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EXHIBIT 10.2
May 10, 1999
Mr. Jim Kelly, Vice President & Controller
Jenny Craig International
11355 N. Torrey Pines Road
La Jolla, CA 92038
Dear Jim:
I am pleased to offer you, as part of your employment with Jenny Craig, a
Severance Agreement (Agreement) as described below. This offer is being made to
you in recognition of your service to the Company. Included in this letter are
the conditions for receiving this severance payment should that become
necessary. Please read this letter carefully before signing, keep the signed
original and return a copy of same to Roberta Baade.
AGREEMENT
1. Both you and the Company agree that this employment relationship is entirely
"at-will." "At-will" means that you are free to resign from the Company at
any time for any or no reason. Similarly, the Company shall have the right
to terminate your employment at any time, with or without cause, by written
notice to you.
2. 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, 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 your duties, 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. If employment is
terminated "for cause," then all compensation, benefits and rights under the
agreement, including the right to severance, will terminate.
3. 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 related to the operations, business or affairs of the Company.
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4. 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 ro entity to leave his or her employment with the
Company, terminate an independent contractor relationship with the Company
or terminate or reduce any contractual relationship with the Company.
5. 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 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. 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 non-retaliation laws,
including, without limitation, Title VII, the Age Discrimination In
Employment Act, the Americans With Disabilities Act, the Equal Pay Act, 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. The arbitrator(s) cannot have the power to
modify any of the provisions of the agreement.
6. 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.
7. 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.
Jim, this offer is being made to you in recognition of the contributions you
have made and will continue to make at Jenny Craig.
Regards,
/s/ PHILIP VOLUCK
Phil Voluck
President and Chief Operating Officer
ACCEPTED AND AGREED: JIM KELLY
/s/ JAMES S. KELLY 6/4/99
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Signature Date
cc: Roberta Baade