{"id":39060,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-dean-amp-amp-deluca-inc-and-john-b.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-dean-amp-amp-deluca-inc-and-john-b","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-dean-amp-amp-deluca-inc-and-john-b.html","title":{"rendered":"Employment Agreement &#8211; Dean &#038; DeLuca Inc. and John B. Richards"},"content":{"rendered":"<pre>                              EMPLOYMENT AGREEMENT\n\n                  This EMPLOYMENT AGREEMENT is made as of December 30, 1999, by\nDean &amp; DeLuca, Inc., a Delaware corporation (the 'EMPLOYER'), and John B.\nRichards, an individual (the 'EXECUTIVE').\n\n                  The parties, intending to be legally bound, hereby agree as\nfollows:\n\n1.       EMPLOYMENT TERMS AND DUTIES\n\n         1.1      EMPLOYMENT; DUTIES\n\n                  The Employer hereby employs the Executive, and the Executive\nhereby accepts employment by the Employer, as its President, with such duties\nconsistent with such position as are assigned or delegated to him by the Board\nof Directors of Employer or any duly authorized committee thereof (the 'Board').\nIf, in the good faith judgment of the Board, Executive is satisfactorily\nperforming his duties hereunder, then within one year from commencement of\nExecutive's employment under this Agreement, Executive shall be appointed to the\nadditional position of Chief Executive Officer of the Company. The Employer will\nnominate the Executive to serve as a member of the Board. The Executive will\ndevote his entire business time, attention, skill and energy exclusively to the\nbusiness of the Employer, will use his best efforts to promote the success of\nthe Employer's business, and will cooperate fully with the Board in the\nadvancement of the best interests of the Employer.\n\n         1.2      TERM\n\n                  The term of the Executive's employment under this Agreement\nwill be three years, beginning on a date to be mutually agreed by the Executive\nand Employer and ending on the third anniversary of such date, subject to\nSection 5.\n\n2.       COMPENSATION\n\n         2.1      BASIC COMPENSATION\n\n                  (a) SALARY. The Executive will be paid an annual salary of\n$500,000 (the 'SALARY'), which will be payable in equal periodic installments\naccording to the Employer's customary payroll practices, but no less frequently\nthan monthly.\n\n                  (b) OPTION GRANTS. Upon the execution of this Agreement, the\nEmployer will issue to the Executive options to acquire 450,000 shares of Common\nStock (900,000 shares after giving effect to a two-for-one stock split scheduled\nfor January 2000) at an exercise price of $4.18 ($2.09 after giving effect to a\ntwo-for-one stock split scheduled for January 2000) per share, in the form of\nExhibit A.\n\n                  (c) BENEFITS. The Executive will, during the term of his\nemployment be entitled to participate in such pension, profit sharing, bonus,\nlife insurance, hospitalization, major medical and other employee benefit plans\nof the Employer as may be in effect from time to time, to the extent the\nExecutive is eligible under the terms of those plans (collectively, the\n'BENEFITS'). The Benefits shall include (i) hospitalization and major medical\ncoverage effective from the first day of Executive's employment hereunder (if\nthe Employer's plans do not provide for immediately effective coverage, the\nEmployer may satisfy this requirement by reimbursing the Executive for the cost\nof obtaining coverage under the Comprehensive Omnibus Budget Reconciliation Act\nfrom his prior employer for the period prior to effectiveness of coverage under\nEmployer's plans) and (ii) $1,000,000 of term life insurance coverage, if\nobtainable at normal rates. The Executive will also be entitled to be reimbursed\nfor the initiation fee to become a member of a club of his choice, in amount not\nto exceed $75,000.\n\n\n                                        1\n\n\n\n\n         2.2      BONUS COMPENSATION\n\n                  Following consummation by Employer of a Qualified IPO (as\ndefined in Employer's certificate of incorporation), the Executive shall be paid\na bonus (the 'BONUS') for each fiscal year (or pro rata portion thereof) during\nthe term of his employment, beginning with the fiscal year ending in 2001, in an\namount (not exceeding $275,000) determined by the Board, but not less than\n$137,500, with the balance, if any, based upon the achievement of performance\ncriteria agreed upon in good faith by Executive and the Board. The bonus for a\nfiscal year will be payable within 90 days after the end of that fiscal year.\n\n         2.3      NOTE REPLACEMENT\n\n         The Employer will advance to the Executive the amount of \napproximately $68,000 payable by Executive to Dean &amp; DeLuca, Inc. under a \npromissory note dated ___________ , such advance to be evidenced by the \nExecutive's promissory note in the form of Exhibit B.\n\n3.       EXPENSES\n\n                  (A) The Employer will reimburse the Executive for reasonable\n         expenses incurred by the Executive at the request of, or on behalf of,\n         the Employer in the performance of his duties pursuant to this\n         Agreement, to the extent incurred and documented in accordance with the\n         Employer's policies.