TERMINATION AGREEMENT
THIS TERMINATION AGREEMENT, is made and entered into as of this 9th day
of June, 2000, by and between PINNACLE FOODS, INC., a Pennsylvania corporation
(the "Company"), and H. XXXXXX XXXXX ("Executive").
RECITALS
WHEREAS, the Company and Executive are parties to that certain
Employment Agreement, dated as of the 1st day of July, 1999 (the "Employment
Agreement"), pursuant to which Executive agreed to serve as President of the
Company and, if requested by the Company, as a director of the Company without
additional compensation; and
WHEREAS, the Company has informed Executive that it wishes to terminate
the Employment Agreement and Executive's service as President, as an employee of
the Company and as a member of the Company's Board of
Directors (the "Termination");
WHEREAS, in connection with the Termination, the Company has found
buyers (the "Buyers") for the 2,000,000 shares (the "Shares") of common stock of
the Company, $0.01 par value per share (the "Common Stock"), that Executive
currently holds of record or beneficially;
WHEREAS, Executive has loaned an aggregate amount of $270,000 to the
Company (the "Executive Loans") as a result of which he is the holder of a
Promissory Note in the amount of $250,000, dated August 1, 1999, and a
Promissory Note in the amount of $20,000, dated January 27, 2000, each payable
by the Company (collectively, the "Notes"), and the Executive and his wife have
personally guaranteed loans (the "Guarantee") made to the Company by Jefferson
Bank (the "Bank") and collateralized the Guarantee with their primary residence
(the "Collateral"), such loans currently being in the aggregate approximate
amount of $400,000 (the "Jefferson Loans");
WHEREAS, the Company's Vice President, Xxxxxxx Xxxxx and his wife (the
"Queens") have also personally guaranteed the Jefferson Loans and collateralized
such guarantee with their primary residence;
WHEREAS, in connection with the Termination and contemplated sale of
his Shares, Executive has agreed to contribute the Executive Loans as an
additional capital contribution to the Company and to enter into this
Termination Agreement; and
WHEREAS, the Company and Executive wish to hereby confirm their mutual
understanding of the terms and conditions of the Termination as set forth more
fully herein.
NOW, THEREFORE, in consideration of the facts, mutual promises, and
covenants contained herein and intending to be legally bound hereby, the Company
and Executive agree as follows:
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1. Termination of Employment. On the date of execution of this
Termination Agreement (the "Effective Date"), Executive shall execute and
deliver to the Company a resignation as a director of the Company and a
resignation as an officer and employee of the Company, which shall be effective
immediately. The resignation shall be substantially in the form of Annex A
attached hereto. In accordance with the terms and subject to the conditions of
this Termination Agreement, the Employment Agreement shall terminate on the
Effective Date. On or before the date hereof, the Company is delivering the sum
of $7,980.70, representing unpaid salary less appropriate tax withholding and
reimbursement for certain expenses claimed by Executive, to be held in escrow
pursuant to paragraph 16(b) and the Escrow Agreement of even date herewith
attached hereto as Annex B
2. No Compensation and Benefits. Executive acknowledges that, except as
provided in paragraph 1 above, as of the Effective Date, he is not entitled to
any unpaid salary, bonuses or commissions or to the receipt of any other benefit
as an employee or former employee of the Company, except the right to purchase
health insurance coverage under COBRA in accordance with applicable law and at
such rates as shall be established by the Company within the limits of
applicable law.
3. Waiver of Expense Reimbursement. Except as provided in paragraph 1
above, Executive hereby waives all claims for reimbursement by the Company of
expenses he incurred in connection with his service as a director or employee of
the Company, if any.
4. Contribution of Executive Loans. Executive hereby contributes the
Executive Loans as an additional capital contribution to the Company.
Concurrently with the execution of this Termination Agreement, Executive is
delivering the Notes, to be held in escrow pursuant to paragraph 16(b) and the
Escrow Agreement.
