SECOND AMENDMENT
TO THE
EMPLOYMENT AGREEMENT
This Second Amendment to the Employment Agreement (the "Amendment") is
executed as of May 3, 2007, by and between Galaxy Nutritional Foods, Inc., a
Delaware corporation (the "Corporation"), and Xxxxxxx X. Xxxxx (the "Employee"),
WHEREAS, the Corporation and the Employee entered into an employment
agreement dated July 8, 2004, as amended in June 2005 (the "Employment
Agreement"); and,
WHEREAS, the Corporation desires to retain Employee as its Chief Executive
Officer and Employee is still willing to be employed by the Corporation.
NOW, THEREFORE, in consideration of the mutual covenants and promises
contained herein, the parties agree as follows:
Effective as of April 1, 2007, Section 4.a. of the Employment Agreement is
amended and restated in its entirety to read as follows:
"a. The Corporation agrees to pay Employee and Employee agrees to accept
from the Corporation, in full payment for Employee's services hereunder, base
salary at the rate of Two Hundred Forty Thousand DOLLARS ($240,000) per year
payable in equal semi-monthly installments or in accordance with the
Corporation's normal pay practices as may be altered from time to time by the
Corporation subject to customary payroll deductions."
Except as expressly amended in this Amendment, all terms, covenants and
provisions of the Employment Agreement are and shall remain in full force and
effect without further modification or amendment. This Amendment shall be deemed
incorporated into, and made a part of, the Employment Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the
date set forth above.
"Corporation"
Galaxy Nutritional Foods, Inc.
By: /s/ Xxxxx X. Xxxxx
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Print Name: Xxxxx X. Xxxxx
Print Title: Chairman of the Board
"Employee"
/s/ Xxxxxxx X. Xxxxx
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Xxxxxxx X. Xxxxx
