Exhibit 10.12
AMENDMENT NO. 1 TO THE
XXXXXXX EMPLOYMENT AGREEMENT
----------------------------
AMENDMENT NO. 1, dated as of January 1, 1998, between AURORA FOODS INC.,
a Delaware corporation formerly known as MBW Foods Inc. (the "Company"), and
C. XXXX XXXXXXX (the "Employee").
W I T N E S S E T H:
WHEREAS, the Company and the Employee entered into an Employment
Agreement, dated as of December 31, 1996 (the "Employment Agreement"); and
WHEREAS, the Company and the Employee desire to amend certain terms of
the Employment Agreement as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto agree as
follows:
1. Amendment to Term of Employment. Section 2 of the Employment
Agreement is hereby amended by deleting the text in its entirety and
inserting in lieu thereof the following:
(a) Term. Except as provided in Section 6, the term (the
"Term") of this Agreement shall continue in effect from the date
hereof through December 31, 2000; provided, however, that commencing
on December 31, 1998 and on each anniversary thereafter the Term shall
be automatically extended for one additional year so that the Term
ends three years after such date or after any such anniversary unless,
no later than 30 days prior to such automatic extension date, the
Company or the Employee shall have given notice that such party does
not wish to extend the Term in which case the Term shall end on
December 31, 2000 or, if later, on the date to which the Term was last
automatically extended pursuant to this proviso.
2. Amendment to Base Salary. Section 4(a) of the Employment Agreement
is hereby amended by deleting "$140,000" and inserting in lieu thereof
"$200,000".
3. Amendment to Base Bonus. Section 4(b) of the Employment Agreement
is hereby amended by:
(i) in Section 4(b)(i), deleting "20%" and inserting in lieu thereof
"30%";
(ii) in Section 4(b)(ii), deleting "30%" and inserting in lieu thereof
"45%"; and
(iii) in Section 4(b)(iii), deleting "40%" and inserting in lieu
thereof "60%".
4. Effective Date. The foregoing amendments shall be effective for
the periods from and after January 1, 1998.
5. Remaining Terms. Except as expressly amended by this Amendment No.
1, all remaining terms of the Employment Agreement shall continue in full
force and effect.
6. Counterparts. This Amendment No. 1 may be executed in one or more
counterparts, each of which shall be an original and all of which together
shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed and delivered this
Amendment No. 1 as of the date first written above.
AURORA FOODS INC.
By: /s/ Xxxxxx X. Xxxxxxx
---------------------
Xxxxxx X. Xxxxxxx
President
/s/ C. Xxxx Xxxxxxx
-------------------
C. XXXX XXXXXXX
2
