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EXHIBIT 10(d)
FIRST AMENDMENT TO
CHANGE IN CONTROL AGREEMENT
This First Amendment to that certain Change In Control Agreement (the
"Agreement") dated on or about January 2, 2001 by and between XXXX FOODS
COMPANY, a Delaware Corporation, or its successors or assigns (the "Company")
and ____________________________ ("Executive") is entered into as of August 6,
2001.
WHEREAS, the Company desires that Executive continue his or her active
participation in the management of the Company; and
WHEREAS, the Executive desires to continue his or her employment with the
Company.
NOW, THEREFORE, in consideration of a continuing employment relationship
and for other good and valuable consideration, the receipt and sufficiency of
which is hereby acknowledged, the Company and Executive, intending to be legally
bound, hereby agree to amend the Agreement as set forth below.
1. The definition of a "Change in Control of the Company" set forth in
Section 2 of the Agreement is hereby amended as follows:
The initial clause of Section 2(c) beginning with the word "approval"
and ending with the semicolon following the first-appearing
parenthetical shall be deleted in its entirety and the following
language shall be inserted in lieu thereof:
(c) approval by the stockholders of the Company of a
reorganization, merger or consolidation or sale or other
disposition of all or substantially all of the assets of the
Company, and the subsequent consummation of such
reorganization, merger, consolidation, sale or disposition
(a "Corporate Transaction");
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IN WITNESS WHEREOF, the parties have executed this First Amendment to the
Change In Control Agreement at Franklin Park, Illinois on the date first
mentioned above.
THE COMPANY:
XXXX FOODS COMPANY
Xxxxxx X. Xxxx
Chairman and Chief Executive
EXECUTIVE:
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Address:
SOCIAL SECURITY #:
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DATED:
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