Exhibit 10.10
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of July 1, 1998, by and between AURORA
FOODS INC. (the "Company"), a Delaware corporation, and M. Xxxxxx Xxxxxxxx
(the "Executive").
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive and the Executive
desires to be employed by the Company on the terms set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants set forth
herein and other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties hereto agree as
follows:
1. Employment. Upon the terms and subject to the conditions of this
Agreement, the Company hereby employs the Executive and the Executive
hereby accepts employment with the Company in the capacities hereinafter
set forth.
2. Term of Employment. Except as provided in Section 6, the term
of employment of the Executive (the "Term") pursuant to this Agreement
shall commence on the date hereof (the "Effective Date") and shall
terminate on the date (the "Termination Date") that is the earlier of (x)
the second anniversary of the Effective Date or (y) the date the
Executive's employment hereunder is terminated pursuant to Section 6
hereof; provided, that in the event that (i) Xxx X. Xxxxxx is terminated
without "cause" pursuant to the employment agreement of even date herewith
between Xxx X. Xxxxxx and the Company, the Term hereunder shall
automatically terminate as of the effective date of such termination of Xxx
X. Xxxxxx and the Executive shall be deemed to have been terminated without
cause pursuant to Section 6(d) of this Agreement, and (ii) Xxx X. Xxxxxx
resigns as Chief Executive Officer of the Company without the consent of
the board of directors of the Company, the Executive shall automatically be
deemed to have resigned as Chief Financial Officer of the Company and the
Term hereunder shall terminate as of the effective date of such resignation
by Xxx X. Xxxxxx.
3. Duties; Extent of Services.
(a) Duties. During the Term, the Executive shall serve as Chief
Financial Officer of the Company, and shall, in accordance with and,
subject to the provisions of the Bylaws (as amended from time to time) of
the Company and the right of
Executive to provide management and other services to certain other
business ventures as provided in Section 8 hereof, devote all or
substantially all of her business time and attention to the affairs of the
Company and perform the duties, undertake the responsibilities and exercise
the authority customarily performed, undertaken and exercised by a person
in such position in the business in which the Company is engaged. The
Executive shall report to and carry out the lawful directions of the board
of directors of the Company (the "Board"). The Executive shall be based in
an office located in the San Francisco, California metropolitan area.
(b) Extent of Services. Except for illness and permitted
vacation periods, during the Term the Executive shall (i) devote her best
efforts and ability to the business and affairs of the Company and its
subsidiaries; and (ii) discharge such executive and administrative and
other duties not inconsistent with her position as may be assigned to her
by the Board. For so long as the Executive remains employed as Chief
Financial Officer of the Company, she shall serve, if requested, without
additional compensation, on the Board, on the board of directors of any
subsidiary of the Company and as Chief Financial Officer of any subsidiary
of the Company.
4. Compensation.
(a) Base Salary. Subject to the terms and conditions herein, in
consideration of the services rendered by the Executive hereunder and
provided that the Executive has performed in all material respects all of
her obligations provided for herein, the Company will pay to the Executive
a base salary (the "Base Salary") at a minimum of Two Hundred Fifty
Thousand Dollars ($250,000) per year during the Term. The Base Salary
shall be paid in accordance with the Company's normal payroll practice.
(b) Bonus. The Company shall pay the Executive a bonus (the
"Bonus") in an amount expressed as a percentage of the Base Salary with
respect to each fiscal year or portion thereof during the Term in
accordance with the following provisions:
(i) For (A) the fiscal years ended December 31, 1998 and
December 31, 1999, during the Term the Bonus shall be payable
with respect to the EBITDA Target (as defined below) for such
fiscal years then ended and (B) the period commencing January 1,
2000 and ending June 30, 2000 during the Term, the Bonus shall be
payable with respect to the EBITDA Target for the six months then
ended (in each case, the "Applicable Period").
(ii) If the Financial Results (as defined below) of the
Company for the Applicable Period during the Term are at least
90%
2
but less than 95% of the EBITDA Target (as defined below) for the
Applicable Period, the Executive shall be paid an amount equal to
30% of so much of her Base Salary as was paid with respect to the
Applicable Period.
