Exhibit 10.4
FIRST AMENDMENT TO
EMPLOYMENT LETTER AGREEMENT
This First Amendment to the
Employment Letter Agreement, dated January 14, 2017, between Sovos Brands Intermediate, Inc. (the “Company”)
and Xxxx X. Xxxxxxx (the “Executive”) (the “Employment Agreement”) is made, entered into, and effective
on the date set forth on the signature page hereto (the “Amendment Effective Date”) by and between the Company
and Executive (“Amendment”). Capitalized terms used but not defined herein shall have the meanings ascribed thereto
in the Employment Agreement.
WHEREAS, Executive and Company
mutually desire to amend the Employment Agreement pursuant to this Amendment as set forth below.
NOW, THEREFORE, Executive
and Company hereby agree that, as of the Amendment Effective Date, the Employment Agreement is hereby amended as follows:
1. The
fourth prong of Section 6(e) is hereby amended as follows:
“(iv) the Executive’s
place of employment becomes located outside the San Francisco Bay Area (defined as the following nine counties Alameda, Contra Costa,
Marin, Napa, San Francisco, San Mateo, Santa Xxxxx, Xxxxxx and Sonoma) or the Company no longer maintains offices in the San Francisco
Bay Area”
2. Effective
immediately following the time the Company’s registration statement on Form S-1 related to its initial public offering is
declared effective by the Securities and Exchange Commission, Section 13 is hereby replaced in its entirety with the following:
“13.
CODE SECTION 280G. In the event that it is determined that
any payments or benefits provided under this Agreement, together with any payments or benefits to be provided under any other plan,
program, arrangement or agreement, would constitute parachute payments within the meaning of Section 280G of the Code and
would, but for this Section 13 be subject to the excise tax imposed under Section 4999 of the Code (or any successor
provision thereto) or any similar tax imposed by state or local law or any interest or penalties with respect to such taxes (the
“Excise Tax”), then the amounts of any such payments or benefits under this Agreement and such other arrangements
shall be either (a) paid in full or (b) reduced to the minimum extent necessary to ensure that no portion of the payments
or benefits is subject to the Excise Tax, whichever of the foregoing (a) or (b) results in the Executive’s receipt
on an after-tax basis of the greatest amount of payments and benefits after taking into account the applicable federal, state, local
and foreign income, employment and excise taxes (including the Excise Tax). The Company shall cooperate in good faith with the
Executive in making such determination, including but not limited to providing the Executive with an estimate of any parachute
payments as soon as reasonably practicable prior to an event constituting a change in the ownership or effective control of the
Company or in the ownership of a substantial portion of the assets of the Company (within the meaning of
Section 280G(b)(2)(A) of the Code). Any such reduction pursuant to this Section 13 shall be made in a manner that
results in the greatest economic benefit for the Executive and is consistent with the requirements of Section 409A. Any
determination required under this Section 13 shall be made in writing in good faith by a nationally recognized public
accounting firm selected by mutual agreement of the Company and the Executive and paid for by the Company. The Company and the
Executive shall provide the accounting firm with such information and documents as the accounting firm may reasonably request in
order to make a determination under this Section 13.”
3. Except
as amended herein, the Employment Agreement is hereby ratified and affirmed.
[Remainder of Page Intentionally Left Blank]
IN WITNESS WHEREOF, the undersigned, intending
to be legally bound, have executed this Amendment, effective as September 1, 2021.
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Sovos Brands Intermediate, Inc. |
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By: |
/s/ Xxxxxxxxxxx
Xxxx |
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Name: Xxxxxxxxxxx Xxxx |
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Title: Treasurer and CFO |
[Signature
Page to Amendment to Employment Agreement]
IN WITNESS WHEREOF, the undersigned, intending
to be legally bound, have executed this Amendment, effective as of September 1, 2021.
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EXECUTIVE |
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/s/ Xxxx X. Xxxxxxx |
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Xxxx X. Xxxxxxx |
[Signature
Page to Amendment to Employment Agreement]
