Exhibit 10.14


 


EMPLOYMENT AND


NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT


 


This
EMPLOYMENT AND NON-SOLICITATION AND NON-DISCLOSURE AGREEMENT (“Agreement”) is
between AmeriCold Logistics, LLC
(the “Company”), and Neal J. Rider
(“Employee”).   Employee is employed as President and Chief
Operating Officer (COO) by the Company and in
consideration of the mutual promises made herein, the parties agree as follows:


 


1.                                       Term of Employment. 
Except as provided in Paragraph 4, the Company shall employ Employee and
Employee shall remain employed for the Company for the period commencing on the
effective date hereof and ending on the 3rd anniversary
of the effective date.  This Agreement
will be automatically extended for successive one (1) year term(s) unless
notice to terminate this Agreement is given by either party no later than
ninety (90) days prior to the end of the Employment Period.  The effective date of this Agreement shall be
November 1, 2005.


 


2.                                       Position and Duties. 
Employee shall serve in the position above and in such other position(s) as
the Board of Trustees of AmeriCold Realty Trust (the “Board”) and the Operating
Committee of AmeriCold Realty Trust (the “OC”) shall specify and shall perform
all duties of such position(s) on a full-time basis to the best of
Employee’s ability.


 


3.                                       Compensation and Benefits. 
The Company shall pay Employee the following compensation and provide
the following benefits:


 


(i)                                     The Company will pay Employee an annual
base salary (“Base Salary”) of $500,000 less all required and authorized
deductions.  The Base Salary will be
reviewed annually by the Company, which may in its discretion increase the Base
Salary by an amount it deems appropriate;


 


(ii)                                  The Employee will be eligible for an
incentive bonus to be determined by the Board as it deems appropriate in
accordance with the following guidelines:


 


(a)                                  The bonus for 2005 shall be $420,000.


 


(b)                                 After 2005, if the Company’s EBITDA is
below 90% of the budget approved by the Board (the “Approved Budget”) then no
bonus will be due and payable.  If the
Company’s EBITDA as set forth in the Approved Budget is at 115% or above the
bonus will be 150% of the Base Salary. 
Otherwise, bonus is calculated on a sliding scale per the attached
schedule.


 


(iii)                               Employee will be eligible for all benefits generally
provided by the Company to other employees in the Employee’s classification or
in a similar position including but not limited to a 401(k) plan, a
pension plan, an incentive compensation plan, a stock option or equity program
as approved by the Board, a deferred compensation and welfare plans.  Also, the Employee shall be entitled to a car
allowance not to exceed $800 per month. 
The listing of these plans is for example only.  The Company shall have no obligation to
implement or maintain any such plans. 
The Company maintains the right to add plans, discontinue plans, or
modify benefit plans at its sole discretion.


 


(iv)                              Employee shall be entitled to four (4) weeks
paid vacation annually under conditions set forth in the Company’s vacation
policy.


 


(v)                                 The Company agrees that the Employee may
not sit on other boards or board committees of other companies without the
approval of the Company.  The Company
also agrees that the Employee may continue to sit on those boards and/or
committees that the Employee sits on as of the date of the Agreement (with the
same level of responsibility and commitment required as of such date) without
the Board’s approval, a list of which follows.


 


1

















 


(vi)                              A $75,000 signing bonus upon the full
execution of this Agreement.


 


(vii)                           Employee shall receive assistance with respect to
relocation to the Company’s offices in accordance with the approved Company
relocation plan.


 


4.                                       Termination of Employment. 
This Agreement will end prior to its expiration upon: (i) the
Employee’s death; (ii) the physical or mental inability of Employee to
perform Employee’s essential job functions; or (iii) a “Termination for
Cause.”  A “Termination for Cause”
includes but is not limited to termination of Employee due to: a material
breach or violation of any of Employee’s covenants, duties, or obligations
under this Agreement; a serious violation of a Company rule or policy
about which Employee had notice; failure to correct unsatisfactory job
performance within a reasonable period after Employee has been placed on notice
of such deficiency; failure or refusal by Employee to obey the lawful
directives or reasonable instructions of the Board and/or the OC; and engaging
in conduct which causes or would tend to cause embarrassment to or reflect
negatively upon the Company.  In the
event Employee is terminated due to death, disability or cause, including a
termination by the Employee for any reason, Employee shall only receive his
earned salary to the date of termination of employment and benefits which are
currently vested and/or accrued under the terms of the applicable plan or
policy.  In the event Employee is
terminated for any other reason, Employee shall receive Employee’s Base Salary
and reimbursement of COBRA premiums health insurance for a period of 12 months, provided Employee  executes and does not revoke a General Release in the form
used by the Company at the time.  A
termination for “any other reason” shall include but not be limited to a Change
of Control of the Company or a Change of Circumstance.  At the Board’s option, salary due to Employee
as a result of termination may be paid in a lump sum or by continuing Employee’s
Base Salary.  Reimbursement of COBRA
premiums will also cease when the COBRA eligibility period expires or Employee
becomes eligible for medical benefit coverage under a plan or program of any
other employer.


