Exhibit 10.1


 


EMPLOYMENT AGREEMENT


 


EMPLOYMENT AGREEMENT (the “Employment Agreement”), dated as of June 23, 2008 (the “Employment Date”), between Reddy Ice Corporation, a Nevada corporation
(the “Company”), and GILBERT M. CASSAGNE, an
individual residing at the address set forth on Schedule A attached
hereto (the “Executive”).


 


WITNESSETH:


 


WHEREAS, the Company wishes to secure the
services of the Executive as President and Chief Executive Officer of the
Company upon the terms and conditions hereinafter set forth, and the Executive
wishes to render such services to the Company upon the terms and conditions
hereinafter set forth; and


 


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


 


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.             Employment by the Company.


 


1.1           Subject
to the terms of this Employment Agreement, the Executive shall be the President
and Chief Executive Officer of the Company and shall perform such duties as the
Board of Directors of the Company (the “Board”) may
from time to time assign, consistent with Section 1.2 hereof.  The Executive shall be based in the Company’s
executive offices in Dallas, Texas, subject to such travel as may be required
or necessary in connection with the performance of the Executive’s duties
hereunder.


 


1.2           The
Executive shall report directly to or at the direction of the Board and shall
comply with the direction of the Board and with the policies of the Company.  The Executive agrees to devote the Executive’s
full business time and attention to the business of the Company and to
faithfully, diligently and competently perform the Executive’s duties hereunder.  The Executive shall, as part of the Executive’s
duties as an employee of the Company, actively seek such opportunities and undertake
such activities so as to promote high visibility and a positive image of the
Company, the Parent and the Subsidiaries of the Parent.


 


2.             Term of Employment.  The
term of the Executive’s employment under this Employment Agreement (the “Term”) shall be for the period commencing on the Employment
Date and ending when the employment is terminated as provided in Section 4
hereof.


 


3.             Compensation.  As full
compensation for all services to be rendered by the Executive to the Company
and its Affiliates in all capacities during the Term, the Executive shall
receive the following compensation and benefits:


 


3.1           Salary.  The Executive
shall be entitled to receive an annual base salary (the “Base Salary”)
payable not less frequently than monthly in accordance with the then customary 


 

















 


payroll practices of the Company.  The Base Salary shall initially be $450,000
per year and shall be subject to increase from time to time as determined by
the Board.


 


3.2           Participation in Executive Benefit Plans; Other Benefits.  The Executive shall be permitted during the
Term, if and to the extent eligible, to participate in all compensation and
employee benefit plans and arrangements maintained from time to time by the
Company or on behalf of the Company by an Affiliate of the Company or
otherwise, commensurate with the Executive’s position with the Company, in form
and substance substantially similar to those that existed in the Company in June 2008,
except to the extent of changes in Company employee benefit plans generally.  Nothing in this Employment Agreement shall
preclude the Company (or any Person maintaining such plans on the Company’s
behalf) from terminating or amending any such plans or coverage so as to
eliminate, reduce or otherwise change any benefit payable thereunder.


 


3.3           Bonuses.    In
addition to the Base Salary, to the extent provided below, the Executive shall
be eligible to receive an annual bonus (the “Bonus Amount”)
for each calendar year ending during the Term, including, without limitation,
for calendar year 2008.  The Compensation
Committee of the Board has established a bonus plan for certain employees,
including the Executive.  The Executive
will have payment targets initially equal to 75% of his Base Salary for the
applicable calendar year (subject to proration for the portion of fiscal year
2008 occurring after the date hereof), structured in a manner consistent with
the Company’s existing bonus plan.  The
Executive’s actual Bonus Amount, if any, shall be based on the Company
achieving certain financial and operating goals in each calendar year during
the Term.


 


3.4           Equity Incentive Grant. 
 On the Employment Date, Executive
will receive (i) a restricted stock award (the “Restricted
Stock Award”) as set forth in the Restricted Stock Agreement of even
date herewith and (ii) a restricted stock unit award (the “Restricted Stock Unit Award”) as set forth in the Restricted
Stock Unit Agreement of even date herewith. 
The Executive will receive a customary income tax “gross-up” only with
respect to the Restricted Stock Award at a rate of 35%.


 


3.5           Vacation.  The
Executive shall be entitled to four (4) weeks of paid vacation per year.  Unused vacation may not be taken in any
subsequent year.


 


4.             Termination.


 


4.1           Termination upon Death. 
The Term shall terminate as of the date of the Executive’s death.


 


4.2           Termination upon Disability. 
If the Executive becomes Disabled, the Company may terminate the Term by
written notice to the Executive, in which event the Term 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 under this Employment
Agreement.


