EMPLOYMENT AGREEMENTEmployment Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Minnesota
AGREEMENT, dated as of the 23rd day of October, 2009, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the “Company”), James E. Dwyer, Jr. (the “Executive”), and for the purposes of Section 2(c) hereof, Michael Foods Investors, LLC, a Delaware limited liability company and ultimate controlling entity of the Company (“Holdings”).
INDEMNITY AGREEMENTIndemnity Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
THIS AGREEMENT is made as of the 23rd day of October, 2009, by and between MICHAEL FOODS, INC., a Delaware corporation (together with its subsidiaries, the “Corporation”) and James E. Dwyer, Jr. (“Indemnitee”), a director and/or officer (defined to include key employees) of the Corporation.
SENIOR MANAGEMENT CLASS F UNIT SUBSCRIPTION AGREEMENTClass F Unit Subscription Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
THIS SENIOR MANAGEMENT CLASS F UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 23, 2009, by and among Michael Foods Investors, LLC, a Delaware limited liability company (“Investors”) and Carolyn V. Wolski (the “Executive”).
MICHAEL FOODS INVESTORS, LLC A Delaware Limited Liability Company SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT Dated as of October 23, 2009Limited Liability Company Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
THIS SECOND AMENDED AND RESTATED LIMITED LIABILITY COMPANY AGREEMENT of Michael Foods Investors, LLC, dated and effective as of October 23, 2009 (this “Agreement”), is adopted and agreed to by and among Thomas H. Lee Equity Fund V, L.P., a Delaware limited partnership, Thomas H. Lee Parallel Fund V, L.P., Thomas H. Lee Cayman Fund V, L.P., Thomas H. Lee Investors Limited Partnership, 1997 Thomas H. Lee Nominee Trust, Putnam Investments Holdings, LLC, Putnam Investments Employees’ Securities Company I, LLC, Putnam Investments Employees’ Securities Company II, LLC (collectively the “THL Holders”), the Persons listed on Schedule A attached hereto who executed the Original Agreement (as defined below) or a joinder to this Agreement prior to the date hereof, and each other Person who hereafter at any time becomes a Member in accordance with the terms of this Agreement and the Act. Any reference in this Agreement to THL or any other Member shall include such Member’s Successors in Interest t
SENIOR MANAGEMENT CLASS G UNIT SUBSCRIPTION AGREEMENTClass G Unit Subscription Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
THIS SENIOR MANAGEMENT CLASS G UNIT SUBSCRIPTION AGREEMENT (this “Agreement”) is made as of October 23, 2009, by and among Michael Foods Investors, LLC, a Delaware limited liability company (“Investors”) and James E. Dwyer, Jr. (the “Executive”).
THIRD AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENTSecurityholders Agreement • November 13th, 2009 • Michael Foods Inc/New • Poultry slaughtering and processing • Delaware
This THIRD AMENDMENT TO MICHAEL FOODS INVESTORS, LLC SECURITYHOLDERS AGREEMENT (this “Amendment”) is entered into and made effective as of this October 23, 2009, 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 to date (the “Securityholders Agreement”).
