Exhibit 10.8
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of June ___, 1998, by and between
AURORA FOODS INC. (the "Company"), a Delaware corporation, and Xxxxx X. Xxxxxx
(the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive and the
Executive desires to be employed by the Company on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the parties hereto agree as follows:
1. Employment. Upon the terms and subject to the conditions of this
Agreement, the Company hereby employs the Executive and the Executive hereby
accepts employment with the Company in the capacities hereinafter set forth.
2. Term of Employment. Except as provided in Section 6, the term of
employment of the Executive (the "Term") pursuant to this Agreement shall
commence on the date hereof (the "Effective Date") and shall terminate on the
date (the "Termination Date") that is the earlier of (x) the second anniversary
of the Effective Date or (y) the date the Executive's employment hereunder is
terminated pursuant to Section 6 hereof; provided, that in the event that (i)
Xxx X. Xxxxxx is terminated without "cause" pursuant to the employment agreement
of even date herewith between Xxx X. Xxxxxx and the Company, the Term hereunder
shall automatically terminate as of the effective date of such termination of
Xxx X. Xxxxxx and the Executive shall be deemed to have been terminated without
cause pursuant to Section 6(d) of this Agreement, and (ii) Xxx X. Xxxxxx resigns
as Chief Executive Officer of the Company without the consent of the board of
directors of the Company, the Executive shall automatically be deemed to have
resigned as Vice Chairman of the Company and the Term hereunder shall terminate
as of the effective date of such resignation by Xxx X. Xxxxxx.
3. Duties; Extent of Services.
(a) Duties. During the Term, the Executive shall serve as Vice
Chairman of the Company, and shall, in accordance with and, subject to the
provisions of the Bylaws (as amended from time to time) of the Company and the
right of Executive to
provide management and other services to certain other business ventures as
provided in Section 8 hereof, devote all or substantially all of his business
time and attention to the affairs of the Company and perform the duties,
undertake the responsibilities and exercise the authority customarily performed,
undertaken and exercised by a person in such position in the business in which
the Company is engaged. The Executive shall report to and carry out the lawful
directions of the board of directors of the Company (the "Board"). The Executive
shall be based in an office located in the New York, New York metropolitan area.
(b) Extent of Services. Except for illness and permitted
vacation periods, during the Term the Executive shall (i) devote his best
efforts and ability to the business and affairs of the Company and its
subsidiaries; and (ii) discharge such executive and administrative and other
duties not inconsistent with his position as may be assigned to him by the
Board. For so long as the Executive remains employed as Vice Chairman of the
Company, he shall serve, without additional compensation, on the Board, on the
board of directors of any subsidiary of the Company and as Vice Chairman of any
subsidiary of the Company.
4. Compensation.
(a) Base Salary. Subject to the terms and conditions herein, in
consideration of the services rendered by the Executive hereunder and provided
that the Executive has performed in all material respects all of his obligations
provided for herein, the Company will pay to the Executive a base salary (the
"Base Salary") at a minimum of Six Hundred Thousand Dollars ($600,000) per year
during the Term. The Base Salary shall be paid in accordance with the Company's
normal payroll practice.
(b) Bonus. The Company shall pay the Executive a bonus (the
"Bonus") in an amount expressed as a percentage of the Base Salary with respect
to each fiscal year or portion thereof during the Term in accordance with the
following provisions:
(i) For (A) the fiscal years ended December 31, 1998 and
December 31, 1999, during the Term the Bonus shall be payable
with respect to the EBITDA Target (as defined below) for such
fiscal years then ended and (B) the period commencing January
1, 2000 and ending June 30, 2000 during the Term, the Bonus
shall be payable with respect to the EBITDA Target for the six
months then ended (in each case, the "Applicable Period").
(ii) If the Financial Results (as defined below) of the
Company for the Applicable Period during the Term are at least
90% but less than 95% of the EBITDA Target (as defined below)
for the
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Applicable Period, the Executive shall be paid an amount equal
to 30% of so much of his Base Salary as was paid with respect
to the Applicable Period.
(iii) If the Financial Results of the Company for the
Applicable Period during the Term are at least 95% but less
than 100% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 45% of so much of
his Base Salary as was paid with respect to the Applicable
Period.