5. Sale of Shares. Simultaneously with the execution of this
Termination Agreement, Executive is selling all of the Shares, to be held in
escrow pursuant to paragraph 16(b) and the Escrow Agreement, in exchange for an
aggregate payment from the Buyers (the "Payment") of Six Hundred Thousand
Dollars ($600,000) ($0.30 per Share), to be held in escrow pursuant to paragraph
16(b) and the Escrow Agreement, as the sole consideration to Executive. The
Company and Executive each agree and acknowledge that closing under the Stock
Purchase Agreement of even date herewith attached hereto as Annex C is a
condition to closing under this Termination Agreement.
6. Representations and Warranties of the Executive. Executive hereby
represents, warrants, and acknowledges to the Company as follows:
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(a) Executive recognizes that the Shares have not been registered
under the Securities Act of 1933, as amended (the "Act"), or
under the securities laws of any state and, therefore, cannot be
sold or otherwise transferred unless they are registered under
the Act and applicable state securities laws or unless an
exemption from registration is available. Executive has no right
to require such registration.
(b) Executive is a founder of the Company and has served as the
President, Secretary and as a Director of the Company from the
time of its formation until the date hereof.
(c) Up to and including May 14, 2000, Executive had regular
opportunities to inspect the books and records of the Company and
was provided access to all information about the Company
requested by him.
(d) Up to and including May 14, 2000, Executive had regular access to
sufficient information about the Company and its business,
customers and prospects.
(e) From May 14, 2000 up to and including the Effective Date,
Executive was given and acted upon the opportunity to ask
questions of and to receive answers from Company representatives
relating to the Company and its future business plans and the
potential economic benefit to shareholders of the Company
resulting from projected changes in the business, financial
condition and results of operations of the Company, and to obtain
any additional information necessary to verify the accuracy of
the information made available to him.
(f) Executive is aware that shares of the Company's Common Stock were
sold by the Company earlier in the calendar year 2000 for a
purchase price of One Dollar ($1.00) per share.
(g) Executive is aware that the Company is in preliminary
negotiations with two potential lenders, Madison Bank and CIT
Financial, respectively, to obtain financing for the Company in
an amount in excess of Two Million Five Hundred Thousand Dollars
($2,500,000); however, Executive is also aware that there is no
assurance that any such negotiations will prove successful.
(h) Executive is aware that the Company has opened a dialogue with
Xxxxxxxx Enterprises, Inc. ("Xxxxxxxx") about the possibility of
the Company's acquisition of or merger or consolidation with
Xxxxxxxx and has seen a draft letter of intent regarding such
transaction; however, Executive is also aware that there is no
assurance that any such dialogue will lead to a successful
transaction.
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(i) There is no material fact concerning the current operations of
the Company known to Executive which is not also known to some
other officer or director of the Company.
(j) Without intending any limitation on the generality of any prior
representation, Executive is aware that the Company is in
negotiations with its largest customer, Pathmark Stores, to
expand the scope of the Company's business with Pathmark Stores;
that the Company is in negotiations with the Wakefern
Co-operative (Shop Rite Stores) to commence doing business with
it; and that the Company has met with Walmart Stores regarding
the possibility of doing business with its supermarkets.
(k) Executive has received and reviewed the Company's financial
statements at December 31, 1999 and for the period from inception
until such date as audited by Larson, Allen, Weishair & Co., LLP
and the internally prepared, unaudited financial statements of
the Company at May 31, 2000 and for the five months then ended,
which Executive acknowledges are subject to year-end adjustments
and audit adjustments.
(l) Executive acknowledges that his knowledge and information about
the Company is sufficient to permit him to make an informed
decision about whether and on what terms to sell his Shares and
that he has all information he considers necessary or appropriate
for deciding whether to do so.
7. Representations and Warranties of the Company. The Company hereby
represents and warrants to the Executive as follows:
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(a) Buyers are not paying or making additional consideration to the
Company in connection with the Termination which has not been
heretofore disclosed to the Executive.