 


4.3           Termination by the Company for Cause.  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 


 


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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, then the Company may, at any
time by written notice to the Executive, which notice shall be appended to a
certified written resolution duly adopted by the Board, terminate the Term
immediately.


 


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


 


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


 


4.6           Termination by the Executive for Good Reason.  The Executive may terminate the Term for Good
Reason upon thirty (30) days’ written notice from the Executive to the Company.


 


5.             Severance Payments.


 


5.1           Severance Payments Upon Termination for Disability, by the Company
without Cause or by the Executive for Good Reason.  If this Employment Agreement is terminated
pursuant to Sections 4.2, 4.4 or 4.6 hereof, the Executive shall be entitled to
a severance payment equal to 150% of the Executive’s annual Base Salary then in
effect, which payment shall be payable at the Company’s discretion either on a
payroll basis for a period of eighteen (18) months (the “Benefits
Period”) or in a lump sum and, in either case, without offset for
other earnings.  If severance is paid
over time to the Executive, the Executive shall be entitled to the continuation
of healthcare benefits for the Benefits Period; provided
the Executive shall pay the premiums for such benefits at rates assessed for
employees; provided further that the rights to
continued participation in healthcare benefits shall terminate if the Executive
shall become actively engaged (whether as an employee, an independent
contractor or otherwise) under circumstances where the Executive is eligible to
participate in another employer’s healthcare benefit program.  If, prior to the end of the Benefits Period,
the Executive violates Section 6 hereof, then the Company shall have no
obligation to make any of the payments and benefits required to be made under
this Section 5.1 on or after the date of such violation.


 


5.2           Severance Payments Upon Termination for Cause, Death or Voluntary
Termination by the Executive. 
If the Term is terminated pursuant to Sections 4.1, 4.3 or 4.5 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 


 


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under pension, disability and
life insurance plans, policies and programs applicable to the Company; provided, however 
that nothing in this Section 5.2 shall affect the Executive’s right
to receive the benefits the Executive is entitled to receive pursuant to Section 5.2.1
hereof.


 


5.2.1        Bonus Upon Death.  If
the Executive dies while employed by the Company (i.e.,
if the Term is terminated pursuant to Section 4.1 hereof), the Executive’s
estate shall also be entitled to receive the pro rated amount (to the date of
death) of the Bonus Amount the Executive would have earned during such year
based on actual performance, and such bonus shall be paid when management
bonuses are paid generally.


 


6.             Certain Covenants of the Executive.


 


6.1           Covenants Against
Competition.  The Executive
acknowledges that:  (i) the Company
and its Affiliates anticipate conducting their business throughout North
America, (ii) from and after the Employment Date the Executive’s work for
the Company and its Affiliates will continue to bring him into close contact
with many confidential affairs not readily available to the public, including confidential and proprietary information and
trade secrets and (iii) the covenants contained in this Section 6
will not involve a substantial hardship upon the Executive’s future livelihood.  In order to induce the Company to enter into
this Employment Agreement and in consideration of Executive’s receipt of
Company’s confidential, proprietary, and/or trade secret information, the
Executive covenants and agrees that:


 


6.1.1        Non-Compete.  During
the Term and for a period ending two (2) years after the termination of
the Term (the “Restricted Period” ), whether or
not the Executive becomes entitled to severance payments hereunder, the
Executive shall not, directly or indirectly, 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 the Executive had
actual knowledge of, as a likely acquisition or expansion opportunity within
the twelve (12) months following the last day of the Term, (i) be employed
by, or render services to, any person, firm or corporation engaged in any
business which would directly compete with the Company in the ice business (“Competitive Business”), (ii) own, manage, operate,
control, assist, consult, advise or participate in the ownership, management,
operation or control of any Competitive Business, or otherwise engage in any
Competitive Business for the Executive’s own account or (iii) be
associated with or interested in any Competitive Business as an individual,
partner, shareholder, creditor, director, officer, principal, agent, employee,
trustee, consultant, advisor or in any other relationship or capacity.  Notwithstanding the foregoing, this Section 6.1.1
shall not preclude the Executive from investing the Executive’s personal assets
in the securities of any corporation or other business entity which is engaged
in a Competitive Business 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 the Executive
beneficially owning, at any time, more than 1% of the class of publicly-traded
equity securities of such Competitive Business.


