Browse > Home / CompanyIntelligence / Food Processing / YoCream International, Inc.

YoCream International, Inc. ▼

Page 1 of 11

$32	Preview Subscribers	2004	Change of Control Agreement Change of Control Agreement (8K) Doc #250547: Click preview link for longer preview. YOCREAM INTERNATIONAL, INC. CHANGE OF CONTROL AGREEMENT This Change in Control Agreement (Agreement) is made and entered into on the date set forth below by and between Yocream International, Inc. (the Company) and John N. Hanna, the Companys Chief Executive Officer (the CEO). WHEREAS, the Company and the CEO wish to memorialize this agreement to provide for the CEOs compensation in the event of a change of control of the Company; WHEREAS, the Company makes, markets, and sells frozen dessert, snack, and beverage items from its headquarters in Portland, Oregon; WHEREAS, the Company is aware that a change of control over the Company would likely result in the termination of the CEOs employment with the Company even though the CEO has faithfully executed the duties of his office to the Company; and WHEREAS, the Company wishes to protect the CEO from the consequences of an arbitrary change in control of the Company; NOW, THEREFORE, the parties have agreed on the following terms and conditions. 1. Change of Control Payment for Chief Executive Officer. Notwithstanding any other requirement regarding the determination and amount of compensation that shall be paid by the corporation to its officers, the CEO shall, upon the occurrence of a Triggering Event, have the option of unilaterally terminating his or her employment with the corporation within Twelve (12) months of the occurrence of the Triggering Event. The CEO must exercise this option by providing written notice to the Board. If the CEO exercises this option and terminates his or her employment with the corporation, the Company shall, within Sixty (60) days of the exercise of such option, make a payment to the CEO in cash equal to two (2) times his or her annualized annual earnings from the corporation for the five (5) year period immediately preceding the Triggering Event (the Change of Control Payment). If the CEO is terminated by the Company within Twelve (12) months of the occurrence of the Triggering Event, the CEO shall have Thirty (30) days following the receipt of notice of his or her termination to exercise this option and the Company shall, within Sixty (60) days of the exercise of such option, make a distribution to the CEO of the Change in Control Payment. Notwithstanding the preceding sentences, the amount of the Change of Control Payment shall be reduced to the extent necessary to avoid any excise tax that would be imposed on the Change in Control 250547	YoCream YoCream International, Inc. ( Food Processing ) As referenced in this Change of Control Agreement: YOCREAM INTERNATIONAL, INC. – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}ycex1010.txt {DESCRIPTION}CHANGE OF CONTROL AGREEMENT {TEXT} EXHIBIT 10.1 YOCREAM INTERNATIONAL, INC. CHANGE OF CONTROL AGREEMENT This Change in Control Agreement (Agreement) is made and entered into on the date set forth below by and between Yocream International, Inc. (the Company) _____________ Yocream International, Inc. – EXHIBIT 10.1 YOCREAM INTERNATIONAL, INC. CHANGE OF CONTROL AGREEMENT This Change in Control Agreement (Agreement) is made and entered into on the date set forth below by and between Yocream International, Inc. (the Company) and John N. Hanna, the Companys Chief Executive Officer (the CEO). WHEREAS, the Company and the CEO wish to memorialize this agreement to provide for the CEOs _____________ dt 1330566 ; YoCream YoCream International, Inc. ( Food Processing ) As referenced in this Change of Control Agreement: YOCREAM INTERNATIONAL, INC. – {DOCUMENT} {TYPE}EX-10 {SEQUENCE}3 {FILENAME}ycex1010.txt {DESCRIPTION}CHANGE OF CONTROL AGREEMENT {TEXT} EXHIBIT 10.1 YOCREAM INTERNATIONAL, INC. CHANGE OF CONTROL AGREEMENT This Change in Control Agreement (Agreement) is made and entered into on the date set forth below by and between Yocream International, Inc. (the Company) _____________ Yocream International, Inc. – EXHIBIT 10.1 YOCREAM INTERNATIONAL, INC. CHANGE OF CONTROL AGREEMENT This Change in Control Agreement (Agreement) is made and entered into on the date set forth below by and between Yocream International, Inc. (the Company) and John N. Hanna, the Companys Chief Executive Officer (the CEO). WHEREAS, the Company and the CEO wish to memorialize this agreement to provide for the CEOs _____________ dt 1330569 ;	John N. Hanna
