EXHIBIT 10.22
FIRST AMENDMENT TO TRANSITION EMPLOYMENT AGREEMENT
This First Amendment to Transition Employment Agreement
dated as of this 15th day of December, 1995 (the "Amendment") by
and between Foodbrands America, Inc., formerly known as Xxxxxxxx
Companies Incorporated (the "Company"), and Xxxxx X. Xxxxxx (the
"Executive").
WHEREAS, the Company and the Executive entered into
that certain Transition Employment Agreement dated November 1,
1994 (the "Agreement"); and
WHEREAS, the Company and the Executive mutually desire
to amend the Agreement; and
WHEREAS, in connection with his agreement to become an
employee of the Company, the Executive received a letter dated
September 28, 1994 (the "Letter") from the Chairman, President
and Chief Executive Officer of the Company setting forth certain
provisions with respect to certain stock option grants to be made
to the Executive; and
WHEREAS, Section 8(b) of the Agreement is in conflict
with certain provisions of the Letter and it is the intent of the
parties hereto that the Letter and the Agreement be consistent;
and
WHEREAS, the purpose of this Amendment is to
incorporate certain provisions from the Letter into the Agreement
so that the inconsistency between the Letter and the Agreement
can be corrected; and
WHEREAS, the Board of Directors of the Company has
approved this Amendment at a meeting on December 14, 1995.
NOW, THEREFORE, in consideration of the foregoing and
the mutual covenants and agreements set forth herein, the Company
and the Executive hereby amend the Agreement as follows:
1. The Amendment. Section 8(b) of the Agreement is
amended by deleting it in its entirety and replacing it with the
following:
(b) In the event of a Change of Control, all
outstanding Company stock options,
restricted shares or performance shares
held by Executive shall vest on the
date of such event provided
Executive is an employee of the
Company on such date. In addition,
for a period of six months following
the date of a Triggering
Termination, Executive will receive
(i) the use of professional
outplacement services by qualified
consultants retained at Company
expense; and (ii) the opportunity to
purchase country club memberships
covering Executive for the actual
cost of the membership when
originally purchased by the Company
if such transfer is permitted by the
country clubs.
2. The Agreement. The term "Agreement" as used in
the Transition Employment Agreement and in this Amendment shall
hereafter mean the Transition Employment Agreement as amended by
this Amendment. The Transition Employment Agreement, as amended
hereby, shall continue in full force and effect in accordance
with the terms thereof.
3. Governing Law. This Amendment shall be governed
by and construed in accordance with the laws of the State of
Oklahoma.
IN WITNESS WHEREOF, the parties have caused this
Amendment to be duly executed on the date first above written.
FOODBRANDS AMERICA, INC.
By: (R. Xxxxxxxx Xxxxxxxx)
R. Xxxxxxxx Xxxxxxxx, Chairman,
President and Chief Executive
Officer
(Xxxxx X. Xxxxxx)
Xxxxx X. Xxxxxx
