# **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 offeryou the following employment agreement which supercedes all previous employmentagreements, either verbal or in writing, between you and Fresh Choice,Inc.  The terms of the employmentagreement are as follows:

 

1.     Employment as President and Chief ExecutiveOfficer of Fresh Choice, Inc. for a period of five years commencing as ofTuesday, August 14, 2001 and ending on Friday, August 11, 2006.

 

2.     Upon your termination of employment at thecompletion of the five year employment period you will be paid a total of oneyear’s salary at your then current base salary rate, payable in one lump sum.

 

3.     Your current compensation, including basesalary, car allowance, and incentive pay, will remain as currently structuredduring this employment period subject to periodic review by Fresh Choice’sBoard of Directors and/or Compensation Committee.

 

4.     You will receive an option to purchase100,000 shares of Fresh Choice common stock at $2.90 per share, which was theclosing price on August 14, 2001 as reported by the NASDAQ NationalMarket.  This stock option will vestover a four-year period (20% vested at the end of the first year and then 1/48theach month thereafter).

 

5.     In the event the Company terminates youremployment without cause prior to August 11, 2006 you will be paid a total ofone year’s base salary (lump sum) as “severance”.  During the one year severance period if you choose to elect COBRAcontinuation coverage pursuant to federal law, Fresh Choice shall pay a portionof the COBRA premiums equal to the dollar amount the Company paid towards yourhealth care at the time of your termination.

 

Employment terminated bythe Company without cause is defined as: 1) a layoff approved by the Chairmanof the Board;  or (2) your voluntary orinvoluntary 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, mutuallyagreeable separations, or separations for performance issues or any otherseparation for cause.  If youremployment is voluntarily or involuntarily terminated due to a Transfer ofControl, your outstanding stock options will vest immediately.

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1 Transfer of Control shall meanan Ownership Change in which the shareholders of the Control Company beforesuch Ownership Change do not retain, directly or indirectly, at least amajority of the beneficial interest in the voting stock of the Control Company

 

6.     In the event you terminate your employmentprior to August 11, 2006, you agree to provide Fresh Choice six months advancenotice.  In return for your six monthsadvance notice of termination and provided you are continuously employed byFresh Choice for a period of one year from August 14, 2001,  Fresh Choice will pay you $75,000 gross sumto assist you with your relocation expenses. The only other compensation due you upon your voluntary resignation willbe payment of your base salary and accrued vacation up through your terminationdate.

 

7.     In the event of any dispute, claim orcontroversy 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 bindingarbitration provided by the American Arbitration Association in Santa ClaraCounty, California.

 

 

If the above employment agreement is acceptable to you, please signbelow indicating your acceptance. Before accepting the terms of this employment agreement, you are welcometo have the agreement reviewed by your own counsel.  If you have any questions about this agreement, please let meknow.

 

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            |