Exhibit 10.16
FIRST AMENDMENT TO EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT ("Amendment") is made
as of the 19th day of December 1997, by and between INTERNATIONAL
MULTIFOODS CORPORATION, a Delaware corporation (the "Company"), and XXXX
X. XXXXXXX, a resident of Wayzata, Minnesota (the "Executive").
WHEREAS, the Company and the Executive entered into an Employment
Agreement, dated as of November 1, 1996 (the "Employment Agreement");
and
WHEREAS, Section 4.(a) of the Employment Agreement, entitled
"Employee Benefits", provides in part, as follows, "The Compensation
Committee shall approve, effective as of the first day of the
Executive's actual employment with the Company, the Executive's
participation in the Company's Management Benefit Plan ("MBP") and shall
authorize that the Executive's participation in the MBP shall commence
immediately upon the first day of his actual employment with the Company
notwithstanding the provisions of the MBP."; and
WHEREAS, the Executive now wishes to waive participation in, and
relinquish any benefit to which the Executive is, or may in the future,
be entitled under Appendix A of the Management Benefit Plan of the
Corporation ("MBP") relating to incentive bonuses credited toward the
unqualified excess pension benefit provided under Appendix A of the MBP,
retroactive to the first day of the Executive's actual employment by the
Corporation; and
WHEREAS, the Compensation Committee of the Board of Directors of
the Company and the Board of Directors of the Company each have
considered and approved the Executive's request to waive participation
in, and relinquish any benefit to which the Executive is, or may in the
future, be entitled under Appendix A of the MBP related to incentive
bonuses credited toward the unqualified excess pension benefit provided
under Appendix A of the MBP, retroactive the first day of the
Executive's actual employment with the Company.
NOW, THEREFORE, in consideration of the preceding recitals and of
the mutual covenants and undertakings stated herein, the Company and the
Executive agree, as follows:
1. Section 4.(a) of the Employment Agreement be and the same
hereby is deleted in its entirety, and a new Section 4.(a) is hereby
inserted in full and complete substitution therefore, as follows:
"(a) While the Executive is employed by the Company hereunder, the
Executive shall be entitled to participate in the Company's Voluntary
Investment and Savings Plan ("VISA") and the Company's Pension Equity Plan
("PEP") in accordance with the provisions of such plans. The Compensation
Committee shall approve, effective as of the first day of the Executive's
actual employment with the Company, the Executive's participation in the
Company's Management Benefit Plan ("MBP"), and shall authorize that the
Executive's participation in the MBP shall commence immediately upon the first
day of his actual employment with the Company notwithstanding the provisions
of the MBP; provided, however that the Executive shall not be included as a
participant in Section A.1 of Appendix A of the MBP or have an entitlement to
any benefit under Appendix A of the MBP relating to incentive bonuses credited
toward the unqualified excess pension benefit provided by Appendix A of the
MBP."
2. Section 6. (f) (iii) of the Employment Agreement be and the
same hereby is deleted in its entirety, and a new Section 6. (f) (iii)
is hereby inserted in full and complete substitution therefore, as
follows:
"(iii) a material reduction of the Executive's Base Salary, or
material modifications to the Incentive Plan, the Stock Option Plan
(or any similiar stock option plan), or the MBP to the extent of the
Executive's participation as described in Section 4(a) of the
Agreement, that amount to a material reduction in the Executive's
total compensation hereunder;"
3. Except as amended by the terms of this Amendment, all of the
other agreements and undertakings set forth and contained in the
Employment Agreement shall remain unchanged and continue in full force
and effect.
IN WITNESS WHEREOF, the parties have caused this Amendment to be
duly executed as of the date and year first above written.
INTERNATIONAL MULTIFOODS CORPORATION
000 Xxxx Xxxx Xxxxxx
Xxxxxxx, Xxxxxxxxx 00000
By:/s/ Xxxxxxx X. Xxxxxxx
Xxxxxxx X. Xxxxxxx
Senior Vice President-Finance
and Chief Financial Officer
XXXX X. XXXXXXX
0000 Xxxxxxxx Xxxx Xxxx
Xxxxxxx, Xxxxxxxxx 00000
/s/ Xxxx X. Xxxxxxx
Xxxx X. Xxxxxxx