(b) Except as described in Paragraph 6(h) above, the Company is not
engaged in any dialogue or negotiation with any party relating to
any proposed acquisition of the Company, merger of the Company,
consolidation of the Company, or sale of all or substantially all
of the assets of the Company.
(c) Xxxxx Xxxxx, a substantial shareholder of the Company, and
Xxxxxxx Xxxxx and Xxxxx Xxxxx, Directors of the Company, have
read and approved this Termination Agreement and the terms set
forth herein.
(d) Neither the Company nor any officer or Director of the Company
has charged, and will not after the date hereof charge, any
purchases to Executive's credit card.
8. Termination of Guarantee. The Company will use its very best efforts
promptly to cause the Bank to terminate the Guarantee and release the Collateral
by July 31, 2000. "Very best efforts" for the purposes of this paragraph shall
include, but not be limited to: (i) officers and designees of the Company
conducting face-to-face meetings with appropriate loan officers of the Bank,
explaining that Executive is no longer an employee, officer or director of the
Company, and requesting that the Guarantee be terminated and the Collateral
released, and complying with the reasonable requests of the Bank to effectuate
the termination and release; (ii) offering to collateralize the Jefferson Loans
with available replacement collateral of the Company; and (iii) making and
diligently pursuing applications to at least two (2) financial institutions to
obtain replacement financing for the Jefferson Loans, which replacement
financing is to be guaranteed and collateralized, if requested by a financial
institution, by Xxxxxxx Xxxxx and his wife (the "Queens") with collateral not
less than that given by the Queens to the Bank. If the Company fails to
terminate the Guarantee on or before July 31, 2000, then Executive shall make
the election specified in the Escrow Agreement on July 31, 2000. In the event
that Executive elects to proceed under this Termination Agreement pursuant to
the terms of paragraph 5(c)(ii) of the Escrow Agreement and if the Company fails
to cause the Bank to terminate the Guarantee and release the Collateral on or
before October 31, 2000, then the Company shall promptly pay Executive on or
before November 5, 2000 the sum of Two Hundred Seventy Thousand Dollars
($270,000) and continue to use its very best efforts after October 31, 2000 to
terminate the Guarantee and release the Collateral.
9. Jefferson Loans. The Company will keep all of its payments and other
obligations under the Jefferson Loans current, will not increase any of the
obligations under the Jefferson Loans until the Guarantee is terminated and the
Collateral released, and the Queens will not have their guarantee for the
Jefferson Loans terminated and their collateral released until the Guarantee is
terminated and the Collateral released.
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10. Removal of Personal Property by Executive. The Company shall,
within two (2) business days after the expiration of the right to rescind this
Termination Agreement pursuant to paragraph 16(b) hereof, permit Executive to
enter the Company's offices after normal business hours to remove his personal
property, consisting of the items listed or described on Annex D attached
hereto.
11. Company Property. Except for the following information or knowledge
in the possession of Executive before the formation of the Company and
information which is known generally in the industry, all advertising, sales,
manufacturers' and other materials or articles or information, including without
limitation data processing reports, customer sales analyses, invoices, price
lists or information, samples, budgets, business plans, strategic plans,
financing applications, reports, memoranda, correspondence, financial
statements, and any other materials or data of any kind furnished to Executive
by Company or developed by Executive strictly on behalf of Company or at
Company's direction or strictly for Company's use or in connection with
Executive's employment, are and shall remain the sole and confidential property
of Company. Executive shall promptly deliver all copies of the same in
Executive's possession (whether in written, printed, electronic or other form)
to the Company.
12. Noncompetition, Trade Secrets, Etc.
(a) Except as provided in the final sentence of this subparagraph
(a), for a period of one year after the Effective Date, Executive shall not
directly or indirectly induce or attempt to influence any employee of Company to
terminate his or her employment with Company and shall not engage in (as a
principal, partner, director, officer, agent, employee, consultant or otherwise)
or be financially interested in any business operating within the States of
Pennsylvania, Delaware, Maryland, Virginia, New Jersey, New York, Connecticut or
Massachusetts, which is in the business of case-ready meat processing. However,
nothing contained in this Paragraph 12 shall prevent Employee from holding for
investment no more than five percent (5%) of any class of equity securities of a
company whose securities are traded on a national securities exchange or on the
NASDAQ National Market. The non-competition period set forth in the first
sentence of this subparagraph (a) shall terminate on October 31, 2000 if the
Company has not terminated the Guarantee and release the Collateral on or before
such date.