 


5.                                       Non-Solicitation and Confidentiality.


 


(a)                                  Agreement Not to Solicit Customers. 
Employee will not, while in the Company’s employ and for a period of
twenty-four (24) months after the termination of such employment for any reason
whatsoever, either directly or indirectly, on his own behalf or in the service
or on behalf of others, solicit any customer of the Company for the purpose of
offering or providing services or products that compete with those offered or
provided by the Company.


 


(b)                                 Agreement Not to Solicit Employees. 
Employee will not, without the prior written consent of the Board,
directly or indirectly, on Employee’s behalf or on behalf of others, solicit,
entice, persuade or induce, or attempt to solicit, entice, persuade or induce
any person who is actively employed to end their employment with the Company
for a period of 24 months.


 


(c)                                  Proprietary Information. 
All Proprietary Information, whether developed by Employee or disclosed
to Employee, is confidential and remains the sole and exclusive property of the
Company.  While Employee is in the
Company’s employ and for a period ending three (3) years after the date
Employee’s employment ends for any reason, Employee will not use, reproduce,
distribute, disclose or otherwise disseminate the Proprietary Information,
except to the extent necessary to perform the duties assigned to Employee by
the Company.  Employee shall not take any
action that would cause Proprietary Information to lose its character or cease
to qualify as Proprietary Information. 
This Paragraph shall not limit in any manner the protection of the
Company’s trade secrets otherwise afforded by law.  Upon request by the Company, and in any event
upon termination of Employee’s employment with the Company for any reason,
Employee will promptly deliver to the Company all property belonging to the
Company, including without limitation all Proprietary Information (and all
physical embodiments thereof) then in Employee’s custody, control, or
possession.


 


2

















 


(d)                                 Definitions. For purposes of this Agreement, the
following terms shall have the following meaning:


 


The “Business of
the Company” shall mean the operation of refrigerated warehouse facilities, the
refrigerated distribution business, the transportation business, the quarry
business or the provision of related logistics and management services.


 


“Change of
Circumstance” shall mean that Employee is without his approval and without
cause reduced in rank and/or significantly reduced in salary (by more than
twenty percent (20%)).


 


“Change of Control”
shall mean that the Company after a merger, reorganization, asset purchase
agreement, or any similar transaction is no longer owned at least fifty-one
percent (51%) by the owners of the Company as of the date of this Agreement.


 


“Person” shall
mean and include any individual, partnership, association, corporation, trust,
unincorporated organization, or any other business entity or enterprise.


 


“Proprietary
Information” means data and information relating to the business of the Company
(whether constituting a trade secret or not) which is or has been disclosed to
the Employee or of which the Employee became aware as a consequence of or
through his relationship to the Company and which has value to the Company and
is not generally known to its competitors. 
Proprietary Information shall not include any data or information that
has been voluntarily disclosed to the public by the Company (except where such
public disclosure has been made by Employee without authorization) or that has
been independently developed and disclosed by others, or that otherwise enters
the public domain through lawful means. 
Proprietary Information also includes information, which has been
disclosed to the Company by a third party, and which the Company is obligated
to treat as confidential.  Proprietary
Information may or may not be marked by the Company as “proprietary” or “secret”
or with other words or markings of similar meaning and the failure of the
Company to make such notations upon the physical embodiments of any Proprietary
Information shall not affect the status of such information as Proprietary
Information.


 


(e)                                  Injunctive Relief with Respect to
Covenants.  Employee acknowledges and agrees that the
covenants and obligations of Employee with respect to non-competition,
non-solicitation, confidentiality and Company property related to special,
unique and extraordinary matters and that a violation of any of the terms of
such covenants and obligations will cause the Company irreparable injury for
which adequate remedies are not available at law.  Therefore, Employee agrees that the Company
shall be entitled to an injunction, restraining order or such other equitable
relief (without the requirement to post bond) as a court of competent
jurisdiction may deem necessary or appropriate to restrain Employee from
committing any violation of the covenants and obligations contained in this
Paragraph.  These injunctive remedies are
cumulative and are in addition to any other rights and remedies the Company may
have at law or in equity.


