Exhibit 10.21
VERMONT PURE HOLDINGS, LTD.
CRYSTAL ROCK/VERMONT PURE
1050 BUCKINGHAM STREET
WATERTOWN, CONNECTICUT 06795
November 2, 2005
Name and Title _________________________
Address ________________________________
Address ________________________________
Re: Amendment to Indemnification Agreement
Dear ________:
Reference is made to the Indemnification Agreement dated as of November 1,
2002 (the "Agreement") by and between you and Vermont Pure Holdings, Ltd.
The parties to the Agreement desire to amend Sections 19 and 22 of the
Agreement to update information about notice, venue and jurisdiction.
Accordingly, in consideration of the mutual promises hereinafter set forth
and other good and valuable consideration, the receipt and adequacy of which are
hereby acknowledged, the parties hereby agree as follows:
1. Section 19 of the Agreement is hereby deleted in its entirety and the
following text is inserted in lieu thereof:
19. NOTICES. All notices, requests, demands and other communications
under this Agreement shall be in writing and shall be deemed duly given if
delivered by hand, sent by facsimile transmission with confirmation of
receipt, sent via a reputable overnight courier service with confirmation
of receipt requested, or mailed by domestic certified or registered mail
with postage prepaid and return receipt requested, to the Indemnified Party
at the address on the first page of this Agreement and to VPUR at the
address below (or at such other address for a party as shall be specified
by like notice), and shall be deemed given on the date on which delivered
by hand or otherwise on the date of receipt as confirmed:
Crystal Rock/Vermont Pure
1050 Buckingham Street
Watertown, Connecticut 06795
Attention: Peter Baker, Chief Executive Officer
+ Bruce MacDonald, Chief Financial Officer
Phone: 860-945-0661 x 3008
Fax: 860-945-6246
With a copy to:
Dean F. Hanley, Esq.
Foley Hoag LLP
155 Seaport Boulevard
Boston, Massachusetts 02210
Phone: 617-832-1000
Fax: 617-832-7000
2. Section 22 of the Agreement is hereby deleted in its entirety and the
following text is inserted in lieu thereof:
22. CONSENT TO JURISDICTION; CHOICE OF VENUE. VPUR and the Indemnified
Party each by this Agreement irrevocably consents to the jurisdiction of
the courts of Connecticut and the federal courts within Connecticut for all
purposes in connection with any action or proceeding which arises out of or
relates to this Agreement, and agrees that any such action or proceeding
shall be brought only in Hartford Superior Court, State of Connecticut, or
in United States District Court, District of Connecticut, sitting in
Hartford.
3. Except as expressly modified hereby, the Agreement is hereby ratified and
confirmed in all respects.
If the foregoing correctly sets forth our understanding, we would
appreciate your executing the enclosed counterpart of this letter and returning
it to us.
VERMONT PURE HOLDINGS, LTD.
By:
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Name:
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Title:
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Accepted and agreed to:
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INDEMNIFIED PARTY IDENTIFIED ON PAGE 1