Morrison Fresh Cooking Inc /Ga Sample Contracts

Morrison Fresh Cooking Inc /Ga – MANAGEMENT RETIREMENT PLAN (August 22nd, 1997)

SECOND AMENDMENT TO THE MORRISON FRESH COOKING, INC. MANAGEMENT RETIREMENT PLAN THIS SECOND AMENDMENT is made on this 28th day of March, 1997, by Morrison Fresh Cooking, Inc. (the "Primary Sponsor"), a corporation organized and existing under the laws of the state of Georgia. W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Morrison Fresh Cooking, Inc. Management Retirement Plan (the "Plan"), which was established by indenture dated March 7, 1996; WHEREAS, the Primary Sponsor now desires to amend the Plan to alter the definition of compensation in order to broaden the Plan's eligibility criteria and to otherwise conform the Plan document with certain historical administrative practices; NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan, by deleting Section 1.07 in its entirety and by substituting the following:

Morrison Fresh Cooking Inc /Ga – FIRST AMENDMENT TO THE (August 22nd, 1997)

FIRST AMENDMENT TO THE MORRISON FRESH COOKING, INC. SALARY DEFERRAL PLAN THIS FIRST AMENDMENT is made on this 31st day of December, 1996, by MORRISON FRESH COOKING, INC. (the "Primary Sponsor"), a corporation organized and existing under the laws of the State of Georgia. W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Morrison Fresh Cooking, Inc. Salary Deferral Plan (the "Plan"), which was established by indenture dated March 7, 1996; WHEREAS, Ruby Tuesday, Inc. is the successor to Morrison Restaurants Inc. which effected that certain plan of distribution involving the distribution to its stockholders of all of the outstanding shares of common stock, respectively, of Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (the "Distributions"); and WHEREAS, the Primary Sponsor desires to amend the Plan primarily

Morrison Fresh Cooking Inc /Ga – DEFERRED COMPENSATION PLAN (August 22nd, 1997)

FIRST AMENDMENT TO THE MORRISON FRESH COOKING, INC. DEFERRED COMPENSATION PLAN THIS FIRST AMENDMENT is made on this 31st day of December, 1996, by MORRISON FRESH COOKING, INC. (the "Primary Sponsor"), a corporation organized and existing under the laws of the State of Georgia. W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Morrison Fresh Cooking, Inc. Deferred Compensation Plan (the "Plan"), which was established by indenture dated March 7, 1996; WHEREAS, Ruby Tuesday, Inc. is the successor to Morrison Restaurants Inc. which effected that certain plan of distribution involving the distribution to its stockholders of all of the outstanding shares of common stock, respectively, of Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (the "Distributions"); and WHEREAS, the Primary Sponsor desires to amend the Plan primari

Morrison Fresh Cooking Inc /Ga – RIGHTS AGREEMENT (August 22nd, 1997)

AMENDMENT NUMBER 1 TO RIGHTS AGREEMENT This Amendment, made this 28th day of February, 1997 between Morrison Fresh Cooking, Inc., a Georgia corporation (the "Company"), and SunTrust Bank, Atlanta, ("SunTrust"), amends that certain Rights Agreement between the Company and AmSouth Bank of Alabama, ("AmSouth") dated as of March 2, 1996 (the "Rights Agreement"). W I T N E S S E T H WHEREAS, pursuant to Section 21 of the Rights Agreement, the Company has removed AmSouth as Rights Agent under the Rights Agreement, effective as of March 17, 1997 (the "Effective Date"); and; WHEREAS, the Company desires to appoint SunTrust, and SunTrust desires to serve as, Successor Rights Agent under the Rights Agreement, effective as of the Effective Date: NOW, THEREFORE, in consideration of the premises contained herein, and other good

Morrison Fresh Cooking Inc /Ga – SECOND AMENDMENT TO THE (August 22nd, 1997)

SECOND AMENDMENT TO THE MORRISON FRESH COOKING, INC. SALARY DEFERRAL PLAN THIS SECOND AMENDMENT is made on this 28th day of February, 1997, by MORRISON FRESH COOKING, INC., a corporation duly organized and existing under the laws of the State of Georgia (the "Primary Sponsor"). W I T N E S S E T H: WHEREAS, the Primary Sponsor established by indenture dated March 7, 1996 the Morrison Fresh Cooking, Inc. Salary Deferral Plan (the "Plan"); and WHEREAS, the Primary Sponsor desires to amend the Plan primarily to clarify certain employee stock ownership provisions of the Plan and to reflect the changes required by the Small Business Job Protection Act of 1996; NOW, THEREFORE, the Primary Sponsor does hereby amend the Plan, effective as of January 1, 1997, except as otherwise provided herein, as follows: 1. B

