Exhibit 10.18
AMENDMENT TO AGREEMENT
THIS AMENDMENT is made and entered into as the 23rd day of March,
2000, by and between INTERNATIONAL MULTIFOODS CORPORATION, a Delaware
corporation (the "Company"), having its principal offices at 000 Xxxx
Xxxx Xxxxxx, Xxxxxxx, Xxxxxxxxx 00000, and XXXXXXX X. XXXXX, whose
principal residence is located at 0000 Xxxxxxx Xxxx, Xxxxxx, Xxxxxxxx
00000 ("Xxxxx").
WHEREAS, the Company and Xxxxx entered into that certain Agreement,
dated as of October 20, 1999, a copy of which is attached as Exhibit A
hereto (the "Agreement"); and
WHEREAS, the Company and Xxxxx wish to amend the Agreement to
clarify the parties' intent that the Agreement and its terms and
provisions do not supersede or modify the terms and provisions of the
Severance Agreement, dated December 20, 1996, between the Company and
Xxxxx, as hereinafter provided.
NOW, THEREFORE, in consideration of the preceding recitals and the
terms and conditions hereinafter set forth, the Company and Xxxxx agree
to amend the Agreement, effective as of the date of this Amendment set
forth above, as follows:
1. Delete Paragraph G of Section 4 of the Agreement, in its
entirety, and insert in full and complete substitution therefore, the
following:
"G. This Agreement is a Colorado contract and shall be governed by
the laws of the State of Colorado. This Agreement, including the
recitals set forth on pages 1 and 2 hereof and the form of Release
Agreement attached thereto as Exhibit B, constitute the entire agreement
between the Company and Xxxxx with respect to the subject matter of this
Agreement, and supersede any prior oral or written agreement between the
Company and Xxxxx with respect to the subject matter of this Agreement,
other than agreements between the Company and Xxxxx set forth in
paragraphs 7 through 12, inclusive, of the September 24, 1996 Letter,
and that certain Severance Agreement, dated December 20, 1996, between
the Company and Xxxxx related to a change of control of the Company (the
"Severance Agreement"), each of which shall continue in full force and
effect and shall not be superseded, or modified in any respect, by this
Agreement. The Company and Xxxxx agree and acknowledge that the
severance payment provided for in Section 1A. of this Agreement is in
addition to, and not in lieu of, any amounts that the Company is
obligated to pay Xxxxx under the terms and provisions of the Severance
Agreement. The Company and Xxxxx agree that by executing and delivering
this Agreement, paragraph 7 of the September 24, 1996 Letter shall be
amended coincidentally to include the definition of "cause" set forth in
Section 3.A. of this Agreement, immediately following the last sentence
of paragraph 7."
2. Except as modified by this Amendment, the terms and conditions of
the Agreement shall continue in full force and effect.
IN WITNESS WHEREOF, the parties hereto have signed and delivered this
Amendment as of the day and year first above written.
INTERNATIONAL MULTIFOODS CORPORATION
ATTEST:
/s/ Xxxxx X. Xxxxxxx By: /s/ Xxxx X. Xxxxxxx
Secretary Xxxx X. Xxxxxxx
Chairman of the Board, President
and Chief Executive Officer
WITNESS:
[unsigned] /s/ Xxxxxxx X. Xxxxx
Xxxxxxx X. Xxxxx