(b) At all times after the Effective Date, Executive shall not use
for his personal benefit, or disclose, communicate or divulge to, or use for the
direct or indirect benefit of any person, firm, association or company other
than the Company, any material referred to in Paragraph 11 above or any
information not in the possession of Executive prior to the formation of the
Company or not known generally in the industry regarding the proprietary
business methods, policies, procedures, techniques, research or development
projects or results, trade secrets, or other proprietary knowledge or processes
of the Company or developed strictly by the Company for the Company or any names
and addresses of customers or clients exclusive to the Company, any proprietary
data on or relating to past, present or prospective customers or clients, or any
other confidential proprietary information relating to or dealing with the
business operations or activities of Company, made known to Executive which was
learned or acquired by Executive solely while in the employ of Company.
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(c) Any and all reports, plans, budgets, writings, inventions,
improvements, processes, procedures and/or techniques which Executive has made,
conceived, discovered or developed, either solely or jointly with any other
person or persons, solely during the term of his employment with the Company and
whether at the request or upon the suggestion of the Company, which relate to or
are useful in connection with any business now carried on by the Company, shall
be the sole and exclusive property of Company.
(d) Executive acknowledges that the restrictions contained in the
foregoing subparagraphs (a), (b) and (c), in view of the nature of the business
in which Company is engaged, are reasonable and necessary in order to protect
the legitimate interests of Company, and that any violation thereof would result
in irreparable injuries to the Company, and Executive therefore acknowledges
that, in the event of his violation of any of these restrictions, Company shall
be entitled to obtain from any court of competent jurisdiction preliminary and
permanent injunctive relief as well as damages and an equitable accounting of
all earnings, profits and other benefits arising from such violation, which
rights shall be cumulative and in addition to any other rights or remedies to
which Company may be entitled.
(e) If the period of time or the area specified in subparagraph (a)
above should be adjudged unreasonable in any proceeding, then the period of time
shall be reduced by such number of months or the area shall be reduced by the
elimination of such portion thereof or both so that such restrictions may be
enforced in such area and for such time as is adjudged to be reasonable. If
Executive violates any of the restrictions contained in such subparagraph (a),
the restrictive period shall not run in favor of Executive from the time of the
commencement of any such violation until such time as such violation shall be
cured by Executive to the reasonable satisfaction of Company.
13. Disparaging Remarks; Confidentiality.
(a) Executive will refrain forever from making disparaging or
deprecating comments concerning the Company, or its officers, directors or
employees, including any comments relating to Executive's separation from the
Company. Executive covenants and agrees to refrain from taking any action to
harm the Company, its customers, or the relationship of the Company with any of
its customers.
(b) The officers, directors and employees of the Company will
refrain forever from making disparaging or deprecating comments concerning
Executive, including any comments relating to Executive's separation from the
Company.
(c) Executive and the Company each agree to keep this Termination
Agreement, and its terms, confidential, and not to disclose this Termination
Agreement, or any of its terms, to any third parties other than lawyers,
accountants, tax advisors, lenders or potential lenders, the Buyers, and Federal
and state governments or regulatory agencies thereof, including, without
limitation, the United States Securities and Exchange Commission. Either party
shall also be permitted to disclose this Termination Agreement and any of its
terms to the extent required by court order or subpoena.
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14. Cooperation in Litigation.
(a) Executive acknowledges that he possesses information vital to
the Company's defense in the matter of Xxxxx XxXxxxx Individually t/a Metro
Floors & Deck Covering Co. v. Pinnacle Foods, Inc., Case Number 002884, in the
Court of Common Pleas, Philadelphia County, Pennsylvania (the "XxXxxxx Case").
