Exhibit 10.8


 


SEVERANCE
AGREEMENT


 


This SEVERANCE AGREEMENT (the “Agreement”), made and entered into as of the 14th day of
April, 2009 (the “Effective Date”), between Reddy
Ice Corporation, a Nevada corporation (the “Company”), and
[          ], an individual residing at
the address set forth on Exhibit A attached hereto (the “Executive”).


 


WHEREAS, the Company is a wholly-owned
subsidiary of Reddy Ice Holdings, Inc., a Delaware corporation (the “Parent”); and


 


WHEREAS, the Company and Executive previously entered into an
Employment Agreement dated as of September 15, 2008 (the “Prior Agreement”); and


 


WHEREAS, the parties acknowledge and agree that this Agreement shall
replace and supersede the Prior Agreement in its entirety; and


 


WHEREAS, the Company and the Executive desire to enter into this
Agreement in order to continue to provide certain benefits to the Executive in
the event of Executive’s severance from employment.


 


NOW, THEREFORE, in consideration of the
foregoing and the mutual covenants herein contained and for other good and
valuable consideration, the receipt and adequacy of which are hereby
acknowledged, the parties hereto, intending to be legally bound, agree as
follows:


 


1.             Termination of Employment.  In the event the Executive’s employment terminates
for the reasons set forth in this Section 1, the Executive shall only be
entitled to the payments provided for in Section 2.


 


1.1           Termination upon Death.  The Executive’s employment shall terminate as
of the date of the Executive’s death.


 


1.2           Termination upon
Disability.  If the Executive
becomes Disabled, the Company may terminate the Executive’s employment by
written notice to the Executive, in which event the Executive’s employment
shall terminate ten (10) days after the date upon which the Company has
given notice to the Executive of its intention to terminate the Executive’s
employment.


 


1.3           Termination by the Company
for Cause.  The Company may
terminate the Executive’s employment at any time for “Cause” by written notice
to the Executive.  For purposes of this
Agreement, “Cause” shall mean any of the following: if the Executive (i) is
convicted of, or pleads guilty to, a felony or a crime involving moral
turpitude, (ii) engages in independently verified, continuing and
unremedied substance abuse involving drugs or alcohol, (iii) performs an
action or fails to take an action that, in the reasonable judgment of a
majority of the disinterested members of the Board, constitutes willful
dishonesty, larceny, fraud or gross negligence by the Executive in the
performance of the Executive’s duties to the Company, or makes a knowing or
reckless misrepresentation (including by omission of any material adverse 


 

















 


information) to shareholders, directors or officers
of the Parent, (iv) willfully and repeatedly fails, after ten (10) business
days notice, to materially follow the written policies of the Company or
instructions of the Board or (v) materially breaches any agreement to
which the Executive and the Company or any of its Subsidiaries are a party, or
materially breaches any written policy, rule or regulation adopted by the
Company or any of its Subsidiaries relating to compliance with securities laws
or other laws, rules or regulations and such breach is not cured by the
Executive or waived in writing by the Company within thirty (30) days after
written notice of such breach to the Executive.


 


1.4           Termination by the Company
without Cause.  The Company
may terminate the Executive’s employment at any time, without Cause, upon
thirty (30) days’ written notice from the Company to the Executive.


 


1.5           Termination by the
Executive without Cause.  The
Executive may terminate the Executive’s employment at any time, without cause (i.e., the Executive’s voluntary termination), upon thirty
(30) days’ written notice from the Executive to the Company.


 


2.             Severance Payments.


 


2.1           Severance Payments Upon
Termination for Disability or by the Company without Cause.  If the Executive’s employment is terminated
with the Company pursuant to Sections 1.2 or 1.4 hereof, the Executive shall be
entitled to a  severance payment equal to [  ]% of the
Executive’s annual Base Salary then in effect, which shall be paid within 30
days of the Executive’s termination of employment, without offset for other
earnings.


