AMERICAN ITALIAN PASTA COMPANY
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement"), effective September
1, 2002 is by and between American Italian Pasta Company ("Employer"), and Xxxxx
X. Xxxxxx, an individual ("Employee") (collectively "the parties") and
supersedes any and all prior oral or written agreements between the parties with
respect to the subject matter hereof.
WITNESSETH:
WHEREAS, Employer is engaged in the business of durum wheat milling
and pasta product production/marketing; and
WHEREAS, in connection with such business, Employer desires to employ
Employee in the capacity of Executive Vice President - Procurement & Industrial
Markets; and
WHEREAS, Employee desires to be employed by Employer in the aforesaid
capacities.
NOW, THEREFORE, in consideration of the promises and mutual covenants
contained herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereby agree as
follows:
1. Term of Employment. Subject to the provisions of Section 7 hereof,
the term of Employee's employment under this Agreement (the "Employment Term")
will commence as of the date hereof (the "Effective Date") and terminate on
September 30, 2005. The provisions of Sections 4, 5 and 6, below, will survive
and continue to be enforceable regardless of any termination of this Agreement.
2. Duties of Employee.
2.1 In accepting such employment, Employee shall undertake and assume
the responsibility of performing for and on behalf of Employer such duties
as shall be assigned to Employee by Employer at any time and from time to
time and in accordance with all of Employer's policies, practices and
procedures. It is understood and agreed that Employee's principal duties on
behalf of Employer at the date of execution hereof are and shall be
Executive Vice President - Procurement & Industrial Markets, and it is
further understood and agreed that any modification in or expansion of
Employee's duties hereunder shall not, unless specifically agreed to by
Employee and Employer in a duly-executed amendment of this Agreement in
accordance with Section 10.6 hereof, result in any modification in
Employee's compensation referred to in Section 3 hereof.
2.2 Employee will to the reasonable satisfaction of Employer at all
times faithfully, industriously, and to the best of Employee's ability,
experience, and talents perform all of the duties that may be required of
and from Employee pursuant to the express and implicit terms hereof.
2.3 Employee shall devote substantially all of Employee's professional
time, attention, knowledge, and skills solely to the business and interests
of Employer; provided, however, that Employee shall be entitled annually to
three (3) weeks vacation, and Employer shall be entitled to all of the
benefits, profits, and other issues arising from or incident to all
professional work, services, and advice of Employee.
3. Compensation. Employer shall pay Employee, and Employee shall
accept from Employer, in payment for Employee's services rendered to Employer
hereunder an annual base salary ("Base Salary") equal to one hundred seventy six
thousand eight hundred dollars ($176,800). Such Base Salary shall be paid in
equal bi-weekly installments and, in the sole discretion of Employer, shall be
subject to annual merit increase reviews.
3.1 Bonuses. During the term of this Agreement, Employee will be
eligible to participate in and bonuses may be awarded to Employee at the
discretion of the Board of Directors in accordance with the terms of
Employer's 1998 Salaried Bonus Plan (the "Bonus Plan"), as the same may be
amended, modified, or terminated from time to time.
3.2 Reimbursement of Business Expenses. Employer agrees to reimburse
Employee for reasonable travel, entertainment, and other business expenses
incurred in the performance of Employee's duties hereunder in accordance
with Employer's policies on terms no less favorable than those policies in
effect immediately prior to the date hereof.
3.3 Benefits. Employee shall be entitled to participate in an
equitable manner with other senior executive employees of Employer in all
welfare benefit, incentive compensation, or other plans or arrangements
authorized, adopted, and maintained from time to time by Employer,
including, without limitation, the following: automobile allowance, profit
sharing plan, medical reimbursement plan, group life insurance plan,
medical and dental insurance plan, and long-term disability income plan, if
in effect with Employer.
