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EXHIBIT 10.10
BONUS COMPENSATION AGREEMENT
THIS BONUS
COMPENSATION AGREEMENT (this "Agreement") is made and entered
into as of June 29, 2005, between Caribou
Coffee Company, Inc., a Minnesota
corporation (the "Company"), and Michael J.
Coles, an individual resident of the
State of Georgia ("Employee").
RECITALS :
WHEREAS,
the Company and Employee are parties to that certain Employment
Agreement dated as of May 30, 2003 (the
"Existing Employment Agreement");
WHEREAS,
the Company and Employee desire to amend and restate the
Existing
Employment Agreement in the form of a new
employment agreement, dated the date
hereof (the "Restated Employment
Agreement"), which agreement shall provide the
terms and conditions upon which Employee
shall serve as an employee of the
Company on or after the effective date of
the Restated and Employment Agreement;
and
WHEREAS,
in consideration for the Employee entering into the Restated
Employment Agreement, the Company desires
to issue to the Employee the Bonus (as
defined in Section 1 hereof);
AGREEMENT
NOW
THEREFORE, in consideration of the promises and mutual agreements
set
forth in this Agreement, and other good and
valuable consideration, the receipt
and sufficiency of which are hereby
acknowledged, the parties hereto agree as
follows:
SECTION 1.
BONUS COMPENSATION AWARD. The Company and Employee hereby agree
that, upon Executive's execution and
delivery of each of the Restated Employment
Agreement, this Agreement and the
Instrument of Adherence (as set forth in
Section 3 hereof), the Company shall (a)
deliver to Employee's account pursuant
to the wire transfer instructions attached
hereto as Exhibit A a lump sum cash
payment of $750,000 in immediately
available funds (subject to any withholding
obligations as set forth in Section 4 of
this Agreement) (the "Cash Award") and
(b) issue to Employee 75,000 shares of the
Company's common stock, par value
$0.01 per share (the "Bonus Shares;"
together with the Cash Award, the "Bonus").
SECTION 2.
STOCK CERTIFICATE. The Company shall issue a stock certificate
in the name of Employee dated the date
hereof representing the Bonus Shares.
Employee acknowledges and understands that
the certificate representing the
Bonus Shares will bear a legend to the
following effect unless the Company
determines otherwise in compliance with
applicable law:
"THE
SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN
REGISTERED
UNDER ANY
STATE SECURITIES LAWS OR UNDER
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THE U.S.
SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT"), IN
RELIANCE
UPON VARIOUS EXEMPTIONS THEREFROM. THESE SECURITIES HAVE BEEN
ACQUIRED
FOR INVESTMENT FOR THE REGISTERED OWNER'S OWN ACCOUNT AND NOT
WITH A
VIEW TO, OR IN CONNECTION WITH, THE SALE, TRANSFER OR OTHER
DISTRIBUTION THEREOF. NO SUCH SALE, TRANSFER OR OTHER DISPOSITION
MAY BE
EFFECTED,
NOR WILL ANY ASSIGNEE OR TRANSFEREE THEREOF BE RECOGNIZED BY
THE
CORPORATION, WITHOUT AN EFFECTIVE REGISTRATION STATEMENT RELATED
THERETO
OR A
NOTICE FROM THE CORPORATION THAT SUCH REGISTRATION IS NOT
REQUIRED
UNDER THE
SECURITIES ACT, OR ANY APPLICABLE STATE OR OTHER SECURITIES
LAWS
OR OTHER
APPLICABLE U.S. OR NON-U.S. LAWS OF SIMILAR IMPORT.
THE
SECURITIES REPRESENTED HEREBY ARE SUBJECT TO CERTAIN RIGHTS,
RESTRICTION
