Common use of Deferral of Certain Compensation Clause in Contracts

Deferral of Certain Compensation. In connection with the Employee's -- -------------------------------- agreement to cancel all of his options to acquire Company common stock pursuant to the terms of that certain Option Cancellation Agreement, dated as of the date hereof, by and between the Employee and the Company (the "Option Cancellation Agreement"), the Company shall (a) pay to Employee an amount equal to $0 (the "Cancellation Payment") and (b) rollover an amount equal to $293,580 (the "Deferred Amount") to an unfunded, unsecured nonqualified deferred compensation arrangement established for this purpose (the "Deferred Account"). Each of the Employee, the Company and M-Foods Holdings, Inc., a Delaware corporation ("Holdings"), agrees that Holdings, through an intercompany transfer, shall assume all obligations associated with the Deferred Amount. The Cancellation Payment shall be paid by the Company to the Employee on the Effective Date, as defined in the Option Cancellation Agreement, or as soon as reasonably practicable thereafter.

Deferral of Certain Compensation. In connection with the Employee's -- -------------------------------- agreement to cancel all of his options to acquire Company common stock pursuant to the terms of that certain Option Cancellation Agreement, dated as of the date hereof, by and between the Employee and the Company (the "Option Cancellation Agreement"), the Company shall (a) pay to Employee an amount equal to $0 130,000 (the "Cancellation Payment") and (b) rollover an amount equal to $293,580 384,000 (the "Deferred Amount") to an unfunded, unsecured nonqualified deferred compensation arrangement established for this purpose (the "Deferred Account"). Each of the Employee, the Company and M-Foods Holdings, Inc., a Delaware corporation ("Holdings"), agrees that Holdings, through an intercompany transfer, shall assume all obligations associated with the Deferred Amount. The Cancellation Payment shall be paid by the Company to the Employee on the Effective Date, as defined in the Option Cancellation Agreement, or as soon as reasonably practicable thereafter.

Deferral of Certain Compensation. In connection with the Employee's -- -------------------------------- agreement to cancel all of his options to acquire Company common stock pursuant to the terms of that certain Option Cancellation Agreement, dated as of the date hereof, by and between the Employee and the Company (the "Option Cancellation Agreement"), the Company shall (a) pay to Employee an amount equal to $0 15,960 (the "Cancellation Payment") and (b) rollover an amount equal to $293,580 384,000 (the "Deferred Amount") to an unfunded, unsecured nonqualified deferred compensation arrangement established for this purpose (the "Deferred Account"). Each of the Employee, the Company and M-Foods Holdings, Inc., a Delaware corporation ("Holdings"), agrees that Holdings, through an intercompany transfer, shall assume all obligations associated with the Deferred Amount. The Cancellation Payment shall be paid by the Company to the Employee on the Effective Date, as defined in the Option Cancellation Agreement, or as soon as reasonably practicable thereafter.

Deferral of Certain Compensation. In connection with the Employee's -- -------------------------------- agreement to cancel all of his options to acquire Company common stock pursuant to the terms of that certain Option Cancellation Agreement, dated as of the date hereof, by and between the Employee and the Company (the "Option Cancellation Agreement"), the Company shall (a) pay to Employee an amount equal to $0 104,070 (the "Cancellation Payment") and (b) rollover an amount equal to $293,580 384,000 (the "Deferred Amount") to an unfunded, unsecured nonqualified deferred compensation arrangement established for this purpose (the "Deferred Account"). Each of the Employee, the Company and M-Foods Holdings, Inc., a Delaware corporation ("Holdings"), agrees that Holdings, through an intercompany transfer, shall assume all obligations associated with the Deferred Amount. The Cancellation Payment shall be paid by the Company to the Employee on the Effective Date, as defined in the Option Cancellation Agreement, or as soon as reasonably practicable thereafter.