Page ---- ARTICLE I. DEFINITIONS.....................................................1 SECTION 1.1 Definitions...................................................1 SECTION 1.2 Terms Generally..............................................10 ARTICLE II....Limited Liability Company Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
Exhibit 10.6 EMPLOYMENT AGREEMENT -------------------- AGREEMENT, dated as of the 20th day of November, 2003, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the "Company"),...Employment Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Minnesota
Exhibit 10.3 EMPLOYMENT AGREEMENT -------------------- AGREEMENT, dated as of the 20th day of November, 2003, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the "Company"),...Employment Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Minnesota
October 24, 2003 M-Foods Holdings, Inc. c/o Vestar Capital Partners Seventeenth Street Plaza 1225 17th Street, Suite 1660 Denver, Colorado 80202 Attn: J. Christopher Henderson M-Foods Investors, LLC c/o Vestar Capital Partners Seventeenth Street Plaza...Waiver Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
Execution Copy MANAGEMENT AGREEMENT This Management Agreement (this "Agreement") is entered into as of the 20th day of November, 2003, by and between Michael Foods, Inc., a Delaware corporation, f/k/a M-Foods Holding, Inc. (the "Company"), and THL...Management Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • New York
ARTICLE I REPRESENTATIONS AND WARRANTIES OF THE PARTIESSecurityholders Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
Exhibit 10.10 SENIOR MANAGEMENT ----------------- UNIT SUBSCRIPTION AGREEMENT --------------------------- THIS SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of November 20, 2003, by and among THL-MF Investors, LLC, a...Subscription Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
FORM OF THL FOOD PRODUCTS HOLDING CO. 2003 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENT ----------------------------------------------------Stock Option Award Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
ARTICLE ISubscription and Share Purchase Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
October 17, 2003 M-Foods Holdings, Inc. c/o Vestar Capital Partners Seventeenth Street Plaza 1225 17th Street, Suite 1660 Denver, Colorado 80202 Attn: J. Christopher Henderson M-Foods Investors, LLC c/o Vestar Capital Partners Seventeenth Street Plaza...Michael Foods Inc/New • March 30th, 2004 • Poultry slaughtering and processing • Delaware
FORM OF THL FOOD PRODUCTS HOLDING CO. 2003 STOCK OPTION PLAN STOCK OPTION AWARD AGREEMENTPlan Stock Option Award Agreement • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
November 17, 2003 M-Foods Holdings, Inc. c/o Vestar Capital Partners Seventeenth Street Plaza 1225 17th Street, Suite 1660 Denver, Colorado 80202 Attn: J. Christopher Henderson M-Foods Investors, LLC c/o Vestar Capital Partners Seventeenth Street...Michael Foods Inc/New • March 30th, 2004 • Poultry slaughtering and processing • Delaware
Reference is hereby made to that certain Agreement and Plan of Merger by and among M-Foods Investors, LLC, as Stockholder Representative, THL Food Products Holding Co. ("Buyer"), THL Food Products Co. ("Merger Sub"), M-Foods Holdings, Inc. (the "Company") and the Stockholders, dated as of October 10, 2003 (as the same has been amended in accordance with its terms, the "Agreement"). Capitalized terms used herein but not otherwise defined shall have the meaning ascribed thereto in the Agreement.
Exhibit 10.12 SENIOR MANAGEMENT ----------------- UNIT SUBSCRIPTION AGREEMENT --------------------------- THIS SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this "Agreement") is made as of November 20, 2003, by and among THL-MF Investors, LLC, a...Senior Management • March 30th, 2004 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