(iv) If the Financial Results of the Company for the
Applicable Period during the Term are at least 100% but less
than 105% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 60% of so much of
his Base Salary as was paid with respect to the Applicable
Period.
(v) If the Financial Results of the Company for the
Applicable Period during the Term are at least 105% but less
than 110% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 65% of so much of
his Base Salary as was paid with respect to the Applicable
Period.
(vi) If the Financial Results of the Company for the
Applicable Period during the Term are at least 110% but less
than 115% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 70% of so much of
his Base Salary as was paid with respect to the Applicable
Period.
(vii) If the Financial Results of the Company for the
Applicable Period during the Term are at least 115% but less
than 120% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 75% of so much of
his Base Salary as was paid with respect to the Applicable
Period.
(viii) If the Financial Results of the Company for the
Applicable Period during the Term equal or exceed 120% of the
EBITDA Target for the Applicable Period, the Executive shall
be paid an amount equal to 80% of so much of his Base Salary
as was paid with respect to the Applicable Period.
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(c) For the purpose of this Agreement (i) the term "EBITDA
Target" shall mean the Company's projected earnings before interest, taxes,
one-time transition expenses, non-cash compensation expense charges,
depreciation and amortization, as contained in the Company's budget for the
Applicable Period and which is approved by the Board (without reference to any
adjustments or revision, upwards or downwards, to such projected earnings which
are subsequently approved by the Board as part of any subsequent revision to
such budget), and (ii) the term "Financial Results" shall mean the Company's
EBITDA calculated by reference to the Company's financial statements for the
Applicable Period as filed with the Securities and Exchange Commission (the
"SEC").
(d) The Bonus due under Section 4(b) shall be paid to the
Executive within thirty (30) days of the filing of the Company's annual audited
financial statements for the relevant year with the SEC.
5. Other Executive Benefits. (a) During the Term, the Executive
shall be entitled to (i) vacation time in accordance with the Company's approved
policy from time to time then in effect; (ii) participate in all employee
insurance and other fringe benefit programs, including, without limitation,
life, health, dental and accident insurance plans and long term disability now
or hereafter maintained by the Company for senior executive or other salaried
personnel for which the Executive is eligible; (iii) participate in a pension
plan with terms similar to those applicable to executives of the Company; and
(iv) participate in the Company's equity compensation plan to the extent
determined by the Board from time to time.
(b) The Company shall promptly reimburse the Executive for all
reasonable documented business expenses incurred in furtherance of the business
and affairs of the Company in accordance with approved company policies.
6. Termination Provisions.
(a) Termination for Cause. The Board may terminate the
Executive's employment hereunder for Cause, as hereinafter defined, immediately
upon written notice to the Executive. For purposes of this Agreement, "Cause"
shall mean (A) proven dishonesty of the Executive detrimental to the best
interests of the Company or any of its subsidiaries or conviction of the
Executive of a crime which constitutes a felony, (B) any material act or
omission by the Executive during the Term involving willful malfeasance or gross
negligence in the performance of his duties hereunder, (C) repeated failure of
the Executive to follow the reasonable instructions of the Board (other than
inattention or neglect resulting from illness or disability of the Executive)
which inattention and neglect does not cease within fifteen days after written
notice thereof specifying the details of such conduct is given by the Board to
the Executive or (D) material breach by the
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Executive of any material provision of this Agreement (provided, however, that
if such breach is curable and is remedied to the reasonable satisfaction of the
Board within fifteen days after written notice thereof specifying the details of
such breach is given by the Board to the Executive, such breach shall not fall
within the definition of "Cause" for purposes of this Subsection (D)). During
the Term, the Executive shall be entitled to only one such notice and right to
cure for any single act or event. If the Executive's employment is terminated
for Cause, the Executive shall be entitled to receive only the unpaid portion of
the Base Salary then in effect which has accrued to the date of termination.
