AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
▇▇▇▇-▇▇▇▇▇▇▇▇▇ FOODS CO.
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
This Amendment No. 1 to Employment Agreement (this "Amendment") is entered
into by and between ▇▇▇▇-▇▇▇▇▇▇▇▇▇ Foods Co. ("CGF") and ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
("▇▇. ▇▇▇▇▇▇▇"), and is dated as of _____________ __, 1998.
WHEREAS, CGF and ▇▇. ▇▇▇▇▇▇▇ have entered into that certain Employment
Agreement (the "Original Employment Agreement"), made as of August 7, 1996; and
WHEREAS, CGF and ▇▇. ▇▇▇▇▇▇▇ desire to amend the severance provisions of
the Original Employment Agreement and add provisions to the Original Employment
Agreement confirming payment of accrued salary and bonus upon termination of
employment.
NOW, THEREFORE, in consideration of the premises and the covenants and
agreements herein contained and intending to be legally bound hereby, CGF and
▇▇. ▇▇▇▇▇▇▇ hereby agree as follows:
Section 1. AMENDMENT OF SECTION 3(f) OF THE ORIGINAL EMPLOYMENT AGREEMENT.
Section 3(f) of the Original Employment Agreement shall be amended as follows:
a. The following sentences shall be added immediately after the heading
"▇. ▇▇▇▇▇▇▇▇▇":
"If, within twelve (12) months after the consummation of a Change of
Control, CGF terminates ▇▇. ▇▇▇▇▇▇▇'▇ employment with CGF for any
reason other than for Just Cause or ▇▇. ▇▇▇▇▇▇▇ terminates his
employment with CGF for any reason, CGF shall pay to ▇▇. ▇▇▇▇▇▇▇ as
severance pay a cash payment in an amount equal to the Severance
Amount. The Severance Amount shall be payable within two (2) business
days of the termination of employment. For purposes of this section
3(f), "Severance Amount" means the difference between (i) two (2)
times the amount of the annual salary ▇▇. ▇▇▇▇▇▇▇ was entitled to
receive immediately prior to the consummation of the Change of Control
(the "Annual Salary") and (ii) the portion of the Annual Salary earned
by ▇▇. ▇▇▇▇▇▇▇ between the date of the consummation of the Change of
Control and the date of the termination of employment. For purposes
of this section 3(f), "Change of Control" means the consummation of
any of the following events on or before June 30, 1999: (i) any sale,
transfer or other conveyance, whether direct or indirect, of all or
substantially all of the assets or the outstanding common stock of CGF
and its subsidiaries, on a consolidated basis, in one transaction or a
series of related transactions; (ii) the acquisition by any "Person"
or "group" (as such terms
are used for purposes of Sections 13(d) and 14(d) of the Securities
Exchange Act of 1934, as amended, whether or not applicable) of beneficial
ownership of 35% of outstanding shares of common stock of CGF; or (iii) a
reorganization, merger (not including a merger to effectuate a
reincorporation of CGF) or consolidation of CGF as a result of which the
outstanding securities of CGF are exchanged for or converted into cash,
property and/or securities not issued by CGF."
b. The first sentence of Section 3(f) of the Original Employment
Agreement shall be amended to delete the word "If" at the beginning of such
sentence and to add the following phrase to the beginning of such sentence:
"If, twelve (12) or more months after the consummation of a Change in
Control or at any time on or after June 30, 1999 if no Change of
Control has occurred,"
c. The phrase "the Company" in the last sentence of Section 3(f) shall be
replaced with the term "CGF" in each instance in which such phrase occurs.
Section 2. AMENDMENT OF ORIGINAL EMPLOYMENT AGREEMENT TO NEW SECTION 11.
The Original Employment Agreement shall be amended to add a new Section 11 to
read as follows:
"11. PAYMENT OF ACCRUED BONUS AND SALARY UPON TERMINATION.
Notwithstanding anything in this Agreement to the contrary and in
addition to Severance Amounts, if any, that are payable pursuant to
this Agreement, upon termination of ▇▇. ▇▇▇▇▇▇▇'▇ employment with CGF,
▇▇. ▇▇▇▇▇▇▇ shall be entitled to receive the sum of (A) the accrued
bonus amounts due under CGF's Incentive Bonus Program through the date
of termination of employment plus (B) the accrued but unpaid portion
of the Annual Salary earned by ▇▇. ▇▇▇▇▇▇▇ through the date of
termination of employment, payable at the end of the pay period
following termination of employment."
Section 3. EFFECTIVENESS. The Original Employment Agreement shall remain
in full force and effect, as modified by this Amendment.
Section 4. GOVERNING LAW. This Amendment shall be governed by and
construed in accordance with the laws of the State of Alaska without regard to
conflicts of laws provisions thereof.
Section 5. BINDING NATURE. This Amendment shall be binding upon and shall
inure to the sole and exclusive benefit of parties hereto and their separate and
respective heirs, personal representatives, successors and assigns.
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Section 6. COUNTERPARTS. This Amendment may be executed in counterparts,
each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
IN WITNESS WHEREOF, the undersigned parties have executed this Amendment as
of the day and year first above written.
▇▇▇▇-▇▇▇▇▇▇▇▇▇ FOODS CO.
By:
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Name:
Title:
▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Name:
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