Executive agrees to cooperate fully in the Company's defense in the foregoing
matter until such time as the matter, including any appeals arising therefrom,
is concluded. Such cooperation shall include but not be limited to, meeting with
Company counsel from time to time regarding the litigation, assisting in the
answering of interrogatories and appearing at depositions, trials, hearings, and
arbitrations. Executive shall execute on the Effective Date an Affidavit in the
form of Annex E attached hereto.
(b) The Company agrees to defend Executive, indemnify and hold him
harmless against all judgments, costs and expenses, including reasonable
attorneys' fees, should he be named as a party in the XxXxxxx Case or need to
consult with independent counsel.
15. Consummation of Transaction between Company and Xxxx Xxxx.
Executive acknowledges that he has recently been engaged in negotiations on
behalf of the Company with Xxxx Xxxx ("Camp") relating to a proposed sale by
Camp to the Company of meat processing equipment including, but not limited to,
grinding equipment, conveyor systems, xxxxx machines, tenderizers, injectors and
cutting equipment, valued in the aggregate at approximately $300,000 (the "Camp
Transaction"). Executive agrees to take no action to prevent or hinder the
consummation of the Camp Transaction.
16. General Release by Executive and Statutory Notice.
(a) Except as provided in subparagraph (c) and except for the
agreements, covenants, understandings and representations contained herein,
Executive, for himself, his heirs, executors and assigns, if any, jointly and
severally, for and in consideration of the provisions of this Termination
Agreement, does hereby waive, release and forever discharge Pinnacle Foods, Inc.
and its past, present and future directors, officers, managers, agents,
employees, attorneys, representatives, parent corporations, subsidiaries,
predecessors, successors and assigns, if any, of and from any and all claims,
causes of action, damages, attorney's fees, costs and all other liability of any
kind or description whatsoever, either in law or in equity, whether known or
unknown, suspected or unsuspected, including without limitation, any claims of
breach of express or implied contract, wrongful termination, retaliation,
defamation of character, personal injury, intentional or negligent infliction of
emotional distress, violation of public policy, discrimination based on race,
religion, sex, age (including any claim under the Federal Age Discrimination in
Employment Act), color, handicap and/or disability, national origin or
otherwise, or any other claim, based on Executive's employment with the Company
or the Termination, that he now has, or may have or claim to have in the future,
arising from the
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beginning of time up to and including the Effective Date, and
does hereby covenant not to file, and not to authorize the filing of, on his
behalf, by any other person or entity, any administrative claim or lawsuit to
assert any such claim.
(b) Executive, intending to be legally bound hereby, certifies and
warrants that he has carefully read and fully understands the provisions of this
Termination Agreement, including this Paragraph 16, that he has had 21 days from
the date he received a copy of this Termination Agreement to consider entering
into it (or has voluntarily executed and delivered this Termination Agreement to
the Company prior to the conclusion of such 21-day period), and that he has
executed this Termination Agreement voluntarily and with full knowledge and
understanding of its significance, meaning and binding effect. He also
acknowledges that the Company has advised him to consult with an attorney of his
own choosing with regard to entering into this Termination Agreement, and that
he has had an adequate opportunity to do so and has in fact done so.
Notwithstanding any provision of the Escrow Agreement to the contrary, Executive
also understands that he, not the Company, may withdraw from this Termination
Agreement within seven (7) days of his execution of this Termination Agreement.
He further understands that this Termination Agreement shall not become
effective or enforceable, at the option of the Executive only and not the
Company, if the Executive withdraws from this Termination Agreement before the
expiration of such seven day period.
(c) Executive hereby retains his right to contribution from the
Queens and to recover from the Company any payments made by him to the Bank
arising out of the Guarantee.