 


2.2           Severance Payments Upon
Termination for Cause, Death or by the Executive Without Cause.  If the Executive’s employment with the
Company is terminated is terminated pursuant to Sections 1.1, 1.3 or 1.5
hereof, the Executive shall receive only all previously earned, accrued and
unpaid Base Salary and benefits from the Company and its employee benefit
plans, including any such benefits under pension, disability and life insurance
plans, policies (including vacation policies) and programs applicable to the
Company


 


2.3           Section 409A
Compliance.


 


2.3.1        General Compliance.  This Agreement is intended to be
exempt from, or otherwise comply with, Section 409A of the Internal
Revenue Code of 1986, as amended, and the regulations and other guidance issued
thereunder (collectively referred to herein as “Code Section 409A”).  The Company and Executive agree that they
will execute any and all amendments to this Agreement as they mutually agree in
good faith may be necessary to ensure compliance with the provisions of Code Section 409A;
however, the Company does not guarantee any particular tax effect to Executive
under this Agreement, and shall not be liable to Executive for any payment made
under this Agreement at the direction or consent of Executive, which is
determined to result in an additional tax, penalty or interest under Code Section 409A,



 


2

















 


nor for reporting in
good faith any payment made under this Agreement as an amount includible in
gross income under Code Section 409A. 
Notwithstanding anything in this Agreement to the contrary, if a payment
obligation arises on account of Executive’s separation from service while
Executive is a “specified employee,” as described in Code Section 409A,
and as determined by the Company in accordance with its procedures, by which
determination Executive shall be bound, any payment of “deferred compensation”
as defined under Code Section 409A, after giving effect to the exemptions
available under Code Section 409A, shall be made on the first business day
of the seventh month following the date of Executive’s separation from service,
or, if earlier, within fifteen (15) days after the appointment of the personal
representative or executor of Executive’s estate following the Executive’s
death.


 


2.3.2        Separation from
Service.  “Termination of
employment,” “resignation,” or words of similar import, as used in this
Agreement means, for purposes of any payments under this Agreement that are
payments of deferred compensation subject to Section 409A of the Code, the
Executive’s “separation from service” as defined in Section 409A of the
Code.


 


3.             Non-Solicitation and Confidentiality Agreement


 


The Executive hereby confirms and acknowledges that the Executive is
subject to the provisions set forth in the Employee Non-Disclosure, Assignment,
Non-Competition, and Non-Solicitation Agreement attached hereto as Exhibit B
(the “Non-Disclosure Agreement”).  The
provisions of this Agreement shall apply where there is a conflict between this
Agreement and the Non-Disclosure Agreement.


 


4.             Other Provisions.


 


4.1           Notices.  Notice under this Agreement shall be in
writing and shall be deemed given when received by the party to be notified (a) when
given in person, (b) on the first day after delivery to Federal Express or
other overnight courier, postage prepaid and (c) upon transmission by
telecopier with confirmation by United States mail, in each case at the address
for the intended recipient as set forth below:


 


(i)                                     if to the Company, to:


 


Reddy Ice
Corporation

8750 North Central Expressway, Suite 1800

Dallas, Texas 75231

Telecopier:  (214) 528-1532

Attention:  Chairman of the Board


 


with a copy
(which shall not constitute notice) to:


 


DLA Piper LLP
(US)

1251 Avenue of the Americas


 


3

















 


New York, New
York 10020

Attention:              Roger Meltzer, Esq.


 


(ii)                                  if
to the Executive, to the Executive at the address set forth on Exhibit A
attached hereto or to the telecopier number set forth below:


 


Telecopier:  (214) 528-1532


 


4.2           Entire Agreement.  This Agreement (and the Exhibits attached
hereto including the Non-Disclosure Agreement) contains the entire agreement
between the parties with respect to the specific subject matter hereof and
replaces and supersedes any and all prior employment contracts and other
related agreements, written or oral, with respect thereto, as well as any and
all entitlements which have accrued as of the date of this Agreement that the
Executive may otherwise have with or derive from the Company.  This Agreement should be read in conjunction
with any agreements providing for compensation to the Executive pursuant to the
Company’s long-term incentive plans and any indemnification agreements between
the Company and the Executive.


