EXHIBIT 10.73
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FOURTH AMENDMENT TO
EMPLOYMENT AGREEMENT
(CORRECTED)
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"), an
Amendment made to the First Amendment, as of December 13, 1999, by and between
the Company and the Employee (the "Second Amendment"), and an Amendment made to
the Original Agreement, as of August 16, 2000 (the "Third Amendment"). This
Fourth Amendment to the Original Agreement is made as of September 4, 2001, by
and between the Company and the Employee. Capitalized terms not defined in this
Fourth Amendment shall have the meaning given to them in the Original Agreement,
as amended.
BACKGROUND
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 executed the Second 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, to
reflect the Employee's appointment as the Chief Executive Officer of the
Company.
D. The Company and the Employee executed the Third Amendment to the
Original Agreement to reflect the Employee's new base salary and the extension
of the term of his employment with the Company.
E. The Company and the Employee now wish to further amend the Original
Agreement as set forth herein.
AGREEMENT
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. Section 1 of the Original Agreement, as amended, is hereby amended by
striking the date set forth in the first sentence of Section 1 "March
31, 2001" and inserting "March 31, 2003."
2. Section 3, Duties and Responsibilities, of the Original Agreement, as
amended, is hereby further amended by adding a new Section 3(d) with
the following language: "Commencing in 2001 of the Term, as a
condition of his employment, Employee shall attend a Masters in
Business Administration program ("MBA") at an accredited university
approved by the company's Board of Directors. The Company shall pay
all of Employee's tuition, fees and expenses incurred in connection
with the MBA program."
3. Section 3(b), of the Original Agreement is hereby amended by adding
the following language to the end thereof: "Notwithstanding the
foregoing, Employee's matriculation in the MBA Program does not, in
itself, conflict with the obligations set forth in this Section 3(b)
requiring Employee to work full-time for the Company."
4. Pursuant to Section 5(a), Compensation-Base Salary, Base Salary for
each renewal term is: (1) April 1, 2001 - March 31, 2002: Twelve
Thousand Five Hundred Dollars ($12,500) per month, and (2) April 1,
2002 - March 31, 2003: Thirteen Thousand Seven Hundred Fifty Dollars
($13,750) per month.
5. Section 11(a), Voluntary Termination, is hereby amended by adding the
following language, to be read as if immediately following the last
sentence of Section 11(a): "In the event that Employee voluntarily
terminates his employment with the Company within two (2) years of
completing the MBA program referenced in Section 3(d) above, Employee
shall reimburse to the Company for all tuition, fees and expenses paid
by the Company in connection with the MBA program."
6. Section 11(b), Involuntary Termination, is hereby amended by adding
the following language to the end there of: "In the event of Employees
Involuntary Termination for Cause, while he is attending the MBA
Program or within two (2) years of completing the MBA Program referred
in Section 3(d) above, Employee shall reimburse while he is attending
the MBA Program or the Company for all tuition, fees and expenses paid
by the Company in connection with the MBA program; provided however,
that if Employee's Involuntary Termination for cause occurs after his
completion of the MBA Program, Employee's reimbursement obligation
shall be reduced by 1/24 for
each full month since the Employee completed such MBA Program. In the
event of Involuntary Termination, for any reason other than Cause as
defined herein, Employee shall not be required to reimburse the
Company of the tuition, fees or expenses paid by the Company in
connection with MBA program."
7. In all other respects, the Original Agreement is hereby ratified and
confirmed.
8. This Fourth 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 Fourth 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
