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EXHIBIT 10.35
[JENNY CRAIG LOGO] International Headquarters
445 Marine View Avenue
Suite 300
Del Mar, CA 92014-3950
C. Joseph La Bonte
President
Chief Executive Officer
April 26, 1996
Mr. William K. Dix
6879 Fairway Road
La Jolla, CA 92037
Dear Ken:
It's been a pleasure to meet with you regarding the opportunities and challenges
at Jenny Craig, and this letter will formalize our employment offer to you.
While your duties will involve the broad spectrum of Jenny Craig Inc's business,
the following is an outline of the specific responsibilities you will assume
upon your joining the Company:
1. Your position will be Vice President/General Counsel.
2. The duties of this position involve oversight and responsibility for
the Company's legal affairs and will include coordinating internal
legal counsel assistance and the services of outside counsel. This
position will have dual reporting to the CEO and CFO and will interact
with all levels of management.
3. Your annual compensation will be $140,000 per year payable on a
bi-monthly basis. You will also become eligible to participate in any
executive incentive plan which may exist for vice presidents for fiscal
year 1997, which begins on July 1, 1996.
4. You will receive an option to purchase 25,000 shares of common stock of
the Company in concert with the Company's Stock Option Plan. The option
price will be the average of the high and low price for a share of JCI
common stock on the New York Stock Exchange on the day you begin your
employment. The vesting period for options will be over a four year
period
[SHAPE-UP AMERICA LOGO]
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Mr. William K. Dix
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in four annual equal installments of 25%, the first of which will vest
on the first anniversary of your employment with the Company. If your
employment is terminated by the Company without cause, all options not
then exercisable will become exercisable.
5. Upon joining the Company you will be afforded the same fringe benefit
opportunities as other senior executives in the Company.
6. The Company shall have the right to terminate your employment at any
time, with or without cause, by written notice to you. If your
employment is terminated by the Company without cause, or by you within
ninety days following a change of control of the Company, you will
receive a severance payment equal to your then current annual salary
payable in 12 equal monthly installments. If your employment is
terminated, all compensation, benefits, and rights you may have under
this agreement will terminate on the date of termination of employment,
except your right to receive the severance payment described above and
your rights under the Company's Stock Option Plan. For purposes of this
agreement, "cause" shall mean your death, disability (the inability to
perform services for a period of 120 days in any consecutive 12 month
period), a breach of this agreement or your duty of loyalty to the
Company, willful misconduct or negligence in the performance of the
duties contemplated hereby, your conviction of a felony, or conduct by
you which brings you or the Company into public disrepute, or which
could have a substantial adverse effect on the Company or its business.
7. You will assume your responsibilities here at Jenny Craig during the
week of May 20, 1996.
8. You agree that at all times, both during and after your employment by
the Company, you will not use or disclose to any third party any
information, knowledge or data not generally known to the public which
you may have learned during your employment by the Company which
relates to the operations, business or affairs of the Company. You
agree to comply with all procedures which the Company may adopt from
time to time to preserve the confidentiality of any information and
immediately following termination of your employment to return to the
Company all materials created by you or others which relate to the
operations, business or affairs
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Mr. William K. Dix
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of the Company. You agree that for a period of two (2) years following
termination of your employment you will not, directly or indirectly (a)
employ or engage as an independent contractor or seek to employ, engage
or retain any person who, during any portion of the two (2) years prior
to the date of termination of your employment was, directly or
indirectly, employed as an employee, engaged as an independent
contractor or otherwise retained by the Company; or (b) induce any
person or entity to leave his employment with the Company, terminate an
independent contractor relationship with the Company or terminate or
reduce any contractual relationship with the Company.
9. Any controversy or dispute arising out of or relating to this
agreement, or the interpretation thereof, shall be settled exclusively
by arbitration conducted in Los Angeles, California before one or more
arbitrators in accordance with the commercial arbitration rules of the
American Arbitration Association then in effect and with discovery
permitted by both parties in accordance with Section 1283.05 of the
Code of Civil Procedure of the State of California or any successor
thereto, subject to such modification as may be directed by the
arbitrator. The award of the arbitrator(s) shall be final and binding
and judgment may be entered on the arbitrator's award in any court
having jurisdiction. In the event of any such arbitration (or if legal
action shall be brought in connection therewith), the party prevailing
in such proceeding shall be entitled to recover from the other party
the reasonable costs thereof, including reasonable attorney and
accounting fees.
Ken, we are looking forward to your joining Jenny Craig and the experience and
knowledge you will bring in helping us achieve new heights. I personally look
forward to working with you and to having your assistance in the many challenges
ahead.
Warm regards,
ACCEPTED AND AGREED:
/s/ William K. Dix
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C. Joseph LaBonte Signature Date
President and
Chief Executive