 


6.                                       Miscellaneous.


 


(a)                                  Binding Effect. 
This Agreement shall inure to the benefit of Employee’s heirs and legal
representatives with respect to compensation payable to Employee in accordance
with the terms of this Agreement and shall be binding upon Employee’s heirs and
legal representatives with respect to the covenants contained in Paragraph
5.  This Agreement shall be binding on
the Company and any person or entity, which succeeds to the interest of the
Company.  Neither this Agreement nor any
of the rights or 


 


3

















 


obligations
hereunder shall be assigned or delegated by Employee without the prior written
consent of the Company.


 


(b)                                 Entire Agreement. This Agreement supersedes any and all
prior agreements between the parties hereto and constitutes the entire
agreement between the parties hereto with respect to the matters referred to
herein and no other agreement, oral or otherwise, shall be binding between the
parties unless it is in writing and signed by the parties.  This Agreement may not be altered, modified
or amended except by a written instrument signed by the parties.


 


(c)                                  Severability and Reformation. 
In the event that one or more of the provisions of this Agreement shall
become invalid, illegal or unenforceable in any respect, the validity, legality
and enforceability of the remaining provisions contained herein shall not be
affected.  In the event any subparagraph
of Paragraph 5 is not enforceable, Employee and the Company agree that such
paragraph shall be reformed to make such paragraph enforceable in a manner
which provides the Company the maximum rights permitted at law.


 


(d)                                 Waiver.  Waiver by any
party of any breach or default by the other party of any of the terms of this
Agreement shall not operate as a waiver of any other breach or default, whether
similar to or different from the breach or default waived.  No waiver of any provision of this Agreement
shall be implied from any course of dealing between the parties or from any
failure by either party hereto to assert its rights hereunder on any occasion
or series of occasions.


 


(e)               Notices.  Any notice
required or desired to be delivered under this Agreement shall be in writing
and shall be delivered personally, by courier service, by registered mail,
return receipt requested or electronically and shall be effective upon dispatch
to the party to whom such notice shall be directed provided notice to the
Company is properly addressed to the CEO and the EVP-Human Resources.  Notice to Employee at the last known address
provided to the Company by Employee is adequate.


 


(f)                 Headings and Counterparts. 
Headings to paragraphs in this Agreement are for the convenience of the
parties only and are not intended to be part of or to affect the meaning or
interpretation hereof.  This Agreement
may be executed in counterparts, each of which shall be deemed an original but
all of which together shall constitute one and the same instrument.


 


7.                                       Arbitration. 
Employee agrees to arbitrate any dispute, claim, or
controversy against the Company, its parents, subsidiaries and current and
former officers, trustees, directors, or employees, arising out of or related
to this Agreement, Employee’s employment or the cessation of
employment.   The arbitration shall
be conducted pursuant to the then-current rules of the American
Arbitration Association for employment disputes.   The award by the arbitrator shall be final
and binding.


 




	
   

  	
  Employee Initials:

  	
   

  	
   

  	
  Company Initials:

  	
   

  	
   

  






 


4

















 


IN WITNESS WHEREOF, the Company has caused this Agreement
to be executed by its duly authorized officer and Employee has hereunto set his
hand as of the day and year first above written.


 


 


	
  COMPANY:

  	
  EMPLOYEE:

  



 


 


	
  AmeriCold
  Logistics, LLC

  	
  /s/ Neal J.
  Rider

  
	
   

  	
  Neal J. Rider

  



 


 


	
  By:

  	
  /s/ George A. Schnug

  	
   

  	
   

  
	
   

  	
  George A. Schnug

  	
  Date:

  	
  2-2-2006

  
	
   

  	
  CEO

  	
   

  



 


 


	
  Date:

  	
  2-2-2006

  	
   

  	
   

  



 


	
  WITNESS:

  	
   

  



 


	
  By:

  	
   

  	
   

  	
   

  
	
   

  	
  AmeriCold Logistics,
  LLC

  	
   

  
	
   

  	
  Operating Committee

  	
   

  



 


	
  Date:

  	
   

  	
   

  	
   

  



 


5














 


AMENDMENT NO. 1 TO


 EMPLOYMENT AND NON-SOLICITATION


AND NON-DISCLOSURE AGREEMENT


 


This
Amendment No. 1 to Employment and Non-Solicitation and Non-Disclosure
Agreement (the “Amendment”) is made as of April 12, 2010 by and between AmeriCold Logistics, LLC  (the “Company”)
and Neal J. Rider (“Employee”).