\n\n                  (B) The Employer will reimburse (or, in the case of clause\n         (vi), advance to) the Executive for reasonable relocation expenses\n         incurred by the Executive, including, without duplication: (i)\n         temporary living and travel expenses for Executive during moving\n         transition period, not to exceed 8 months; (ii) real estate closing\n         expenses incurred by Executive in connection with the sale of his\n         current residence and the purchase of a new home, including fees on any\n         new mortgage of up to 2 points; (iii) costs of moving and\/or storing\n         all of Executive's personal effects, including packing and unpacking,\n         and transport of automobiles; (iv) expenses for travel and first class\n         hotel accommodation for Executive, his spouse and family up to ten\n         trips to the San Francisco metropolitan area to search for a new home;\n         (v) travel expenses to move Executive's family to his new home; (vi)\n         costs of housing advance based on published index of housing cost\n         differentials in Seattle and the location of his new home, less the\n         amount of profits made by Executive on the sale of his residence in\n         Seattle, which advance shall not exceed $500,000; and (vii) if\n         necessary, temporary living expenses for family in new location while\n         searching for a home, for a period not to exceed 6 months. Employer\n         will advance $25,000 to Executive upon execution of this Agreement to\n         cover relocation incidentals. The advance referred to in clause (vi)\n         shall be evidenced by a promissory note in the form of Exhibit C, which\n         shall be forgiven as to 25% of the amount thereof on each annual\n         anniversary of the date of this Agreement if the Executive is then\n         employed by the Company. If the Executive purchases a new home prior to\n         the sale of his residence in Seattle, the Employer will also provide\n         the Executive with up to $3,000,000 of 'bridge financing' for the\n         purchase of his new home through either (i) a guaranty of a short-term\n         (not to exceed 90 days) mortgage loan from a bank or other financial\n         institution or (ii) a short-term (not to exceed 90 days) mortgage loan\n         from the Employer. Should the Executive voluntarily leave the employ of\n         the Company (other than for Good Reason, as defined below) and obtain\n         new employment during the term of this Agreement, Executive shall\n         reimburse Company in full for the above relocation costs, plus the\n         amount of the executive recruitment fee paid by the Company in\n         connection with the Executive's recruitment.\n\n\n                  (C) The Employer will reimburse the Executive for the\n         reasonable fees of legal counsel retained by the Executive in\n         connection with the negotiation of this Agreement, to the extent not\n         exceeding $10,000.\n\n                                        2\n\n\n\n\n4.       VACATIONS, HOLIDAYS AND HOME LEAVE\n\n         4.1 The Executive will be entitled to four weeks' paid vacation each\ncalendar year in accordance with the vacation policies of the Employer in effect\nfor its executive officers from time to time.\n\n5.       TERMINATION\n\n         5.1      EVENTS OF TERMINATION\n\n                  This Agreement and any and all benefits and rights of the\nExecutive under this Agreement or otherwise as an employee of the Employer will\nterminate (except as otherwise provided in this Section 6):\n\n                  (a)      upon the death of the Executive;\n\n                  (b) upon the Disability of the Executive immediately upon\nnotice from either party to the other;\n\n                  (c) For Cause, immediately upon notice from the Employer to\nthe Executive, or at such later time as such notice may specify; or\n\n                  (d) For Good Reason upon not less than thirty days' prior\nnotice from the Executive to the Employer.\n\n         5.2      DEFINITION OF DISABILITY\n\n                  For purposes of Section 5.1, the Executive will be deemed to\nhave a 'Disability' if, for physical or mental reasons, the Executive is unable\nto perform the Executive's duties under this Agreement for 60 consecutive days,\nor 120 days during any twelve month period, as determined by the Board in good\nfaith. In order to assist the Board in making that determination, the Executive\nwill submit to a reasonable number of examinations by a medical doctor\ndesignated by the Board and the Executive hereby authorizes the disclosure and\nrelease to the Employer of the results of such examinations and all supporting\nmedical records.