 


4.3           Waivers and Amendments.  This Agreement may be amended, modified,
superseded, canceled, renewed or extended, and the terms and conditions hereof
may be waived, only by a written instrument signed by the parties or, in the
case of a waiver, by the party waiving compliance.  No delay on the part of any party in
exercising any right, power or privilege hereunder shall operate as a waiver
thereof, nor shall any waiver on the part of any party of any right, power or
privilege hereunder, nor any single or partial exercise of any right, power or privilege
hereunder, preclude any other or further exercise thereof or the exercise of
any other right, power or privilege hereunder.


 


4.4           Governing Law.  This Agreement shall be governed by, and
construed in accordance with and subject to, the laws of the State of Texas,
without giving effect to the principles of conflicts of law.


 


4.5           Arbitration.  Any dispute or controversy arising out of or
in connection with this Agreement or the Executive’s employment or the
termination thereof, including, but not limited to, any claim of discrimination
under federal or state law, shall be subject to and settled exclusively by
binding arbitration in Dallas, Texas, in accordance with the rules of the
American Arbitration Association then in effect.  Judgment may be entered on the arbitrators’
award in any court having jurisdiction and reasonable attorneys’ fees and shall
be awarded to the prevailing party.  The
arbitrators shall determine the allocation of the costs and expenses arising in
connection with any arbitration proceeding pursuant to this Section 4.5
based on the arbitrators’ assessment of the merits of the positions of the
parties.


 


4.6           Binding Effect; Benefit.  This Agreement shall inure to the benefit of
and be binding upon the parties hereto and any heirs, successors and
assigns.  Nothing in this Agreement,
expressed or implied, is intended to confer on any person other than the
parties 


 


4

















 


hereto or such heirs, successors and assigns, any
rights, remedies, obligations or liabilities under or by reason of this
Agreement.


 


4.7           Assignment.  This Agreement, and the Executive’s rights
and obligations hereunder, may not be assigned by the Executive; provided, however, that such rights and obligations shall be
enforceable by the Executive’s legal representatives, heirs and other
successors in interest.  The Company
shall assign this Agreement and its rights, together with its obligations,
hereunder in connection with any sale, transfer or other disposition of all or
substantially all of its assets or business, whether direct or indirect, by
purchase, merger, consolidation or otherwise.


 


4.8           Number and Gender.  As used herein, the singular shall include
the plural and vice versa and words used in one gender shall include all others
as appropriate.


 


4.9           Withholding of Taxes.  The Company may withhold from any
compensation or benefits payable under this Agreement all federal, state, city
and other taxes as shall be required pursuant to any law or governmental
regulation or ruling.


 


4.10         Definitions.  For purposes of this Agreement:


 


(i)            “Base  Salary” shall mean means Executive’s annual base salary,
which is [        ] as of the date of
this Agreement, as such amount may be changed and in effect from time to time.


 


(ii)           “Disabled” or “Disability” shall mean, with respect to the Executive, (a) the
occurrence of a period of 90 consecutive days or 180 out of 360 consecutive
days during which the Executive is unable to perform the Executive’s duties due
to a mental or physical impairment or (b) a determination of disability
due to mental or physical impairment by an agreed upon medical practitioner
selected by the Company and the Executive, that it is reasonably likely that an
impairment exists with respect to the Executive which will, with the passage of
time, satisfy clause (a). If the Company and the Executive are unable to agree
upon a medical practitioner, each shall select a medical practitioner and such
practitioners shall jointly select another medical practitioner who shall
determine whether or not there is a disability. 
If the two practitioners chosen by the Company and the Executive are
unable to agree upon the third practitioner, the American Arbitration
Association in Dallas, Texas shall select a medical practitioner.


 


5

















 


4.11         Counterparts.  This Agreement may be executed in two or more
counterparts, each of which shall be deemed an original but all of which
together shall constitute one and the same instrument.


