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EXHIBIT 10.13
[JENNY CRAIG LETTERHEAD]
June 4, 1997
Ms. Eileen Piersa
4609 Richey Road
Yakima, Washington 98908
Dear Ms. Piersa:
It's been a pleasure to work with you in a consulting capacity during the past
year at Jenny Craig. This letter will formalize our employment offer to you.
While your duties will involve achieving strategic plans and financial goals of
the Company, following is an outline of the specific responsibilities you will
assume, and the other issues we discussed, upon your joining the Company on or
before June 9, 1997.
1. Your position will be Vice President, Operations. You will report
directly to me.
2. The duties of this position involve responsibility for overall
operations, training, and profitability of the Company. You will
interact with management to define and prioritize organizational and
client needs in order to implement agreed upon programs and budgets.
3. Your annual compensation will be $145,000 per year payable on a
bi-monthly basis. You will also be eligible to participate in the
Company's Executive Incentive Compensation Plan for Fiscal Year 1998,
which begins on July 1, 1997.
4. You will receive an option to purchase 20,000 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 the options will be over a four year
period 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.
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5. Upon joining the Company, you will be afforded the same fringe benefit
opportunities as other senior executives in the Company, which will
include immediate health care benefits and vacation allowance not to
exceed three weeks per year.
6. It is the Company's intention to pay the necessary and reasonable
expense of relocating you and your family to the San Diego area. In
addition, at the start of your employment with the Company, you will
receive a one-time payment of $15,000 from the Company. If you leave
the Company's employment for any reason within twelve months from the
date of your employment, you agree to reimburse the Company $15,000.
7. 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.
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 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 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; 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. Notwithstanding anything
herein to the contrary, this paragraph # 8 shall not apply to Eileen
Piersa's involvement with Steve Dahl & Associates, Inc. and Piersa
Consulting.
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Eileen Piersa 4 June 1997
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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 San Diego, 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.
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.
Sincerely,
/s/ Janet Rheault
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Janet Rheault
Senior Vice President
Operations
Accepted and Agreed:
/s/ Eileen Piersa
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Signature Date