EMPLOYEE BENEFITS AGREEMENT
THIS AGREEMENT, made this 21st day of May, 1997 by and between XXXXX XXXX
PET FOOD COMPANY, INC., a Minnesota corporation, formerly known as Xxxxxxx
Milling Company ("Xxxxx Xxxx"), and FEED-RITE (US) ANIMAL FEEDS, INC., a
Minnesota corporation ("Feed-Rite"),
WITNESSETH:
WHEREAS, Feed-Rite is acquiring from Xxxxx Xxxx all of the assets relating
exclusively to the animal feeds business of Xxxxx Xxxx under an Asset Purchase
Agreement dated April 25, 1997 (capitalized terms in this Agreement shall have
the same meaning given to such terms in the Asset Purchase Agreement);
WHEREAS, certain employees previously employed by Xxxxxxx Milling Company
will be employed immediately after the acquisition by Feed-Rite (the
"Transferred Employees"),
NOW, THEREFORE, for the purpose of clarifying such Asset Purchase
Agreement, the parties hereto agree that, with respect to the Salaried Pension
Plan and the Hourly Pension Plan, for the purposes of calculating the "present
value of accrued benefit liability" for Transferred Employees, the accrued
benefits shall be determined as of the Closing Date and the present value of
such accrued benefits shall be determined as of the actual asset transfer date.
Such asset transfer shall be completed no later than September 30, 1997.
XXXXX XXXX PET FOOD
COMPANY, INC.
By /s/ Xxx Xxxxx
------------------------------------
Its Executive Vice President
FEED-RITE (US) ANIMAL FEEDS, INC.
By /s/ M.E. Xxxxxxx
------------------------------------
Its President
