[LETTER HEAD]
March 23, 2006
Mr. Xxxxx Call
0000 Xxxxxxxx Xxxx
Xxxxxxx, Xxx Xxxx 00000
Xx. Xxxxxxx X. Xxxxxx Exhibit 10.1
Pro-Fac Cooperative, Inc.
000 Xxxxxx Xxxx
Xxxxxxxxx, 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 Xxxxx's
employment with Cooperative will be extended beyond the expiration of his
current employment agreement, dated July 30, 2004. The current employment
agreement otherwise expires on August 19, 2006.
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 Xxxx,
Xxxxxxxxx, 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, 2006 to August 19, 2008.
3. Section 5.b. of the agreement is revised so that the second sentence
in subparagraph (i) reads as follows:
If the Company terminates this Agreement without cause, it shall
continue Xxxxxx'x regular salary and health insurance benefits for
the remainder of
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[LETTER HEAD]
Mr. Xxxxx Call
Xx. Xxxxxxx X. Xxxxxx
March 14, 2006
Page 2
the month in which such termination becomes effective and for a
period of six (6) months thereafter.
4. Section 8 of the agreement is amended to read as follows:
Merger, Consolidation, or Dissolution of the Company. If the
Company, pursuant to paragraph 5(a), terminates this Agreement upon
the dissolution of the Company, or upon the cessation of the
Company's business, then the Company shall have no future or
continuing obligations to Xxxxxx under this Agreement other than the
payment of compensation and insurance benefits for the remainder of
the month in which such termination becomes effective and for a
period of six (6) months thereafter. Upon the merger or
consolidation of Company, the Company shall have no future or
continuing obligations to Xxxxxx under this Agreement, other than
the payment of compensation in insurance benefits for the month of
the merger or consolidation and the following six months.
5. Section 10 of the agreement is amended to replace the figures
"$125,000" and "$130,000" with the figure "$185,000".
6. Section 24 of the agreement is amended to replace the word "Manger"
in the first sentence thereof with the phrase "General Manager, Chief Financial
Officer".
7. The parties agree that Xx. Xxxxxx may 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
DMM:ecb
25
[LETTER HEAD]
Mr. Xxxxx Call
Xx. Xxxxxxx X. Xxxxxx
March 14, 2006
Page 3
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 23 day of March, 2006.
PRO-FAC COOPERATIVE, INC.
By: /s/ Xxxxx Xxxx
--------------
Name: Xxxxx Xxxx
Title: President
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 23 day
of March, 2006.
/s/ Xxxxxxx X. Xxxxxx
-----------------------
Name: Xxxxxxx X. Xxxxxx
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