{"id":39442,"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-peapod-inc-and-john-a-furton.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-peapod-inc-and-john-a-furton","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-peapod-inc-and-john-a-furton.html","title":{"rendered":"Employment Agreement &#8211; Peapod Inc. and John A. Furton"},"content":{"rendered":"<pre>\n                              EMPLOYMENT AGREEMENT\n\n\n          Employment Agreement (the \"Agreement\") dated as of June 9, 1997\nbetween John A. Furton (the \"Executive\") and  Peapod, Inc., a Delaware\ncorporation (the \"Company\" or \"Employer\"). The Company's principal office is\nlocated at 1033 University Place, Suite 375, Evanston, Illinois 60201.\n\n          WHEREAS, the Company desires to continue to employ the Executive as\nits Senior Vice President-Field Support and Retailer, and the Executive desires\nto continue such employment, for the term and upon the other conditions\nhereinafter set forth; and\n\n          WHEREAS, concurrently herewith, the Executive and the Company are\nentering into a Severance Agreement (the \"Severance Agreement\") providing for\ncertain substantial severance benefits.\n\n          NOW, THEREFORE, in consideration of the agreements and covenants\ncontained herein, the Executive and the Company hereby agree as follows:\n\n\n                                   ARTICLE I\n                                   Employment\n\n          Section 1.01.  Position; Term; Responsibilities.  The Company shall\nemploy the Executive as its Senior Vice President-Field Support and Retailer for\na term commencing on the date hereof (the \"Commencement Date\") and ending on the\nfifth anniversary of the Commencement Date (subject to automatic extension as\nprovided in Section 1.03, the \"Employment Period\").  Subject to the powers,\nauthorities and responsibilities vested in the Board of Directors (including any\ncommittees thereof, the \"Board\") of the Company and the Chief Executive Officer\nof the Company (the \"Company CEO\"), the Executive shall oversee the field\nsupport and retailer services activities of the Company and have the\nresponsibility and authority for the formulation and execution of the policies\nrelating to, and the administration of, such activities.  The Executive shall\nhold the title of Senior Vice President-Retailer Development and Field Support \nor such other or additional title as is not inconsistent with the aforementioned\nresponsibilities and shall report to the Company CEO. The Executive shall also\nperform such other executive and administrative duties for the Company and its\nsubsidiaries and affiliates (not inconsistent with the position of Senior Vice\n\n \nPresident-Field Support and Retailer), as may from time to time be authorized or\ndirected by the Company CEO.  The Executive agrees to be employed by the Company\nin all such capacities, as such capacities may be amended from time to time by\nwritten agreement between Employer and the Executive, for the Employment Period,\nsubject to all the covenants and conditions hereinafter set forth.\n\n          Section l.02.  Duties.  During the Employment Period, the Executive\nshall perform faithfully the duties assigned to him hereunder to the best of his\nabilities and devote his full and undivided business time and attention to the\ntransaction of the Company's business and not engage in any other business\nactivities except with the approval of the Company CEO.  The previous sentence\nshall not preclude the Executive from participating in the affairs of any\ngovernmental, educational or other charitable institution so long as the Board\ndoes not determine in good faith that such activities unreasonably interfere\nwith the business of the Company or the performance by Executive of his duties\nhereunder.\n\n          Section 1.03.  Automatic Extension of Employment Term; Termination.\n\n          (a)  The Employment Term shall be automatically extended for\nsuccessive one-year periods on the fifth anniversary of the Commencement Date\nand each succeeding anniversary unless either party has delivered notice to the\ncontrary (a \"Non-Extension Notice\") to the other party not less than one year\nprior to such anniversary.\n\n          (b)  The term of this Agreement shall be the Employment Term (as\nextended as provided in Section 1.03); provided that, the Company and the\nExecutive each shall have the right to terminate this Agreement at any time\nduring the Employment Term, subject to the rights and obligations of such\nparties as set forth in the Severance Agreement.\n\n\n                                   ARTICLE II\n                                  Compensation\n\n          Section 2.01.  Base Compensation.  As compensation for his services\nhereunder, the Company shall pay to the Executive during the Employment Period a\nminimum annual salary of $118,450 (the \"Base Salary\"), less required or\nauthorized deductions, payable in installments in accordance with the Company's\nnormal payment schedule for senior management of the Company. The Executive's\nsalary may be increased from time to time above the Base Salary required by this\nSection 2.01 at the discretion of the Board.\n\n                                      -2-\n\n \n          Section 2.02.  