Prepared by MERRILL CORPORATION









Exhibit 10.44




 




 




October 9, 2001




 




 




Mr. Everett F. (“Jeff”) Jefferson




5914 Country Club Pkwy




San Jose, CA  95138




 




Dear Jeff:




 




On behalf of the Fresh Choice Board of Directors, I would like to offer

you the following employment agreement which supercedes all previous employment

agreements, either verbal or in writing, between you and Fresh Choice,

Inc.  The terms of the employment

agreement are as follows:




 




1.     Employment as President and Chief Executive

Officer of Fresh Choice, Inc. for a period of five years commencing as of

Tuesday, August 14, 2001 and ending on Friday, August 11, 2006.




 




2.     Upon your termination of employment at the

completion of the five year employment period you will be paid a total of one

year’s salary at your then current base salary rate, payable in one lump sum.




 




3.     Your current compensation, including base

salary, car allowance, and incentive pay, will remain as currently structured

during this employment period subject to periodic review by Fresh Choice’s

Board of Directors and/or Compensation Committee.




 




4.     You will receive an option to purchase

100,000 shares of Fresh Choice common stock at $2.90 per share, which was the

closing price on August 14, 2001 as reported by the NASDAQ National

Market.  This stock option will vest

over a four-year period (20% vested at the end of the first year and then 1/48th

each month thereafter).




 




5.     In the event the Company terminates your

employment without cause prior to August 11, 2006 you will be paid a total of

one year’s base salary (lump sum) as “severance”.  During the one year severance period if you choose to elect COBRA

continuation coverage pursuant to federal law, Fresh Choice shall pay a portion

of the COBRA premiums equal to the dollar amount the Company paid towards your

health care at the time of your termination.











 




Employment terminated by

the Company without cause is defined as: 1) a layoff approved by the Chairman

of the Board;  or (2) your voluntary or

involuntary termination in the event of a “Transfer of Control”1. 

Severance is not applicable for all other separations of employment,

including but not necessarily limited to voluntary resignations, mutually

agreeable separations, or separations for performance issues or any other

separation for cause.  If your

employment is voluntarily or involuntarily terminated due to a Transfer of

Control, your outstanding stock options will vest immediately.






















1 Transfer of Control shall mean

an Ownership Change in which the shareholders of the Control Company before

such Ownership Change do not retain, directly or indirectly, at least a

majority of the beneficial interest in the voting stock of the Control Company




 




6.     In the event you terminate your employment

prior to August 11, 2006, you agree to provide Fresh Choice six months advance

notice.  In return for your six months

advance notice of termination and provided you are continuously employed by

Fresh Choice for a period of one year from August 14, 2001,  Fresh Choice will pay you $75,000 gross sum

to assist you with your relocation expenses. 

The only other compensation due you upon your voluntary resignation will

be payment of your base salary and accrued vacation up through your termination

date.




 




7.     In the event of any dispute, claim or

controversy arising out of or in any way related to this employment agreement,

the interpretation of this employment agreement or the alleged breach thereof,

such dispute, claim or controversy shall be submitted by the parties to binding

arbitration provided by the American Arbitration Association in Santa Clara

County, California.




 




 




If the above employment agreement is acceptable to you, please sign

below indicating your acceptance. 

Before accepting the terms of this employment agreement, you are welcome

to have the agreement reviewed by your own counsel.  If you have any questions about this agreement, please let me

know.




 




Sincerely,




 




/S/ Charles A. Lynch




 




Charles A. Lynch




Chairman of the Board




 




	

  ACCEPTANCE:


  	

   


  	

  /S/ Everett F. Jefferson


  	

   


  	

  October 9, 2001


  
	

   


  	

   


  	

  Everett F. (“Jeff”) Jefferson


  	

   


  	

  Date