17. General Release by Company. Except for the agreements, covenants,
understandings and representations contained herein, the Company, and its
present and future directors, officers, managers, agents, employees, attorneys,
representatives, in their respective capacities as such, and parent
corporations, subsidiaries, predecessors, successors and assigns, if any, for
and in consideration of the provisions of this Termination Agreement, and other
good and valuable consideration, the receipt of which is hereby acknowledged,
does hereby waive, release and forever discharge Executive, his heirs,
executors, attorneys, accountants, representatives and assigns, if any, of and
from any and all claims, causes of action, damages, attorneys' fees, costs and
all other liability of any kind or description whatsoever, either in law or in
equity, whether known or unknown, suspected or unsuspected, including without
limitation, any claims of breach of express or implied contract, and claims of
business defamation, based on any acts or omissions of the Executive, whether in
his capacity as an employee, officer or director of the Company, or otherwise,
that it now has, or may have or claim to have in the future, arising from the
beginning of time up to and including the Effective Date, and does hereby
covenant not to file, and not to authorize the filing of, on its behalf, by any
other person or entity, any administrative claim or lawsuit to assert any such
claim.
18. Indemnification for Company Obligations. Company agrees to
indemnify and defend Executive for claims from third parties for payment by him
of obligations of the Company in existence as of the Effective Date.
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19. Further Assurances. Company and Executive agree to execute and
deliver all such other instruments and take all such other action as either
party may reasonably request from time to time, before or after the Effective
Date and without payment of further consideration, in order to effectuate the
transactions provided for herein. The parties shall cooperate fully with each
other and with their respective counsel and accountants in connection with any
steps required to be taken as part of their respective obligations under this
Termination Agreement.
20. Severability. The invalidity or unenforceability of any provision
of this Termination Agreement will not affect the validity or enforceability of
any other provision of this Termination Agreement, and this Termination
Agreement will be construed as if such invalid or unenforceable provision were
omitted (but only to the extent that such provision cannot be appropriately
reformed or modified).
21. Waiver of Breach. No waiver by any party hereto of a breach of any
provision of this Termination Agreement by any other party, or of compliance
with any condition or provision of this Termination Agreement to be performed by
such other party, will operate or be construed as a waiver of any subsequent
breach by such other party of any similar or dissimilar provisions and
conditions at the same or any prior or subsequent time. The failure of any party
hereto to take any action by reason of such breach will not deprive such party
of the right to take action at any time while such breach continues.
22. Time of the Essence. Time is of the essence in all things
pertaining to the performance of the parties under this Termination Agreement.
23. Defaults. If the Executive brings a claim against the Company for
failure to timely make a payment required under this Termination Agreement, the
only defense that the Company may assert in such action is that the Company has
already made the payment that is the subject of such claim by Executive. The
Company waives the right to assert any other defenses or counterclaims or
setoffs with respect to such claim by Executive.
24. Controlling Law. The provisions of this Termination Agreement shall
be construed in accordance with the laws of the Commonwealth of Pennsylvania,
without regard to the conflict of law provisions of any state.
25. Notices. All notices, requests, demands and other communications
required or permitted under this Termination Agreement shall be in writing and
shall be deemed to have been duly given, made and received only when delivered
(personally, by courier service such as Federal Express or by other messenger)
against receipt or upon actual receipt of registered or certified mail, postage
prepaid, return receipt requested, addressed as set forth below:
(a) If to Company:
000 X. Xxxxx Xxxxxx
Xxxxxxxxxxxx, XX 00000
Attention: Vice President
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with a copy, given in the manner prescribed above, to:
Xxxxxx X. Xxxx, Esquire
Xxxxxxx Xxxxx Xxxxxxx & Ingersoll, LLP
0000 Xxxxxx Xxxxxx, 00xx Xxxxx
Xxxxxxxxxxxx, XX 00000-0000
(b) If to Executive:
0000 Xxxxxx Xxxx
Xxxxxxxxx Xxxx, XX 00000
with a copy, given in the manner prescribed above, to:
L. Xxxxxxx Xxxxx, Esquire
Xxxxxx Xxxxxxx Xxxxxx Reitor & Xxxxx
000 Xxxxxx Xxxxxxx Xxxx.
Xxxxx 000
Blue Xxxx, PA 19422
In addition, notice by mail shall be by air mail if posted outside of the
continental United States. Either party may alter the address to which
communications or copies are to be sent by giving notice of such change of
address in conformity with the provisions of this subparagraph for the giving of
notice.
