moving costs up to $10,000 as related to
buying and selling of a primary residence, closing costs, etc., excluding
any financing arrangements upon providing receipts;
e) reimbursement of realty commission fees related to the sale of your primary
residence in
Cincinnati; and
f) two (2) house-hunting trips for up to 4 days (3 nights) for you and your
spouse, including reimbursement of hotel, coach airfare, transportation and
meals.
We encourage you to move residence to the Chicago area as soon as possible.
However, we will provide temporary living for you in Chicago and weekly coach
return airfare to Cincinnati in the interim, not to exceed the lesser of 60 days
following an Initial Public Offering or March 31, 2000.
As a full time employee, you are also entitled to the standard benefits offered
by Lante Corporation including health insurance, participation in our 401(k)
Capital Accumulation Plan (eligible after 3 months of employment), and paid time
off. All benefits are defined and controlled by company policy and are subject
to change.
This offer of employment is valid for one full week from the date of this
letter. It is contingent upon receipt of satisfactory proof of identification
and work authorization as required by the Immigration and Control Act of 1990,
and successful verification of background and references.
Upon acceptance of our offer, please sign and return this letter in the envelope
provided. You will receive a copy for your records. I have also enclosed a
copy of our Employment Agreement, which is a condition of employment at Lante.
You will need to sign and return the agreement prior to or on the day you begin
employment. One exception that will be made to this agreement for you is
regarding severance. If you are terminated for any reason other than cause,
Lante agrees to pay 6 months of your existing base salary at the time of
termination as severance.
Lante is a rapidly growing organization and our success is dependent on our
ability to attract, develop, and retain exceptional people. We are convinced
that your skills, experience, and enthusiasm would be a welcome addition to the
Lante team. Please feel free to contact me at (000) 000-0000 to discuss this
letter or to answer any questions. I look forward to working with you.
Sincerely,
/s/ XXXXX X. XXXXXXX
Xxxxx X. Xxxxxxx
Vice President, Human Resources
I accept the offer of employment at Lante
Corporation on the terms described in this offer
letter.
Name: /s/ XXXXXXX X. XXXXX
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Date: 11/17/99
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Start date: November 22, 1999
Lante - Executive MBA Sponsorship Agreement
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In exchange for Lante Corporation ("Lante") paying the fees and the cost of
books and materials ("Education Expenses" estimated to be $78,000), associated
with my participating in the Executive MBA Program at Xxxxxxx Graduate School of
Management, I hereby agree that:
A. In order to continue to receive payment for the Education Expenses while
I am participating in the graduate program, I must continue to (i)
maintain a grade point average of at least C, and (ii) perform my
responsibilities as the Controller of Lante and maintain a satisfactory
performance rating. I understand that as long as my performance rating
is at least satisfactory, my participation in the MBA Program will not
adversely impact my ability to receive any benefits (including bonuses,
if any) I would otherwise be entitled to.
B. If I resign my employment with Lante, or if Lante terminates my
employment for cause, I will repay the Education Expenses to Lante as
follows:
Years Employed % of Education
After Starting MBA Program* Expenses to be Repaid
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less than one year 100%
between one year and two years 75%
between two years and three years 50%
between three years and four years 25%
greater than four years 0%
* - January 1, 2001
C. I will repay any amount due from me under this Agreement within 60 days
after my departure from Lante. If I fail to do so, Lante may bring an
action in court to recover the amount due and recover from me the costs
of doing so. The acceptance by Lante of partial or delinquent payments,
or the failure of Lante to exercise any right under this Agreement,
shall not waive any of my obligations, or the rights of Lante, modify
this Agreement, or waive any other similar breach of this Agreement by
me.
D. I will not be required to repay any portion of the Education Expenses if
I am terminated without cause or if there is a change in control of
Lante. Change of control is defined as a change in majority ownership
and will be triggered through any transaction in which there is either a
51% or greater change in the voting power of Lante's outstanding capital
stock.
E. This Agreement does not constitute, and may not be construed as, a
commitment by Lante to employ me for any specific duration. My
employment with Lante
will be at will, which means that I may leave Lante, or Lante may
require that I leave its employ, for any reason, at any time.
F. This Agreement represents my entire understanding with Lante, and
supersedes all prior oral or written agreements or understanding, with
respect to the repayment of my Education Expenses. It may be changed
only by a written agreement signed by me and a representative from the
Lante Executive Management Team. This Agreement shall be governed by the
substantive laws, and not the law of conflicts, of the state of
Illinois.
G. Lante may deduct any amounts I owe under this Agreement from any
Payroll, severance or other amount I may otherwise be entitled to
receive from Lante.
H. I will give any subsequent consents or authorizations necessary or
reasonable requested by Lante to effect the terms of this Agreement.
I. Lante shall not be obligated to make any additional payments under this
Agreement if I have not completed by MBA Degree by December, 2003.
Approved:
/s/ XXXXXXX X. XXXXX
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Xxxxxxx X. Xxxxx
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December 12, 2000
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