INDEMNITY AGREEMENTIndemnity Agreement • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
THIS AGREEMENT is made as of the 9th day of April, 2008, by and between MICHAEL FOODS, INC., a Delaware corporation (together with its subsidiaries, the “Corporation”) and Thomas J. Jagiela (“Indemnitee”), a director and/or officer (defined to include key employees) of the Corporation.
SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENTSecurityholders Agreement • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
This SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this April 9, 2008, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of (i) a majority of the outstanding Class A Units of the Company, and (ii) the holders of a majority of the Employee Securities. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Securityholders Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto, as amended by that certain First Amendment to Michael Foods Investors, LLC Securityholders Agreement dated as of April 2, 2007 (the “Securityholders Agreement”).
SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENTSenior Management • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
THIS SENIOR MANAGEMENT UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of April 9, 2008, by and among Michael Foods Investors, LLC, a Delaware limited liability company (“Investors”), and Thomas J. Jagiela (the “Executive”).
EMPLOYMENT AGREEMENTEmployment Agreement • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Minnesota
AGREEMENT, dated as of the 9th day of April, 2008, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (inclusive of its successors and assigns, the “Company”), Thomas J. Jagiela (the “Executive”), for the purposes of Section 2(c)(i) hereof, Michael Foods Investors, LLC, a Delaware limited liability company and ultimate controlling entity of the Company (“Investors”) and for the purposes of Section 2(c)(ii) hereof, M-Foods Holdings, Inc. (“Holdings”).
SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENTLimited Liability Company Agreement • May 12th, 2008 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
This SECOND AMENDMENT TO MICHAEL FOODS INVESTORS, LLC AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT (this “Amendment”) is entered into and made effective as of this April 9, 2008, by and among Michael Foods Investors, LLC (f/k/a THL-MF Investors, LLC), a Delaware limited liability company (the “Company”), and the holders of a majority of the outstanding Class A Units of the Company. Capitalized terms used herein which are not otherwise defined herein shall have the meanings given to such terms in the Michael Foods Investors, LLC Amended and Restated Limited Liability Company Agreement dated as of November 20, 2003 entered into by the Company, the undersigned and the other parties thereto, as amended by that First Amendment to Michael Foods Investors, LLC Amended and Restated Limited Liability Company Agreement (the “LLC Agreement”).
