Change In Control Agreement

EXHIBIT 10.7


CHANGE IN CONTROL AGREEMENT


THIS AGREEMENT, dated September 16, 1994, by and between: AQUAPENN SPRING WATER COMPANY, a Pennsylvania Business Corporation (the "Company"),


-AND-


GEOFFREY F. FEIDELBERG (the "Employee").


Recitals


A. Employee is an executive of the Company with significant policy-making and operational responsibilities in the conduct of its business.


B. The Company recognizes that Employee is a valuable resource for the Company and the Company desires to be assured of the continued service of Employee.


C. The Company is concerned that upon a possible or threatened change in control, Employee may have concerns about the continuation of his employment and/or his status and responsibilities and may be approached by others with employment opportunities, and desires to provide Employee some assurance as to the continuation of his employment status and responsibilities on a basis consistent with that which he has earned in the event of such possible or threatened change in control.


D. The Company desires to assure that if a possible change of control situation should arise and Employee should be involved in deliberations or negotiations in connection therewith that Employee will be in a secure position to consider and/or negotiate such transaction as objectively as possible and without implied threat to his financial well-being.


E. The Company is concerned about the possible effect on Employee of the uncertainties created by any proposed change in control of the Company.


F. Employee is willing to continue to serve the Company but desires that in the event of such a change in control he will continue to have the responsibility, status, income, benefits and perquisites that he received immediately prior to that event.


NOW THEREFORE, the parties hereto, intending to be legally bound, agree as follows:


1. Change in Control. The provisions of Section 2 and 3 of this Agreement shall become operative upon a "change in control" of the Company, as hereinafter defined. For purposes of this Agreement, a "change in control" shall be deemed to have occurred if and when:


(a) Any person or group of persons acting in concert shall,
subsequent to the date of this Agreement, have acquired ownership of
or the right to


vote or to direct the voting of shares of capital stock of the Company
representing thirty (30%) percent or more of the total voting power of
the Company, or


(b) The Company shall have merged into or consolidated with
another corporation, or merged another corporation into the Company,
on a basis whereby less than fifty (50%) percent of the total voting
power of the surviving corporation is represented by shares held by
former shareholders of the Company prior to such merger or
consolidation, or


(c) The Company shall have sold more than fifty (50%)
percent of its assets to another corporation or other entity or
person, or


(d) As the result of, or in connection with, any cash tender
or exchange offer, merger or other business combination, sale of
assets or contested election, the persons who were Directors of the
Company before such transaction cease to constitute a majority of
Directors of the Company.


2. Termination Within One (1) Year. In the event that the employment of Employee with the Company is terminated involuntarily within one (1) year after a change in control occurs:


(a) Employee shall be entitled to receive an amount of cash
equal to the sum of the following amounts:


(i) one (1) times his annual salary at his rate on the date
of termination of employment; and


(ii) one (1) times the Company's annual retirement plan
contribution at the Employee's contribution rate on the
termination of his employment (subject to applicable limitations
...