AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT

Contract Categories: Human Resources - Employment Agreements
EX-10.1 2 ex101.htm EXHBIT 10.1 Unassociated Document
Exhibit 10.1
AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
 
Reference is made that certain Employment Agreement dated as of January 1, 2007 by and between Vermont Pure Holdings, Ltd. (together with any subsidiaries, the “Company”) and Peter K. Baker (the “Executive”).  This Amendment No. 1 to Employment Agreement is dated as of September 10, 2009.  Capitalized terms used in this Amendment No. 1 but not otherwise defined shall have the respective meanings ascribed to them in the Employment Agreement.
 
Section 1.  The parties to the Employment Agreement hereby amend the Employment Agreement by deleting Section 3.2.2 of the Employment Agreement in its entirety and substituting in place thereof the following new text, which shall constitute Section 3.2.2 of the Employment Agreement:
 
3.2.2           Fiscal Year 2009 and 2010 Budgeted EBITDA Bonus.  With respect to the Company’s fiscal years ending October 2009 (“FY 2009”) and October 2010 (“FY2010”), the following definitions shall apply:  “EBITDA” shall mean annual earnings before interest, taxes, depreciation and amortization.  “Adjusted EBITDA” shall mean EBITDA calculated without regard to any items of non-operating income or loss or goodwill impairment.  If the Company has actual Adjusted EBITDA, expressed as a percentage of target annual EBITDA approved in the budget for FY 2009 and FY2010, respectively, by the Board of Directors, which is at least 90% of such target annual EBITDA for the fiscal year in question, then the Company shall pay the Executive an annual bonus as set forth in the following table.  The Compensation Committee may approve, but shall have no obligation to approve, a discretionary bonus to the Executive that takes non-operating income or loss or goodwill impairment, if any, into account.
 
Actual Adjusted EBITDA Divided by Target EBITDA
        
Bonus
  
less than 90% of target
     -     $ -0-  
at least 90% but less than 91% of target
     -       40,000  
at least 91% but less than 92% of target
     -       44,000  
at least 92% but less than 93% of target
     -       48,000  
at least 93% but less than 94% of target
     -       52,000  
at least 94% but less than 95% of target
     -       56,000  
at least 95% but less than 96% of target
     -       60,000  
at least 96% but less than 97% of target
     -       64,000  
at least 97% but less than 98% of target
     -       68,000  
at least 98% but less than 99% of target
     -       72,000  
at least 99% but less than 100% of target
     -       76,000  
at least 100% but less than 102% of target
     -       80,000  
at least 102% but less than 104% of target
     -       81,600  
at least 104% but less than 106% of target
     -       83,200  
at least 106% but less than 108% of target
     -       84,800  
at least 108% but less than 110% of target
     -       86,400  
at least 110% but less than 112% of target
     -       88,000  
at least 112% but less than 114% of target
     -       89,600  
at least 114% but less than 116% of target
     -       91,200  
at least 116% but less than 118% of target
     -       92,800  
at least 118% but less than 120% of target
     -       94,400  
at least 120% of target or greater
     -       96,000  
 
 
 
 
 
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Section 2.  Except as expressly amended hereby, the provisions of the Employment Agreement shall remain in full force and effect.
 
IN WITNESS WHEREOF, the parties have executed this Amendment No. 1 to Employment Agreement as of the date set forth above.
 
                               COMPANY:    VERMONT PURE HOLDINGS, LTD.  
       
 
By:
/s/ Bruce S. MacDonald  
    Name:  Bruce MacDonald  
    Title:  CFO  
       
                               EXECUTIVE:  By: /s/ Peter K. Baker  
    PETER K. BAKER  
       
       
                             
 
 
 
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