(iii) If the Financial Results of the Company for the
Applicable Period during the Term are at least 95% but less than
100% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 45% of so much of her
Base Salary as was paid with respect to the Applicable Period.
(iv) If the Financial Results of the Company for the
Applicable Period during the Term are at least 100% but less than
105% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 60% of so much of her
Base Salary as was paid with respect to the Applicable Period.
(v) If the Financial Results of the Company for the
Applicable Period during the Term are at least 105% but less than
110% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 65% of so much of her
Base Salary as was paid with respect to the Applicable Period.
(vi) If the Financial Results of the Company for the
Applicable Period during the Term are at least 110% but less than
115% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 70% of so much of her
Base Salary as was paid with respect to the Applicable Period.
(vii) If the Financial Results of the Company for the
Applicable Period during the Term are at least 115% but less than
120% of the EBITDA Target for the Applicable Period, the
Executive shall be paid an amount equal to 75% of so much of her
Base Salary as was paid with respect to the Applicable Period.
(viii) If the Financial Results of the Company for the
Applicable Period during the Term equal or exceed 120% of the
EBITDA Target for the Applicable Period, the Executive shall be
paid an amount equal to 80% of so much of her Base Salary as was
paid with respect to the Applicable Period.
3
(c) For the purpose of this Agreement (i) the term "EBITDA
Target" shall mean the Company's projected earnings before interest, taxes,
one-time transition expenses, non-cash compensation expense charges,
depreciation and amortization, as contained in the Company's budget for the
Applicable Period and which is approved by the Board (without reference to
any adjustments or revision, upwards or downwards, to such projected
earnings which are subsequently approved by the Board as part of any
subsequent revision to such budget), and (ii) the term "Financial Results"
shall mean the Company's EBITDA calculated by reference to the Company's
financial statements for the Applicable Period as filed with the Securities
and Exchange Commission (the "SEC").
(d) The Bonus due under Section 4(b) shall be paid to the
Executive within thirty (30) days of the filing of the Company's annual
audited financial statements for the relevant year with the SEC.
5. Other Executive Benefits. (a) During the Term, the Executive
shall be entitled to (i) vacation time in accordance with the Company's
approved policy from time to time then in effect; (ii) participate in all
employee insurance and other fringe benefit programs, including, without
limitation, life, health, dental and accident insurance plans and long term
disability now or hereafter maintained by the Company for senior executive
or other salaried personnel for which the Executive is eligible;
(iii) participate in a pension plan with terms similar to those applicable
to executives of the Company; and (iv) participate in the Company's equity
compensation plan to the extent determined by the Board from time to time.
(b) The Company shall promptly reimburse the Executive for all
reasonable documented business expenses incurred in furtherance of the
business and affairs of the Company in accordance with approved company
policies.
6. Termination Provisions.
(a) Termination for Cause. The Board may terminate the
Executive's employment hereunder for Cause, as hereinafter defined,
immediately upon written notice to the Executive. For purposes of this
Agreement, "Cause" shall mean (A) proven dishonesty of the Executive
detrimental to the best interests of the Company or any of its subsidiaries
or conviction of the Executive of a crime which constitutes a felony,
(B) any material act or omission by the Executive during the Term involving
willful malfeasance or gross negligence in the performance of her duties
hereunder, (C) repeated failure of the Executive to follow the reasonable
instructions of the Board (other than inattention or neglect resulting from
illness or disability of the Executive) which inattention and neglect does
not cease within fifteen days after written notice thereof specifying the
details of such conduct is given by the Board to the Executive or (D)
material breach by the
4
Executive of any material provision of this Agreement (provided, however,
that if such breach is curable and is remedied to the reasonable
satisfaction of the Board within fifteen days after written notice thereof
specifying the details of such breach is given by the Board to the
Executive, such breach shall not fall within the definition of "Cause" for
purposes of this Subsection (D)). During the Term, the Executive shall be
entitled to only one such notice and right to cure for any single act or
event. If the Executive's employment is terminated for Cause, the
Executive shall be entitled to receive only the unpaid portion of the Base
Salary then in effect which has accrued to the date of termination.
