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EXHIBIT 10.1
[JENNY CRAIG LETTERHEAD]
April 1, 1999
Mr. Jack F. O'Connor
3931 Palomar Drive
Fallbrook, CA 92028
Dear Jack:
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, and the other issues we discussed, upon your joining the Company:
1. Your position will be Vice President, Information Systems reporting directly
to me.
2. The duties for this position involve the oversight and responsibility for
the Company's Information Systems function including developing a corporate
vision and strategic plan which supports the company's business goals. Act
as the chairperson for the Y2K project. Develop company standards and
criteria for hardware and software systems and vendors at both the mainframe
and desktop levels. You will interact with all levels of management to
define and prioritize internal and external customer needs as well as
perform similar and incidental duties as required.
3. Your annual compensation will be one hundred and seventy thousand dollars
($170,000) per year payable on a bi-monthly basis (the 10th and the 25th).
Your reporting date is April 12, 1999. Your performance review will be every
April 12th. You will also be eligible to participate in the Company's
Executive Incentive Compensation Plan for fiscal year 2000, which will begin
on July 1, 1999.
4. You will receive an option to purchase twenty-five thousand (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
(4) year period in four (4) annual equal installments of twenty five percent
(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, e.g., group health,
life, disability, 401(k), upon your initial hire date you will begin
accruing PTO at the rate of 8 hours per pay period or 24 days per year to a
maximum of 36
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days. The Company may modify these plans as well as the written policies of
the Company from time to time.
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 (90) days
following a change of control of the Company, upon receipt of a general
release signed by you, you will receive a severance payment equal to your
then current annual salary payable in twelve (12) equal monthly
installments. Further, 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 one hundred
twenty (120) days in any consecutive twelve (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 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 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 to 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.
8. You and the Company agree that if either party alleges a violation of the
terms of this offer letter, or any other disagreements or disputes arise in
connection with this letter or your employment or termination of your
employment, any such disputes shall be settled exclusively by arbitration in
the City of San Diego by one or more experienced labor and employment law
arbitrator(s) licensed to practice law in California and selected in
accordance with the commercial arbitration rules of the American Arbitration
Association. This arbitration agreement includes, but is not limited to, any
claim based on state or federal laws regarding: age, sex, pregnancy, race,
color, national origin, marital status, religion, veteran status,
disability, sexual orientation, medical condition, or other
anti-discrimination or no-retaliation laws, including, without limitation,
Title VII, the Age Discrimination In Employment Act, the Americans With
Disabilities Act, the Equal Pay Act, and the California Fair Employment and
Housing Act, all as amended. You and the Company understand and agree that
they are both waiving any right to a jury trial based on these claims.
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The arbitrator(s) cannot have the power to modify any of the provisions of
this offer letter. The arbitrator(s) decision shall be final and binding
upon both you and the Company and judgment upon the award rendered by the
arbitrator(s) may be entered in any court having jurisdiction.
9. Should any provision of this agreement be declared or be determined by an
arbitrator or any court to be illegal or invalid, the validity of the
remaining parts, terms, or provisions shall not be affected thereby and said
illegal or invalid part, term or provision shall be deemed not to be a part
of this agreement.
10. This agreement does not restrict the Company's right to pursue claims and
obtain injunctive relief and/or other equitable relief, including but not
limited to claims for unfair competition and/or the use and/or unauthorized
disclosure of trade secrets or confidential information, as to which the
Company may seek and obtain relief from a court of competent jurisdiction.
Please sign this letter below and fax it to Roberta C. Baade, Vice President,
Human Resources 619-812-2713 prior to 5:00 P.M. on April 5, 1999 at which time
this offer will expire. A copy will be furnished to you when you report to work
on April 12, 1999. If you have any questions or concerns about this offer,
please don't hesitate to call me (619-812-2180) or Roberta (619-812-2130).
Jack, 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/ MICHAEL L. JEUB
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Michael L. Jeub
Accepted and agreed:
JACK O'CONNOR /s/ JACK O'CONNOR 4/5/99
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Print Name Signature Date
cc: Roberta C. Baade