 


WHEREAS, Employee is currently employed by the Company as Chief Operating Officer and President of
International Business of the Company pursuant to the Employment
and Non-Solicitation and Non-Disclosure Agreement entered into as of November 1,
2005 by the Company and Employee (the “Employment Agreement”);


 


WHEREAS, the Company wishes to continue to retain the
services of Employee going forward and Employee is willing to make his services
available to the Company, on the terms and subject to the conditions set forth
herein;


 


WHEREAS, the Company is a subsidiary of Americold Realty
Trust, a Maryland real estate investment trust;


 


WHEREAS, Americold Realty Trust has filed a registration
statement on Form S-11 with the U.S. Securities and Exchange Commission in
connection with the proposed public offering of its common shares; and


 


WHEREAS, the Company and Employee desire to amend the
Employment Agreement to comply with Section 1.409A-1(c)(3)(v) of the
Treasury Regulations and certain other requirements under Section 409A of
the Internal Revenue Code of 1986, as amended;


 


THEREFORE, in consideration of the mutual promises made herein,
the parties agree that the Employment Agreement shall be amended as follows:


 


1.             General.  The payments and benefits under the
Employment Agreement are intended to comply with, or be exempt from, the
requirements of Section 409A of the Internal Revenue Code of 1986, as
amended, and the Treasury Regulations and other guidance promulgated thereunder
(collectively, “Section 409A”), and the Employment Agreement shall be
interpreted in accordance with such intent. 
Each payment or installment under the Employment Agreement shall be
considered a separate payment for purposes of Section 409A.


 


2.             Bonus.  For each fiscal year beginning with the 2010
fiscal year, any bonus to which Employee is entitled under the Employment
Agreement shall be paid at the same time as short-term management incentives
are payable to other similarly situated employees of the Company, but in any
event no later than March 15 following the end of the fiscal year to which
the bonus relates.


 


1

















 


3.             Termination.


 


a.             Any payments of
Base Salary to which Employee may become entitled under Paragraph 4 of the
Employment Agreement as a result of termination of employment (other than
amounts earned and accrued as of the date of termination) will be paid in
installments in accordance with the Company’s usual payroll schedule, subject to
the provisions of this Section 3. 
The parties agree and acknowledge that the Board and the Company shall
have no discretion to accelerate such payments, except to the extent permitted
under Section 409A.


 


b.             The parties agree
and acknowledge that, in order to obtain and as a condition of receiving any
payments to which Employee may otherwise be entitled under Paragraph 4 of the
Employment Agreement as a result of termination of employment (other than
amounts earned and accrued as of the date of termination), Employee must sign a
General Release as provided in Paragraph 4 of the Employment Agreement;
provided that such release must be signed, and the revocation period applicable
to such release must lapse, within thirty (30) days following the date of such
termination.  Any such payments and
reimbursements that would otherwise be due and payable to the Employee during
such thirty (30) day period shall be accumulated and paid on the thirtieth (30th) day following the date of
termination (or, if such date is not a business day, on the first business day
thereafter).


 


c.             Any payment or
benefit otherwise payable under the Employment Agreement as a result of
termination of Employee’s employment will not be paid or commence unless and
until Employee has experienced a “separation from service” within the meaning
of Treasury Regulations Section 1.409A-1(h) from the Company’s “controlled
group” (unless such payment or benefit is exempted from Section 409A).  For this purpose, the Company’s “controlled
group” means (A) the Company, (B) any corporation which is a member
of a controlled group of corporations (as defined in Section 414(b) of
the Code) which includes the Company and (C) any trade or business
(whether or not incorporated) which is under common control (as defined in Section 414(c) of
the Code) with the Company.


 


d.             If at the time of
Employee’s separation from service, Employee is a “specified employee” as
defined in Section 409A, as determined in good faith by the Company, then,
solely to the extent required to comply with Section 409A, any payments or
benefits payable under the Employment Agreement that would otherwise be due and
payable within the six (6) month period following Employee’s separation
from service shall be accumulated and paid on the first business day after the
end of such six (6) month period or, if earlier, the date of Employee’s
death, and the remaining payments and benefits shall be paid on the date
otherwise provided in the Employment Agreement.


 


4.             Entire Agreement.  This Amendment and the Employment Agreement
constitute the entire agreement between the parties hereto with respect to the
matters referred to therein.  Except as
provided in this Amendment, the provisions of the Employment Agreement shall
remain in full force and effect.


 


2

















 


IN WITNESS WHEREOF, the Company has caused this
Agreement to be executed by its duly authorized officer and Employee has
hereunto set his hand as of the day and year first above written.


 


	
  COMPANY:

  	
  EMPLOYEE:

  
	
   

  	
   

  
	
  AmeriCold Logistics, LLC

  	
   

  
	
   

  	
   

  
	
  By:

  	
  /s/ Jozef Opdeweegh

  	
   

  	
  /s/ Neal J. Rider

  
	
  Name: Jozef Opdeweegh

  	
  Neal J. Rider

  
	
  Title: Chief Executive
  Officer

  	
   

  
	
   

  	
   

  
	
  Date:

  	
  April 12, 2010

  	
   

  	
  Date:

  	
  April 12, 2010

  
						



 


3