EXHIBIT 10.66
-------------
THIRD AMENDMENT TO
STOCK PURCHASE AND LOAN AGREEMENT
Reference is made to that certain Stock Purchase and Loan Agreement
(the "Original Loan Agreement"), dated as of October 1, 1997, and amended by an
Amendment to Stock Purchase and Loan Agreement dated December 31, 1997 (the
"First Amendment"), and an Amendment dated as of December 21, 1998 (the "Second
Amendment") by and between ANNIE'S HOMEGROWN, INC. (the "Company"), a Delaware
corporation and Xxxxxx X. Xxxxxx ("Key Employee"). This third amendment ("Third
Amendment") to the Original Loan Agreement, as amended, is made as of December
2, 1999 by and between the Company and Key Employee. Capitalized terms not
defined in this Third Amendment shall have the meaning given to them in the
Original Loan Agreement.
BACKGROUND
----------
A. Key Employee and the Company entered into the Original Loan
Agreement to enable Key Employee to purchase Eighty Four Thousand Five Hundred
Fifty-Two (84,552) Shares at a price of $0.80 per Share pursuant to certain
Options which previously were granted by the Company to Key Employee.
B. The Original Loan Agreement stated in Section 6 thereof that the
Principal Amount of the loan will be repaid by the Company under certain
circumstances. A computational error was made in computing the amounts of such
repayments.
C. Key Employee and the Company pursuant to the First Amendment amended
the Original Loan Agreement to correct this error, among other things.
D. Key Employee and the Company pursuant to the Second Amendment
clarified the language in the Original Loan Agreement relating to the Company's
rights upon a change of control and termination of Key Employee's employment.
E.Key Employee and the Company wish to further amend the Original Loan
Agreement, as amended, as set forth herein.
AGREEMENT
---------
In consideration of the foregoing background and the mutual agreements
of the parties set forth in this Third Amendment, the Company and Key Employee
agree as follows:
1. The Original Loan Agreement, as amended, is hereby further
amended in Section 8.4(i) by striking "within 45 days of the
termination date" and replacing it with "by January 1, 2000,
unless the Company closes on a
transaction with Homegrown Holdings Corp. on or before January
1, 2000, in which event Key Employee agrees to execute an
Omnibus Secured Promissory Note in the form attached providing
for repayment of the loan quarterly over a five-year period,
together with a Security Agreement and any other required
documents or instruments."
2. The Original Loan Agreement, as amended, is hereby further
amended in Section 8.4(ii) by striking "for the price of $0.80
per share (plus accrued interest)" and replacing it with "at a
price equal to the greater of (A) $1.50 per Share, and (B) the
fair market value of shares of Common Stock determined with
reference to any sale of stock by the Company to a third party
that is completed on or prior to January 1, 2000."
3. The Original Loan Agreement, as amended, is hereby further
amended by striking Section 7 Pledge of Stock in its entirety.
4. In all other respects, the Original Loan Agreement, as
amended, is hereby ratified and confirmed.
5. This Third 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 Third Amendment has been executed as of the
date first set forth above.
ANNIE'S HOMEGROWN, INC.
By: /s/ Xxxx Xxxxx
-----------------------------------
Xxxx Xxxxx, Chief Financial Officer
KEY EMPLOYEE:
/s/ Xxxxxx X. Xxxxxx
----------------------------------------
Xxxxxx X. Xxxxxx
