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