4. Non-Competition, Nonsolicitation and Nondisparagement.
4.1 Employee acknowledges and recognizes the highly competitive nature
of the business of Employer and its affiliates and accordingly agrees as
follows: during the Employment Term and until the date that is eighteen
(18) months after the date that Employee ceases employment with Employer
for any reason (the Employment Term and such period hereinafter referred to
as the "Noncompetition Period"), Employee will not, in any area in the
world where Employer conducts business, directly or indirectly own, manage,
operate, control, be employed by, consult with, or be connected in any
manner with the ownership (other than passive investments of not more than
one percent of the outstanding shares of, or any other equity interest in,
any company or entity listed or traded on a national securities exchange or
in an over-the-counter securities market), management, operation, or
control of any business engaged in the production and/or marketing of pasta
products for human consumption. Notwithstanding any provision of this
Agreement to the contrary, if Employee is employed by Employer, then any
breach of the provisions of this Section 4.1 shall permit Employer to
terminate the employment of Employee for Cause (as defined below), and,
whether or not Employee is employed by Employer, from and after any breach
by Employee of the provisions
-2-
of this Section 4.1, then Employer shall cease to have any obligations to
make payments to Employee under this Agreement.
4.2 During the Noncompetition Period, Employee will not directly or
indirectly induce or attempt to induce any employee of Employer or any of
its affiliates to engage in any activity in which Employee is prohibited
from engaging by Section 4.1 hereof or to terminate Employee's or her
employment with Employer or any of its affiliates, will not directly or
indirectly assist or attempt to assist others in engaging in any of the
activities in which Employee is prohibited from engaging by Section 4.1
hereof, and will not directly or indirectly employ or offer employment to
any person who was employed by Employer or any of its affiliates unless
such person shall have ceased to be employed by Employer or any of its
affiliates for a period of at least 12 months.
4.3 During the Noncompetition Period, Employee will not directly or
indirectly induce or attempt to induce any customer or supplier of Employer
or any of its affiliates to move, reduce or not increase its trade or
business with Employer or any of its affiliates.
4.4 Employee acknowledges and agrees that disparaging or critical
statements made by Employee about Employer or its board members, officers
or employees would be uniquely detrimental to the interests of both
parties. Therefore, during the Noncompetition Period, Employee agrees to
refrain from making any disparaging or critical statements about Employer
or its board members, officers or employees.
4.5 Employee acknowledges that the restrictions contained in Sections
4.1, 4.2, 4.3 and 4.4 are reasonable and appropriate. However, in the event
that a court of competent jurisdiction determines that such restrictions
are not reasonable and therefore unenforceable, the parties agree that such
court may modify the restrictions in order for, but only to the least
extent necessary for, the restrictions to be enforced by such court. In the
event such court finds that any such restriction cannot be modified so as
to make it enforceable, such restriction may be deleted by such court and
the enforceability of all other restrictions will be unaffected by such
deletion.
5. Confidentiality. Employee acknowledges that, in and as a result of
Employee's employment by Employer, Employee has been and will be making use of,
acquiring, and/or adding to confidential information of a special and unique
nature and value relating to such matters as Employer's trade secrets, systems,
procedures, manuals, confidential reports, and lists of customers and/or other
services rendered by Employer, the equipment and methods used and preferred by
Employer's customers, and the prices paid by such customers. As a material
inducement to Employer to enter into this Agreement, and to pay to Employee the
compensation referred to in Section 3 hereof, Employee covenants and agrees
Employee shall not, at any time during or after the Employment Term, directly or
indirectly disclose, divulge, or use for Employee's own benefit or purposes or
the benefit or purposes of any other person, firm, partnership, joint venture,
association, corporation, or other business organization, entity, or enterprise
other than Employer and any of its subsidiaries or affiliates any trade secrets,
information, data, or other confidential information relating to customers,
development programs, costs, prices, marketing, trading, investment, sales
activities, promotion, credit and financial data, manufacturing processes,
financing methods, plans, or the business and affairs of
-3-
Employer generally or of any subsidiary or affiliate of Employer, provided,
however, that the foregoing shall not apply to information that is not unique to
Employer or that is generally known to the industry or the public other than as
a result of breach of this covenant. Employee agrees that, upon termination of
Employee's employment with Employer for any reason, Employee will return to
Employer immediately all memoranda, books, manuals, training materials, records,
computer software, papers, plans, contracts, agreements, information, letters,
and other data, and all copies thereof or therefrom, in any way relating to the
business of Employer and its affiliates, except that Employee may retain
personal notes, notebooks, and diaries. Employee further agrees that Employee
will not retain or use for Employee's account at any time any trade names,
trademark, or other proprietary business designation used or owned in connection
with the business of Employer or its affiliates.