$34	Preview Subscribers	2003	CO-Brand License Agreement CO-Brand License Agreement (43K) Doc #984058: Click preview link for longer preview. <DESCRIPTION>COBRAND LICENSE AGREEMENT <TEXT> CO-BRAND LICENSE AGREEMENT THIS CO-BRAND LICENSE AGREEMENT ("Agreement") is made as of the 6th day of September, 2001 (the "Effective Date"), by and between The Dannon Company, Inc., with its principal place of business at 120 White Plains Road, Tarrytown, NY 10591-5536 (hereinafter referred to as "Dannon"), and YoCream International, Inc., with its principal place of business at 5858 N.E. 87th Avenue, Portland, OR 97220-1312 ( . . . 984058	YoCream YoCream International, Inc. ( Food Processing ) As referenced in this CO-Brand License Agreement: YoCream International, Inc. – Effective Date"), by and between The Dannon Company, Inc., with its principal place of business at 120 White Plains Road, Tarrytown, NY 10591-5536 (hereinafter referred to as "Dannon"), and YoCream International, Inc. , with its principal place of business at 5858 N.E. 87th Avenue, Portland, OR 97220-1312 (hereinafter referred to as "YoCream"). WITNESSETH WHEREAS, Dannon is the owner of the _____________ YoCream International, Inc. – Tarrytown, NY 10591-5536 Tarrytown, NY 10591 Attention: Chief Financial Officer Attention: VP and General Counsel Facsimile #: (914) 366-2805 Facsimile #: (914) 366-2865 To YoCream at: with copy to: YoCream International, Inc. Hanna Strader 5858 N.E. 87th Avenue Attorneys at Law Portland, OR 97220-1312 1300 SW Sixth Avenue, Suite 300 Attention: John N. Hanna, CEO Portland, Oregon 97201 Facsimile #: ( _____________ YOCREAM INTERNATIONAL INC. – to be legally bound thereby, have executed this Agreement by their duly authorized representatives to be effective as of the day and year first above written. THE DANNON COMPANY, INC. YOCREAM INTERNATIONAL INC. By: By: Signature: \s\ Rick Lees Signature: \s\ John N. Hanna Printed Name: Printed Name: Title: V.P. Finance/CFO Title: Chief Executive Officer Date: September 6, 2001 Date: _____________ dt 1330567 ;	YoCream YoCream International, Inc. ( Food Processing ) As referenced in this CO-Brand License Agreement: YoCream International, Inc. – Effective Date"), by and between The Dannon Company, Inc., with its principal place of business at 120 White Plains Road, Tarrytown, NY 10591-5536 (hereinafter referred to as "Dannon"), and YoCream International, Inc. , with its principal place of business at 5858 N.E. 87th Avenue, Portland, OR 97220-1312 (hereinafter referred to as "YoCream"). WITNESSETH WHEREAS, Dannon is the owner of the _____________ YoCream International, Inc. – Tarrytown, NY 10591-5536 Tarrytown, NY 10591 Attention: Chief Financial Officer Attention: VP and General Counsel Facsimile #: (914) 366-2805 Facsimile #: (914) 366-2865 To YoCream at: with copy to: YoCream International, Inc. Hanna Strader 5858 N.E. 87th Avenue Attorneys at Law Portland, OR 97220-1312 1300 SW Sixth Avenue, Suite 300 Attention: John N. Hanna, CEO Portland, Oregon 97201 Facsimile #: ( _____________ dt 1330570
$40	Preview Subscribers	2003	Co-Brand License Agreement Co-Brand License Agreement (43K) Doc #151098: Click preview link for longer preview. CO-BRAND LICENSE AGREEMENT THIS CO-BRAND LICENSE AGREEMENT ("Agreement") is made as of the 6th day of September, 2001 (the "Effective Date"), by and between The Dannon Company, Inc., with its principal place of business at 120 White Plains Road, Tarrytown, NY 10591-5536 (hereinafter referred to as "Dannon"), and YoCream International, Inc., with its principal place of business at 5858 N.E. 87th Avenue, Portland, OR 97220-1312 (hereinafter referred to as "YoCream"). WITNESSETH WHEREAS, Dannon is the owner of the trademark "DANNON" and certain logos and other marks which incorporate such trademarks, as shown on Exhibit "B" hereto; and WHEREAS, YoCream is the owner of the trademark "YOCREAM" ("YoCream Mark") and manufactures and sells mix for making soft frozen yogurt under the YoCream Mark; and manufactures and sells mixes for other soft frozen yogurt under other brands, and co-packing and private branding arrangements with others; and WHEREAS, the Parties desire to enter into the arrangement contemplated by the Asset Purchase Agreement whereby soft frozen yogurt will be manufactured, marketed and sold by YoCream under a co-brand determined as provided in Section 1.1(a) in the definition of "Co-Brand"; and WHEREAS, to obtain from Dannon a license to use the Dannon trademark in connection with such manufacture, marketing and sale of the soft frozen yogurt product, YoCream recognizes the vital importance of protecting Dannon's exclusive and valuable rights in and to said trademark and the goodwill symbolized thereby. NOW, THEREFORE, in