Exhibit 10.1


 


March 10,
2009


 


BY HAND


 


William P. Brick


Reddy Ice
Holdings, Inc.


8750 North
Central Expressway, Suite 1800


Dallas,
Texas  75231


 


Dear Bill:


 


This letter
agreement (this “Agreement”) will memorialize your irrevocable notice of
voluntary resignation of employment pursuant to Section 4.5 of that
certain Employment Agreement (the “Employment Agreement”) dated as of August 14,
2003, between Reddy Ice Corporation (as successor to Reddy Ice Group, Inc.)
(the “Company”) and you.  You, the
Company, and Reddy Ice Holdings, Inc. (“Holdings”) are collectively
referred to as the “Parties.”  Terms
having their initial letters capitalized and not otherwise defined herein shall
have the meaning ascribed them in the Employment Agreement.


 


In
consideration of the premises and mutual covenants contained herein (including
in the Exhibits hereto), and for other good and valuable consideration, the
Parties (intending to be legally bound hereby) agree as follows:


 


1.                                       Termination Date.  Consistent with your stated desires, the Term
of your employment will end effective on the earlier of (a) the completion
of the annual meeting of stockholders of Holdings, which is anticipated to be
held in May 2009, or (b) May 31, 2009 (such earlier date, the “Termination
Date”).


 


2.                                       Severance Payments.  As provided in Section 5.2 of the
Employment Agreement for voluntary termination by the Executive, no severance
payments will be payable in connection with the termination of your employment
on the Termination Date.  Nevertheless,
as provided in Section 5.2 of the Employment Agreement, you shall receive
all previously earned, accrued and unpaid Base Salary and benefits from the
Company and its employee benefit plans through and including the Termination
Date, including any such benefits under pension, disability and life insurance
plans, policies and programs applicable to the Company.


 


3.                                       Continuation of Healthcare Benefits.  As provided in Section 5.3 of the
Employment Agreement (and subject to the provisos thereof), the Company shall continue
to provide healthcare benefits for you and your dependents from the Termination
Date until you are age 65 at rates assessed for employees.  The Parties acknowledge that such healthcare
benefits are the Company’s medical and dental plans.


 

















 


4.                                       Restricted Stock Units.  With respect to the Restricted Share Units
awarded to you effective November 3, 2005, notwithstanding the terms of
the Restricted Share Unit Agreement dated as of November 3, 2005, between
Holdings and you (the “RSU Agreement”):


 


(a)                                  all
of the Performance Vested RSUs (as defined in the RSU Agreement) previously
awarded to you that have not vested as of the date hereof are forfeited on the
date hereof; and


 


(b)                                 all
of the unvested Time Vested RSUs (as defined in the RSU Agreement) previously
granted to you that are subject to vesting based on continuous employment to
and on August 12, 2009, will fully vest on August 12, 2009, as if you
were continuously employed to and including that date, notwithstanding the
termination of your employment with the Company on the Termination Date and
notwithstanding any inconsistent terms of the RSU Agreement (including Section 2(g) of
the RSU Agreement).


 


5.                                       Consulting Agreement; Release.  On the Termination Date, you shall execute
and deliver to the Company and Holdings, and each of Holdings and the Company,
as applicable, shall execute and deliver to you:


 


(a)                                  a
consulting agreement in the form attached as Exhibit A hereto, with
only such changes therein as are mutually agreed by the Parties (the “Consulting
Agreement”), which Consulting Agreement shall be for a term commencing on the
Termination Date and ending on December 31, 2009, with consulting fees of
$150,000 payable to you for such period; and


 


(b)                                 a
general release in the form attached as Exhibit B hereto, with only
such changes therein as are mutually agreed by the Parties (the “Release
Agreement”), pursuant to which you will release certain claims arising out of
or relating to your employment or the termination of your employment with the
Company.


 


6.                                       Legal Fees.  Promptly following execution of this
Agreement, the Company shall pay to your counsel on your behalf $7,500 in
connection with your legal fees and expenses relating to this Agreement, the
Consulting Agreement and the Release Agreement.