 


4.12         Headings.  The headings in this Agreement are for
reference purposes only and shall not in any way affect the meaning or
interpretation of this Agreement.


 


[Signature Page Follows]


 


6

















 


IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.


 


 


	
  The Company:

  	
   

  
	
   

  	
  REDDY ICE
  CORPORATION

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
  By:

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  
	
   

  	
   

  	
  Title:

  
	
   

  	
   

  
	
   

  	
   

  
	
  Executive:

  	
   

  
	
   

  	
   

  
	
   

  	
   

  
	
   

  	
   

  



 














 


EXHIBIT A


 


[          ]


 

















 


EXHIBIT B


 


EMPLOYEE NON-DISCLOSURE,
ASSIGNMENT, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT


 

















 


EMPLOYEE
NON-DISCLOSURE, ASSIGNMENT, NON-COMPETITION, AND NON-SOLICITATION AGREEMENT


 


This
Employee Non-Disclosure, Assignment, Non-Competition, and Non-Solicitation
Agreement (“Agreement”) formalizes in writing certain understandings and
procedures regarding my employment at Reddy Ice Corporation (“Company”).


 


1.                                       Duties.  In return for the compensation
now and hereafter paid to me, I will perform such duties for Company as the
Company may designate from time to time. 
During my employment with Company, I will devote my best efforts to the
interests of Company, will not engage in other employment or in any activities
that Company determines to be detrimental to its best interests and will
otherwise abide by all of Company’s policies and procedures.  Furthermore, I will not (a) reveal,
disclose or otherwise make available to any unauthorized person any Company
password or key, whether or not the password or key is assigned to me or (b) obtain,
possess or use in any manner a Company password or key that is not assigned to
me.  I will use my best efforts to
prevent the unauthorized use of any laptop or personal computer, peripheral
device, software or related technical documentation that the Company issues to
me, and I will not input, load or otherwise attempt any unauthorized use of
software in any Company computer, whether or not such computer is assigned to
me.


 


2.                                       “Proprietary Information” Definition.  “Proprietary
Information” includes (a) any information that is confidential or
proprietary, technical or non-technical information of Company, including for
example and without limitation, information related to Innovations (as defined in
Section 4 below), concepts, techniques, processes, methods, systems,
designs, computer programs, source documentation, trade secrets, formulas,
development or experimental work, work in progress, forecasts, proposed and
future products, marketing plans, business plans, business relationships and
accounts, pricing policies, customer lists, customers and suppliers, product
distribution, business acquisition plans, financial and performance data,
personnel and other policies and any other nonpublic information that has
commercial value or (b) any information Company has received from others
that Company is obligated to treat as confidential or proprietary, which may be
made known to me by Company, a third party or otherwise that I may learn during
my employment with Company.


 


3.                                       Ownership and Nondisclosure of Proprietary
Information.  All Proprietary Information and all
worldwide: patents (including, but not limited to, any and all patent
applications, patents, continuations, continuation-in-parts, reissues, divisionals,
substitutions, and extensions), copyrights, mask works, trade secrets and other
worldwide rights in and to the Proprietary Information are the property of
Company, Company’s assigns, Company’s customers and Company’s suppliers, as
applicable.  I will not disclose any
Proprietary Information to anyone outside Company, and I will use and disclose
Proprietary Information to those inside Company only as necessary to perform my
duties as an employee of Company.  If I
have any questions as to whether information is Proprietary Information, or to
whom, if anyone, inside Company, any Proprietary Information may be disclosed,
I will ask my manager at Company.


 


4.                                       “Innovations” Definition.  In
this Agreement, “Innovations” means all discoveries, designs, developments,
improvements, inventions (whether or not protectable under patent laws), works
of authorship, information fixed in any tangible medium of expression (whether
or not protectable under copyright laws), trade secrets, know-how, ideas
(whether or not protectable under trade secret laws), mask works, trademarks,
service marks, trade names and trade dress.


