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Keurig Green Mountain, Inc. – ‘10-K’ for 9/28/13 – ‘EX-10.47’

On:  Wednesday, 11/20/13, at 4:17pm ET   ·   For:  9/28/13   ·   Accession #:  1047469-13-10696   ·   File #:  1-12340

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

11/20/13  Keurig Green Mountain, Inc.       10-K        9/28/13  118:14M                                    Toppan Merrill-FA

Annual Report   —   Form 10-K   —   Sect. 13 / 15(d) – SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                       HTML   1.24M 
 2: EX-10.46    Material Contract                                   HTML    146K 
 3: EX-10.47    Material Contract                                   HTML     48K 
 4: EX-21       Subsidiaries List                                   HTML     31K 
 5: EX-23       Consent of Experts or Counsel                       HTML     29K 
 6: EX-31.1     Certification -- §302 - SOA'02                      HTML     35K 
 7: EX-31.2     Certification -- §302 - SOA'02                      HTML     35K 
 8: EX-32.1     Certification -- §906 - SOA'02                      HTML     30K 
 9: EX-32.2     Certification -- §906 - SOA'02                      HTML     30K 
113: R1          Document and Entity Information                     HTML     57K  
74: R2          Consolidated Balance Sheets                         HTML    151K 
70: R3          Consolidated Balance Sheets (Parenthetical)         HTML     53K 
24: R4          Consolidated Statements of Operations               HTML     92K 
72: R5          Consolidated Statements of Comprehensive Income     HTML     84K 
53: R6          Consolidated Statements of Changes in Redeemable    HTML    111K 
                Noncontrolling Interests and Stockholders' Equity                
96: R7          Consolidated Statements of Cash Flows               HTML    182K 
54: R8          Nature of Business and Organization                 HTML     34K 
57: R9          Significant Accounting Policies                     HTML     85K 
25: R10         Acquisitions and Divestitures                       HTML     65K 
55: R11         Segment Reporting                                   HTML     97K 
95: R12         Inventories                                         HTML     41K 
87: R13         Fixed Assets                                        HTML     45K 
71: R14         Goodwill and Intangible Assets                      HTML     64K 
109: R15         Noncontrolling Interests                            HTML     47K  
92: R16         Product Warranties                                  HTML     38K 
21: R17         Long-Term Debt                                      HTML     59K 
29: R18         Derivative Financial Instruments                    HTML    105K 
108: R19         Fair Value Measurements                             HTML     58K  
112: R20         Income Taxes                                        HTML    100K  
115: R21         Stockholders' Equity                                HTML     56K  
111: R22         Employee Compensation Plans                         HTML     98K  
79: R23         Employee Retirement Plans                           HTML     33K 
26: R24         Deferred Compensation Plan                          HTML     35K 
52: R25         Accrued Expenses                                    HTML     38K 
36: R26         Commitments and Contingencies                       HTML     79K 
35: R27         Related Party Transactions                          HTML     33K 
59: R28         Earnings Per Share                                  HTML     43K 
78: R29         Unaudited Quarterly Financial Data                  HTML     62K 
90: R30         Subsequent Event                                    HTML     31K 
43: R31         Schedule II-Valuation and Qualifying Accounts       HTML     56K 
60: R32         Significant Accounting Policies (Policies)          HTML    172K 
101: R33         Acquisitions and Divestitures (Tables)              HTML     64K  
40: R34         Segment Reporting (Tables)                          HTML     98K 
85: R35         Inventories (Tables)                                HTML     44K 
86: R36         Fixed Assets (Tables)                               HTML     44K 
62: R37         Goodwill and Intangible Assets (Tables)             HTML     67K 
34: R38         Noncontrolling Interests (Tables)                   HTML     47K 
84: R39         Product Warranties (Tables)                         HTML     37K 
41: R40         Long-Term Debt (Tables)                             HTML     63K 
58: R41         Derivative Financial Instruments (Tables)           HTML    108K 
91: R42         Fair Value Measurements (Tables)                    HTML     50K 
47: R43         Income Taxes (Tables)                               HTML    107K 
80: R44         Stockholders' Equity (Tables)                       HTML     47K 
69: R45         Employee Compensation Plans (Tables)                HTML    101K 
39: R46         Accrued Expenses (Tables)                           HTML     38K 
99: R47         Commitments and Contingencies (Tables)              HTML     45K 
