Exhibit 10.6
SALARY CONTINUATION AGREEMENT
AMENDMENT NO.1
This amendment No. 1 to the Salary Continuation Agreement (the "Amended
Agreement") is dated and effective as of April 1, 1999 by and between Sparta
Foods, Inc. ("Sparta") and Xxxx X. Xxxxxx ("Employee")
RECITALS
Sparta and Employee entered into a Salary Continuation Agreement dated
August 16, 1995 (the "Agreement")
Sparta and Employee desire to amend the Agreement to replace the
definition of "Change of Control" in order to broaden such definition to cover
the variety of forms a change of control of Sparta may occur and provide
Employee with the benefits the Agreement is intended to provide;
AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the mutual
covenants and agreements contained herein, and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the
parties hereto agree as follows:
All capitalized terms not otherwise defined herein shall have the
respective meanings ascribed to such terms in the Agreement.
The definition of "Change of Control" under "DEFINITION" is hereby
replaced in its entirety with the following definition:
1. Change of Control. LaCanasta of Minnesota, Inc. ("LaCanasta") is a
wholly owned subsidiary of Sparta. "Change of Control" shall mean any of the
following events occurring after the date of the Agreement:
A. A merger, consolidation, stock sale, stock exchange, or
other reorganization to which Sparta or LaCanasta is a party if the
individuals and entities who were shareholders of Sparta immediately
prior to the effective date of such merger or consolidation have,
immediately following the effective date of such merger or
consolidation beneficial ownership (as defined in Rule 13d-3 under the
Securities Exchange Act of 1934) less than fifty percent (50%) of the
total combined voting power of all classes of securities issued by the
surviving corporation for the election of directors of the surviving
corporations;
B. The sale of substantially all the assets of Sparta or
LaCanasta to any person or entity other than a sale to a corporation or
other entity with respect to which a majority of the shareholders of
Sparta immediately prior to such sale own a majority of the combined
voting power of all classes of securities of the purchasing person or
entity for the election of directors of the purchasing person or
entity;
C. The sale of a majority of the outstanding shares of
LaCanasta to any person or entity which is not a wholly-owned
subsidiary of Sparta or LaCanasta;
D. The direct or indirect beneficial ownership (as defined in
Rule 13d-3 under the Securities Exchange Act of 1934) of securities of
Sparta representing, in the aggregate, a majority of the combined
voting power of all classes of Sparta's then issued and outstanding
securities by any person or entity or by a group of associated persons
or entities acting in concert; or
E. A change in the composition of the Board of Directors of
Sparta or LaCanasta at any time during any consecutive twenty-four (24)
month period such that the "Continuity Directors" cease for any reason
to constitute at least a seventy percent (70%) majority of the Board.
For purposes of this event, "Continuity Directors" means those members
of the Board who either:
(1) were directors at the beginning of such consecutive
twenty-four (24) month period; or
(2) were elected by, or on the nomination or
recommendation of, at least a two thirds (2/3)
majority of the then-existing Board of Directors.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day and year first above written.
SPARTA FOODS, INC.
By: /s/ Xxxxxxx Xxxxxx
Its Chairman of the Board
EMPLOYEE
/s/ Xxxx X. Xxxxxx
Xxxx X. Xxxxxx