 


5.                                       Disclosure and License of Prior Innovations.  I
have listed on Exhibit A (“Prior Innovations”) attached hereto all
Innovations 


 

















 


relating in any way to Company’s business or
demonstrably anticipated research and development or business, which were
conceived, reduced to practice, created, derived, developed, or made by me
prior to my employment with Company (collectively, the “Prior Innovations”).  I represent that I have no rights in any such
Company-related Innovations other than those Innovations listed in Exhibit A
(“Prior Innovations”).  If nothing is
listed on Exhibit A (“Prior Innovations”), I represent that there
are no Prior Innovations at the time of signing this Agreement.  I hereby grant to Company and Company’s
designees a royalty-free, irrevocable, worldwide, fully paid-up license (with
rights to sublicense through multiple tiers of sublicensees) to practice all
patent, copyright, moral right, mask work, trade secret and other intellectual
property rights relating to any Prior Innovations that I incorporate, or permit
to be incorporated, in any Innovations that I, solely or jointly with others,
conceive, develop or reduce to practice during my employment with Company (the “Company
Innovations”).  Notwithstanding the
foregoing, I will not incorporate, or permit to be incorporated, any Prior
Innovations in any Company Innovations without Company’s prior written consent.


 


6.                                       Disclosure and Assignment of Company
Innovations.  I will promptly disclose and describe to
Company all Company Innovations.  I
hereby do and will assign to Company or Company’s designee all my right, title,
and interest in and to any and all Company Innovations.  To the extent any of the rights, title and
interest in and to Company Innovations cannot be assigned by me to Company, I
hereby grant to Company an exclusive, royalty-free, transferable, irrevocable,
worldwide license (with rights to sublicense through multiple tiers of
sublicensees) to practice such non-assignable rights, title and interest,
including, but not limited to, the right to make, use, sell, offer for sale,
import, have made, and have sold, such Company Innovations.  To the extent any of the rights, title and
interest in and to Company Innovations can neither be assigned nor licensed by
me to Company, I hereby irrevocably waive and agree never to assert such
non-assignable and non-licensable rights, title and interest against Company,
any of Company’s successors in interest, or any of Company’s customers.  This Section 6 shall not apply to any
Innovations that (a) do not relate, at the time of conception, reduction
to practice, creation, derivation, development or making of such Innovation to
Company’s business or actual or demonstrably anticipated research, development
or business; and (b) were developed entirely on my own time; and (c) were
developed without use of any of Company’s equipment, supplies, facilities or
trade secret information; and (d) did not result from any work I performed
for Company.


 


7.                                       Future Innovations.  I
will disclose promptly in writing to Company all Innovations conceived, reduced
to practice, created, derived, developed, or made by me during the term of my
employment and for three (3) months thereafter, whether or not I believe
such Innovations are subject to this Agreement, to permit a determination by
Company as to whether or not the Innovations should be considered Company
Innovations.  Company will receive any
such information in confidence.


 


8.                                       Cooperation in Perfecting Rights to Company
Innovations.  I agree to perform, during and after my
employment, all acts that Company deems necessary or desirable to permit and
assist Company, at its expense, in obtaining and enforcing the full benefits,
enjoyment, rights and title throughout the world in the Company Innovations as
provided to Company under this Agreement. 
If Company is unable for any reason to secure my signature to any document
required to file, prosecute, register or memorialize the assignment of any
rights or application or to enforce any right under any Company Innovations as
provided under this Agreement, I hereby irrevocably designate and appoint
Company and Company’s duly authorized officers and agents as my agents and
attorneys-in-fact to act for and on my behalf and instead of me to take all
lawfully permitted acts to further the filing, prosecution, registration,
memorialization of assignment, issuance, and enforcement of rights under such
Innovations, all with the same legal force and effect as if executed by
me.  The foregoing is 


 

















 


deemed a power coupled with an interest and
is irrevocable.


