AMENDED, SHALL BECOME EFFECTIVE AS OF THE DATE OF APPROVAL BY THE
BOARD'S COMPENSATION COMMITTEE.
B.
DURING THE SEVERANCE PERIOD, IT IS UNDERSTOOD BY THE COMPANY AND
THE EMPLOYEE THAT THE EMPLOYEE SHALL NOT BE CONSIDERED AN EMPLOYEE OF THE
COMPANY AND, THEREFORE, SHALL NOT BE ELIGIBLE FOR ANY OTHER EMPLOYER-PROVIDED
BENEFITS INCLUDING BUT NOT LIMITED TO VACATION ACCRUAL, SICK DAYS, DISABILITY
BENEFITS, OR ANY OTHER BENEFIT PROGRAM IN WHICH ACTIVE EMPLOYEES OF THE COMPANY
MAY PARTICIPATE.
C.
THE EXECUTION OF THIS SEVERANCE AGREEMENT DOES NOT CONSTITUTE AN
EMPLOYMENT CONTRACT BETWEEN THE COMPANY AND THE EMPLOYEE OR AN AGREEMENT BY THE
COMPANY TO CONTINUE TO EMPLOY THE EMPLOYEE.
BY SIGNING THIS SEVERANCE
AGREEMENT, THE EMPLOYEE ACKNOWLEDGES THAT HIS EMPLOYMENT WITH THE COMPANY IS AND
CONTINUES TO BE "AT-WILL", AND THAT SUCH EMPLOYMENT MAY BE TERMINATED AT ANY
TIME WITH OR WITHOUT CAUSE.
D.
SUBJECT TO THE BENEFITS SET FORTH ABOVE, THE EMPLOYEE SHALL BE
ENTITLED TO NO FURTHER COMPENSATION FOR ANY DAMAGE OR INJURY ARISING OUT OF THE
TERMINATION OF THE EMPLOYEE'S EMPLOYMENT BY THE COMPANY.
E.
IN THE EVENT OF ANY DISPUTE, CLAIM OR CONTROVERSY ARISING OUT OF
OR IN ANY WAY RELATED TO THIS AGREEMENT, THE INTERPRETATION OF THIS 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.
F.
THIS AGREEMENT CONSTITUTES THE ENTIRE AGREEMENT BETWEEN THE
COMPANY AND THE EMPLOYEE REGARDING SEVERANCE PAY AND OTHER BENEFITS THAT ARE THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL AGREEMENTS PRIOR TO THE EFFECTIVE DATE
OF THIS AGREEMENT, WHETHER WRITTEN OR ORAL.
FRESH CHOICE RESERVES THE RIGHT TO
AMEND OR TERMINATE THIS AGREEMENT IN WHOLE OR IN PART UPON WRITTEN NOTIFICATION
TO THE EMPLOYEE.
G.
THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF CALIFORNIA APPLICABLE TO CONTRACTS MADE AND TO BE
PERFORMED HEREIN.
H.
THIS AGREEMENT SHALL BE BINDING ON THE COMPANY'S SUCCESSORS.
I.
AMOUNTS PAID TO THE EMPLOYEE SHALL BE SUBJECT TO ALL APPLICABLE
FEDERAL, STATE AND LOCAL WITHHOLDING TAXES.
J.
ALL PAYMENTS PROVIDED UNDER THIS AGREEMENT, OTHER THAN PAYMENTS
MADE PURSUANT TO A PLAN WHICH PROVIDES OTHERWISE, SHALL BE PAID IN CASH FROM THE
GENERAL FUNDS OF THE COMPANY.
IN WITNESS WHEREOF, the Company and Employee have executed this Agreement on
_______________ effective as of the day and year first above written.
This
Agreement may be executed in counter parts, each of which shall be deemed to be
an original but all of which shall constitute one and the same instrument.
"FRESH CHOICE"
"EMPLOYEE"
FRESH CHOICE, INC.,
a Delaware Corporation
By: