EX-10.1







	 	 	 	 	 



Exhibit 10.1




SEPARATION AGREEMENT AND GENERAL RELEASE





          This Separation Agreement and General Release Agreement is entered into this 3 day of
November, 2008 by and between Kathy Hollenhorst (hereinafter referred to as “HOLLENHORST”) and
Caribou Coffee Company, Inc., a Minnesota Corporation (hereinafter referred to as the “Company”).



          WHEREAS, HOLLENHORST’S employment with the Company shall terminate at the close of business on
December 10, 2008; and



          WHEREAS, HOLLENHORST and the Company want to fully and finally settle all issues differences
and claims whether potential or actual between them including but not limited to any claim that
might arise out of HOLLENHORST’S employment with the Company and the termination of such
employment.



          NOW THEREFORE in consideration of the mutual promises contained in this Agreement it is
agreement as follows:



          1. SEPARATION



          The parties agree that HOLLENHORST’S employment with the Company shall terminate on the close
of business December 10, 2008.



          2. SEPARATION PAYMENTS



          A. As a result of HOLLENHORST’S termination from employment as described in Section 1,
HOLLENHORST will receive in her final paycheck the following payments:



          (i) A final payroll check less applicable withholding; and



          (ii) An amount equal to her accrued but unpaid vacation pay, less applicable withholding.



          B. In consideration of and in complete and total settlement of the claims described below in
Section 3, Company shall pay HOLLENHORST an amount equal to her base salary at the last prevailing
salary rate equal to six (6) months, totaling $109,068.70, less applicable withholding. If
HOLLENHORST has not rescinded this Agreement pursuant to Section 4 herein, this amount will be paid
to HOLLENHORST in order to comply with Section 409A of the Internal Revenue Code in a lump sum,
less applicable withholding, six (6) months and one (1) day following December 10, 2008.



          C. Following completion of calendar year 2008, the Company shall calculate whether under the
2008 Bonus Plan for CEO, CFO, SVP, VP, Sr. Directors and Directors, HOLLENHORST would have earned
any bonus and pay HOLLENHORST an amount equal to 11/12 of any such bonus that would have otherwise
been earned. Any amount so calculated will be paid to HOLLENHORST on or before March 15, 2009.
HOLLENHORST shall not be eligible for any discretionary bonus that might otherwise be paid to other
executives of the company. The
eligibility for any bonus under this Section 2. C. shall have no effect upon any other
provisions of this Agreement.



 









 





          D. HOLLENHORST shall be allowed to keep her computer, printer and Blackberry after all
Company paid for software and data has been removed. HOLLENHORST shall be responsible for making
arrangements for any new voice or data plan for the Blackberry.



          3. RELEASE OF CLAIMS



          HOLLENHORST and the Company intend to settle any and all claims except for any Workers
Compensation claims made prior to December 10, 2008, that HOLLENHORST has or may have against the
Company as a result of the Company’s hiring of HOLLENHORST, HOLLENHORST’S employment with the
Company, and the cessation of HOLLENHORST’S employment with the Company. HOLLENHORST agrees that
in exchange for the Company’s promises specified in this Agreement and in exchange for additional
consideration to be paid to HOLLENHORST by the company as described above in Sections 2.B.
HOLLENHORST for herself, her heirs, successors and assigns, herby releases and discharges the
Company, its parent and affiliated companies, and each of their respective directors, officers,
agents, employees, successors and assigns all of whom are hereinafter sometimes referred to as
“releasees”, from any and all liability or damages arising out of her relationship with the
releasees through the date of signing this Agreement, whether known or unknown, foreseen or
unforeseen, and, to the maximum extent permitted by law, agrees not to institute any claims for
damages nor authorize or assist any other party, governmental or otherwise, to institute any claim
for damages via administrative or legal proceedings or otherwise against the Company or any of the
releasees for any such claim including, but not limited to, any claims arising under or based on
Title VII of the Civil Rights Act of 1964 (42 U.S.C. § 2000E et seq.); the Age
Discrimination in Employment Act (29 U.S.C § 621 et seq.); the Family and Medical Leave Act
(29 U.S.C. § 2601 et seq.); the Americans with Disabilities Act (42 U.S.C. § 12101 et
seq.), the law, regulation or ordinance of any state or local governmental unit; and any
contract, quasi contract, negligence or tort claims, whether for compensatory or punitive damages,
and whether developed or undeveloped, arising from or related to the company’s hiring of
HOLLENHORST, HOLLENHORST’S employment with the Company, and the cessation of HOLLENHORST’S
employment with the company, and including but not limited to attorney’s fees, related costs and
interest. HOLLENHORST and the Company agree that signing of this Agreement does not apply to and
shall not affect her right to enforce the terms of this Agreement, to seek remedy for breach of
this Agreement, to subsequently assert any claims arising from acts occurring solely after the
execution of this Agreement, or to file a charge with or participate in an investigation conducted
by the Equal Employment Opportunity Commission.