 


6.1.2        Non-Solicitation and Non-Hire.  During the Term and for a period ending three
(3) years after the Executive’s termination from the Company, without the
Company’s prior consent, the Executive shall not, directly or indirectly, (i) solicit,
persuade, interfere with, induce, 


 


4

















 


encourage, entice or endeavor
to entice away from the Company or any of its Subsidiaries, for the benefit of
any Competitive Business, any of its customers, suppliers, licensees or other
persons with whom the Company has a contractual relationship or (ii) employ
or retain, or have or cause any other person or entity to employ or retain, any
person who was employed or retained by the Company or any of its Subsidiaries
as a corporate executive, operating manager at the plant manager level or
higher manager level or sales personnel while the Executive was employed by the
Company.


 


6.1.3        Non-Disparagement.  During
the Term and after the termination of the Executive’s employment with the
Company, the Executive shall 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 Section 6.1.3 shall prohibit the Executive
from giving truthful testimony in any litigation, administrative or arbitration
proceeding either between the Executive and the Company or in connection with
which the Executive is required by law to give testimony.


 


6.1.4        Confidential Information. 
During the Term and after the termination of the Executive’s employment
with the Company, the Executive shall not, directly or indirectly, disclose to
any person or entity who is not authorized by the Company or any Affiliate of
the Company to receive such information, or use or appropriate for the
Executive’s own benefit or for the benefit of any person or entity other than
the Company or any Affiliate of the Company, any documents or other papers
relating to the business or the customers of the Company or any Affiliate of
the Company, including, without limitation, files, business relationships and
accounts, pricing policies, customer lists, computer software and hardware,
information relating to the distribution of the products of the Company or any
Affiliate of the Company, or any other materials relating to the business or
the customers of the Company or any Affiliate of the Company or any trade
secrets or confidential information including, without limitation, any business
or operational methods, drawings, sketches, designs or product concepts,
know-how, marketing plans or strategies, product development techniques or
plans, business acquisition plans, financial or other performance data,
personnel and other policies of the Company or any Affiliate of the Company,
whether generated by the Executive or by any other person, except as required
in the course of performing the Executive’s duties hereunder or with the
express written consent of the Company; provided, however,
that the confidential information shall not include any information required to
be disclosed by law or readily ascertainable from public information; provided, further, except as reasonably necessary to comply
with the securities laws, the Executive may disclose to any and all persons,
without limitation of any kind, the U.S. federal income tax treatment and tax
structure of the Company and all materials of any kind (including opinions and
other tax analyses) that are provided to the Executive relating to such tax
treatment and tax structure.


 


6.1.5        Property of the Company. 
At no time shall the Executive remove or cause to be removed from the
premises of the Company or any Affiliate of the Company, any memorandum, note,
list, record, file, disk, document or other paper, equipment or any like item
relating to the business (including copies, extracts and summaries thereof)
except in furtherance of the performance of the Executive’s duties on behalf of
the Company or any Affiliate of the Company. 
All memoranda, notes lists, records, files, disks, documents and other
papers and 


 


5

















 


other like items (and all
copies, extracts and summaries thereof) made or compiled by the Executive or
made available to the Executive concerning the business of the Company or any
Affiliate of the Company shall be the property of the Company or any Affiliate
of the Company, as the case may be, and shall be delivered to the Company
promptly upon the termination of the Executive’s employment with the Company or
any Affiliate of the Company or at any other time upon request.


 


6.2           Rights and Remedies Upon Breach.  If the Executive breaches any of the
provisions of Section 6.1 hereof (collectively, the “Restrictive
Covenants”), the Company and its Affiliates shall, in addition to
the rights set forth in the last sentence of Section 5.1 hereof, have the
following rights and remedies, each of which rights and remedies shall be
independent of the others and severally enforceable, and all of which rights
and remedies shall be in addition to, and not in lieu of, any other rights and
remedies available to the Company and its Affiliates under law or in equity:


 


6.2.1        Specific Performance. 
The right and remedy to seek specific performance of the Restrictive
Covenants or injunctive relief, without the request to post bond, against any
act which would violate any of the Restrictive Covenants; it being acknowledged
and agreed that any such breach or threatened breach will cause irreparable
injury to the Company and its Affiliates and that money damages will not
provide an adequate remedy to the Company and its Affiliates.


 


6.2.2        Threatened Breach.  In
addition, if the Executive threatens to breach any provisions of Section 6.1
hereof, the Company and its Affiliates shall have the rights set forth in Section 6.2.1
hereof.


