EXHIBIT 10.32
AGREEMENT TO EXTEND AND AMEND EMPLOYMENT AGREEMENT
This Agreement to Extend and Amend Employment Agreement is entered into as
of this 5th day of March, 1999, by and between Gardenburger, Inc.
("Gardenburger"), and ▇▇▇▇ ▇. ▇▇▇▇▇▇▇ ("▇▇▇▇▇▇▇").
RECITALS
A. On or about May 23, 1996, Gardenburger and ▇▇▇▇▇▇▇ executed an
Employment Agreement dated as of April 14, 1996 (the "Employment Agreement"),
pursuant to which Gardenburger agreed to employ ▇▇▇▇▇▇▇ as its Chief Executive
Officer. The Employment Agreement was extended and amended pursuant to an
Agreement to Extend and Amend Employment Agreement dated November 16, 1998.
Pursuant to the Employment Agreement, as amended and extended, ▇▇▇▇▇▇▇'▇
employment as Gardenburger's Chief Executive Officer will terminate on April 15,
2000, unless extended or terminated prior thereto.
B. Gardenburger's Board of Directors and ▇▇▇▇▇▇▇ wish to extend the term of
▇▇▇▇▇▇▇'▇ employment as Chief Executive Officer pursuant to the terms of the
Employment Agreement for an additional period of one year.
AGREEMENTS
NOW, THEREFORE, Gardenburger and ▇▇▇▇▇▇▇ agree as follows:
1. Pursuant to Section 1.1. of the Employment Agreement, the term of
▇▇▇▇▇▇▇'▇ employment with Gardenburger as its Chief Executive Officer is hereby
extended for an additional period of one year. Accordingly, ▇▇▇▇▇▇▇'▇ employment
with Gardenburger as its Chief Executive Officer shall be extended through April
15, 2001.
2. Section 5.7.6 of the Employment Agreement is amended to provide as
follows:
5.7.6 The Change in Control Severance Payment shall be paid to
Employee only if the Change in Control results from an Acquiring Person
acquiring control in the Company for a price per share of the Company's
common stock that exceeds the minimum per share price set forth below:
Change in Control Minimum per
occurring on or before share sale price
---------------------- ----------------
December 1, 1998 $10.00
March 1, 1999 $10.375
June 1, 1999 $10.75
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September 1, 1999 $11.125
December 1, 1999 $11.50
March 1, 2000 $11.93
June 1, 2000 $12.36
September 1, 2000 $12.79
December 1, 2000 $13.23
March 1, 2001 $13.72
April 15, 2001 $13.96
3. No other modification or amendment to the Employment Agreement is made
or intended to be made hereby. All terms, conditions, and covenants of the
Employment Agreement, to the extent not inconsistent with the amendments
described above, shall remain in full force and effect.
GARDENBURGER, INC.
By: /s/E. ▇▇▇ ▇▇▇▇▇ By: /s/▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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E. ▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇▇▇
Chair of the Board of Directors
Dated: 3/9/99 Dated: 3/5/99
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