Contract
Exhibit 10.14
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| February 5, 2008 Mr. Xxxxx Call 0000 Xxxxxxxx Xxxx Xxxxxxx, Xxx Xxxx 00000 |
00 XXXXXXX XXXX XXXXXXXXX, XX 00000 (000) 000-0000 XXXXX X. XXXXXXXX DIRECT: (000) 000-0000 FAX: (000) 000-0000 XXXXXXXXX@XXXXXXXXXXX.XXX |
Xx. Xxxxxxx X. Xxxxxx
Pro-Fac Cooperative, Inc.
000 Xxxxxx Xxxxx Xxxxxx Xxxx
Xxxxxxxx, Xxx Xxxx 00000
| Re: | Employment Agreement | ||
| Extension | |||
Dear Xxxx and Xxxxx:
In my capacity as counsel to Pro-Fac Cooperative, Inc., I have been asked to prepare this letter setting out the terms and conditions under which Steve’s employment with Cooperative will be extended beyond the expiration of his current employment agreement, dated July 30, 2004 as previously extended by a letter amendment dated March 23, 2006 (the “Agreement”). The Agreement otherwise expires on August 19, 2008.
The parties have agreed that the terms and conditions set out in the current employment agreement will be continued in full force and effect except for the following changes.
1. The address of the Cooperative is hereby changed to 000 Xxxxxx Xxxxx Xxxxxx Xxxx, Xxxxxxxx, Xxx Xxxx 00000 in the introductory paragraph of the Agreement.
2. The term of the Agreement as set forth in Section 4 is extended from August 19, 2008, and shall be terminable by either party providing at least six (6) months written notice in advance of a termination date.
3. Section 5.b. of the Agreement is revised so that subparagraph (i) reads as follows and to delete all of subparagraph (ii) except the first sentence, and to delete the first sentence of subparagraph (iii).
(i) The Company may terminate this Agreement and Xxxxxx’x employment without cause by giving Xxxxxx six (6) months’ notice of termination. In such event, the Company shall continue to pay Xxxxxx’x regular compensation and benefits until the expiration of the notice period. If the Company terminates this Agreement without cause, it shall continue Xxxxxx’x regular salary and health insurance benefits for the remainder of the month in which such termination becomes effective and for a period of six (6) months thereafter.
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00 XXXXXXX XXXX XXXXXXXXX, XX 00000 (000) 000-0000 XXXXX X. XXXXXXXX DIRECT: (000) 000-0000 FAX: (000) 000-0000 XXXXXXXXX@XXXXXXXXXXX.XXX |
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| 4. | Section 10 of the Agreement is amended to read as follows: Effective July 1, 2008, the Company shall pay Xxxxxx an annualized salary of $200,000, and effective July 1, 2009, the Company shall pay Xxxxxx an annualized salary of $210,000, and effective July 1, 2010, the Company shall pay Xxxxxx an annualized salary of $220,000. Such salary shall be payable in bi-weekly installments, subject to withholding for tax purposes and for other deductions required by law. |
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| 5. | Section 11 of the Agreement is amended to add the following provisions at the end thereof: | |||
| For each fiscal year of the Company beginning with the 2009 fiscal year for which Xxxxxx remains employed by the Company, the Company shall pay Xxxxxx a bonus equal to the ten percent (10%) of the increase, if any, in the net income of the Company over the net income of the Company for the 2008 fiscal year. For purposes of this Section 11, the term “net income” shall mean the Company’s margin income less the Company’s operating expenses, but disregarding interest income and interest expense. The net income for fiscal year 2008 shall be determined by the Executive Committee of the Board of Directors after the completion of the fiscal year and shall be communicated to Xxxxxx. The amount of any bonus under this Section 11 shall be determined by the Executive Committee and shall be paid by the Company by September 15 following the end of the fiscal year to which it relates; provided, however, that such payment may be delayed in the event the determination of net income for a fiscal year is not available as of such date. | ||||
6. The parties agree that Xx. Xxxxxx may continue to perform his services for the Cooperative at the Cooperative’s offices or at such other ancillary office as Xx. Xxxxxx shall establish provided the quality of such services shall be consistent with services as provided at the Cooperative’s offices.
If this letter sets forth your understanding of the terms and conditions under which Cooperative is extending the employment agreement with Xxxxx, each of you should sign and date in triplicate this signature page to the letter in the spaces provided below. Please return two of the executed signature pages to me. I will provide each of you with a counterpart signature so that your extension letter is complete. I will retain the third original of the extension letter in the Cooperative’s legal files.
Sincerely yours,
/s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx
For good and valuable consideration, the receipt of which is hereby acknowledged, I agree to the terms of this letter extending the employment of Xxxxxxx X. Xxxxxx on behalf of Pro-Fac Cooperative, Inc. by executing this signature page this 14 day of February, 2008.
PRO-FAC COOPERATIVE, INC.
| By: | /s/ Xxxxx Call |
| Name: | Xxxxx Call |
| Title: | President |
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| For good and valuable consideration, the receipt
of which is hereby acknowledged, I agree to the terms and conditions
set out in this letter extending my employment agreement with Pro-Fac
Cooperative, Inc., on this 11 day
of February,
2008.
/s/ Xxxxxxx X. Xxxxxx 191968 49381.4 |
00 XXXXXXX XXXX
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