\n\n         5.3      DEFINITION OF 'FOR CAUSE'\n\n                  For purposes of Section 5.1, the phrase 'For Cause' means: (a)\nthe Executive's breach of this Agreement in any material respect; (b) the\nExecutive's failure to substantially perform his assigned duties hereunder or to\nadhere to any written Employer policy if such failure continues uncured for at\nleast ten days after notice thereof; (c) the appropriation (or attempted\nappropriation) of a material business opportunity of the Employer, including\nattempting to secure or securing any personal profit in connection with any\ntransaction entered into on behalf of the Employer; (d) the misappropriation (or\nattempted misappropriation) of any of the Employer's funds or property; (e) the\nconviction of, the indictment for (or its procedural equivalent), or the\nentering of a guilty plea or plea of no contest with respect to, a felony, the\nequivalent thereof, or any other crime, involving fraud or falsehood, or with\nrespect to which imprisonment is a possible punishment; or (f) use of illegal\ndrugs or controlled substances or excessive and recurring consumption of\nalcoholic beverages.\n\n\n\n                                        3\n\n\n\n\n\n         5.4      DEFINITION OF 'FOR GOOD REASON'\n\n                  For purposes of Section 5.1, the phrase 'For Good Reason'\nmeans any of the following: (a) the Employer's breach of this Agreement in any\nmaterial respect that continues uncured for at least ten days after notice\nthereof from the Executive; (b) the assignment of the Executive without his\nconsent to a position, responsibilities, or duties inconsistent with Section 1;\n(c) the requirement by the Employer that the Executive's principal place of\nemployment be anywhere more than 75 miles from the City of San Francisco,\nwithout the Executive's consent; or (d) the assignment of Employer's rights\nunder this Agreement pursuant to Section 8.6, without the Executive's consent .\n\n         5.5      TERMINATION PAY\n\n                  Effective upon the termination of this Agreement, the Employer\nwill be obligated to pay the Executive (or, in the event of his death, his\nestate) only such compensation as is provided in this Section 5.5, in lieu of\nall other amounts and in settlement and complete release of all claims the\nExecutive may have against the Employer.\n\n                  (A) TERMINATION FOR GOOD REASON OR OTHER THAN FOR CAUSE. If\n         the Executive's employment pursuant to this Agreement is terminated by\n         the Employer other than For Cause or by the Executive for Good Reason,\n         the Employer shall continue to pay to the Executive the Executive's\n         Salary and Bonus for the remainder of the term of this Agreement, and\n         (during such period or, if earlier, until he obtains new employment\n         providing health benefits coverage) the Employer shall provide such\n         continuation of health benefits coverage, including, without\n         limitation, medical and dental coverage, required to be provided to\n         employees, former employees and the beneficiaries or dependents of such\n         employees and former employees under Part 6 of Subtitle B of Title I of\n         the Employee Retirement Income Security Act of 1974, as amended, or, if\n         applicable, Section 4980B of the Internal Revenue Code of 1986, as\n         amended, on terms no less favorable to the Executive than the terms on\n         which such coverage was provided prior to termination of his\n         employment; provided that, although the Executive shall have no duty to\n         mitigate by obtaining new employment, if the Executive obtains new\n         employment or is otherwise compensated for the performance of services,\n         all compensation received by Executive from the new employer whether in\n         the form of a signing bonus, salary or otherwise, shall be deducted on\n         a going forward basis from the Salary and Bonus payable by Employer to\n         Executive pursuant to this Section 5.5(A).\n\n                  (B) TERMINATION UPON DISABILITY. If the Executive's employment\n         pursuant to this Agreement is terminated by either party as a result of\n         the Executive's Disability, as determined under Section 4.2, (i) the\n         Employer will pay the Executive his Salary through the remainder of the\n         calendar month during which such termination is effective, and that\n         part of the Executive's Bonus for the calendar year during which his\n         disability occurs, in each case prorated through the end of the\n         calendar month during which his Disability occurs.\n\n                  (C) TERMINATION UPON DEATH. If the Executive's employment\n         pursuant to this Agreement is terminated because of the Executive's\n         death, the Executive's estate will be entitled to receive Executive's\n         Salary through the end of the calendar month in which his death occurs,\n         and that part of the Executive's Bonus for the calendar year during\n         which his death occurs, in each case prorated through the end of the\n         calendar month during which his death occurs.\n\n                  (D) BENEFITS. The Executive's accrual of, or participation in\n         plans providing for, the Benefits will cease at the effective date of\n         the termination of his employment pursuant to this Agreement, and the\n         Executive will be entitled to accrued Benefits pursuant to such plans\n         only as provided in this Agreement or in such plans. The Executive\n         shall receive upon termination of his employment payment, at the rate\n         of the Salary, for unused vacation that has accrued pursuant to Section\n         4.1 through the date of such termination (pro rated for the calendar\n         year in which such\n\n\n                                        4\n\n\n\n\n\n\n\n         termination occurs). The Executive will not receive, as part of his\n         termination pay pursuant to this Section 5, any other payment or other\n         compensation for any vacation, holiday, sick leave, or other leave\n         unused on the date the notice of termination is given under this\n         Agreement.