 









 





          4. RIGHT TO RESCIND



          HOLLENHORST has been informed of her right to rescind this Agreement as far as it extends to
potential claims under Minn. Stat. Ch. 363A by written notice to the Company within fifteen (15)
calendar days following her execution of the Agreement. To be effective, the rescission must be in
writing and delivered to the Company either by hand or mail within the fifteen (15) day period. If
delivered by mail, the rescission must be: (1) postmarked within the fifteen (15) day period; (2)
properly addressed to the Company as set forth in Section 14 hereof; and (3) sent by certified
mail, return receipt requested.



          HOLLENHORST has also been informed that the terms of this Agreement shall be open for
acceptance by her for a period of forty five (45) days, during which time she may consider whether
to accept the Company’s offers and execute this Agreement. HOLLENHORST understands that she is
free to sign and return the Agreement at any time within the 45-day period. The parties agree that
any changes in this Agreement made prior to signing, whether material or not, do not restart the
forty five (45) day period for consideration.



          It is understood the Company shall have no obligation under this Agreement whatsoever in the
event of such rescission, in whole or in part, by HOLLENHORST.



          5. NO RECOGNITION OF WRONGDOING



          The signing of this Agreement and payment of the money described in it do not represent any
admission of wrongdoing or violation of any statute, agreement, or common law by the Company.



          6. OUTPLACEMENT



          The following expiration of the rescission period set forth in Section 4, the Company agrees
to provide for nine months of career transition services through Career Partners International
should HOLLENHORST elect to take advantage of such services.



          7. CONFIDENTIALITY



          HOLLENHORST agrees to keep the terms and conditions of this Agreement confidential and not
disclose them to any person other than her attorney, accountant or spouse who shall each be advised
to keep such information confidential. HOLLENHORST represents that she has not disclosed the terms
and conditions of this Agreement to any person other than her attorney, accountant or spouse prior
to signing this Agreement.



 









 





          8. THIRD PARTY INQUIRIES



          In response to inquiries by third parties regarding the reasons for HOLLENHORST’S separation
from the Company, the parties will only state the dates of HOLLENHORST’S
employment and nothing further. HOLLENHORST will not grant interviews with any form of media
including, without limitation, internet, radio, television, newspaper, trade paper or other
publications regarding her separation from the company nor will she provide commentary on the
Company, its methods of operations or on any of its directors, officers or employees. If any such
inquires are made, HOLLENHORST will immediately notify the Vice President of Human Resources of the
Company.