6. Specific Performance and Survival.
6.1 Employee acknowledges and agrees that Employer's remedies at law
for a breach or threatened breach of any of the provisions of Section 4
hereof or Section 5 hereof would be inadequate and, in recognition of this
fact, Employee agrees that, in the event of such a breach or threatened
breach, in addition to any remedies at law, Employer, without posting any
bond, shall be entitled to obtain equitable relief in the form of specific
performance, temporary restraining order, temporary or permanent
injunction, or any other equitable remedy that may then be available.
6.2 The parties agree that the terms of Sections 4, 5 and 6 are
independent of and separable from the other provisions of this Agreement
and that the termination of this Agreement for any reason will not affect
the continued existence and enforceability of Sections 4, 5 and 6. Those
Sections will survive and continue to be fully binding on and enforceable
against Employee and Employer after any termination of this Agreement.
7. Termination of Employment
7.1 Termination without Cause; Resignation for Good Reason.
7.1.1 General. (a) Subject to the provisions of Sections 7.1.2
and 7.1.3 hereof, if Employee's employment is terminated by Employer
without Cause, as defined in Section 7.3, or if Employee resigns from
Employee's employment for Good Reason, as defined in Section 7.4, then
Employer shall pay Employee severance in the amount of (i) Employee's
accrued unpaid Base Salary to the date of termination or resignation
and any bonus earned but not paid as of that date, and (ii)
continuation of Employee's annual Base Salary, as adjusted under
Section 3, as of the date of termination or resignation for a period
of twelve (12) months following the date of termination or resignation
(such period being referred to hereinafter as the "Severance Period").
In addition, if at the time of such termination or resignation
Employee has completed ten (10) years of uninterrupted service with
Employer, the severance will include a payment in the amount of 50% of
the prorated Normal Bonus level to which Employee would have been
entitled had Employee remained employed through the then applicable
bonus period. The Normal Bonus level will be calculated at the end of
the bonus period and is subject to all adjustments and reductions
determined by the Board of Directors and made applicable to all bonus
plan participants. To the extent such calculation results in a bonus
to be paid, that amount
-4-
will be prorated for the number of weeks of the bonus period occurring
prior to the week in which the termination or resignation occurred.
The Base Salary shall be payable in equal bi-weekly installments
during the Severance Period, and any bonus shall be payable at the
conclusion of the Severance Period.
(b) During the Severance Period and for a period of six (6)
months thereafter, Employee shall also be eligible to participate
on the same terms and conditions as in effect immediately prior
to such termination or resignation in all health, medical,
supplemental medical, and life insurance plans or programs
provided to Employee by Employer pursuant to Section 3.7 hereof
("Employee Welfare Plans") at the time of such termination or
resignation and which are provided by Employer to its employees
following the date of such termination or resignation; provided,
however, that Employee's eligibility to participate in these
Employee Welfare Plans shall end at such time as Employee becomes
eligible to receive coverage under comparable programs of a
subsequent employer and further provided that if Employee
participates in the Employee Welfare Plans for a period of
eighteen (18) months from the date of termination or resignation,
then Employee's COBRA rights shall commence at the end of such
eighteen (18) month period. If, during the Severance Period,
Employee is precluded from participating in any Employee Welfare
Plan by its terms or applicable law, then Employer will provide
Employee with benefits that are reasonably equivalent to those
Employee would have received under such plan had Employee been
eligible to participate therein. Anything to the contrary herein
notwithstanding, Employer shall have no obligation to continue to
maintain any Employee Welfare Plan during the Severance Period
solely as a result of this Agreement. As an example and solely
for purposes of illustration: If Employer were to terminate its
dental insurance plan prior to or during the Severance Period,
then Employer would have no obligation to maintain such plan or
provide to Employee individual dental insurance to satisfy its
obligations under this Section 7.1.1.
7.1.2 Mitigation. Employee will be required to mitigate the
amount of any payment provided for in Section 7.1.1 hereof by seeking
other employment, and the amount of any such payment will be reduced
by any compensation earned by Employee as the result of Employee's
employment by another employer or acting as a consultant or in any
other self-employed capacity subsequent to termination of Employee's
employment with Employer.
7.1.3 Death During Severance Period. If Employee dies during the
Severance Period, then the Severance Period shall immediately cease,
Employer shall not be obligated to make any further payments pursuant
to this Section 7, and the provisions of Section 8.1 hereof shall
apply as though Employee's death had occurred immediately prior to
termination of Employee's employment hereunder.