\n\n6.       NON-DISCLOSURE COVENANT; EMPLOYEE INVENTIONS\n\n         6.1      ACKNOWLEDGMENTS BY THE EXECUTIVE\n\n                  The Executive acknowledges that (a) during the term of and as\na part of his employment, the Executive will be afforded access to Confidential\nInformation; (b) public disclosure of such Confidential Information could have\nan adverse effect on the Employer and its business; (c) because the Executive\npossesses substantial technical expertise and skill with respect to the\nEmployer's business, the Employer desires to obtain exclusive ownership of each\nEmployee Invention, and the Employer will be at a substantial competitive\ndisadvantage if it fails to acquire exclusive ownership of each Employee\nInvention; and (d) the provisions of this Section 5 are reasonable and necessary\nto prevent the improper use or disclosure of Confidential Information and to\nprovide the Employer with exclusive ownership of all Employee Inventions.\n\n                  'CONFIDENTIAL INFORMATION' shall mean any and all:\n\n                  (a) trade secrets concerning the business and affairs of the\nEmployer and its subsidiaries, product specifications, data, know-how, formulae,\ncompositions, processes, designs, sketches, photographs, graphs, drawings,\nsamples, inventions and ideas, past, current, and planned research and\ndevelopment, current and planned manufacturing or distribution methods and\nprocesses, customer lists, current and anticipated customer requirements, price\nlists, market studies, business plans, computer software and programs (including\nobject code and source code), computer software and database technologies,\nsystems, structures, and architectures (and related formulae, compositions,\nprocesses, improvements, devices, know-how, inventions, discoveries, concepts,\nideas, designs and methods and information), and any other information, however\ndocumented, that is a trade secret under applicable law; and\n\n                  (b) information concerning the business and affairs of the\nEmployer and its subsidiaries (which includes historical financial statements,\nfinancial projections and budgets, historical and projected sales, capital\nspending budgets and plans, the names and backgrounds of key personnel and\npersonnel training and techniques and materials), however documented; and\n\n                  (c) notes, analysis, compilations, studies, summaries, and\nother material prepared by or for the Employer or any of its subsidiaries\ncontaining or based, in whole or in part, on any information included in the\nforegoing.\n\n                  'EMPLOYEE INVENTION' shall mean any idea, invention,\ntechnique, modification, process or improvement (whether patentable or not), any\nindustrial design (whether registerable or not) and any work of authorship\n(whether or not copyright protection may be obtained for it) created, conceived,\nor developed by the Executive, either solely or in conjunction with others,\nduring the term of his employment, or a period that includes a portion of the\nterm of his employment, that relates in any way to, or is useful in any manner\nin, the business then being conducted or proposed to be conducted by the\nEmployer or any of its subsidiaries, and any such item created by the Executive,\neither solely or in conjunction with others, following termination of the\nExecutive's employment with the Employer, that is based upon or uses\nConfidential Information.\n\n\n\n                                        5\n\n\n\n\n\n         6.2      COVENANTS OF THE EXECUTIVE\n\n                  In consideration of the compensation and benefits to be paid\nor provided to the Executive by the Employer under this Agreement, the Executive\ncovenants as follows:\n\n                  (A)      CONFIDENTIALITY.\n\n                           (i) During and following the term of his employment,\n                  the Executive will hold in confidence the Confidential\n                  Information and will not disclose it to any person except with\n                  the specific prior written consent of the Employer or except\n                  as otherwise expressly permitted by the terms of this\n                  Agreement.\n\n                           (ii) Any trade secrets of the Employer will be\n                  entitled to all of the protections and benefits under\n                  applicable law. If any information that the Employer deems to\n                  be a trade secret is found by a court of competent\n                  jurisdiction not to be a trade secret for purposes of this\n                  Agreement, such information will, nevertheless, be considered\n                  Confidential Information for purposes of this Agreement. The\n                  Executive hereby waives any requirement that the Employer\n                  submit proof of the economic value of any trade secret.