Jamba Juice 2015 Annual Report Download - page 94

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EXHIBIT 10.33
RELEASE AGREEMENT
This Release Agreement (this “Agreement”) is made and entered into between the undersigned (referred to herein as “Executive”) and Jamba Juice
Company, a California corporation (the “Company”), pursuant to the Executive Retention and Severance Plan adopted by Jamba, Inc. effective July 25, 2013
(the “Plan”).
1. Separation. Executive’s last day of work with the Company will be her employment termination date which will be no later than May 1, 2016
(such termination date, the “Separation Date”).
2. Accrued Salary and Vacation. On the Separation Date, the Company will pay Executive all salary and unused vacation through the Separation
Date, subject to standard payroll deductions and withholdings. Executive is entitled to these payments regardless of whether you sign this Agreement.
3. Consideration. In consideration for signing this release and an additional, substantially identical release setting forth the terms contained in
Sections 5, 6 and 7 of this Agreement, no earlier than the Separation Date and no later than 60 days after the Separation Date, and provided that Executive
does not revoke either release and complies with the other provisions as required by the Plan for receipt of Severance Benefits (as defined in the Plan), the
Company will provide Executive with the Severance Benefits provided pursuant to Section 4.1 of the Plan.
(a) Additional Consideration. For purposes of providing the Company an orderly transition, in addition to the Severance Benefits provided
pursuant to Section 4.1 of the Plan, the Company will provide the following additional consideration if Executive continues to work on a full-time basis and
be employed by Company through April 30, 2016 or such earlier Separation Date that the Company may otherwise determine and provide notice of same to
Executive.
(1) Accelerated Vesting of Equity Awards Subject to Board Approval
(i) Options. Notwithstanding any provision to the contrary contained in any plan or agreement evidencing an Option held by Executive,
subject to Board approval, the vesting and exercisability of each such Option shall be accelerated by twelve (12) months upon the Separation Date, subject to
Board approval.
(ii) Restricted Stock and Restricted Stock Units. Notwithstanding any provision to the contrary contained in any plan or agreement
evidencing Restricted Stock or Restricted Stock Units held by Executive, vesting of such Restricted Stock and Restricted Stock Units shall be accelerated by
twelve (12) months upon the Separation Date, subject to Board approval.
(iii) Performance Based Awards. Notwithstanding any provision to the contrary contained in any plan or agreement evidencing
performance based awards, if Executive is eligible to receive a performance based award on the Separation Date, vesting of such performance based award
shall be accelerated by twelve (12) months upon the Separation Date, subject to Board approval.
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