7.1.4 Date of Termination. The date of termination of employment
without Cause shall be the date specified in a written notice of
termination to Employee which in no case shall be more than 30 days
following the date of notice. The date of resignation for Good Reason
shall be the date specified in the written notice of resignation from
Employee to Employer which in no case shall be more than 30 days
following the date of notice.
-5-
7.2 Termination for Cause; Resignation Without Good Reason.
7.2.1 General. If Employee's employment hereunder is terminated
by Employer for Cause, or if Employee resigns from Employee's
employment hereunder other than for Good Reason (a "Voluntary
Termination"), then Employee shall be entitled only to payment of
Employee's Base Salary, as adjusted under Section 3, earned through
and including the date of termination or resignation. Employee shall
have no further right to receive any other compensation or to
participate in any other plan, arrangement, or benefit, after such
termination for Cause or Voluntary Termination.
7.2.2 Date of Termination. Subject to Section 7.3 hereof, the
date of termination for Cause shall be the date of receipt by Employee
of notice such termination. The date of Voluntary Termination shall be
the date of receipt by Employer of the notice of resignation.
7.3 Cause. Terminate for "Cause" means termination of Employee's
employment because, in Employer's good faith belief, (i) Employee willfully
and continually failed substantially to perform Employee's duties under the
Agreement (other than as a result of Permanent Disability, as defined
below), (ii) Employee failed to comply with any of the material term(s) of
this Agreement, including, but not limited to, Sections 4 and 5 hereof,
(iii) Employee committed an act or acts that constituted a misdemeanor
(other than a minor traffic violation) or a felony under the law of the
United States (including any subdivision thereof) or any country to which
Employee is assigned (including any subdivision thereof), including, but
not limited to, Employee's conviction for or plea of guilty or no contest
("nolo contrendre") to any such misdemeanor or felony, (iv) Employee
committed an act or acts in violation of Employer's policies and/or
practices applicable to employees at the level of Employee within
Employer's organization, (v) Employee willfully acted, or willfully failed
to act, in a manner that was injurious to the financial condition or
business reputation of Employer or any of its subsidiaries or affiliates,
(iv) Employee acted in a manner that is unbecoming of Employee's position
with Employer, regardless of whether such action or inaction occurs in the
course of the performance of Employee's duties with Employer, or (v)
Employee was subject to any fine, censure, or sanction of any kind,
permanent or temporary, issued by the Securities and Exchange Commission or
the New York Stock Exchange.
7.4 Good Reason. For purposes of this Agreement, "Good Reason" means
any of the following actions taken by Employer without Employee's prior
written consent: (i) the continued failure of Employer to pay compensation
due to Employee under this Agreement, which failure is uncorrected for a
period of 15 days following receipt by Employer of written notice thereof
from Employee; (ii) a material diminution in Employee's position,
authority, duties, or responsibilities, excluding for this purpose an
isolated, insubstantial, or inadvertent action not taken in bad faith and
that is remedied by Employer promptly after receipt of written notice
thereof given by Employee; provided, however, that a mere change of
Employee's title shall not constitute Good Reason so long as Employee
continues to perform duties, functions, and responsibilities substantially
equivalent to those performed by Employee prior to such change of title;
(iii) Employer's material failure or refusal to comply with the provisions
of this Agreement, which failure or refusal to comply is uncorrected for a
period of 15 days following receipt by Employer of written notice thereof
from Employee. It is expressly understood and
-6-
agreed by the parties hereto that Employer's failure to deliver a
notification extending the Initial Employment Term as referred to in
Section 1 hereof shall not constitute a termination without Cause.
7.5 Conditions to Severance Payments. Employer's obligation to make
any severance payments due hereunder or to provide any benefits to Employee
after any termination or resignation hereunder (other than COBRA benefits)
is expressly conditioned on Employee complying in full with the obligations
under Sections 4, 5 and 6. In the event Employee does not fully comply with
such obligations or in the event any such obligations are determined by any
court to be unenforceable to any extent, Employer shall be relieved of all
obligations to provide any severance or post-termination benefits.
8. Death or Permanent Disability.
8.1 Death. If Employee's employment hereunder is terminated by death,
then Employer shall, within 90 days of the date of death, make a lump sum
payment to Employee's estate (or other beneficiary designated by Employee
in writing) equal to all Base Salary and bonuses, if any, earned and
accrued through the date of death. Thereafter, Employer shall have no
further obligation to Employee under the Agreement.
