EXHIBIT 10.59
-------------
AMENDMENT TO
STOCK PURCHASE AND LOAN AGREEMENT
Reference is made to that certain Stock Purchase and Loan Agreement
(the "Original Loan Agreement"), dated as of December 21, 1998 by and between
ANNIE'S HOMEGROWN, INC. (the "Company"), a Delaware corporation and ▇▇▇ ▇.
▇▇▇▇▇▇ ("Key Employee").
This Amendment to the Original Loan Agreement is made as of November
__, 1999 by and between the Company and Key Employee. Capitalized terms not
defined in this Amendment shall have the meaning given to them in the Original
Loan Agreement.
BACKGROUND
----------
A. Key Employee and the Company entered into the Original Loan
Agreement to enable Key Employee to purchase shares of Company Common Stock
pursuant to options that previously were granted by the Company to Key Employee.
B. Pursuant to the Original Loan Agreement, Key Employee borrowed
$71,978.10 from the Company (the "Loan").
C. Key Employee and the Company wish to amend the Original Loan
Agreement as set forth herein.
AGREEMENT
---------
IN CONSIDERATION OF THE FOREGOING BACKGROUND AND THE MUTUAL AGREEMENTS
OF THE PARTIES SET FORTH IN THIS AMENDMENT, THE COMPANY AND KEY EMPLOYEE AGREE
AS FOLLOWS:
SECTION 1. AMENDMENT TO ACCELERATION CLAUSE.
(A) Key Employee and Company hereby amend the Original Loan
Agreement to strike the first sentence of Section 8.4, and to replace that
sentence with the following text:
In the event that (x) the Company exercises its right to buy
back the Shares from Key Employee pursuant to Section 8.1 of
this Agreement, and (y) the Key Employee's employment has been
terminated for Good Cause (other than as a result of her death
or by her voluntary termination), then any outstanding
Principal Amount and any applicable Interest will be
immediately due and payable and shall be applied against
amounts due to Key Employee for purchase of Shares.
(B) Key Employee and Company hereby amend the Original Loan
Agreement to strike the word "either" in the second sentence of 8.4, and replace
that phrase with "(but is not obligated to)".
A. THE PURPOSE OF THIS SECTION IS TO WAIVE THE COMPANY'S RIGHT TO
ACCELERATE THE MATURITY DATE OF THE LOAN IN THE EVENT THAT THE
KEY
EMPLOYEE IS TERMINATED AS A RESULT OF HER DEATH, BY HER
VOLUNTARY TERMINATION OR OTHERWISE NOT FOR GOOD CAUSE.
SECTION 2. RATIFICATION. In all other respects, the Original Loan
Agreement is hereby ratified and confirmed.
SECTION 3. COUNTERPARTS. This Amendment may be executed in counterparts,
each of which will be considered an original and each of which will constitute
one and the same document.
IN WITNESS WHEREOF, this Amendment has been executed as of the date
first set forth above.
ANNIE'S HOMEGROWN, INC.
By: /s/ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
------------------------------
▇▇▇▇ ▇. ▇▇▇▇▇▇▇, President and
Chief Operating Officer