Bonus Plan.  The Executive shall be entitled to\nparticipate in a management bonus plan as modified by the Board from time to\ntime.  Such plan shall, at a minimum, provide for an opportunity for the\nExecutive to earn a cash bonus on an annual basis of up to 20% of the\nExecutive's Base Salary received for the year as to which such bonus is earned\n(the \"Target Bonus\"), based on the meeting of performance goals (such as\nindividual, departmental or Company-wide goals) as may be set from time to time\nby the Board in its absolute discretion (i.e., the Executive shall be entitled\nto receive a cash bonus with respect to such year of 20% of Base Salary if the\nlevels of such performance goals are fully achieved for such year).  This\nSection 2.02 shall not limit the Board's ability to establish management bonus\nplans providing for a greater Target Bonus for the Executive or to provide a\ncash bonus for the Executive in any given year that is greater than the Target\nBonus.\n\n          Section 2.03.  Employee Benefits.  The Executive shall be entitled to\nparticipate in incentive compensation plans of the Company that are applicable\nto the Executive during the Employment period and shall be eligible for payments\nconsistent with the terms of such plans.  Upon satisfaction of any eligibility\nrequirements, during the Employment Period, the Executive shall be entitled to\nparticipate in such employee benefit plans and to receive such other fringe\nbenefits as are from time to time made generally available to the senior\nmanagement of the Company; provided that if a severance benefit is payable to\nthe Executive pursuant to Section 2.05, such benefit shall be paid in lieu of\nany benefit otherwise payable to Executive pursuant to any Company severance\nplan unless such plan expressly provides that payments thereunder will be made\nin addition to the severance payments provided hereunder.  As of the date\nhereof, such plans include a 401(k) plan, automobile allowance program, life\ninsurance program and long-term disability plan.  Nothing herein shall be\nconstrued to require the Company to establish, or shall preclude the Company, in\nits absolute discretion, from changing or amending, in whole or in part, or\nrevoking, any one or more of such employee benefit plans or programs without\nnotice.  In addition, the Executive shall be entitled to take time off for\nvacation or illness in accordance with the Company's policies with respect\nthereto established from time to time with respect to the Company's senior\nmanagement.\n\n          Section 2.04.  Expense Reimbursements.  The Company shall reimburse\nthe Executive for all proper expenses incurred by Executive in the performance\nof Executive's duties hereunder in accordance with the policies and procedures\nestablished by the Board.\n\n          Section 2.05.  Severance Benefits; Severance Agreement.  Concurrently\nherewith, the Executive and Peapod are entering into\n\n                                      -3-\n\n \nthe Severance Agreement which provides certain substantial severance benefits\nfor the Executive in the event of termination of the Executive's employment with\nthe Company.  The Executive shall be entitled to the benefits of such Severance\nAgreement as if the provisions thereof were set forth fully herein.\n\n                                  ARTICLE III\n                    Noncompetition; Confidential Information\n\n          Section 3.01.  Noncompetition; Non-Solicitation.  As a condition to\nthe Executive's employment hereunder and to the Company's obligations hereunder,\nthe Executive agrees to enter into, concurrently with his execution of this\nAgreement, an \"Employee Nonsolicitation and Noncompete Agreement\" in the form\nattached hereto as Exhibit A, and the Executive agrees to comply fully with all\nof the terms and provisions of such \"Employee Nonsolicitation and Noncompete\nAgreement\" as if such terms and provisions were fully set forth in this\nAgreement.  The covenants contained in such \"Employee Nonsolicitation and\nNoncompete Agreement\" shall survive the conclusion of the Executive's employment\nby the Company as set forth therein.\n\n                                   ARTICLE IV\n                                 Miscellaneous\n\n          Section 4.01.  Notices.  Any notice or request required or permitted\nto be given hereunder shall be sufficient if in writing and delivered personally\nor sent by registered or certified mail, return receipt requested, as follows:\nif to the Executive, to the address of Executive as set forth in the records of\nthe Company, and if to the Company, to its address hereinabove set forth, or to\nany other address designated by either party by notice similarly given.  Such\nnotice shall be deemed to have been given upon the personal delivery or such\nmailing thereof, as the case may be.\n\n          Section 4.02.  Authority; No Conflict.  The Executive represents and\nwarrants to the Company that the Executive has full right and authority to\nexecute and deliver this Agreement and to comply with the terms and provisions\nhereof and that the execution and delivery of this Agreement and compliance with\nthe terms and provisions hereof by the Executive will not conflict with or\nresult in a breach of the terms, conditions or provisions of any agreement,\nrestriction or obligation by which the Executive is bound.