8.2 Permanent Disability. If Employee becomes physically or mentally
disabled while employed by Employer under this Agreement so that Employee
is--with or without reasonable accommodation--unable to render the services
provided for by this Agreement for a period of six consecutive months or
for shorter periods aggregating six months during any 24-month period, or
so that Employee has a Disability (as defined under Employer's then-current
disability policy), then Employer may, at any time after the last day of
the six consecutive months of disability, the day on which the shorter
periods of disability equal an aggregate of six months, or the day on which
Employee is determined to have a Disability, terminate Employee's
employment hereunder for "Permanent Disability" by written notice to
Employee. Following such termination, Employee shall be entitled to receive
from Employer (i) all Base Salary and bonuses, if any, accrued through the
date of termination and (ii) any other benefits payable under Employer's
then-current disability policy, but all other rights of Employee hereunder
shall terminate as of the date of Employee's termination.
9. Change of Control.
9.1 Notwithstanding anything to the contrary contained herein, if
Employer terminates Employee without Cause upon or within six months
following a Change of Control (as defined below), then Employer shall pay
Employee Employee's accrued unpaid Base Salary to the date of termination
and any bonus earned but not paid and shall continue to pay Employee
Employee's annual Base Salary as of the date such termination occurs for a
period of one (1) year following the date of termination as severance pay
(such period being referred to hereinafter as the "Change of Control
Severance Period") and bonus for the year in which the termination occurs
(calculated as if the Normal Bonus for that year is earned). Any severance
payable pursuant to this Section 9.1 will be in substitution for and not in
addition to any severance that might be payable pursuant to Section 7
hereof. To the extent Employer makes payments pursuant to this Section 9.1,
it will have no additional obligations under Section 7 hereof. The
-7-
Base Salary shall be payable in bi-weekly payments during the Change of
Control Severance Period, and the bonus shall be paid at the conclusion of
the Change of Control Severance Period.
9.2 Upon a Change in Control, all options to purchase stock of
Employer held by Employee, to the extent not then exercisable, will
immediately become fully vested and exercisable and all restrictions on any
stock grants will immediately be removed.
9.3 For purposes of this Agreement, "Change of Control" means any one
of the following:
(a) any person or group (as defined in Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"))
acquiring beneficial ownership of more than 50% of Employer's then
outstanding Common Stock or 51 % or more of the combined voting power
of Employer's then outstanding securities entitled generally to vote
for the election of Employer's Directors;
(b) the consummation of the merger or consolidation of Employer
with any other corporation, other than a merger with a wholly-owned
subsidiary, the sale of substantially all of the assets of Employer,
or the liquidation or dissolution of Employer, unless, in the case of
a merger or consolidation, (x) the Directors in office immediately
prior to such merger or consolidation will constitute at least
majority of the Board of Directors of the surviving corporation of
such merger or consolidation and any parent (as such term is defined
in Rule 12b-2 under the Exchange Act) of such corporation, or (y) the
voting securities of Employer outstanding immediately prior thereto
represent (either by remaining outstanding or by being converted into
voting securities of the surviving entity) more than 66 2/3% of the
combined voting power of the voting securities of Employer or such
surviving entity and are owned by all or substantially all of the
persons who were the holders of the voting securities of Employer
immediately prior to the transaction in substantially the same
proportions as such holders owned such voting securities immediately
prior to the transaction; or
(c) Continuing Directors (as defined below) no longer constitute
at least a majority of the Board or a similar body of any successor to
Employer. For purposes of this Agreement, "Continuing Directors" means
any individual who either (i) is a member of Employer's Board of
Directors on the Effective Date, (ii) who becomes a director after the
Effective Date whose election or nomination for election by Employer's
shareholders, was approved by a vote of at least a majority of the
Continuing Directors (either by a specific vote or by approval of the
proxy statement of Employer in which such person is named as nominee
for director, without objection to such nomination), or (iii) is
designated by any party pursuant to its rights under Section 2.1 of
Employer's Amended and Restated Shareholders' Agreement dated as of
October 4, 1997, as amended.