 


7.                                       Other Agreements.  Except as modified herein, the Employment
Agreement, the RSU Agreement, the Indemnification Agreements between you and
each of the Company (as successor to Reddy Ice Group, Inc.) and Holdings
effective August 14, 2003, and any other agreement between you and either
or both of the Company and Holdings shall continue in effect in accordance with
their terms, and the Parties will continue to be bound by all the provisions of
such agreements that by their terms or law survive the termination of your
employment with the Company, including Section 6 of the Employment
Agreement.


 


8.                                       No Waiver or Termination of Indemnification.  Nothing in this Agreement, the Consulting
Agreement, or the Release Agreement is intended to or shall be construed to
limit in any way your rights to indemnification by, or protection under
directors’ and officers’ liability insurance of, the Company, Holdings, or
their affiliates pursuant to any provision of their charter, bylaws, directors’
resolutions, indemnification agreement, insurance policies, or governing law.


 

















 


9.                                       Representations and Warranties.  Each of the Company and Holdings, jointly and
severally, represents and warrants that (i) the execution, delivery and
performance of this Agreement by the Company and Holdings has been fully and
validly authorized by all necessary corporate action; (ii) the officer
signing this Agreement on behalf of the Company is duly authorized to do so,
and the officer signing this Agreement on behalf of Holdings is duly authorized
to do so; (iii) the execution, delivery and performance of this Agreement
does not violate any applicable law, regulation, order, judgment or decree or
any agreement, plan or corporate governance document to which either of the
Company or Holdings is a party or by which it is bound; and (iv) upon
execution and delivery of this Agreement by the Parties, it will be the valid
and binding obligation of the Company and Holdings, enforceable against each of
them in accordance with its respective terms, except to the extent that
enforceability may be limited by applicable bankruptcy, insolvency or similar
laws affecting the enforcement of creditors’ rights generally.


 


10.                                 Miscellaneous.


 


(a)                                  This
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, except that Section 4 shall be governed by, and
construed in accordance with and subject to, the laws of the State of Delaware.


 


(b)                                 For
the purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement will be in writing and will be deemed given when
received by the party to be notified (a) when given in person and (b) on
the first day after delivery to Federal Express or other overnight courier,
postage prepaid, in each case at the address for the intended recipient as set
forth below:


 


If to you:                                               At
the address set forth on Exhibit C


 


If to the
Company or Holdings:


 


c/o Gilbert M.
Cassagne, Chief Executive Officer


Reddy Ice
Corporation


8750 North
Central Expressway, Suite 1800


Dallas, Texas
75231


 


(c)                                  Sections
6.3 (Severability of Covenants), 6.4 (Enforceability in Jurisdictions), 7.3
(Waivers and Amendments), 7.5 (Arbitration), 7.6 (Binding Effect; Benefit), 7.7
(Assignment), 7.8 (Number and Gender), and 7.9 (Withholding of Taxes) of the
Employment Agreement shall apply to this Agreement, the Consulting Agreement,
and the Release Agreement, with the necessary changes in points of detail so
that matters are generally the same but altered when necessary as to names and
the like.


 


(d)                                 The
use of the word “including” herein shall not be considered to limit the
provision that it modifies but instead shall mean “including, without
limitation.”


 

















 


(e)                                  This
Agreement may be executed in one or more counterparts, each of which will be
deemed to be an original but all of which together will constitute one and the
same instrument.


 


If the
foregoing terms are acceptable to you and consistent with our understanding,
please confirm your agreement by signing below and returning a signed copy.


 


	
   

  	
  Very truly
  yours,

  
	
   

  	
   

  
	
   

  	
  REDDY ICE
  CORPORATION

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gilbert
  M. Cassagne

  
	
   

  	
  Name:

  	
  Gilbert M.
  Cassagne

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer and President

  
	
   

  	
   

  	
   

  
	
   

  	
  REDDY ICE
  HOLDINGS, INC.

  
	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Gilbert
  M. Cassagne

  
	
   

  	
  Name:

  	
  Gilbert M.
  Cassagne

  
	
   

  	
  Title:

  	
  Chief
  Executive Officer and President

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Accepted and
  Agreed:

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  /s/ William
  P. Brick

  	
   

  	
   

  	
   

  
	
  WILLIAM P.
  BRICK

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:
  March 10, 2009