Exhibit 10N
Opta(R)
Food Ingredients, Inc.
00 Xxxxxxx Xxxxxx, Xxxxxxx, XX 00000
Phone: 000-000-0000 Fax. 000-000-0000
web address; www. opta -food. com
January 26, 2001
Xxxxxx X. XxXxxxx, Ph. D.
President & CEO
Opta Food Ingredients, Inc.
00 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Dear Art:
This letter will confirm our understanding and agreement regarding your
employment compensation in the event of a Change in Control of Opta Food
Ingredients, Inc. (the"Company"), an Involuntary Termination of your Employment
or a termination of your employment by you for Good Reason (each as hereinafter
defined). The terms of our agreement are as follows:
I. Involuntary Termination. In the event of an Involuntary Termination, you
shall receive (i) twelve (12) months compensation at your then current base
rate, plus (ii) a bonus based upon your average bonus over the preceding three
(3) years. Your participation in all Company-wide benefit plans, including
disability insurance, shall continue for a term of one (1) year, until the first
anniversary of the date of Involuntary Termination. For one (1) year following
the Involuntary Termination, the Company will pay for your health benefits wider
the Conciliation Omnibus Reconciliation Act ("COBRA"). Thereafter, you may
choose to continue to participate in health benefits for an additional six (6)
months at your own expense, in accordance with COBRA. In addition, the Company
will provide you outplacement services up to the amount of $ 6000. All of the
above shall be referred to collectively as the "Severance Benefits". Vesting of
any stock options then held by you shall be at the discretion of the Board of
Directors of the Company, subject to the terms of the Company's Option Plan(s).
"Involuntary Termination", for purposes of the foregoing, shall mean any
termination of your employment by the Company other than for "Cause" (defined
below).
11. Change in Control In the event that there is a Change in Control of the
Company, all stock options granted to you shall be automatically vested. In the
event that the Change in Control also results in circumstances constituting
"Good Reason"
(defined below), you shall be eligible to receive all Severance Benefits.
"Change in Control" shall mean, shall occur or be deemed to have occurred only
if any one or more of the following events occur:
(i) any `person," as such term is used in Sections 13(d)and 14(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act") (other than the
Company, any trustee or other fiduciary holding securities under an employee
benefit plan of the Company, or any corporation owned directly or indirectly by
the stockholders of the Company in substantially the same proportion as their
ownership of stock of the Company) is or becomes the "beneficial owner" (as
defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of
securities of the Company representing 50% or more of the combined voting power
of the Company's then outstanding securities;
(ii) the stockholders of the Company approve a merger or consolidation of
the Company with any other corporation, other than (A) a merger or consolidation
which would result in the voting securities of the Company outstanding
immediately prior thereto continuing to represent (either by remaining
outstanding or by being converted into voting securities of the surviving
entity) more than 50% of the combined voting power of the voting securities of
the Company or such surviving entity outstanding immediately after such merger
or consolidation or (B) a merger or consolidation effected to implement a
recapitalization of the Company (or similar transaction) in which no "person"
(as herein above defined) acquires more than 50% of the combined voting power of
the Company's then outstanding securities; or
(iii) the stockholders of the Company approve a plan of complete
liquidation of the Company or an agreement for the sale or disposition by the
Company of all or substantially all of the Company's assets.
III. Termination for Good Reason. In the event of the termination of your
employment for Good Reason, you may choose to terminate your employment with the
Company and accept ~ the Severance Benefits set forth above. "Good Reason", for
purposes of the foregoing; shall~, mean (i) a material change by the Company in
your compensation, authority, functions, duties or responsibilities which
materially adversely affects your position with the Company, provided that such
material change is not in connection with a termination of your employment
hereunder for Cause, or (ii) a change in the principal location of your duties
to a location more than fifty (50) miles from the current principal location
following a Change in Control.
Notwithstanding the foregoing, in no event shall you be entitled to all or
any portion of the Severance Benefits described above in the event of the
termination of your employment by the Company for Cause at any time prior to a
Change in Control of the Company. "Cause", for purposes of the foregoing, shall
mean (i) your willful and material failure to perform your duties for a period
of ten (10) days after written notice from the Company, (ii) your willful
misconduct or gross negligence, (iii) your conviction of any felony, or (iv)
your death or permanent disability. The parties agree that nothing expressed or
implied in this letter is intended to confer upon or otherwise guarantee you
continued right to employment with the Company or any of its affiliates.
You represent and warrant that you have full authority to be employed by
the Company and to perform the duties of such employment, that you have entered
into no agreements in conflict with this letter and that the Company has made no
representations or warranties to you regarding payment to you of any severance
amounts upon any sale, merger or similar transaction involving the Company,
except as stated in this letter.
This letter contains all of the terms and conditions agreed upon by the
parties relating to the subject matter hereof and supersedes all prior
agreements, whether oral or written. This letter is personal to you and may not
be transferred or assigned by you. This letter shall inure to the benefit of and
be binding upon the Company and its successors and assigns. This letter may not
be amended or modified, except by a writing duly executed by each of the
parties. This letter shall be governed by and construed in accordance with the
laws of the Commonwealth of Massachusetts.
If this is your understanding of our agreement, please sign the duplicate
copy of this letter as indicated below and return it to the Company.
OPTA FOOD INGREDIENTS, INC.
By: /s/ "Xxxxx Xxxxxx"
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Xxxxx Xxxxxx
Title:
----------------------------
Director and Member of the
Compensation Committee
ACCEPTED AND AGREED:
/s/ "Xxxxxx X. XxXxxxx"
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Xxxxxx X. XxXxxxx, Ph. D.
January 26, 2001
Date
