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 ▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
("Philipps"), and is dated as of _______________, 1998.
WHEREAS, CGF and Philipps have entered into that certain letter of
understanding (the "Original Employment Agreement"), dated as of January 22,
1997; and
WHEREAS, CGF and Philipps 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
Philipps hereby agree as follows:
Section 1. AMENDMENT OF SUBHEADING "SEVERANCE" OF THE ORIGINAL EMPLOYMENT
AGREEMENT. The subheading "SEVERANCE" of the Original Employment Agreement
shall be amended as follows:
a. The following sentences shall be added immediately after the
subheading "SEVERANCE":
"If, within twelve (12) months after the consummation of a Change of
Control, ▇▇▇▇-▇▇▇▇▇▇▇▇▇ Foods Co. ("CGF") terminates your employment
with CGF for any reason other than for Just Cause or you terminate
your employment with CGF for any reason, CGF shall pay to you 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
subheading, "Severance Amount" means the difference between
(i) two (2) times the amount of the annual salary you were 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 you between the date of the consummation of the Change of Control
and the date of the termination of employment. For purposes of this
subheading, "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. For the
purpose of this subheading, a termination for "Just Cause" shall mean a
termination of employment for any of the following reasons: (i) an
intentional or grossly negligent violation of any reasonable rule or
regulation of the Board of Directors of CGF that results in damage to CGF
or which, after notice to do so, the actor fails to correct within a
reasonable time; (ii) any willful misconduct or gross negligence in the
responsibilities assigned to the actor; (iii) any wrongful or illegal
conduct of the actor which has an adverse impact on CGF or which
constitutes a material misappropriation of CGF assets; or (iv) the
performance of services for any other company, entity, or person which
directly competes with CGF during the time the actor is employed by CGF,
without the written approval of the Board of Directors of CGF."
b. The first sentence of the subheading "SEVERANCE" of the Original
Employment Agreement shall be amended to delete the phrase "In the event of
termination without just cause" 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, in the event of termination without Just Cause,"
Section 2. AMENDMENT OF ORIGINAL EMPLOYMENT AGREEMENT TO ADD NEW
SUBHEADING. The Original Employment Agreement shall be amended to add a new
subheading to the end of the Agreement to read as follows:
"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 your employment with CGF, you
shall be entitled to receive the sum of (A) the accrued bonus amounts
due to you 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 you 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.
2
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.
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:
-----------------------------------
Name:
Title:
▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇
-----------------------------------
Name:
3