Morrison Fresh Cooking Inc /Ga – FIRST AMENDMENT TO THE (August 22nd, 1997)

FIRST AMENDMENT TO THE MORRISON FRESH COOKING, INC. MANAGEMENT RETIREMENT PLAN THIS FIRST AMENDMENT is made on this 31st day of December, 1996, by MORRISON FRESH COOKING, INC. (the "Primary Sponsor"), a corporation organized and existing under the laws of the State of Georgia. W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Morrison Fresh Cooking, Inc. Management Retirement Plan (the "Plan"), which was established by indenture dated March 7, 1996; WHEREAS, Ruby Tuesday, Inc. is the successor to Morrison Restaurants Inc. which effected that certain plan of distribution involving the distribution to its stockholders of all of the outstanding shares of common stock, respectively, of Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (the "Distributions"); and WHEREAS, the Primary Sponsor desires to amend the Plan primari

Morrison Fresh Cooking Inc /Ga – CREDIT AGREEMENT (August 22nd, 1997)

CREDIT AGREEMENT THIS CREDIT AGREEMENT dated as of June 19, 1997 ("this Agreement") is entered into by MORRISON FRESH COOKING, INC., a Georgia corporation (the "Borrower") and AMSOUTH BANK OF ALABAMA, an Alabama banking corporation (the "Lender"). Recitals A. The Borrower has applied to the Lender for a revolving credit facility in an aggregate principal amount outstanding not to exceed $30,000,000 (the "Revolving Facility") the proceeds of which are to be used by the Borrower for working capital, general corporate purposes and letters of credit issued in the ordinary course of business. B. The Lender is willing to make the Revolving Facility available to the Borrower only if, among other things, the Borrower enters into this Agreement and the other Loan Documents (as hereinafter defined). Agreement NOW, THEREFORE, in consideration of the forego

Morrison Fresh Cooking Inc /Ga – DEFERRED COMPENSATION PLAN (August 22nd, 1997)

SECOND AMENDMENT TO THE MORRISON FRESH COOKING, INC. DEFERRED COMPENSATION PLAN THIS SECOND AMENDMENT is made as of this 28th day of February, 1997, by MORRISON FRESH COOKING, INC. (the "Primary Sponsor"), a corporation organized and existing under the laws of the State of Georgia. W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Morrison Fresh Cooking, Inc. Deferred Compensation Plan (the "Plan"), which was established by indenture dated March 7, 1996; and WHEREAS, the Primary Sponsor desires to amend the Plan to clarify the scope of potential rates of return available thereunder; NOW, THEREFORE, the Plan is hereby amended, effective as of March 7, 1996, by deleting Section 1.9 in its entirety and by substituting therefor the following: "1.9 `Company Stock Rate of Return' means a designated rate of return that c

Morrison Fresh Cooking Inc /Ga – FIRST AMENDMENT TO THE MORRISON FRESH COOKING, INC. (August 22nd, 1997)

FIRST AMENDMENT TO THE MORRISON FRESH COOKING, INC. EXECUTIVE SUPPLEMENTAL PENSION PLAN THIS FIRST AMENDMENT is made on this 31st day of December, 1996, by MORRISON FRESH COOKING, INC. (the "Primary Sponsor"), a corporation organized and existing under the laws of the State of Georgia. W I T N E S S E T H: WHEREAS, the Primary Sponsor maintains the Morrison Fresh Cooking, Inc. Executive Supplemental Pension Plan (the "Plan"), which was established by indenture dated March 7, 1996; WHEREAS, Ruby Tuesday, Inc. is the successor to Morrison Restaurants, Inc. which effected that certain plan of distribution involving the distribution to its stockholders of all of the outstanding shares of common stock, respectively, of Morrison Fresh Cooking, Inc. and Morrison Health Care, Inc. (the "Distributions"); and WHEREAS, the Primary Sponsor desires to amend the Plan primarily to clarify ho