\n\n                           (iii) None of the foregoing obligations and\n                  restrictions applies to any part of the Confidential\n                  Information that the Executive demonstrates was or became\n                  generally available to the public other than as a result of a\n                  disclosure by the Executive.\n\n                           (iv) The Executive will not remove from the\n                  Employer's or any of its subsidiaries' premises (except to the\n                  extent such removal is for purposes of the performance of the\n                  Executive's duties at home or while traveling, or except as\n                  otherwise specifically authorized by the Employer) any\n                  document, record, notebook, plan, model, component, device, or\n                  computer software or code, whether embodied in a disk or in\n                  any other form (collectively, the 'PROPRIETARY ITEMS'). The\n                  Executive recognizes that, as between the Employer and the\n                  Executive, all of the Proprietary Items, whether or not\n                  developed by the Executive, are the exclusive property of the\n                  Employer. Upon termination of this Agreement by either party,\n                  or upon the request of the Employer during the Employment\n                  Period, the Executive will return to the Employer all of the\n                  Proprietary Items in the Executive's possession or subject to\n                  the Executive's control, and the Executive shall not retain\n                  any copies, abstracts, sketches, or other physical embodiment\n                  of any of the Proprietary Items.\n\n                  (B) EMPLOYEE INVENTIONS. Each Employee Invention will belong\n         exclusively to the Employer. The Executive acknowledges that all of the\n         Executive's writing, works of authorship, specially commissioned works\n         and other Employee Inventions are works made for hire and the property\n         of the Employer, including any copyrights, patents, or other\n         intellectual property rights pertaining thereto. If it is determined\n         that any such works are not works made for hire, the Executive hereby\n         assigns to the Employer all of the Executive's right, title, and\n         interest, including all rights of copyright, patent, and other\n         intellectual property rights, to or in such Employee Inventions. The\n         Executive covenants that he will promptly:\n\n                           (i) disclose to the Employer in writing any Employee\n                  Invention;\n\n                           (ii) assign to the Employer or to a party designated\n                  by the Employer, at the Employer's request and without\n                  additional compensation, all of the Executive's right to the\n                  Employee Invention for the United States and all foreign\n                  jurisdictions;\n\n\n                                        6\n\n\n\n\n\n\n                           (iii) execute and deliver to the Employer such\n                  applications, assignments and other documents as the Employer\n                  may request in order to apply for and obtain patents or other\n                  registrations with respect to any Employee Invention in the\n                  United States and any foreign jurisdictions;\n\n                           (iv) sign all other papers necessary to carry out the\n                  above obligations; and\n\n                           (v) give testimony and render any other assistance in\n                  support of the Employer's rights to any Employee Invention.\n\n         6.3      DISPUTES OR CONTROVERSIES\n\n                  The Executive recognizes that should a dispute or controversy\narising from or relating to this Agreement be submitted for adjudication to any\ncourt, arbitration panel or other third party, the preservation of the secrecy\nof Confidential Information may be jeopardized. All pleadings, documents,\ntestimony and records relating to any such adjudication will be maintained in\nsecrecy and will be available for inspection by the Employer, the Executive and\ntheir respective attorneys and experts, who will agree, in advance and in\nwriting, to receive and maintain all such information in secrecy, except as may\nbe limited by them in writing.\n\n7.       NON-COMPETITION AND NON-INTERFERENCE\n\n         7.1      ACKNOWLEDGMENTS BY THE EXECUTIVE\n\n                  The Executive acknowledges that: (a) the services to be\nperformed by him under this Agreement are of a special, unique, unusual,\nextraordinary and intellectual character; (b) the Employer's business is\ninternational in scope and its products are marketed throughout the United\nStates and internationally; (c) the Employer competes with other businesses that\nare or could be located in any part of the world; and (d) the provisions of this\nSection 7 are reasonable and necessary to protect the Employer's business.