consideration of the covenants and promises hereinafter contained, Dannon and YoCream hereby agree as follows: ARTICLE 1 DEFINITIONS l.l. Definitions. For purposes of this Agreement, the following terms shall be defined as follows: (a) "Co-Brand" means such trademark and/or branding which incorporates the Mark (as hereafter defined) and the YoCream Mark as the Parties may hereafter mutually agree upon. Without limiting either party's discretion in determining whether or not to agree to a specific proposed "Co-Brand," the parties currently anticipate that the Co-Brand would be in the spirit of that reflected on Exhibit "A," incorporated herein by reference. (b) "License Year" means the period commencing on the Effective Date and ending on the anniversary thereof for any calendar year that this Agreement is in effect. (c) "Mark" means Dannon's federally registered trademark, Registration Number 2,304,910 and Application No. 75/029,984 and Dannon's logo as set forth in Exhibit "B" hereto, incorporated herein by reference. (d) "Net Sales" means YoCream's invoice price for the Product to the customers, less any applicable variable distribution charges, rebates paid to the customer, any Product related deduction taken by the customer in the course of business, and cash payment term discount applicable to such customers as of the Effective Date of this Agreement as mutually agreed by the Parties on a customer by customer basis. Invoices will be included in the royalty calculation after the invoice has been paid in full, including rebates or other approved Product related deductions. (e) "Party" or "Parties" means Dannon and/or YoCream. (f) "Product" means any and all soft frozen yogurt mix manufactured and directly or indirectly sold by or on behalf of YoCream to YoCream's customers under the Co-Brand. (g) "Royalty" means the royalty of four percent (4%) on Net Sales of Product to any customer of YoCream. (h) "Term" means the period commencing on the Effective Date and expiring on the fifth anniversary thereof, subject to any extension thereof pursuant to Section 2.2 of this Agreement. (i) "Territory" means the fifty States of the United States and its territories. 151098	YoCream YoCream International, Inc. ( Food Processing ) As referenced in this Co-Brand License Agreement: YoCream International, Inc. – Effective Date"), by and between The Dannon Company, Inc., with its principal place of business at 120 White Plains Road, Tarrytown, NY 10591-5536 (hereinafter referred to as "Dannon"), and YoCream International, Inc. , with its principal place of business at 5858 N.E. 87th Avenue, Portland, OR 97220-1312 (hereinafter referred to as "YoCream"). WITNESSETH WHEREAS, Dannon is the owner of the _____________ YoCream International, Inc. – Tarrytown, NY 10591-5536 Tarrytown, NY 10591 Attention: Chief Financial Officer Attention: VP and General Counsel Facsimile #: (914) 366-2805 Facsimile #: (914) 366-2865 To YoCream at: with copy to: YoCream International, Inc. Hanna Strader 5858 N.E. 87th Avenue Attorneys at Law Portland, OR 97220-1312 1300 SW Sixth Avenue, Suite 300 Attention: John N. Hanna, CEO Portland, Oregon 97201 Facsimile #: ( _____________ YOCREAM INTERNATIONAL INC. – to be legally bound thereby, have executed this Agreement by their duly authorized representatives to be effective as of the day and year first above written. THE DANNON COMPANY, INC. YOCREAM INTERNATIONAL INC. By: By: Signature: \s\ Rick Lees Signature: \s\ John N. Hanna Printed Name: Printed Name: Title: V.P. Finance/CFO Title: Chief Executive Officer Date: September 6, 2001 Date: _____________ dt 1330565 ; YoCream YoCream International, Inc. ( Food Processing ) As referenced in this Co-Brand License Agreement: YoCream International, Inc. – Effective Date"), by and between The Dannon Company, Inc., with its principal place of business at 120 White Plains Road, Tarrytown, NY 10591-5536 (hereinafter referred to as "Dannon"), and YoCream International, Inc. , with its principal place of business at 5858 N.E. 87th Avenue, Portland, OR 97220-1312 (hereinafter referred to as "YoCream"). WITNESSETH WHEREAS, Dannon is the owner of the _____________ YoCream International, Inc. – Tarrytown, NY 10591-5536 Tarrytown, NY 10591 Attention: Chief Financial Officer Attention: VP and General Counsel Facsimile #: (914) 366-2805 Facsimile #: (914) 366-2865 To YoCream at: with copy to: YoCream International, Inc. Hanna Strader 5858 N.E. 87th Avenue Attorneys at Law Portland, OR 97220-1312 1300 SW Sixth Avenue, Suite 300 Attention: John N. Hanna, CEO Portland, Oregon 97201 Facsimile #: ( _____________ dt 1330568 ;	The Dannon Company, Inc.