(b) Termination By Reason of Permanent Disability. If at any
time during the Term an independent licensed physician selected by the
Board determines that the Executive has been or will be unable, as a result
of physical or mental illness or incapacity, to perform her duties
hereunder for a period of four consecutive months or for an aggregate of
more than six months in any twelve month period (a "Permanent Disability"),
the Executive's employment hereunder may be terminated by the Board upon
thirty days' written notice to the Executive. If the Executive's
employment is terminated by reason of Permanent Disability, the Executive
shall be entitled to receive only the sum of (x) the unpaid portion of the
Base Salary then in effect which has accrued to the date of termination
plus (y) an amount equal to six months of the Executive's Base Salary plus
(z) an amount equal to a pro rata portion of the Bonus payable pursuant to
Section 4(b) hereof assuming that the Financial Results of the Company for
the then current Applicable Period equal exactly 100% of the EBITDA Target
for such Applicable Period, with such pro rata portion based on the actual
number of days during such Applicable Period that Executive was employed by
the Company. Such amounts due shall be paid within thirty (30) days after
any termination due to a Permanent Disability and shall be in lieu of any
other payment to which the Executive may be otherwise entitled.
(c) Termination By Reason of Death. The Executive's employment
hereunder shall automatically terminate on the date of her death. If the
Executive's employment is so terminated by her death, the Company shall pay
to the Executive's estate in addition to the unpaid portion of the Base
Salary then in effect through date of Executive's death the sum of (y) an
amount equal to six months of the Executive's Base Salary plus (z) an
amount equal to a pro rata portion of the Bonus payable pursuant to Section
4(b) hereof assuming that the Financial Results of the Company for the then
current Applicable Period equal exactly 100% of the EBITDA target for such
Applicable Period, with such pro rata portion based on the actual number of
days during such Applicable Period that Executive was employed by the
Company. Any amounts due shall be paid within thirty (30) days after the
date of her death if a personal representative has been appointed by the
end of such thirty (30) day period or, if a personal representative has not
been appointed by the end of such thirty (30) day period, promptly after a
personal representative has been appointed. All such
5
amounts payable pursuant to this Section 6(c) shall be in lieu of any other
payment to which the Executive may otherwise be entitled.
(d) Termination Without Cause. The Board may terminate the
Executive's employment hereunder at any time for any reason without Cause
in which case the Executive shall be entitled to receive an amount (the
"Severance Amount") equal to the sum of (x) the Base Salary then in effect
for the balance of the Non-Compete Period (as defined below in Section
7(a)) plus (y) an amount equal to the Bonus payable pursuant to Section
4(b) hereof based upon the actual Financial Results of the Company for the
remainder of the Non-Compete Period. For purposes of determining the Bonus
payable during the remainder of the Non-Compete Period, it shall first be
measured in respect of the Applicable Period first ended during the
remainder of the Non-Compete Period and thereafter in respect of each
succeeding Applicable Period that commences during the Non-Compete Period.
The Severance Amount shall be in lieu of any other severance payment to
which Executive may be otherwise entitled under any other severance plan
maintained by the Company. The Base Salary portion of the Severance Amount
shall be paid in accordance with the Company's normal payroll practice over
the balance of the Non-Compete Period. For each Applicable Period within
the Non-Compete Period, the Bonus portion of the Severance Amount shall be
paid within thirty days of the filing with the SEC of the Company's
financial statements covering such Applicable Period.
(e) Change of Control. This Agreement may be assigned in
connection with a Change of Control (as defined below) as provided in
Section 10(a) hereof. In the event of a Change of Control:
(i) the Executive shall have no obligation to move to a new
work location that is more than 50 miles from the Executive's
principal work location immediately prior to such Change of
Control;
(ii) the amount of Base Salary set forth in Section 4(a)
hereof and the Bonus opportunities set forth in Section 4(b)
hereof shall not be subject to reduction;
(iii) the Executive's title, duties and responsibilities
as set forth in Section 3(a) hereof shall not be subject to
reduction; and
(iv) the Executive's reasonable, documented business
expenses shall continue to be reimbursed in a manner consistent
with the Company's reimbursement practice prior to such Change of
Control.
6
Following a Change of Control, the failure by the Company (or its successor
or assign) to comply with any of subparagraphs (i)-(iv) shall permit the
Executive to terminate this Agreement for "Good Reason", on written notice
to the Company (or its successor or assign). In the event the Executive
terminates this Agreement for Good Reason, the Executive shall be entitled
to receive the Severance Amount. The Severance Amount shall be in lieu of
any other severance payment to which the Executive may otherwise be
entitled under any other severance plan maintained by the Company (or its
successor or assign). The Severance Amount shall be paid in accordance
with Section 6(d) hereof.