31: R48         Earnings Per Share (Tables)                         HTML     42K 
42: R49         Unaudited Quarterly Financial Data (Tables)         HTML     63K 
68: R50         Nature of Business and Organization (Details)       HTML     34K 
75: R51         Significant Accounting Policies (Details)           HTML     49K 
98: R52         Significant Accounting Policies (Details 2)         HTML     48K 
22: R53         Acquisitions and Divestitures (Details)             HTML     60K 
82: R54         Acquisitions and Divestitures (Details 2)           HTML    130K 
65: R55         Segment Reporting (Details)                         HTML     65K 
28: R56         Segment Reporting (Details 2)                       HTML     64K 
33: R57         Inventories (Details)                               HTML     48K 
73: R58         Inventories (Details 2)                             HTML     42K 
106: R59         Fixed Assets (Details)                              HTML     76K  
117: R60         Goodwill and Intangible Assets (Details)            HTML     38K  
116: R61         Goodwill and Intangible Assets (Details 2)          HTML     44K  
88: R62         Goodwill and Intangible Assets (Details 3)          HTML     56K 
46: R63         Goodwill and Intangible Assets (Details 4)          HTML     42K 
44: R64         Noncontrolling Interests (Details)                  HTML     55K 
83: R65         Product Warranties (Details)                        HTML     43K 
105: R66         Long-Term Debt (Details)                            HTML     40K  
27: R67         Long-Term Debt (Details 2)                          HTML     63K 
110: R68         Long-Term Debt (Details 3)                          HTML     38K  
48: R69         Long-Term Debt (Details 4)                          HTML     46K 
63: R70         Derivative Financial Instruments (Details)          HTML     42K 
61: R71         Derivative Financial Instruments (Details 2)        HTML     45K 
45: R72         Derivative Financial Instruments (Details 3)        HTML     56K 
56: R73         Derivative Financial Instruments (Details 4)        HTML     44K 
94: R74         Derivative Financial Instruments (Details 5)        HTML     41K 
77: R75         Fair Value Measurements (Details)                   HTML     42K 
17: R76         Income Taxes (Details)                              HTML     78K 
81: R77         Income Taxes (Details 2)                            HTML     77K 
18: R78         Income Taxes (Details 3)                            HTML     65K 
76: R79         Income Taxes (Details 4)                            HTML     55K 
32: R80         Income Taxes (Details 5)                            HTML     51K 
103: R81         Stockholders' Equity (Details)                      HTML     73K  
100: R82         Stockholders' Equity (Details 2)                    HTML     40K  
107: R83         Employee Compensation Plans (Details)               HTML     76K  
114: R84         Employee Compensation Plans (Details 2)             HTML     82K  
118: R85         Employee Compensation Plans (Details 3)             HTML     50K  
16: R86         Employee Compensation Plans (Details 4)             HTML     31K 
30: R87         Employee Compensation Plans (Details 5)             HTML     82K 
104: R88         Employee Compensation Plans (Details 6)             HTML     43K  
89: R89         Employee Retirement Plans (Details)                 HTML     51K 
97: R90         Deferred Compensation Plan (Details)                HTML     37K 
93: R91         Accrued Expenses (Details)                          HTML     51K 
19: R92         Commitments and Contingencies (Details)             HTML    127K 
49: R93         Commitments and Contingencies (Details 2)           HTML     29K 
50: R94         Commitments and Contingencies (Details 3)           HTML     44K 
64: R95         Related Party Transactions (Details)                HTML     33K 
51: R96         Earnings Per Share (Details)                        HTML     64K 
102: R97         Unaudited Quarterly Financial Data (Details)        HTML     53K  
38: R98         Subsequent Event (Details)                          HTML     34K 
20: R99         Schedule II-Valuation and Qualifying Accounts       HTML     47K 
                (Details)                                                        
67: XML         IDEA XML File -- Filing Summary                      XML    176K 
23: EXCEL       IDEA Workbook of Financial Reports                  XLSX    315K 
66: EXCEL       IDEA Workbook of Financial Reports (.xls)            XLS   1.80M 
10: EX-101.INS  XBRL Instance -- gmcr-20130928                       XML   2.99M 
12: EX-101.CAL  XBRL Calculations -- gmcr-20130928_cal               XML    420K 
13: EX-101.DEF  XBRL Definitions -- gmcr-20130928_def                XML   1.23M 
14: EX-101.LAB  XBRL Labels -- gmcr-20130928_lab                     XML   4.45M 
15: EX-101.PRE  XBRL Presentations -- gmcr-20130928_pre              XML   2.10M 
11: EX-101.SCH  XBRL Schema -- gmcr-20130928                         XSD    303K 
37: ZIP         XBRL Zipped Folder -- 0001047469-13-010696-xbrl      Zip    354K 