 


6.2.3        Severability of Covenants. 
If any of the Restrictive Covenants, or any part thereof, is held by an
arbitration body or court of competent jurisdiction or any foreign, federal,
state, county or local government or other governmental, regulatory or
administrative agency or authority to be invalid, void, unenforceable or
against public policy for any reason, the remainder of the Restrictive Covenants
shall remain in full force and effect and shall in no way be affected, impaired
or invalidated, and such arbitration body, court, government, agency or
authority shall be empowered to substitute, to the extent enforceable,
provisions similar thereto or other provisions so as to provide to the Company
and its Affiliates, to the fullest extent permitted by applicable law, the
benefits intended by such provisions.


 


6.3           Enforceability in Jurisdictions.  The parties intend to and hereby confer
jurisdiction to enforce the decisions of the arbitrators pursuant to Section 7.5
hereof with respect to the Restrictive Covenants upon the courts of any
jurisdiction within the geographical scope of such Restrictive Covenants.  If the courts of any one or more of such
jurisdictions hold the Restrictive Covenants wholly invalid or unenforceable by
reason of the breadth of such scope or otherwise, it is the intention of the
parties that such determination not bar or in any way affect the Company’s
right to the relief provided above before the arbitrators or in the courts of
any other jurisdiction within the geographical scope of such Restrictive
Covenants, as to breaches of such Restrictive Covenants in such other
respective jurisdictions, such Restrictive Covenants as they relate to each
jurisdiction being, for this purpose, severable into diverse and independent
covenants.


 


6

















 


7.             Other Provisions.


 


7.1           Notices.  Notice under
this Employment 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 US
  LLP

  
	
   

  	
  1251 Avenue
  of the Americas

  
	
   

  	
  New York,
  New York 10020

  
	
   

  	
  Attention: Roger
  Meltzer, Esq.

  
	
   

  	
   

  
	
  (ii)

  	
  if to the
  Executive, to him at the address set forth on Schedule A attached
  hereto or to the telecopier number set forth below:

  
	
   

  	
   

  
	
   

  	
  Telecopier:
  (214) 528-1532

  



 


7.2           Entire Agreement.  This
Employment 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 Employment Agreement that the Executive may otherwise
have with or derive from the Company.  This
Employment Agreement should be read in conjunction with the Restricted Stock
Unit Agreement and the Indemnification Agreement.


 


7.3           Waivers and Amendments. 
This Employment 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, 


 


7

















 


power or privilege hereunder,
preclude any other or further exercise thereof or the exercise of any other
right, power or privilege hereunder.


 


7.4           Governing Law.  This
Employment 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.


 


7.5           Arbitration.  Any
dispute or controversy arising out of or in connection with this Employment
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 7.5 based on the arbitrators’
assessment of the merits of the positions of the parties.


 


7.6           Binding Effect; Benefit. 
This Employment Agreement shall inure to the benefit of and be binding
upon the parties hereto and any heirs, successors and assigns.  Nothing in this Employment Agreement,
expressed or implied, is intended to confer on any person other than the
parties hereto or such heirs, successors and assigns, any rights, remedies,
obligations or liabilities under or by reason of this Employment Agreement.


 


7.7           Assignment.  This
Employment 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 Employment
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.


 


7.8           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.


 


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


 


7.10         Definitions.  For
purposes of this Employment Agreement:


 


(i)            “Affiliate” shall have the same meaning as set forth in Rule 12b-2
promulgated under the Securities Exchange Act of 1934, as amended.


 


(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 


 


8

















 


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.


 


(iii)          “Good Reason” shall mean a separation from service (with the
meaning of Treasury Regulation Section 1.409A-1(h)) within 1 year
following the initial existence of one or more of the following conditions
arising without Executive’s consent:  (1) a
material diminution in Executive’s Base Salary; (2) a material diminution
in Executive’s title, authority, or responsibility; (4 ) relocation of Executive
to an office more than 50 miles from Executive’s office on the Employment Date;  or (5) a material breach by the Company
of this Agreement.  Before terminating
employment for Good Reason, Executive must provide notice of the existence of
the condition within 90 days following the initial existence of such
condition.  Company shall have a period
of thirty 30 days after receipt of such notice to correct the situation (and
thus prevent Executive’s termination for Good Reason).  Upon the expiration of the thirty (30) day
period without cure by the Company, Executive shall be entitled to terminate
for Good Reason.


 


(iv)          “Indemnification Agreement” shall mean that certain
indemnification agreement, dated as of the date hereof, between the Executive
and the Parent.


 


7.11         Counterparts.  This
Employment 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.


 


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


 


[Signature Page Follows]


 


9

















 


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


 


 


	
  The Company:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  REDDY ICE CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ William P. Brick

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
  Name:

  	
  William P. Brick

  
	
   

  	
   

  	
  Title:

  	
  Executive Chairman

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Executive:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  /s/ Gilbert M. Cassagne