For purposes of this Agreement, a "Change of Control" shall mean
(i) the sale, exchange or other disposition of the issued and outstanding
shares of Common Stock of the Company or the merger, consolidation or other
business combination of the Company and/or its subsidiaries in a single
transaction or a series of related transactions after which the
shareholders of the Company on the date immediately prior to the single
transaction or first transaction of the series own less than 50% of the
outstanding shares of voting common stock of the Company or any surviving
corporation in any such single transaction or series of related
transactions, or (ii) the sale or transfer of all or substantially all of
the assets of the Company and its subsidiaries taken as a whole, to a
person or entity other than the Company or its wholly-owned subsidiaries;
provided, that any merger, consolidation, dissolution, sale of
substantially all the assets or other similar transaction consummated in
connection with the initial public offering of the Company's common stock
shall not constitute a "Change of Control" hereunder.
7. Covenants of the Executive.
(a) Non-Competition. During the Non-Compete Period (as defined
below), the Executive shall not, directly or indirectly, be associated with
any entity, whether as a director, officer, employee, agent, consultant,
partner, owner, shareholder, member, independent contractor or otherwise,
that is then engaged in a Restricted Business (as defined below), including
any "Platform", as defined in Section 8 hereof, other than the Company and
its subsidiaries. A "Restricted Business" means any business or venture
engaged in the manufacture, marketing, distribution or sale of food
products (but excluding beverages) for human consumption. The "Non-Compete
Period" shall commence as of the Effective Date and remain in effect
through the Term and thereafter until the earlier of (x) the second
anniversary of the Effective Date or (y) the first anniversary of the date
of hire of a Chief Executive Officer of the Company other than Xxx X.
Xxxxxx.
(b) Non-Solicitation of Employees of the Employer. Until the
end of the Non-Compete Period, the Executive shall not, and shall cause
each business or entity with which she is or shall become associated in any
capacity not to, solicit for employment
7
or employ any person who is then employed in a professional or managerial
position by the Company, its subsidiaries or affiliates.
(c) Confidentiality. The Executive agrees and acknowledges that
the Confidential Information (as defined below) of the Company and its
subsidiaries is valuable, special and unique to their business; that such
business depends on such Confidential Information; and that the Company
wishes to protect such Confidential Information by keeping it confidential
for the use and benefit of the Company and its subsidiaries. Based on the
foregoing, the Executive agrees to undertake the following obligations with
respect to such Confidential Information:
(i) the Executive agrees to keep any and all Confidential
Information in trust for the exclusive use and benefit of the
Company and its subsidiaries;
(ii) the Executive agrees that, except as required by
applicable law or as authorized in writing by the Board, she will
not at any time during or after the termination of her employment
hereunder, disclose, directly or indirectly, any Confidential
Information of the Company or any of its subsidiaries;
(iii) the Executive agrees to take all reasonable steps
necessary, or reasonably requested by the Company, to ensure that
all Confidential Information is kept confidential for the
exclusive use and benefit of the Company and its subsidiaries;
and
(iv) the Executive agrees that, upon termination of her
employment hereunder or at any other time that the Company may in
writing so request, she will promptly deliver to the Company all
materials constituting Confidential Information (including all
copies thereof) that are in her possession or under her control.
The Executive further agrees, that if requested by the Company,
to return any Confidential Information pursuant to this
subparagraph (iv), she will not make or retain any copy or
extract from such materials.
For purposes of this Section 7(c), "Confidential Information" means
any and all information developed by or for the Company or any of its
subsidiaries of which the Executive gains or has acquired knowledge during
or prior to the Term by reason of her affiliation with the Company, its
subsidiaries or any predecessor that is (A) not generally known in any
industry in which the Company or any of its subsidiaries is or may become
engaged or (B) not publicly available. Confidential Information includes,
but is not limited
8
to, any and all information developed by or for the Company or any of its
subsidiaries concerning plans, marketing and sales methods, customer lists,
materials, processes, business forms, procedures, devices, plans for
development of products, services or expansion into new areas or markets,
internal operations, and any trade secrets and proprietary information of
any type owned by the Company or any of its subsidiaries, together with all
written, graphic and other materials relating to all or any part of the
same.