(b) Termination By Reason of Permanent Disability. If at any
time during the Term an independent licensed physician selected by the Board
determines that the Executive has been or will be unable, as a result of
physical or mental illness or incapacity, to perform his duties hereunder for a
period of four consecutive months or for an aggregate of more than six months in
any twelve month period (a "Permanent Disability"), the Executive's employment
hereunder may be terminated by the Board upon thirty days' written notice to the
Executive. If the Executive's employment is terminated by reason of Permanent
Disability, the Executive shall be entitled to receive only the sum of (x) the
unpaid portion of the Base Salary then in effect which has accrued to the date
of termination plus (y) an amount equal to six months of the Executive's Base
Salary plus (z) an amount equal to a pro rata portion of the Bonus payable
pursuant to Section 4(b) hereof assuming that the Financial Results of the
Company for the then current Applicable Period equal exactly 100% of the EBITDA
Target for such Applicable Period, with such pro rata portion based on the
actual number of days during such Applicable Period that Executive was employed
by the Company. Such amounts due shall be paid within thirty (30) days after any
termination due to a Permanent Disability and shall be in lieu of any other
payment to which the Executive may be otherwise entitled.
(c) Termination By Reason of Death. The Executive's employment
hereunder shall automatically terminate on the date of his death. If the
Executive's employment is so terminated by his death, the Company shall pay to
the Executive's estate in addition to the unpaid portion of the Base Salary then
in effect through date of Executive's death the sum of (y) an amount equal to
six months of the Executive's Base Salary plus (z) an amount equal to a pro rata
portion of the Bonus payable pursuant to Section 4(b) hereof assuming that the
Financial Results of the Company for the then current Applicable Period equal
exactly 100% of the EBITDA target for such Applicable Period, with such pro rata
portion based on the actual number of days during such Applicable Period that
Executive was employed by the Company. Any amounts due shall be paid within
thirty (30) days after the date of his death if a personal representative has
been appointed by the end of such thirty (30) day period or, if a personal
representative has not been appointed by the end of such thirty (30) day period,
promptly after a personal representative has been appointed. All such
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amounts payable pursuant to this Section 6(c) shall be in lieu of any other
payment to which the Executive may otherwise be entitled.
(d) Termination Without Cause. The Board may terminate the
Executive's employment hereunder at any time for any reason without Cause in
which case the Executive shall be entitled to receive an amount (the "Severance
Amount") equal to the sum of (x) the Base Salary then in effect for the balance
of the Non-Compete Period (as defined below in Section 7(a)) plus (y) an amount
equal to the Bonus payable pursuant to Section 4(b) hereof based upon the actual
Financial Results of the Company for the remainder of the Non-Compete Period.
For purposes of determining the Bonus payable during the remainder of the
Non-Compete Period, it shall first be measured in respect of the Applicable
Period first ended during the remainder of the Non-Compete Period and thereafter
in respect of each succeeding Applicable Period that commences during the
Non-Compete Period. The Severance Amount shall be in lieu of any other severance
payment to which Executive may be otherwise entitled under any other severance
plan maintained by the Company. The Base Salary portion of the Severance Amount
shall be paid in accordance with the Company's normal payroll practice over the
balance of the Non-Compete Period. For each Applicable Period within the
Non-Compete Period, the Bonus portion of the Severance Amount shall be paid
within thirty days of the filing with the SEC of the Company's financial
statements covering such Applicable Period.
(e) Change of Control. This Agreement may be assigned in
connection with a Change of Control (as defined below) as provided in Section
10(a) hereof. In the event of a Change of Control:
(i) the Executive shall have no obligation to move to a
new work location that is more than 50 miles from the
Executive's principal work location immediately prior to such
Change of Control;
(ii) the amount of Base Salary set forth in Section 4(a)
hereof and the Bonus opportunities set forth in Section 4(b)
hereof shall not be subject to reduction;
(iii) the Executive's title, duties and responsibilities
as set forth in Section 3(a) hereof shall not be subject to
reduction; and
(iv) the Executive's reasonable, documented business
expenses shall continue to be reimbursed in a manner
consistent with the Company's reimbursement practice prior to
such Change of Control.
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Following a Change of Control, the failure by the Company (or its successor or
assign) to comply with any of subparagraphs (i)-(iv) shall permit the Executive
to terminate this Agreement for "Good Reason", on written notice to the Company
(or its successor or assign). In the event the Executive terminates this
Agreement for Good Reason, the Executive shall be entitled to receive the
Severance Amount. The Severance Amount shall be in lieu of any other severance
payment to which the Executive may otherwise be entitled under any other
severance plan maintained by the Company (or its successor or assign). The
Severance Amount shall be paid in accordance with Section 6(d) hereof.