\n\n         7.2      COVENANTS OF THE EXECUTIVE\n\n                  In consideration of the acknowledgments by the Executive, and\nin consideration of the compensation and benefits to be paid or provided to the\nExecutive by the Employer, the Executive covenants that he will not, directly or\nindirectly:\n\n                  (a) during the term of his employment, except in the course of\nhis employment hereunder, and during the Post-Employment Period (as defined\nbelow), engage or invest in, own, manage, operate, finance, control or\nparticipate in the ownership, management, operation, financing or control of, be\nemployed by, associated with, or in any manner connected with, lend the\nExecutive's name or any similar name to, lend Executive's credit to or render\nservices or advice to, any business engaged in any aspect of Employer's\nBusiness; PROVIDED, HOWEVER, that the Executive may purchase or otherwise\nacquire up to (but not more than) one percent of any class of securities of any\nenterprise (but without otherwise participating in the activities of such\nenterprise) if such securities are registered under Section 12 of the Securities\nExchange Act of 1934, as amended;\n\n                  (b) whether for the Executive's own account or for the account\nof any other person, at any time during the term of his employment and the\nPost-Employment Period, solicit business related to the Employer's Business from\nany person known by the Executive to be a customer of the Employer or any of its\nsubsidiaries, whether or not the Executive had personal contact with such person\nduring and by reason of the Executive's employment with the Employer;\n\n\n\n                                        7\n\n\n\n\n\n                  (c) whether for the Executive's own account or the account of\nany other person (i) at any time during the term of his employment and the\nPost-Employment Period, solicit, employ or otherwise engage as an employee,\nindependent contractor, or otherwise, any person who is or was an employee of\nthe Employer or any of its subsidiaries at any time during the term of his\nemployment or in any manner induce or attempt to induce any employee of the\nEmployer or any of its subsidiaries to terminate his employment with the\nEmployer or any of its subsidiaries; or (ii) at any time during the term of his\nemployment and for three years thereafter, interfere with the Employer's or any\nof its subsidiaries' relationships with any person, including any person who at\nany time during the Employment Period was an employee, contractor, supplier, or\ncustomer of the Employer or any of its subsidiaries; or\n\n                  (d) at any time during or after the term of his employment,\ndisparage the Employer or any of its subsidiaries, shareholders, directors,\nofficers, employees or agents.\n\n                  For purposes of this Section 7.2, (i) the term\n'Post-Employment Period' means the two-year period beginning on the date of\ntermination of the Executive's employment with the Employer, unless the\nExecutive's employment pursuant to this Agreement is terminated by the Employer\nother than For Cause or by the Executive for Good Reason, in which event it\nshall end on the date of termination of the Executive's employment and (ii) the\nterm 'Employer's Business' means the development, marketing, distribution and\nsale of gourmet and specialty foods, premium wines and beverages and housewares,\nincluding, but not limited to, through the Internet, direct mail catalogue and\nspecialty food markets and cafes.\n\n                  If any covenant in this Section 7.2 is held to be\nunreasonable, arbitrary or against public policy, such covenant will be\nconsidered to be divisible with respect to scope, time and geographic area, and\nsuch lesser scope, time or geographic area, or all of them, as a court of\ncompetent jurisdiction may determine to be reasonable, not arbitrary, and not\nagainst public policy, will be effective, binding and enforceable against the\nExecutive.\n\n                  The period of time applicable to any covenant in this Section\n7.2 will be extended by the duration of any violation by the Executive of such\ncovenant.\n\n                  The Executive will, while the covenant under this Section 7.2\nis in effect, give notice to the Employer, within ten days after accepting any\nother employment, of the identity of the Executive's employer. The Employer may\nnotify such employer that the Executive is bound by this Agreement and, at the\nEmployer's election, furnish such employer with a copy of this Agreement or\nrelevant portions thereof.\n\n8.       GENERAL PROVISIONS\n\n         8.1      INJUNCTIVE RELIEF AND ADDITIONAL REMEDY\n\n                  The Executive acknowledges that the injury that would be\nsuffered by the Employer as a result of a breach of the provisions of this\nAgreement (including any provision of Sections 6 and 7) would be irreparable and\nthat an award of monetary damages to the Employer for such a breach would be an\ninadequate remedy. Consequently, the Employer will have the right, in addition\nto any other rights it may have, to obtain injunctive relief to restrain any\nbreach or threatened breach or otherwise to specifically enforce any provision\nof this Agreement, and the Employer will not be obligated to post bond or other\nsecurity in seeking such relief. In any action to obtain such relief, if the\nExecutive is the prevailing party he shall be entitled to recover from the\nEmployer the reasonable costs incurred by him in defending such action,\nincluding, without limitation, reasonable attorneys' fees.