9.4 Excess Parachute Payments. If any payment or the receipt of any
benefit under this Agreement shall be deemed to constitute an "excess
parachute payment" as such term is described in Section 280G of the
Internal Revenue Code of 1986, as amended (the "Code"), so as to result in
the loss of a deduction to Employer under Code Section 280G or in the
imposition of an excise tax on the Employee under Code Section 4999, or any
successor sections thereto, then the amounts payable or the benefits
provided under this Agreement shall be reduced to the
-8-
minimum extent necessary so that no such deduction will be lost by Employer
and no such excise tax will be imposed on the Employee. Employer, in its
sole discretion, shall determine whether or not an "excess parachute
payment" would otherwise occur and shall determine the amount and method of
the foregoing reduction.
10. Miscellaneous.
10.1 Assignment of Employee Benefits. Absent the prior written consent
of Employer, and subject to will and the laws of descent and distribution,
Employee shall have no right to exchange, convert, encumber, or dispose of
the rights of Employee to receive benefits and payments under this
Agreement, which payments, benefits, and rights thereto are non-assignable
and non-transferable.
10.2 Burden and Benefit. This Agreement shall be binding upon, and
shall inure to the benefit of, Employer and Employee, their respective
heirs, personal, and legal representatives, successors, and assigns.
10.3 Governing Law. In view of the fact that the principal office of
Employer is located in the State of Missouri, the parties understand and
agree that the construction and interpretation of this Agreement shall at
all times and in all respects be governed by the laws of the State of
Missouri, that the state and federal courts situated in the State of
Missouri shall have exclusive jurisdiction over any claims arising under or
in relation to this Agreement, and that the parties consent to personal
jurisdiction in such state and federal courts.
10.4 Headings. The headings of the Sections of this Agreement are for
reference only and not to limit, expand, or otherwise affect the contents
of this Agreement.
10.5 Entire Agreement; Modification. Except as to Employer's Stock
Option Plans, any instrument relating to an Option granted thereunder and
written agreements signed by both of the parties hereto from time to time
after the date hereof, this Agreement contains the entire agreement and
understanding by and between Employer and Employee with respect to the
subject matter hereof, and any representations, promises, agreements, or
understandings, written or oral, not herein contained shall be of no force
or effect. No change, waiver, or modification of any provision of this
Agreement shall be valid or binding unless the same is in writing and duly
executed by both parties and no evidence of any waiver or modification
shall be offered or received in evidence of any proceeding, arbitration, or
litigation between the parties hereto arising out of or affecting this
Agreement, or the rights or obligations of the parties hereunder, unless
such waiver or modification is in writing, duly executed as aforesaid, and
the parties further agree that the provisions of this Section 10.6 may not
be waived except as set forth herein.
10.6 Waiver of Breach. The waiver by Employer of a breach of any
provision of this Agreement by Employee shall not operate or be construed
as a waiver of any subsequent breach by Employee.
10.7 Notice. For the purpose of this Agreement, notices and all other
communications provided for in the Agreement shall be in writing and shall
be deemed to have been duly given when delivered or mailed by United States
registered mail, return receipt
-9-
requested, postage prepaid, addressed to the respective addresses set forth
on the execution page of this Agreement, provided, however, that all
notices to Employer shall be directed to the attention of the Board of
Directors of Employer with a copy to the Secretary of Employer, or to such
other address as either party may have furnished to the other in writing in
accordance herewith, except that notice of change of address shall be
effective only upon receipt.
10.8 Withholding Taxes. Employer may withhold from any amounts payable
under this Agreement such federal, state, and local taxes as may be
required to be withheld pursuant to any applicable law or regulation.
10.9 Counterparts. This Agreement may be signed in counterparts, each
of which shall be an original, with the same effect as if the signatures
thereto and hereto were upon the same instrument.
IN WITNESS WHEREOF, Employer and Employee have duly executed this
Agreement as of the day and year first hereof written.
EMPLOYEE:
Signature: /s/ Xxxxx X. Xxxxxx
--------------------------------
Printed Name: Xxxxx X. Xxxxxx
Address: 0000 Xxxxxx
Xxxxxx, XX 00000
AMERICAN ITALIAN PASTA COMPANY
By: /s/ Xxxxxxx X. Xxxxxxx
---------------------------------------
Printed Name: Xxxxxxx X. Xxxxxxx
Address: 0000 Xxxxx Xxxxxxxx Xxxxx
Xxxxx 000
Xxxxxx Xxxx XX 00000-0000
-10-