For purposes of this Agreement, a "Change of Control" shall mean (i)
the sale, exchange or other disposition of the issued and outstanding shares of
Common Stock of the Company or the merger, consolidation or other business
combination of the Company and/or its subsidiaries in a single transaction or a
series of related transactions after which the shareholders of the Company on
the date immediately prior to the single transaction or first transaction of the
series own less than 50% of the outstanding shares of voting common stock of the
Company or any surviving corporation in any such single transaction or series of
related transactions, or (ii) the sale or transfer of all or substantially all
of the assets of the Company and its subsidiaries taken as a whole, to a person
or entity other than the Company or its wholly-owned subsidiaries; provided,
that any merger, consolidation, dissolution, sale of substantially all the
assets or other similar transaction consummated in connection with the initial
public offering of the Company's common stock shall not constitute a "Change of
Control" hereunder.
7. Covenants of the Executive.
(a) Non-Competition. During the Non-Compete Period (as defined
below), the Executive shall not, directly or indirectly, be associated with any
entity, whether as a director, officer, employee, agent, consultant, partner,
owner, shareholder, member, independent contractor or otherwise, that is then
engaged in a Restricted Business (as defined below), including any "Platform",
as defined in Section 8 hereof, other than the Company and its subsidiaries. A
"Restricted Business" means any business or venture engaged in the manufacture,
marketing, distribution or sale of food products (but excluding beverages) for
human consumption. The "Non-Compete Period" shall commence as of the Effective
Date and remain in effect through the Term and thereafter until the earlier of
(x) the second anniversary of the Effective Date or (y) the first anniversary of
the date of hire of a Chief Executive Officer of the Company other than Xxx X.
Xxxxxx.
(b) Non-Solicitation of Employees of the Employer. Until the
end of the Non-Compete Period, the Executive shall not, and shall cause each
business or entity with which he is or shall become associated in any capacity
not to, solicit for employment or
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employ any person who is then employed in a professional or managerial position
by the Company, its subsidiaries or affiliates.
(c) Confidentiality. The Executive agrees and acknowledges
that the Confidential Information (as defined below) of the Company and its
subsidiaries is valuable, special and unique to their business; that such
business depends on such Confidential Information; and that the Company wishes
to protect such Confidential Information by keeping it confidential for the use
and benefit of the Company and its subsidiaries. Based on the foregoing, the
Executive agrees to undertake the following obligations with respect to such
Confidential Information:
(i) the Executive agrees to keep any and all
Confidential Information in trust for the exclusive use and
benefit of the Company and its subsidiaries;
(ii) the Executive agrees that, except as required by
applicable law or as authorized in writing by the Board, he
will not at any time during or after the termination of his
employment hereunder, disclose, directly or indirectly, any
Confidential Information of the Company or any of its
subsidiaries;
(iii) the Executive agrees to take all reasonable steps
necessary, or reasonably requested by the Company, to ensure
that all Confidential Information is kept confidential for the
exclusive use and benefit of the Company and its subsidiaries;
and
(iv) the Executive agrees that, upon termination of his
employment hereunder or at any other time that the Company may
in writing so request, he will promptly deliver to the Company
all materials constituting Confidential Information (including
all copies thereof) that are in his possession or under his
control. The Executive further agrees, that if requested by
the Company, to return any Confidential Information pursuant
to this subparagraph (iv), he will not make or retain any copy
or extract from such materials.
For purposes of this Section 7(c), "Confidential Information" means
any and all information developed by or for the Company or any of its
subsidiaries of which the Executive gains or has acquired knowledge during or
prior to the Term by reason of his affiliation with the Company, its
subsidiaries or any predecessor that is (A) not generally known in any industry
in which the Company or any of its subsidiaries is or may become engaged or (B)
not publicly available. Confidential Information includes, but is not limited
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to, any and all information developed by or for the Company or any of its
subsidiaries concerning plans, marketing and sales methods, customer lists,
materials, processes, business forms, procedures, devices, plans for development
of products, services or expansion into new areas or markets, internal
operations, and any trade secrets and proprietary information of any type owned
by the Company or any of its subsidiaries, together with all written, graphic
and other materials relating to all or any part of the same.