8. Unrelated Business Ventures. In addition to and not in
limitation of her obligations under Section 7 hereof:
(a) The Company acknowledges that the Executive is a member of
Dartford Partnership L.L.C. ("Dartford") and that Dartford and its members
provide management and other services to business ventures or groups of
affiliated business ventures (each, a "Platform"). On the date hereof,
Dartford and its members provide such services to (i) the Company and its
subsidiaries and (ii) the Xxxxx Xxxx Pet Food Company group. The Company
acknowledges and agrees that the performance by the Executive or Dartford
of such services for or on behalf of a Platform other than the Company and
its subsidiaries shall not constitute a breach of this Agreement so long as
the Executive complies with the provisions of Section 7 and the remaining
provisions of this Section 8.
(b) The Company and the Executive agree that the Executive will
limit her business ventures to two Platforms for the period (the
"Restricted Period") commencing on the date hereof and ending on the later
of (x) the first anniversary of the date hereof and (y) the date the
Company initiates a search to hire a person (other than Xxx X. Xxxxxx) who
is expected to join the Company either as its Chief Executive Officer or in
another capacity with the expectation that such person will become Chief
Executive Officer. In the event that during the Restricted Period any
management services agreement between Dartford and a member company of one
of its then existing Platforms terminates, the Executive shall have the
right to engage in business activities with a new Platform; provided, that
the aggregate number of Platforms for which the Executive provides services
at any one time during the Restricted Period shall not exceed two; and,
provided, further, that any such new platform shall not be in a business
engaged in the manufacture, marketing, distribution or sale of food
products (but excluding beverages) for human consumption.
(c) The restrictions set forth in this Section 8 shall terminate
and be of no further force and effect on the expiration of the Restricted
Period or, if earlier, on the Termination Date so long as such Termination
Date does not arise from the termination of the Executive's employment
hereunder by reason of her resignation (or deemed resignation) without the
consent of the Board or from Termination for Cause; provided, that the
Executive's liability for breaches under this Section 8 shall survive any
termination of this Agreement or Executive's employment hereunder insofar
as such liability relates to actions
9
taken by the Executive prior to such termination; and, provided, further,
that nothing in this Section 8 modifies or reduces the obligations of the
Executive under Section 7 hereof.
9. Certain Adjustments. In the event the Company hires a Chief
Executive Officer to replace Xxx X. Xxxxxx in such capacity, the Company
and the Executive agree to review and renegotiate the terms of this
Agreement (including without limitation the Base Salary and Bonus
provisions hereof) to reflect the impact of such hiring, with any adjusted
terms of this Agreement to be mutually acceptable to the Board, on the one
hand, and the Executive, on the other hand.
10. Successors; Assignment.
(a) The Company. The Company may assign any of its rights and
obligations hereunder, without the written consent of the Executive, in
connection with a Change of Control. This Agreement shall be binding upon
and shall inure to the benefit of the Company and its successors and
assigns.
(b) The Executive. Neither this Agreement nor any right or
interest hereunder may be assigned by the Executive, her beneficiaries, or
legal representatives without the prior written consent of the Board;
provided, however, that nothing in this Section 10 shall preclude (i) the
Executive from designating a beneficiary to receive any benefit payable
hereunder upon her death, or (ii) the executors, administrators, or other
legal representatives of the Executive or her estate from assigning any
rights hereunder to distributees, legatees, beneficiaries, testamentary
trustees or other legal heirs of the Executive.
11. Indemnification. The Company shall indemnify, in the manner and
to the fullest extent permitted by applicable law and the by-laws of the
Company, the Executive (or the estate of the Executive) in the event the
Executive (or the Executive's estate) was or is a party to, or is
threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the
Company, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that the Executive is or was a director,
officer, employee, or agent of the Company, or is or was serving at the
request of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise, against
expenses (including attorneys' fees) ("Expenses"), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person
in connection with such action, suit or proceeding (including without
limitation in connection with the defense or settlement of such action,
suit or proceeding). To the extent and in the manner provided by applicable
law, any such Expenses shall be paid by the Company in advance of the final
disposition of such action, suit or proceeding, even if the Executive is
alleged to have not met the applicable standard of
10
conduct required under this Section or is alleged to have committed conduct
so that, if true, the Executive (or the Executive's estate) would not be
entitled to indemnification under this Section, upon receipt of an
undertaking, which need not be secured, by or on behalf of such person to
repay such amount if it shall ultimately be determined that she is not
entitled to be indemnified by the Company as authorized in this Section.
