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Quotes & Info
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| JMBA > SEC Filings for JMBA > Form 8-K on 18-Nov-2008 | All Recent SEC Filings |
18-Nov-2008
Change in Directors or Principal Officers, Financial Statements and Exhibits
Appointment of James D. White as President and Chief Executive Officer
On November 17, 2008, Jamba, Inc. (the "Company") announced that effective as of December 1, 2008 (the "Effective Date"), the Board of Directors has appointed James D. White as the Company's President and Chief Executive Officer and as a member of the Company's Board of Directors. Mr. White, age 47, joins the Company from Safeway, Inc., a publicly-traded Fortune 100 food and drug retailer, where he has been Senior Vice President, Consumer Brands since 2005. While at Safeway, he was most recently responsible consumer brands operation spanning 35 different categories, including expanding private label into higher quality, premium priced categories. In addition, Mr. White developed a robust pipeline of innovation including the launches of O Organic foods and Eating Right brands at Safeway. Mr. White also held the position of Senior Vice President of Business Development, North America, for The Gillette Company from 2002 to 2005. At Gillette, he played a critical role in implementing company-wide global quality and service transformation and was responsible for supporting the North American businesses. Mr. White also served in executive positions at Nestle Purina and began his career at The Coca-Cola Company.
Entry into Employment Agreement with James D. White
In connection with Mr. White's appointment as President and Chief Executive
Officer, the Company, through its wholly-owned subsidiary, Jamba Juice Company
("Jamba Juice"), entered into a three year employment agreement with Mr. White
dated November 17, 2008 (the "Employment Agreement"). Pursuant to the terms of
the Employment Agreement, Mr. White will be entitled to (i) an initial annual
base salary of $550,000; (ii) a one-time signing bonus in the amount of
$100,000, less applicable withholding, paid in a single lump sum payment;
(iii) an annual performance bonus of up to 100% of his base salary then in
effect, based on targets established by the Board (or appropriate committee
thereof); and (iv) a retention bonus (the "Retention Bonus") equal to the lesser
of (a) $500,000, less applicable withholding or (b) such amount as would result
in a net of tax amount retained by Executive equal to $300,000, to be paid in a
lump sum payment as of the Company's first regular payroll date immediately
following his first day of employment. The Retention Bonus shall vest over a
three year period with one-third vesting on each consecutive anniversary of the
Effective Date. In the event he terminates his employment on a voluntary basis
and not for good reason (as such terms are defined in the Employment Agreement)
prior to the full vesting of the Retention Bonus, he will be required to repay
to the Company the full amount of any unvested portion of the Retention Bonus.
In the event he is terminated without cause or resigns for good reason
independent of a change of control (as such term is defined in the Employment
Agreement), he will be entitled to a severance payment equal to: (A) one year of
his base salary then in effect on the date of termination; (B) the average
annual cash bonus paid to him for the most recent three years of employment and
(C) payment of premiums for COBRA coverage for a twelve-month period. In the
event he is terminated without cause or resigns for good reason within 12 months
of a change in control, he will be entitled to a severance payment equal to:
(A) eighteen months of his base salary then in effect on the date of
termination; (B) a payment equal to one and one-half times the annual target
bonus based on the most recent target bonus paid to him; and (C) payment of
premiums for COBRA coverage for the eighteen-month period.
In addition, on the Effective Date, Mr. White will be granted a nonqualified stock option to purchase up to 1,500,000 shares of the Company's common stock at an exercise price per share equal to the closing price of the Company's common stock on the Effective Date, vesting over four years so long as Mr. White remains an employee of Jamba Juice, with twenty-five percent of the total number of shares subject to this award vesting on each anniversary of the Effective Date. Mr. White will be entitled to one year of accelerated vesting in any unvested stock options in the event of a termination without cause or resignation for good reason.
The description of the Employment Agreement is qualified in its entirety by the full text of the Employment Agreement filed herewith as Exhibit 10.1.
In connection with the appointment of Mr. White as President and Chief Executive Officer of Jamba Juice, the Board of Directors appointed Mr. White as a member of the Board of Directors of the Company.
Resignation of Steven R. Berrard as Interim President and CEO; Resignation of Mr. Federico from the Audit Committee and Re-Appointment of Mr. Berrard to the Audit Committee
Effective upon Mr. White's appointment as Chief Executive Officer and President, Mr. Steven R. Berrard will be stepping down as the Company's interim Chief Executive Officer and President but will remain as the Company's Chairman of the Board of Directors. In addition, effective upon Mr. Berrard's resignation as interim Chief Executive Officer and President, Mr. Richard L. Federico resigned as a member of the Audit Committee of the Company's Board of Directors and the Board re-appointed Mr. Berrard to the Audit Committee effective upon Mr. Federico's resignation.
(d) Exhibits.
Exhibit No. Description
10.1 Employment Agreement dated November 17, 2008 between Jamba Juice
Company and James White.
99.1 Press release dated November 17, 2008 regarding the appointment
of James White as President and CEO.
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