\n\n                  Without limiting the Employer's rights under this Section 8 or\nany other remedies of the Employer, if the Executive breaches any of the\nprovisions of Section 6 or 7, the Employer will have the right \n\n\n                                                          8\n\n\n\n\n\nto cease making any payments otherwise due to the Executive under this\nAgreement. If the Employer ceases making any such payments to the Executive by\nreason of the preceding sentence and it is finally judicially determined that\nthe Executive had not breached any of the provisions of Section 6 or 7 and that\nthe Employer's failure to make such payments was not authorized by the preceding\nsentence, the Executive shall be entitled to recover, in addition to the\npayments that the Employer improperly failed to make, interest on each such\npayment from the date it was due until it is made at the prime rate of The Chase\nManhattan Bank.\n\n         8.2      COVENANTS OF SECTIONS 6 AND 7 ARE ESSENTIAL AND\nINDEPENDENT COVENANTS\n\n                  The covenants by the Executive in Sections 6 and 7 are\nessential elements of this Agreement, and without the Executive's agreement to\ncomply with such covenants, the Employer would not have entered into this\nAgreement or employed or continued the employment of the Executive. The Employer\nand the Executive have independently consulted their respective counsel and have\nbeen advised in all respects concerning the reasonableness and propriety of such\ncovenants, with specific regard to the nature of the business conducted by the\nEmployer.\n\n                  The Executive's covenants in Sections 6 and 7 are independent\ncovenants and the existence of any claim by the Executive against the Employer\nunder this Agreement or otherwise will not excuse the Executive's breach of any\ncovenant in Section 6 or 7.\n\n                  If the Executive's employment hereunder expires or is\nterminated, this Agreement will continue in full force and effect as is\nnecessary or appropriate to enforce the covenants and agreements of the\nExecutive in Sections 6 and 7.\n\n         8.3      REPRESENTATIONS AND WARRANTIES BY THE EXECUTIVE\n\n                  The Executive represents and warrants to the Employer that the\nexecution and delivery by the Executive of this Agreement do not, and the\nperformance by the Executive of the Executive's obligations hereunder will not,\nwith or without the giving of notice or the passage of time, or both: (a)\nviolate any judgment, writ, injunction or order of any court, arbitrator or\ngovernmental agency applicable to the Executive; or (b) conflict with, result in\nthe breach of any provisions of or the termination of, or constitute a default\nunder, any agreement to which the Executive is a party or by which the Executive\nis or may be bound.\n\n         8.4      OBLIGATIONS CONTINGENT ON PERFORMANCE\n\n                  Except as otherwise specifically provided herein, the\nobligations of the Employer hereunder, including its obligation to pay the\ncompensation provided for herein, are contingent upon the Executive's\nperformance of the Executive's obligations hereunder.\n\n         8.5      WAIVER\n\n                  The rights and remedies of the parties to this Agreement are\ncumulative and not alternative. Neither the failure nor any delay by either\nparty in exercising any right, power or privilege under this Agreement will\noperate as a waiver of such right, power or privilege, and no single or partial\nexercise of any such right, power or privilege will preclude any other or\nfurther exercise of such right, power or privilege or the exercise of any other\nright, power or privilege. To the maximum extent permitted by applicable law,\n(a) no claim or right arising out of this Agreement can be discharged by one\nparty, in whole or in part, by a waiver or renunciation of the claim or right\nunless in writing signed by the other party; (b) no waiver that may be given by\na party will be applicable except in the specific instance for which it is\ngiven; and (c) no notice to or demand on one party will be deemed to be a waiver\nof any obligation of such party\n\n\n                                        9\n\n\n\n\n\nor of the right of the party giving such notice or demand to take further action\nwithout notice or demand as provided in this Agreement.\n\n         8.6      BINDING EFFECT; DELEGATION OF DUTIES PROHIBITED\n\n                  This Agreement shall inure to the benefit of, and shall be\nbinding upon, the parties hereto and their respective successors, assigns, heirs\nand legal representatives, including any entity with which the Employer may\nmerge or consolidate or to which all or substantially all of its assets may be\ntransferred. The duties and covenants of the Executive under this Agreement,\nbeing personal, may not be delegated.