Unless otherwise permitted by applicable law, the indemnification provided
for herein shall be made only as authorized in the specific case upon a
determination, made in the manner provided by applicable law, that
indemnification of the Executive (or the Executive's estate) is proper in
the circumstances. The Company's obligations under this Section 11 shall
survive any termination of this Agreement or any termination of Executive's
employment by the Company.
12. Notices. All notices and other communications hereunder shall be
in writing and shall be deemed to have been given when delivered by hand,
mailed by first-class registered or certified mail, postage prepaid and
return receipt requested, or delivered by overnight courier addressed as
follows:
(i) If to the Company:
Aurora Foods Inc.
000 Xxxxxxxxxx Xxxxxx
Xxxxx 0000
Xxx Xxxxxxxxx, XX 00000
(ii) If to the Executive:
0000 Xxxxxxxx, Xxx. 0
Xxx Xxxxxxxxx, XX 00000
or, in each case, at such other address as may from time to time be
specified to the other party in a notice similarly given.
13. Governing Law. This Agreement shall be governed by and construed
in accordance with the laws of the State of New York without giving effect
to the conflicts of law principles thereof.
14. Entire Agreement. This Agreement contains the entire agreement
of the parties relating to the subject matter hereof and supersedes all
prior agreements, representations, warranties and understandings, written
or oral, with respect thereto.
11
15. Severability. If any term or provision of this Agreement or the
application thereof to any person, property or circumstance shall to any
extent be invalid or unenforceable, the remainder of this Agreement, or the
application of such term or provision to persons, property or circumstances
other than those as to which it is invalid or unenforceable, shall not be
affected thereby, and each term and provision of this Agreement shall
remain valid and enforceable to the fullest extent permitted by law.
16. Remedies.
(a) Injunctive Relief. The Executive acknowledges and agrees
that the covenants and obligations of the Executive contained in Section 7
and Section 8 hereof relate to special, unique and extraordinary matters
and are reasonable and necessary to protect the legitimate interests of the
Company and its subsidiaries and that a breach of any of the terms of such
covenants and obligations will cause the Company irreparable injury for
which adequate remedies at law are not available. Therefore the Executive
agrees that the Company shall be entitled to an injunction, restraining
order, or other equitable relief from any court of competent jurisdiction,
restraining the Executive from any such breach.
(b) Remedies Cumulative. The Company's rights and remedies
under this Section 16 are cumulative and are in addition to any other
rights and remedies the Company may have at law or in equity.
17. Withholding Taxes. The Company may deduct any federal, state or
local withholding or other taxes from any payments to be made by the
Company hereunder in such amounts which the Company reasonably determine
are required to deduct under applicable law.
18. Survival. The obligations of the Company to pay any amounts due
to Executive after termination of this Agreement, and the obligations of
Executive under Sections 7 and 8 hereof, shall survive any termination of
this Agreement to the extent such obligations do not terminate upon such
termination in accordance with the terms thereof.
19. Amendments, Miscellaneous, etc. Neither this Agreement nor any
term hereof may be changed, waived, discharged or terminated except by an
instrument in writing signed by the party against which such change,
waiver, discharge or termination is sought to be enforced and with Board
approval. This Agreement may be executed in one or more counterparts, each
of which shall be deemed an original, and all of which together shall
constitute one and the same instrument. The headings contained in this
Agreement are for reference purposes only and shall not affect in any way
the meaning or interpretation of this Agreement.
12
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the date first written above.
AURORA FOODS INC.
By: /s/ Xxx Xxxxx
-----------------------------
Name: Xxx Xxxxx
Title: Executive Vice President
/s/ M. Xxxxxx Xxxxxxxx
--------------------------------
M. Xxxxxx Xxxxxxxx
13