‘EX-10.47’   —   Material Contract


This Exhibit is an HTML Document rendered as filed.  [ Alternative Formats ]




Exhibit 10.47

 

 

Revised

July 9, 2013

 

Robert Ostryniec

2128 Grandeur Drive

Gibsonia, PA  15044

 

Dear Bob,

 

Congratulations, we are excited to extend you this offer of employment to join Green Mountain Coffee Roasters, Inc. (“GMCR”)! You will be joining our company at an exciting time. We are recognized as an industry leader for our award-winning coffees, innovative brewing technology and socially responsible business practices. We are proud of our great customers, products, services, and talented employees. We are excited that you are joining us to add your skills, experiences and creative ideas to our team.

 

This offer is for the full-time position of Chief Product Supply Officer, reporting to Brian Kelley, Chief Executive Officer. You will be based out of Reading, MA and travel regularly to Vermont and other business locations. Your first day of employment will be on a mutually agreed upon date.  The base salary will be $550,000.00 less applicable taxes and withholdings, paid on a bi-weekly basis.

 

You will be eligible to participate in our FY2013 Short-Term Incentive Program. Your FY2013 target bonus will be 85% of your base salary, prorated for your length of service during the fiscal year (our 2013 Fiscal Year began September 30, 2012). Any bonus that you may earn will be paid in accordance with the terms of the Green Mountain Coffee Roasters, Inc. Senior Executive Officer Short-Term Incentive Plan.

 

You will also be eligible to participate in our Long-Term Incentive Program (“LTIP”) under the Amended and Restated Green Mountain Coffee Roasters, Inc. 2006 Incentive Plan based on a targeted grant date value equal to 200% of your base salary, beginning with the Fiscal Year 2014 program and subject to approval by the Compensation and Organizational Development Committee of the Board of Directors.  Generally, our Stock Option and Restricted Stock Unit (RSUs) equity awards are scheduled to vest in four equal annual installments.  Performance Stock Units (PSUs) have separate terms.  The specific vesting schedule of any award that you may receive will be included in the award agreement evidencing the award.

 

 



 

As part of our offer, on your first day of employment you will be granted an inducement equity award of RSUs covering stock with a value of $1 million, determined based on the closing price of our stock on the award date.  These RSUs are scheduled to vest in four equal annual installments.  The specific vesting schedule of any award that you may receive will be included in the award agreement evidencing the award.

 

You will be eligible for a one time sign-on bonus of $150,000.00 (less applicable tax and other required withholdings) to be paid within thirty days of your date of hire. This is intended to be applied toward any expenses associated with your travel from Pittsburgh to Boston and housing/ living expenses in Boston through June 2014. All such expenses are your personal responsibility. This $150,000 must be repaid if you voluntarily terminate employment within twelve months of your start date.  All repayments to be made to GMCR in full within thirty (30) days of the date your employment terminates.

 

You will also be eligible for a relocation benefit as outlined in the Green Mountain Coffee Roasters, Inc. Policy Level 4 and more fully described in your offer package. We agree your relocation will be initiated and completed between June 2014 and September 2015. Should you voluntarily terminate your employment within twelve months of your date of completed relocation, the amounts spent on your behalf must be repaid by you in full within thirty (30) days of the date your employment terminates. Benefits will begin upon receipt of a signed copy of the attached Relocation Repayment Agreement in June 2014.

 

You will be scheduled to attend New Employee Orientation at our facility located at 5 New England Drive Essex, VT 05452. Upon arrival, you will be given more detailed information on your orientation activities.

 

If you accept our offer, as a new full-time employee, you will become eligible to participate in the company’s health and welfare and 401(k) benefit programs on the first day of the month following completion of 30 days of employment, subject to the terms and conditions of the plans. Highlights of our full-time benefits include Medical, Dental, Vision, Disability and Life Insurances, Flexible Spending Account, 401(k) and Employee Stock Purchase Plans. Specific details on the benefits plans and eligibility criteria will be provided to you during Orientation.

 

You will be eligible for 216 hours of Combined Time Off (CTO) annually. You may take 2 weeks of CTO in the balance of calendar 2013.

