Severance and Change in Control Agreement between NuCO2 Inc. and Eric M. Wechsler (December 9, 2004)

 EXHIBIT 10.3 December 9, 2004 Mr. Eric M. Wechsler 9550 S. Ocean Drive, #1802 Jensen Beach, Florida 34957 Dear Eric: In consideration of your past and future service to NuCO2 Inc. (the "Company"), in the event that your employment terminates for reasons other than "cause," you shall retain all stock options that vested prior to the termination of your employment. "Cause" shall mean a material breach by you with respect to (i), (ii) and (iii) below, which is not cured by you within thirty (30) days after you are provided with written notice specifying the basis thereof: (i) engagement in any criminal conduct constituting a felony and criminal charges are brought against you by a governmental authority, (ii) knowingly and willfully fail or refuse to perform your duties and responsibilities in a manner consistent with your position or other officers of similar position in the Company to the reasonable satisfaction of the Board of Directors of the Company (the "Board"), and (iii) knowingly and willfully engage in activities which would constitute a material breach of any applicable policies, rules or regulations of the Company or result in a material injury to the business condition, financial or otherwise, results of operation or prospects of the Company, as determined in good faith by the Board. In addition, in the event that there is a "Change in Control" and within one year thereafter your employment is involuntarily terminated other than for Cause or you resign your employment for "Good Reason," you shall be entitled to the following severance compensation: (a) Continuation of all benefits, including without limitation medical, dental and life insurance for one year following the date of termination, or until the date on which you first become eligible for insurance coverage of a similar nature provided by a firm that employs you following termination of employment, whichever comes first; (b) Immediate vesting of any granted but unvested stock options; and (c) An amount equal to the greater of (i) one times (y) your then current annual base salary and (z) your target cash bonus for the then current year and (ii) two hundred fifty six thousand  five hundred dollars ($256,500) to be paid within sixty (60) days following termination of employment. A "Change of Control" means (i) the direct or indirect sale, lease, exchange or other transfer of all or substantially all (50% or more) of the assets of the Company to any person or entity or group of persons or entities acting in concert as a partnership or other group (a "Group of Persons"), (ii) the merger, consolidation or other business combination of the Company with or into another corporation with the effect that the shareholders of the Company, as the case may be, immediately following the merger, consolidation or other business combination, hold 50% or less of the combined voting power of the then outstanding securities of the surviving corporation of such merger, consolidation or other business combination ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors, (iii) the replacement of a majority of the Company's Board of Directors in any given year as compared to the directors who constituted the Company's Board at the beginning of such year, and such replacement shall not have been approved by the Company's Board of Directors, as the case may be, as constituted at the beginning of such year, or (iv) a person or Group of Persons shall, as a result of a tender or exchange offer, open market purchases, privately negotiated purchases or otherwise, have become the beneficial owner (within the meaning of Rule 13d-3 under the Securities Exchange Act of 1934, as amended) of securities of the Company representing 50% or more of the combined voting power of the then outstanding securities of such corporation ordinarily (and apart from rights accruing under special circumstances) having the right to vote in the election of directors. You shall have "Good Reason" for terminating your employment with the Company if one or more of the following occurs: (a) an involuntary change in your status or position with the Company which constitutes a demotion from your then current status or position and a material change in the nature or scope of powers, authority or duties inherent in such position; (b) layoff or involuntary termination of your employment, except in connection with the termination of your employment for disability or death; (c) a reduction by the Company in your compensation; (d) any action or inaction by the Company that would adversely affect your continued participation in any benefit plan on at least as favorable basis as was the case at the time of such action or inaction, or that would materially reduce your benefits in the future under the benefit plan or deprive you of any material benefits that you then enjoyed, except to the extent that such action or inaction by the Company (i) is also taken or not taken, as the case may be, in respect of all employees generally, (ii) is required by the terms of any  benefit plan as in effect immediately before such action or inaction; or (iii) is necessary to comply with applicable law or to preserve the qualification of any benefit plan under section 401(a) of the Internal Revenue Code; or (e) a material change of your principal work location. In the event that you reasonably believe that you have Good Reason to terminate your employment in reliance upon the foregoing paragraph, you shall notify the Company in writing of such Good Reason to terminate your employment. If the Company disagrees with your belief that you have Good Reason to terminate your employment in reliance upon the foregoing paragraph, such unresolved dispute or controversy arising thereunder or in connection therewith shall be settled exclusively by arbitration conducted in accordance with the rules of the American Arbitration Association then in effect in Martin County, Florida. The arbitrators shall not have the authority to add to, detract from, or modify any provision hereof nor to award punitive damages to any third party. A decision by a majority of the arbitration panel shall be final and binding on whether "Good Reason" exists. Judgment may be entered on the arbitrators' award in any court having jurisdiction. The direct expense of any arbitration proceeding shall be borne by the Company. Each party shall bear its own counsel's fees and expenses. Very truly yours, /s/ Michael E. DeDomenico ------------------------- Michael E. DeDomenico Chairman and CEO