 


9.                                       Return of Materials.  At
any time upon Company’s request, and when my employment with Company is over, I
will return all materials (including, without limitation, documents, drawings,
papers, diskettes and tapes) containing or disclosing any Proprietary
Information (including all copies thereof), as well as any keys, pass cards,
identification cards, computers, printers, pagers, personal digital assistants
or similar items or devices that the Company has provided to me.  I will provide Company with a written
certification of my compliance with my obligations under this Section.


 


10.                                 No Violation of Rights of Third Parties. 
During my employment with Company, I will not (a) breach any
agreement to keep in confidence any confidential or proprietary information,
knowledge or data acquired by me prior to my employment with Company or (b) disclose
to Company, or use or induce Company to use, any confidential or proprietary
information or material belonging to any previous employer or any other third
party.  I am not currently a party, and
will not become a party, to any other agreement that is in conflict, or will
prevent me from complying, with this Agreement.


 


11.                                 Survival.  This Agreement (a) shall
survive my employment by Company; (b) does not in any way restrict my
right to resign or the right of Company to terminate my employment at any time,
for any reason or for no reason; (c) inures to the benefit of successors
and assigns of Company; and (d) is binding upon my heirs and legal
representatives.


 


12.                                 Restrictive Covenants.


 


12.1                           Covenant Not to
Compete.  In order to
assist me in the performance of my duties, Company agrees to provide me with
certain Proprietary Information belonging to Company, to which I previously did
not have access, and which I promise not to disclose, as further specified in
paragraph 3 above.  In consideration of
Company’s provision to me of this certain Proprietary Information, I agree that
during my employment and for a period of [          ] months after the date that my
employment is terminated (collectively the “Covenant Period”), for any reason
or no reason, I will not, in any part
of the Territory (as defined below) perform the same or similar job duties,
responsibilities, and services that I have performed, am currently performing,
or will in the future perform for the Company during my employment (“Company
Services”) for any Competitor (as defined below).  For the purposes of this Agreement, Territory
is defined as the territory within 150 miles of (x) any ice
manufacturing facility or ice manufacturing equipment owned or operated by the
Company or its Subsidiaries or acquired by the Company after the date hereof or
(y) any facility, company or territory being actively evaluated by the
Company during the Term, which active evaluation I had actual knowledge of, as
a likely acquisition or expansion opportunity within the twelve (12) months preceding
the termination of my employment.  For the purposes of this Agreement, a
Competitor is defined as any business which directly competes with the Company
in the ice business.  I further agree
that during the Covenant Period, I will not own, manage, operate, control, or
participate in the ownership, management, operation or control of any
Competitor located within the Territory. 
Notwithstanding the foregoing, this Section 12.1 shall not preclude
me from investing my personal assets in the securities of any corporation or
other business entity which is a Competitor if such securities are traded on a
national stock exchange, through an automated inter-dealer quotation system or
in the over-the-counter-market and if such investment does not result in my
beneficially owning, at any time, more than 1% of the class of publicly-traded
equity securities of such Competitor.


 


12.2                           Non-Solicitation
of Customers.  I further
agree that for a period of [          ]
months after the date that my employment is terminated (the “Extended Covenant
Period”) I will not call upon or communicate with any Company Customer (as
defined below) in an attempt to sell or to solicit 


 

















 


for
sale any services or products which are provided or dealt in by Company.  For the purposes of this Agreement, a Company
Customer is one for whom I received confidential and/or proprietary information
during my employment at Company, including customers for whom I serviced or for
whom I solicited to provide services during my employment.  At Company’s sole discretion, Company may
waive or elect not to enforce the non-solicitation and non-competition
provisions of this Agreement located in paragraphs 12.1, 12.2, and 13.


 


13.                                 No Solicitation of Employees/Interference
with Contracts.  During the Extended Covenant Period, I will
not solicit, encourage, or cause others to solicit or encourage any employees
of Company to terminate their employment with Company.  I further agree that during the Extended
Covenant Period, I will not solicit, persuade, interfere with, induce,
encourage or endeavor to entice away from the Company or any of its
Subsidiaries, for the benefit of any Competitor located within the Territory,
any of Company’s suppliers, licensees or other persons with whom the Company
has a contractual relationship.