26. Successors. This Termination Agreement shall be binding upon, and
inure to the benefit of, the Company and its successors and assigns and upon any
person acquiring, whether by merger, consolidation, purchase of assets or
otherwise, all or substantially all of the Company's assets and business, and
the successor shall be, in addition to the Company, treated as a party to this
Termination Agreement. The successor shall, as well as the Company, be bound by
this Termination Agreement. This Termination Agreement shall be binding upon and
inure to the benefit of, Executive and his personal representatives and heirs.
27. Entire Agreement. Except as otherwise noted herein, this
Termination Agreement, including any Annexes attached hereto, constitutes the
entire agreement between the parties concerning the subject matter hereof and
supersedes all prior and contemporaneous agreements, if any, between the parties
relating to the subject matter hereof.
28. Paragraph Headings. The paragraph and subparagraph headings in this
Termination Agreement have been inserted for convenience of reference only; they
form no part of this Termination Agreement and shall not affect its
interpretation.
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29. Gender and Number. Words used herein, regardless of the gender and
number specifically used, shall be deemed and construed to include any other
gender, masculine, feminine or neuter, and any other number, singular or plural,
as the context indicates is appropriate.
30. Execution in Counterparts and by Facsimile. This Termination
Agreement may be executed in counterparts, each of which shall be deemed to be
an original as against either party whose signature appears thereon, and all of
which shall together constitute one and the same instrument. This Termination
Agreement shall become binding when one or more counterparts hereof,
individually or taken together, shall bear the signatures of both of the parties
reflected hereon as signatories. A facsimile signature shall be considered an
original signature and the execution pages of this Termination Agreement may be
transmitted by facsimile and as such shall have the same effect as original
execution pages.
31. No Third Party Beneficiary. No entity or person, other than the
Company and Executive and their successors and assigns, is or shall be entitled
to bring any action to enforce any provision of this Termination Agreement. The
provisions of this Termination Agreement are solely for the benefit of, and
shall be enforceable by, only the Company and Executive and their respective
successors and assigns as permitted hereunder.
[SIGNATURE PAGE FOLLOWS]
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IN WITNESS THEREOF, the parties hereto have executed and delivered this
Termination Agreement as of the date first above written.
Attest:
PINNACLE FOODS, INC.
Xxxxx Xxxxx /s/ By: Xxxxxxx X. Xxxxx /s/
Name: Xxxxx Xxxxx Name: Xxxxxxx Xxxxx
Title: Director Title: Vice President
Witness:
Rydia Xxxxxxxx /s/ Xxxxxx Xxxxx
Name: _________________ H. Xxxxxx Xxxxx
Xxxxxxx X. Xxxxx /s/
Xxxxxxx Xxxxx, personally, only for the
purpose of the covenants contained in
paragraphs 8 and 9 hereof.
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ANNEX A
RESIGNATION
Effective immediately, the undersigned, H. XXXXXX XXXXX, does hereby
resign as a director of PINNACLE FOODS, INC., a Pennsylvania corporation (the
"Company").
Effective immediately, the undersigned, H. XXXXXX XXXXX, does hereby
resign as an officer and employee of the Company. Without intending any
limitation on the generality of the foregoing, the undersigned resigns as
President of the Company effective immediately.
Date: June __, 2000
------------------------------------
H. Xxxxxx Xxxxx
ANNEX B
[ESCROW AGREEMENT]
ANNEX C
[STOCK PURCHASE AGREEMENT]
ANNEX D
[EXECUTIVE'S PERSONAL PROPERTY]
ANNEX E
[FORM OF AFFIDAVIT]