8. Unrelated Business Ventures. In addition to and not in limitation
of his obligations under Section 7 hereof:
(a) The Company acknowledges that the Executive is a member of
Dartford Partnership L.L.C. ("Dartford") and that Dartford and its members
provide management and other services to business ventures or groups of
affiliated business ventures (each, a "Platform"). On the date hereof, Dartford
and its members provide such services to (i) the Company and its subsidiaries
and (ii) the Xxxxx Xxxx Pet Food Company group. The Company acknowledges and
agrees that the performance by the Executive or Dartford of such services for or
on behalf of a Platform other than the Company and its subsidiaries shall not
constitute a breach of this Agreement so long as the Executive complies with the
provisions of Section 7 and the remaining provisions of this Section 8.
(b) The Company and the Executive agree that the Executive
will limit his business ventures to two Platforms for the period (the
"Restricted Period") commencing on the date hereof and ending on the later of
(x) the first anniversary of the date hereof and (y) the date the Company
initiates a search to hire a person (other than Xxx X. Xxxxxx) who is expected
to join the Company either as its Chief Executive Officer or in another capacity
with the expectation that such person will become Chief Executive Officer. In
the event that during the Restricted Period any management services agreement
between Dartford and a member company of one of its then existing Platforms
terminates, the Executive shall have the right to engage in business activities
with a new Platform; provided, that the aggregate number of Platforms for which
the Executive provides services at any one time during the Restricted Period
shall not exceed two; and, provided, further, that any such new platform shall
not be in a business engaged in the manufacture, marketing, distribution or sale
of food products (but excluding beverages) for human consumption.
(c) The restrictions set forth in this Section 8 shall
terminate and be of no further force and effect on the expiration of the
Restricted Period or, if earlier, on the Termination Date so long as such
Termination Date does not arise from the termination of the Executive's
employment hereunder by reason of his resignation (or deemed resignation)
without the consent of the Board or from Termination for Cause; provided, that
the Executive's liability for breaches under this Section 8 shall survive any
termination of this Agreement or Executive's employment hereunder insofar as
such liability relates to actions
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taken by the Executive prior to such termination; and, provided, further, that
nothing in this Section 8 modifies or reduces the obligations of the Executive
under Section 7 hereof.
9. Certain Adjustments. In the event the Company hires a Chief
Executive Officer to replace Xxx X. Xxxxxx in such capacity, the Company and the
Executive agree to review and renegotiate the terms of this Agreement to reflect
the impact of such hiring (including without limitation the Base Salary and
Bonus provisions hereof), with any adjusted terms of this Agreement to be
mutually acceptable to the Board, on the one hand, and the Executive, on the
other hand.
10. Successors; Assignment.
(a) The Company. The Company may assign any of its rights and
obligations hereunder, without the written consent of the Executive, in
connection with a Change of Control. This Agreement shall be binding upon and
shall inure to the benefit of the Company and its successors and assigns.
(b) The Executive. Neither this Agreement nor any right or
interest hereunder may be assigned by the Executive, his beneficiaries, or legal
representatives without the prior written consent of the Board; provided,
however, that nothing in this Section 10 shall preclude (i) the Executive from
designating a beneficiary to receive any benefit payable hereunder upon his
death, or (ii) the executors, administrators, or other legal representatives of
the Executive or his estate from assigning any rights hereunder to distributees,
legatees, beneficiaries, testamentary trustees or other legal heirs of the
Executive.