 


14.                                 No Disparagement. 
During my employment with Company and after the termination thereof, I
will not make any statements, in writing or otherwise, that disparage the
reputation or character of the Company or any of its Affiliates, Subsidiaries,
divisions or any of their respective directors, officers, employees or
shareholders at any time for any reason whatsoever, except that nothing in this
paragraph shall prohibit me from giving truthful testimony in any litigation,
administrative or arbitration proceeding either between me and the Company or
in connection with which I am required by law to give testimony.


 


15.                                 Injunctive Relief.  I
agree that if I violate this Agreement, Company will suffer irreparable and
continuing damage for which money damages are insufficient, and Company shall
be entitled to injunctive relief and/or a decree for specific performance, and
such other relief as may be proper (including money damages if appropriate), to
the extent permitted by law.


 


16.                                 Notices.  Any notice required or
permitted by this Agreement shall be in writing and shall be delivered as
follows, with notice deemed given as indicated: 
(a) by personal delivery, when actually delivered; (b) by
overnight courier, upon written verification of receipt; (c) by facsimile
transmission, upon acknowledgment of receipt of electronic transmission; or (d) by
certified or registered mail, return receipt requested, upon verification of
receipt.  Notices to me shall be sent to
any address in Company’s records or such other address as I may provide in
writing.  Notices to Company shall be
sent to Company’s Human Resources Department or to such other address as
Company may specify in writing.


 


17.                                 Governing Law; Forum.  This
Agreement shall be governed by the laws of the United States of America and by
the laws of the State of Texas, as such laws are applied to agreements entered
into and to be performed entirely within Texas between Texas residents.  Company and I each irrevocably consent to the
exclusive personal jurisdiction of the federal and state courts located in
Texas, as applicable, for any matter arising out of or relating to this
Agreement, except that in actions seeking to enforce any order or any judgment
of such federal or state courts located in Texas, such personal jurisdiction
shall be nonexclusive.  Additionally,
notwithstanding anything in the foregoing to the contrary, a claim for
equitable relief arising out of or related to this Agreement may be brought in
any court of competent jurisdiction.


 


18.                                 Severability.  If
an arbitrator or court of law holds any provision of this Agreement to be
illegal, invalid or unenforceable, (a) that provision shall be deemed
amended to provide Company the maximum protection permitted by applicable law
and (b) the legality, validity and enforceability of the remaining
provisions of this Agreement shall not be affected.


 

















 


19.                                 Waiver; Modification.  If
Company waives any term, provision or breach by me of this Agreement, such
waiver shall not be effective unless it is in writing and signed by
Company.  No waiver shall constitute a
waiver of any other or subsequent breach by me. 
This Agreement may be modified only if both Company and I consent in
writing.


 


20.                                 Entire Agreement.  This
Agreement, including any agreement to arbitrate claims or disputes relating to
my employment that I may have signed in connection with my employment by
Company, represents my entire understanding with Company with respect to the
subject matter of this Agreement and supersedes all previous understandings,
written or oral.


 


I
certify and acknowledge that I have carefully read all of the provisions of
this Agreement and that I understand and will fully and faithfully comply with
such provisions.


 


 


	
  “COMPANY”

  	
   

  	
  EMPLOYEE:

  
	
   

  	
   

  	
   

  
	
  Reddy
  Ice Corporation

  	
   

  	
  [
         ]

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  [        ]

  
	
   

  	
   

  	
   

  
	
  Dated:

  	
   

  	
   

  	
  Dated:

  	
   

  
						



 

















 


Exhibit A


 


PRIOR INNOVATIONS


 


Check
one of the following:


 


o                                    NO SUCH PRIOR INNOVATIONS EXIST.


 


OR


 


o                                    YES, SUCH PRIOR INNOVATIONS EXIST AS
DESCRIBED BELOW (include basic description of each Prior Innovation):