 

If your employment is involuntarily terminated by GMCR other than for cause, you shall receive twelve (12) months of base salary continuation as severance. To receive severance benefits, you will be required to sign and return to us a general release of claims in a reasonable and customary form we will provide within five (5) business days following such termination of

 



 

employment. Your severance payments will commence within five (5) business days following the date the release becomes effective (and no longer revocable), subject to the Green Mountain Coffee Roasters, Inc. 409A Release Policy.  If you become eligible to participate in the Company’s 2008 Change in Control Severance Benefit Plan and are eligible to receive payments under that plan, the terms of the plan will apply and you will not be eligible for the severance payments provided for in this letter.

 

To the extent applicable, it is intended that this offer letter and any compensation or benefits contemplated by it comply with the provisions of Section 409A of the Internal Revenue Code. This offer letter will be administered and interpreted in a manner consistent with this intent.

 

For purposes of this offer letter and any compensation or benefits contemplated by it, to the extent required to comply with the provisions of Section 409A, references to termination of employment will be construed to require a “separation from service” (as defined in Section 1.409A-1(h) of the Treasury regulations after giving effect to the presumptions contained therein).

 

To the extent required in order to avoid accelerated taxation and/or penalties under Section 409A, amounts that would otherwise be payable and benefits that would otherwise be provided pursuant to this offer letter or any plan or program referenced herein (if any) during the six month period immediately following termination of employment shall instead be paid on the first business day after the date that is six months following your termination of employment (or upon death, if earlier).

 

For purposes of this offer letter and any plan or program referenced herein, each amount to be paid or benefits to be provided to you pursuant to this offer letter shall be construed as a separate identified payment for purposes of Section 409A.

 

By your acceptance of this offer, you also agree to the following:

 

As long as I am employed by GMCR, I shall devote my full time and efforts to GMCR and shall not participate, directly or indirectly, in any capacity, in any business or activity that is in competition with GMCR. I shall not otherwise engage in any other business activity without obtaining the express written authorization of the Chief Legal Officer of GMCR.

 

For a period of one year after the cessation of my employment with GMCR for any reason or for no reason, I shall not directly or indirectly, whether on my own behalf, or as owner, manager, significant stockholder, consultant, director, officer, employee, or otherwise of any business entity, participate in the development or provision of goods or services which are similar to or

 



 

competitive with goods or services provided (or proposed to be provided) by GMCR without the express written authorization of the Chief Legal Officer of GMCR.

 

For a period of two years after the cessation of my employment with GMCR for any reason or for no reason, I shall not solicit, induce, attempt to hire, or hire any employee of GMCR, or assist in such hiring by any other person or business entity, or encourage any such Company employee to terminate his or her employment with GMCR.

 

This offer of employment is contingent upon satisfactory completion of a background investigation and a basic pre-employment medical examination to determine whether you can perform the essential functions of your position, with our without reasonable accommodation. In addition, as a condition of employment, the company is required, under current federal regulations to certify the legal status of all employees.  All employment at GMCR is contingent upon the employee presenting and maintaining authorization to work in the United States. Therefore, on your first day of employment, it will be important that you provide documentation providing both your identity and authorization to work in the United States.

 

Your employment with GMCR is on an “at-will” basis, meaning that, just as you are free to resign at any time, with or without any reason, and with or without prior notice, GMCR is free to end your employment at any time, with or without cause or any reason, and with or without prior notice. Although your employment will be at-will and this offer does not create a contract of employment or employment for a specified term, it is our hope that your acceptance of this offer will be just the beginning of a mutually beneficial relationship at GMCR.

 

This offer must be accepted in writing by August 4, 2013, and employment must commence by August 26, 2013. Please print, sign and return this offer to Linda Kazanova via email at Linda.Kazanova@gmcr.com, or fax it to (802) 264-3799, which is a confidential fax number.

 

We are delighted to have you join the team.

 

Sincerely,

 

 

 

/s/ Linda Kazanova

 

Linda Kazanova

 

Chief Human Resources Officer

 

 

 

 

 

Accepted:

 

 



 

Robert P. Ostryniec

 

/s/ Robert P. Ostryniec

(Print Full Name)

 

(Signature)

 

 

 

8/4/13

 

 

(Date)

 

 

 




Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘10-K’ Filing    Date    Other Filings
Filed on:11/20/138-K
For Period end:9/28/1310-K/A
8/26/133,  4
8/4/138-K
7/9/13
9/30/12
 List all Filings 


2 Subsequent Filings that Reference this Filing

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 7/02/14  SEC                               UPLOAD10/03/17    1:38K  Keurig Green Mountain, Inc.
 2/20/14  SEC                               UPLOAD10/03/17    1:162K Keurig Green Mountain, Inc.
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Filing Submission 0001047469-13-010696   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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