Exhibit 10.32

 

                               FIRST AMENDMENT TO

                              EMPLOYMENT AGREEMENT

 

         This FIRST AMENDMENT TO THE EMPLOYMENT AGREEMENT by and among Dreyer's

Grand Ice Cream, Inc., a Delaware corporation (the "Company") and T. Gary Rogers

(the "Executive"), dated as of June 16, 2002 (the "Agreement"), is dated as of

July 21, 2003.

 

         WHEREAS, the Company, Dreyer's Grand Ice Cream Holdings, Inc. (formerly

known as New December, Inc.), a Delaware corporation ("New Dreyer's") and wholly

owned subsidiary of the Company, December Merger Sub, Inc., a Delaware

corporation and wholly owned subsidiary of New Dreyer's, Nestle Holdings, Inc.,

a Delaware corporation ("Nestle") and NICC Holdings, Inc., a Delaware

corporation and wholly owned indirect subsidiary of Nestle ("NICC") have entered

into an Agreement and Plan of Merger Contribution, dated as of June 16, 2002 (as

such agreement may hereafter be amended, the "Merger Agreement"), pursuant to

which, among other things, the Company and NICC have become wholly owned

subsidiaries of New Dreyer's effective as of June 26, 2003; and

 

         WHEREAS, the Company and the Executive have entered into the Agreement

to provide for the employment of the Executive by the Company, and the Executive

wishes to serve the Company, in the capacities and on the terms and subject to

the conditions set forth in the Agreement; and

 

         WHEREAS, in view of the fact that the Effective Time of the Merger (as

defined in the Merger Agreement) occurred later than originally anticipated, the

Company and the Executive agree that it is appropriate to amend the Agreement as

set forth in this First Amendment; and

 

         WHEREAS, Section 9(c) of the Agreement requires that the Company cause

New Dreyer's to become a party to and co-obligor under the Agreement;

 

         NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:

 

         1.       Vesting of Deferred Options. Section 1(b) of the Agreement is

hereby amended to read as follows:

 

                           In consideration for the protections afforded to the

                  Executive under this Agreement, the Executive hereby waives

                  the vesting of the Deferred Options (as defined below) that

                  has occurred or may hereafter occur solely as a result of the

                  applicability of the change-of-control provisions of Section

                  11 of the Company's Stock Option Plan (1993) (the "Option

                  Plan") upon the approval of the Merger Agreement by the Board

                  of Directors of the Company (the "Board") and/or the

                  transactions contemplated by the Merger Agreement, and agrees

                  that the Deferred Options shall vest in accordance with the

                  schedule set forth in Exhibit A hereto, subject to the terms

                  of the Deferred Options, the Option Plan and the provisions of

                  Sections 4(a)(iv), 4(b)(iii) and 4(c)(v) of this Agreement.

                  Notwithstanding the foregoing, if the Merger Agreement is

                  terminated as a result of a Change in Control occurring before

                  the Effective Time of the Merger: (i) such waiver and the

                  preceding sentence shall be void unless expressly reaffirmed

                  as contemplated by Section 1(a) above; and (ii) if such

                  reaffirmation occurs, the Deferred Options

 

<PAGE>

 

                  shall vest in three equal annual installments on each of the

                  first three anniversaries of the Agreement Effective Date,

                  with each such annual installment including a pro-rata portion

                  of each separate grant of Deferred Options. The "Deferred

                  Options" means those stock options that have been granted to

                  the Executive under the Option Plan that are outstanding on

                  the date of this Agreement that would not be vested on the

                  date of this Agreement, absent the fact that approval of the

                  Merger Agreement by the Board caused them to vest pursuant to

                  Section 11 of the Option Plan. In addition, the Executive

                  consents to the treatment of his options to purchase Company

                  common stock provided for in Section 2.11(e) of the Merger

                  Agreement. Except as provided otherwise in this Agreement or

                  the Merger Agreement, the Deferred Options shall continue to

                  be subject to the Option Plan and the terms of the underlying

                  award agreement, including without limitation the provision

                  that vested Deferred Options will remain exercisable for at

                  least three months following any termination of the

                  Executive's employment for any reason, whether during or after

                  the end of the Employment Period (but not after the expiration

                  of the original option term).

 

         2.       New Dreyer's. New Dreyer's acknowledges that, as required by

Exection 9(c) of the Agreement: (a) as of the Effective Time of the Merger on

June 26, 2003, New Dreyer's has become an additional party to the Agreement and

a co-obligor with respect to the obligations of the Company under the Agreement;

and (b) from and after the Effective Time of the Merger, the references in

Section 3(b) and 3(c) of the Agreement to the "Board" shall be deemed to refer

to the Board of Directors of New Dreyer's, and all references in the Agreement

to the Company shall be deemed to refer to both the Company and New Dreyer's.

 

         3.       Agreement Ratified. The Agreement is ratified and confirmed

without amendment, except as specifically provided above.

 

         4.       Counterparts. This First Amendment may be executed

simultaneously in two counterparts, each of which shall be deemed an original

but which together shall constitute one and the same instrument.

 

<PAGE>

 

         IN WITNESS WHEREOF, the Executive has hereunto set the Executive's hand

and, pursuant to the authorization from their respective boards of directors,

the Company and New Dreyer's each has caused these presents to be executed in

its name on its behalf, all as of the day and year first above written.

 

                                         /s/  T. Gary Rogers

                                   ---------------------------------------------

                                                    T. GARY ROGERS

 

                                    DREYER'S GRAND ICE CREAM, INC.

 

                                    By:      /s/  T. Gary Rogers

                                         ---------------------------------------

                                         Name:      T. Gary Rogers

                                         Title:     Chairman of the Board

                                                    and Chief Executive Officer

 

                                    DREYER'S GRAND ICE CREAM HOLDINGS, INC.

 

                                    By:      /s/  T. Gary Rogers

                                         ---------------------------------------

                                         Name:      T. Gary Rogers

                                         Title:     Chairman of the Board

                                                    and Chief Executive Officer