\n\n         8.7      NOTICES\n\n                  All notices, consents, waivers, and other communications under\nthis Agreement must be in writing and will be deemed to have been duly given\nwhen (a) delivered by hand (with written confirmation of receipt), (b) sent by\nfacsimile (with written confirmation of receipt), provided that a copy is mailed\nby registered mail, return receipt requested or (c) when received by the\naddressee, if sent by a nationally recognized overnight delivery service\n(receipt requested), in each case to the appropriate addresses and facsimile\nnumbers set forth below (or to such other addresses and facsimile numbers as a\nparty may designate by notice to the other parties):\n\n                  If to Employer:\n\n                  Dean &amp; DeLuca, Inc.\n                  560 Broadway\n                  New York, NY\n                  Attention:  Dane J. Neller, Chief Executive Officer\n                  Facsimile No.:  (212) 965-1765\n\n                  With a copy to:\n\n                  Kaye, Scholer, Fierman, Hays &amp; Handler, LLP\n                  425 Park Avenue\n                  New York, NY 10022\n                  Attention: Joel I. Greenberg, Esq.\n                  Facsimile No.: 212-836-8211\n\n                  If to the Executive:\n\n                  1215 Lexington Way East\n                  East Seattle, Washington 98112\n                  Facsimile No.: (206) 324-7770\n\n\n         8.8      ENTIRE AGREEMENT; AMENDMENTS\n\n                  This Agreement contains the entire agreement between the\nparties with respect to the subject matter hereof and supersedes all prior\nagreements and understandings, oral or written, between the parties hereto with\nrespect to the subject matter hereof. This Agreement may not be amended orally,\nbut only by an agreement in writing signed by the parties hereto.\n\n\n\n                                       10\n\n\n\n\n\n         8.9      GOVERNING LAW\n\n                  This Agreement will be governed by the laws of the State of\nNew York without regard to conflicts of laws principles.\n\n         8.10     JURISDICTION\n\n                  Any action or proceeding seeking to enforce any provision of,\nor based on any right arising out of, this Agreement may be brought against\neither of the parties in the courts of the State of New York, County of New\nYork, or, if it has or can acquire jurisdiction, in the United States District\nCourt for the Southern District of New York, and each of the parties consents to\nthe jurisdiction of such courts (and of the appropriate appellate courts) in any\nsuch action or proceeding and waives any objection to venue laid therein.\nProcess in any action or proceeding referred to in the preceding sentence may be\nserved on either party anywhere in the world.\n\n         8.11     SECTION HEADINGS, CONSTRUCTION\n\n                  The headings of Sections in this Agreement are provided for\nconvenience only and will not affect its construction or interpretation. All\nreferences to 'Section' or 'Sections' refer to the corresponding Section or\nSections of this Agreement unless otherwise specified. All words used in this\nAgreement will be construed to be of such gender or number as the circumstances\nrequire. Unless otherwise expressly provided, the word 'including' does not\nlimit the preceding words or terms.\n\n         8.12     SEVERABILITY\n\n                  If any provision of this Agreement is held invalid or\nunenforceable by any court of competent jurisdiction, the other provisions of\nthis Agreement will remain in full force and effect. Any provision of this\nAgreement held invalid or unenforceable only in part or degree will remain in\nfull force and effect to the extent not held invalid or unenforceable.\n\n         8.13     COUNTERPARTS\n\n                  This Agreement may be executed in one or more counterparts,\neach of which will be deemed to be an original copy of this Agreement and all of\nwhich, when taken together, will be deemed to constitute one and the same\nagreement.\n\n\n\n\n                                       11\n\n\n\n\n         IN WITNESS WHEREOF, the parties have executed and delivered this\nAgreement as of the date above first written above.\n\n                                                      DEAN &amp; DELUCA, INC.\n\n                                                      By: \/s\/ Dane J. Neller\n                                                          ----------------------\n                                                          Name: Dane J. Neller\n\n\n\n                                                      EXECUTIVE:\n\n                                                      \/s\/ John B. Richards\n                                                      -------------------------\n                                                            John B. Richards\n\n\n\n                                       12\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7276],"corporate_contracts_industries":[9501],"corporate_contracts_types":[9539,9544],"class_list":["post-39060","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-dean---deluca-inc","corporate_contracts_industries-retail__misc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39060","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39060"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39060"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39060"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39060"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}