EXHIBIT 10.75
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SECOND AMENDMENT TO
EMPLOYMENT AGREEMENT
Reference is made to that certain Employment Agreement (the "Original
Agreement"), dated as of December 21, 1998, by and between ANNIE'S HOMEGROWN,
INC. (the "Company"), a Delaware corporation, and Xxxx X. Xxxxxxx (the
"Employee"), and an Amendment made to the Original Agreement, as of August 26,
1999, by and between the Company and the Employee (the "First Amendment"). This
Second Amendment to the Original Agreement is made as of December , 1999, by and
between the Company and the Employee. Capitalized terms not defined in this
Second Amendment shall have the meaning given to them in the Original Agreement.
BACKGROUND
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A. The Company and the Employee entered into the Original Agreement to
define and/or establish the terms and conditions of the Employee's employment
with the Company, including, but not limited to, the duration of his employment
with the Company and the compensation and bonuses to be paid to the Employee.
B. The Company and the Employee executed the First Amendment to the
Original Agreement to memorialize their intent to change or otherwise alter
certain terms and conditions of the Employee's employment with the Company,
including the duration of his employment with the Company and the compensation
to be paid to the Employee.
C. The Company and the Employee now wish to further amend the Original
Agreement as set forth herein. The intent of these amendments is to reflect the
Employee's new status as the Chief Executive Officer of the Company, effective
as of the date of this Second Amendment, and that the Employee shall no longer
serve as the Chief Operating Officer for the Company as of the date of this
Second Amendment.
AGREEMENT
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In consideration of the foregoing background, the mutual agreement of
the parties, and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the Company and the Employee agree
as follows:
1. The first and second recitals of the Original Agreement (which are
the two phrases immediately following the introductory paragraph
of the Original Agreement and beginning with the term "WHEREAS")
are hereby amended by striking the term "Chief Operating Officer,"
and inserting the term "Chief Executive Officer" in place thereof,
such that the first and second recitals shall hereinafter read as
follows:
WHEREAS, Employee is President and Chief Executive Officer of the
Company and has made and is expected to continue to make major
contributions to the Company; and
WHEREAS, the Company desires Employee to continue to serve as
President and Chief Executive Officer, and Employee is willing to
provide such services under mutually satisfactory conditions as
set forth herein.
2. The first and second sentences of Section 3(a) of the Original
Agreement are hereby amended by striking the term "Chief Operating
Officer," and inserting the term "Chief Executive Officer" in
place thereof, such that the first and second sentences of Section
3(a) shall hereinafter read as follows:
During the Term, the Employee shall serve as the President and
Chief Executive Officer. In the performance of his
responsibilities as the President and Chief Executive Officer, the
Employee shall be subject to all of the Company's policies, rules
and regulations applicable to its Employees of comparable status
and shall report directly to, and shall be subject to the
direction and control of, the Board of Directors of the Company
(the "Board"), and shall perform such duties as shall be assigned
to him by the Board.
3. In all other respects, the Original Agreement is hereby ratified
and confirmed.
4. This Second Amendment may be executed in counterparts, each of
which will be considered an original and each of which will
constitute one and the same document.
IN WITNESS WHEREOF, this Second Amendment has been executed as of the
date set forth above.
ANNIE'S HOMEGROWN, INC.
By: /s/ Xxxx Xxxxx
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Xxxx Xxxxx, Chief Financial Officer
EMPLOYEE:
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