\n\n          Section 4.03.  Assignment and Succession.  The Agreement shall be\nbinding upon and shall operate for the benefit of the parties hereto and their\nrespective legal representatives, legatees, distributees, heirs, and successors\nand assigns.  The\n\n                                      -4-\n\n \nExecutive acknowledges that the services he renders pursuant to this Agreement\nare unique and personal.  Accordingly, the Executive may not assign any of the\nExecutive's rights contained in this Agreement or delegate any of his duties\nhereunder.  The Company may assign its rights, duties or obligations under this\nAgreement to a purchaser or transferee of all, or substantially all, of the\nCompany's assets.\n\n          Section 4.04.  Headings.  The Article, Section paragraph and\nsubparagraph headings are for convenience of reference only and shall not define\nor limit the provisions hereof.\n\n          Section 4.05.  Applicable Law.  This Agreement shall at all times be\ngoverned by and construed, interpreted and enforced in accordance with the\ninternal laws (as opposed to conflict of laws provisions) of the State of\nIllinois.\n\n          Section 4.06.  Severability.  Whenever possible, each provision of\nthis Agreement will be interpreted in such manner as to be effective and valid\nunder applicable law.  In the event that any provision of this Agreement shall\nbe held to be void or unenforceable, the remaining provisions of this Agreement\nshall continue in full force and effect.\n\n          Section 4.07.  Waiver, Etc.  The waiver of a breach of any provision\nof this Agreement shall not operate or be construed to be a waiver of any other\nor a subsequent breach.  No delay or omission in the exercise of any power,\nremedy, or right herein provided or otherwise available to any party, shall\nimpair or affect the right of such party thereafter to exercise the same. Any\nextension of time or other indulgence granted to a party hereunder or to any\nother person shall not otherwise alter or affect any power, remedy or right of\nany other party, or obligations of the party to whom such extension or\nindulgence is granted except as specifically waived.\n\n          Section 4.08.  Dispute Resolution.  Any controversy or claim arising\nout of or relating to this Agreement, or the breach thereof, shall be settled by\narbitration administered by the American Arbitration Association (\"AAA\") in\naccordance with its National Rules for the Resolution Employments Disputes, to\nthe extent not inconsistent with this provision.  Judgment upon the award\nrendered by the arbitrator may be entered in any court having jurisdiction\nthereof.  Such arbitration shall be conducted in Chicago, Illinois before a\nsingle arbitrator.  The parties shall select an arbitrator by mutual agreement\nfrom a panel of arbitrators experienced in arbitrating employment disputes\nproposed by AAA.  If the parties are unable to agree on an arbitrator, AAA shall\nselect an arbitrator in accordance with its procedures. Nothing herein shall\npreclude the Company from seeking and\/or\n\n                                      -5-\n\n \nobtaining injunctive relief under the Employee Nonsolicitation and Noncompete\nAgreement required hereunder to be executed by the Executive.\n\n          Section 4.09.  Entire Agreement.  This Agreement, together with the\n\"Employee Nonsolicitation and Noncompete Agreement\" and the Severance Agreement,\ncontain the entire agreement of the parties relating to the subject matter\nhereof including, but not limited to, any previous written agreements concerning\nExecutive's employment with Employer.  This agreement may not be modified or\ndischarged orally, but only by an agreement in writing signed by the party\nagainst whom enforcement of any change, modification, waiver, extension, or\ndischarge is sought.\n\n                                      -6-\n\n\n \n          IN WITNESS WHEREOF, the parties hereto have caused this Agreement to\nbe duly executed as of the day and year first above written.\n\n                                PEAPOD, INC.\n\n\n\n                                By _________________________________\n                                   Andrew B. Parkinson\n                                     Chairman, President and\n                                     Chief Executive Officer\n\n\n\n                                JOHN A. FURTON\n\n\n\n                                ____________________________________\n                                John A. Furton\n\n                                      -7-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8472],"corporate_contracts_industries":[9499],"corporate_contracts_types":[9539,9544],"class_list":["post-39442","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-peapod-inc","corporate_contracts_industries-retail__food","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\/39442","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=39442"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39442"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39442"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39442"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}