11. Indemnification. The Company shall indemnify, in the manner and
to the fullest extent permitted by applicable law and the by-laws of the
Company, the Executive (or the estate of the Executive) in the event the
Executive (or the Executive's estate) was or is a party to, or is threatened to
be made a party to, any threatened, pending or completed action, suit or
proceeding, whether or not by or in the right of the Company, and whether civil,
criminal, administrative, investigative or otherwise, by reason of the fact that
the Executive is or was a director, officer, employee, or agent of the Company,
or is or was serving at the request of the Company as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise, against expenses (including attorneys' fees) ("Expenses"),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by such person in connection with such action, suit or proceeding (including
without limitation in connection with the defense or settlement of such action,
suit or proceeding). To the extent and in the manner provided by applicable law,
any such Expenses shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding, even if the Executive is alleged
to have not met the applicable standard of
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conduct required under this Section or is alleged to have committed conduct so
that, if true, the Executive (or the Executive's estate) would not be entitled
to indemnification under this Section, upon receipt of an undertaking, which
need not be secured, by or on behalf of such person to repay such amount if it
shall ultimately be determined that he is not entitled to be indemnified by the
Company as authorized in this Section. Unless otherwise permitted by applicable
law, the indemnification provided for herein shall be made only as authorized in
the specific case upon a determination, made in the manner provided by
applicable law, that indemnification of the Executive (or the Executive's
estate) is proper in the circumstances. The Company's obligations under this
Section 11 shall survive any termination of this Agreement or any termination of
Executive's employment by the Company.
12. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given when delivered by hand, mailed
by first-class registered or certified mail, postage prepaid and return receipt
requested, or delivered by overnight courier addressed as follows:
(i) If to the Company:
Aurora Foods Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
(ii) If to the Executive:
00 Xxxxxxxx Xxxx
Xxxxxxxxx, XX 00000
or, in each case, at such other address as may from time to time be specified to
the other party in a notice similarly given.
13. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without giving effect to
the conflicts of law principles thereof.
14. Entire Agreement; Other Agreement. This Agreement contains the
entire agreement of the parties relating to the subject matter hereof and
supersedes all prior agreements, representations, warranties and understandings,
written or oral, with respect thereto; provided, however, that, nothing in this
Agreement shall effect the determination of the persons who will serve as
members of the Board and any subsidiary board which shall be
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determined in accordance with the Securityholders Agreement dated as of April 8,
1998 among the Company and the parties thereto and the Dartford Agreement dated
as of April 8, 1998 among the Company, Dartford and the parties thereto, it
being acknowledged that the Executive will constitute a "Dartford Designee" as
defined in and for purposes of such Securityholders Agreement in the event he
serves as a member of the Board and any subsidiary board.
15. Severability. If any term or provision of this Agreement or the
application thereof to any person, property or circumstance shall to any extent
be invalid or unenforceable, the remainder of this Agreement, or the application
of such term or provision to persons, property or circumstances other than those
as to which it is invalid or unenforceable, shall not be affected thereby, and
each term and provision of this Agreement shall remain valid and enforceable to
the fullest extent permitted by law.
16. Remedies.
(a) Injunctive Relief. The Executive acknowledges and agrees
that the covenants and obligations of the Executive contained in Section 7 and
Section 8 hereof relate to special, unique and extraordinary matters and are
reasonable and necessary to protect the legitimate interests of the Company and
its subsidiaries and that a breach of any of the terms of such covenants and
obligations will cause the Company irreparable injury for which adequate
remedies at law are not available. Therefore the Executive agrees that the
Company shall be entitled to an injunction, restraining order, or other
equitable relief from any court of competent jurisdiction, restraining the
Executive from any such breach.
(b) Remedies Cumulative. The Company's rights and remedies
under this Section 16 are cumulative and are in addition to any other rights and
remedies the Company may have at law or in equity.
17. Withholding Taxes. The Company may deduct any federal, state or
local withholding or other taxes from any payments to be made by the Company
hereunder in such amounts which the Company reasonably determine are required to
deduct under applicable law.
18. Survival. The obligations of the Company to pay any amounts due
to Executive after termination of this Agreement, and the obligations of
Executive under Sections 7 and 8 hereof, shall survive any termination of this
Agreement to the extent such obligations do not terminate upon such termination
in accordance with the terms thereof.
19. Amendments, Miscellaneous, etc. Neither this Agreement nor any
term hereof may be changed, waived, discharged or terminated except by an
instrument in
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writing signed by the party against which such change, waiver, discharge or
termination is sought to be enforced and with Board approval. This Agreement may
be executed in one or more counterparts, each of which shall be deemed an
original, and all of which together shall constitute one and the same
instrument. The headings contained in this Agreement are for reference purposes
only and shall not affect in any way the meaning or interpretation of this
Agreement.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the date first written above.
AURORA FOODS INC.
By:
-----------------------------
Name:
Title:
--------------------------------
Xxxxx X. Xxxxxx
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