Bonus Agreement Between Angostura Limited and Cruzan Management Regarding Stock Sale to V&S Vin and Sprit AB
Angostura Limited agrees to pay a $9,000,000 bonus to Jay Maltby, Ezra Shashoua, Tom Valdes, and other selected Cruzan International, Inc. management members if the sale of Cruzan to V&S Vin and Sprit AB is completed and the purchase price is received. The payment will be made by wire transfer within 24 hours of receiving the funds. The allocation of the bonus among management is at the sole discretion of Maltby, Shashoua, and Valdes. Only the signatories have rights under this agreement.
EXHIBIT 10.22(i)
June 2, 2005
Angostura Limited
Corner Eastern Main Road and Trinity Avenue
Laventille, Trinidad and Tobago
Attn: Lawrence Duprey
Dear Mr. Duprey:
Reference is made to the Stock Purchase Agreement between V&S Vin and Sprit AB (Buyer) and Angostura Limited (Seller) whereby Seller is selling all of its shares of Cruzan International, Inc. (Cruzan) to Buyer.
We have agreed that in recognition of the services of Jay Maltby, Ezra Shashoua and Tom Valdes, as well as other members of management (such other members to be determined in the absolute discretion of Maltby, Valdes and Shashoua), Seller or an affiliate of Seller shall pay the above mentioned individuals the full amount of US Dollars 9,000,000, without setoff or withholding of any kind, if the Stock Purchase Agreement is consummated and upon receipt of the purchase price from Buyer. The payment will be made by wire transfer to an account designated by the individuals named above within 24 hours of such payment by Buyer. This payment is a bonus payable by Seller and not by Cruzan (and conveys no obligation to Cruzan to make such payment) in recognition of the exemplary services that the individuals mentioned above have made in increasing the value of Cruzan over the time period that the reference shares were held by Angostura.
This letter agreement conveys no rights as third party beneficiaries or otherwise to any parties other than the signatories to this agreement. It shall be in the sole and absolute discretion of Maltby, Shashoua and Valdes as to the allocation of the bonus to themselves and other select members of Cruzan management.
Very Truly Yours
/s/ Jay Maltby |
| ||
| |||
| |||
/s/ Ezra Shashoua |
| ||
| |||
| |||
/s/ Tom Valdes |
| ||
Agreed to and Accepted this 2nd day of June, 2005-06-05
Lawrence A. Duprey, Chairman of the Board, Angostura Limited
| Witness: | |
|
| |
|
| /s/ Arnaud De Trabuc |