          9. NON-DISCLOSURE



          HOLLENHORST agrees to hold in confidence and not to directly or indirectly reveal, disclose,
use or transfer any “Confidential Information” at any time hereafter to any person or entity and
covenants and represents that she has not done so heretofore. The term “Confidential Information”
means all information or material proprietary to the Company, its subsidiaries or affiliates and
not generally known, about which HOLLENHORST obtained knowledge of or access to through
HOLLENHORST’S relationship with the Company. “Confidential Information” includes, but is not
limited to, the following types of information and other information of similar nature whether or
not in writing: the Company’s, its subsidiaries’ or affiliates’ financial statements, financial
information, buying, marketing and pricing methods, plans and techniques; concepts, compilations,
know how, procedures, manuals; reports; lists of existing and contemplated clients, employees,
customers, products, services and supplies; the methods, products and services used and preferred
by specific clients and customer’s financial information, employee lists and other confidential
information entrusted by clients, customers and other third parties to the Company, its
subsidiaries and affiliates.



          HOLLENHORST agrees to promptly refer to any requests for Confidential Information he receives
to the Vice President of Human Resources of the Company.



          10. CONTROLLING LAW



          This Agreement shall be governed by and interpreted in accordance with the laws of the State
of Minnesota, without regard to conflicts of law provisions. This Agreement is made in Minnesota
and state or federal courts in Hennepin County, Minnesota shall have exclusive jurisdiction and
venue over any dispute arising hereunder.



          11. BREACH



          If HOLLENHORST breaches any of the agreements contained herein, all amounts paid to
HOLLENHORST pursuant to Section 2.B. shall be considered unearned, and at the option of the Company
and as consistent with applicable law, be forfeited and returned to the Company and
any amounts to be paid shall cease. This provision shall not prevent the Company from
pursuing its remedies and seeking damages for breach of this Agreement.



 









 





          12. ENTIRE AGREEMENT



          This Agreement contains all understandings and agreements between the parties concerning the
termination of HOLLENHORST’S employment with the Company. Except as specifically set forth herein,
it does not terminate or supersede any past employment obligations of HOLLENHORST to the Company
under any prior agreement or policy of the Company pertaining to confidentiality of information or
ownership of information, property, copyrights, inventions or other intellectual property of the
Company. Any modification of or addition to this Agreement must be in writing and signed by
HOLLENHORST and the Company.



          13. REPRESENTATION



          HOLLENHORST herby affirms and acknowledges that she has read the foregoing Agreement and fully
appreciates the meaning of the terms of this Agreement and their effect, and that she enters into
this Agreement freely and voluntarily. HOLLENHORST also affirms and acknowledges that the Company
has advised that she consult with an attorney prior to signing the Agreement.



          14. NOTICES



          All notices and other communication required or allowed under this Agreement will be in
writing and either delivered or sent by registered or certified mail, postage prepaid, unless
notice of different address is give, to:



	 	 	 
	          Company:

	 	Karen McBride
	 

	 	Vice President of Human Resources
	 

	 	Caribou Coffee Company, Inc.
	 

	 	3900 Lakebreeze Avenue N.
	 

	 	Minneapolis, MN 55429
	 
	 	 
	          With copy to:

	 	Dan E. Lee
	 

	 	General Counsel and Secretary
	 

	 	Caribou Coffee Company, Inc.
	 

	 	3900 Lakebreeze Avenue N.
	 

	 	Minneapolis, MN 55429






 









 






	 	 	 
	 
	 	 
	          Hollenhorst:

	 	KATHY HOLLENHORST
	 

	 	13985 Woodland Court
	 

	 	Becker, MN 55308






               To receive the consideration set forth in this Agreement, you must sign and return this
Agreement to the Company within 45 days after receiving it and not rescind within the 15-day period
described in Section 4.



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



	 	 	 	 	 	 	 
	 

	 	 	 	 	 	Caribou Coffee Company, Inc.
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	Kathy Hollenhorst	 	 	 	Name:
	 
	 	 	 	 	 	 
	 	 	 	 	 
	 
	 	 	 	 	 	 
	 

	 	 

	 	 	 	 
	 
	 	 	 	 	 	 
	Date

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