EXHIBIT 10.20
FIRST AMENDMENT TO INDEPENDENT
CONSULTANT AGREEMENT
This First Amendment ("First Amendment") is made and entered into as of
January 1, 1998, by and between Gardenburger, Inc. formerly known as Wholesome &
Hearty Foods, Inc. ("Gardenburger"), and E. Xxx Xxxxx ("Xxxxx").
RECITALS
A. On or about November 1, 1996, Gardenburger and Xxxxx entered into an
Independent Consulting Agreement dated November 1, 1996 (the "Agreement"), a
copy of which is attached hereto as Exhibit A.
B. Gardenburger and Xxxxx desire to amend the Agreement in the manner
set forth below.
AMENDMENTS
1. Section 4.1 of the Agreement is amended to provide as follows:
"4.1 QUARTERLY FEE. Gardenburger shall pay to Xxxxx, as
compensation for the consulting services rendered by her hereunder, a
quarterly fee of $5,000 payable in advance on January 1, April 1, July
1, and October 1 of each year, commencing January 1, 1998. The amount
of the quarterly fee shall be subject to review and adjustment as
provided in Section 4.2 of the Agreement."
2. Section 4.2 of the Agreement is amended to provide as follows:
"4.2 REVIEW/ADJUSTMENT OF QUARTERLY FEES. The Board of Directors
and Xxxxx will review the above-described consulting fee on an annual
basis to determine whether any adjustments in compensation are
appropriate."
3. Section 5.1 of the Agreement is amended to provide as follows:
"5.1 AUTOMATIC GRANT OF DIRECTOR STOCK OPTIONS. Pursuant to the
provisions of Section 4 of the Gardenburger 1992 First Amended and
Restated Combination Stock Option Plan, Xxxxx shall receive, so long
as she remains a member of the Board of Directors of Gardenburger and
does not become an employee of Gardenburger, an automatic grant of
nonstatutory stock options each year, as of the date of Gardenburger's
annual meeting of shareholders, to purchase 6,000 shares of common
stock of Gardenburger."
4. The parties hereby acknowledge that in October 1997, Wholesome &
Hearty Foods, Inc. changed its name to Gardenburger, Inc., and that the rights,
duties, and obligations of the parties under the Agreement will not be affected
by the name change.
5. No other modification or amendment to the Agreement is made or
intended to be made hereby. All terms, conditions, and covenants of the
Agreement, to the extent not inconsistent with the foregoing amendments, shall
remain in full force and effect.
GARDENBURGER, INC., formerly
known as Wholesome & Hearty Foods, Inc.,
an Oregon corporation
By: /s/Xxxxxxx X. Xxxxx /s/E. Xxx Xxxxx
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E. Xxx Xxxxx
Title: Executive VP and CFO Date: February 16, 1998
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Date: February 16, 1998
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