AMENDMENT NO. 1 dated as of
September 15, 1997 between CFP
HOLDINGS, INC., a Delaware
corporation (the "Company"), and
XXXXX XXXXX (the "Executive").
The Company and the Executive are parties to an Employment Agreement
dated as of December 31, 1996 (the "Employment Agreement") and desire to enter
into this Amendment No. 1 (the "Amendment") to the Employment Agreement to
memorialize their agreement to amend certain provisions of the Employment
Agreement.
NOW, THEREFORE, for good and valuable consideration, the receipt and
adequacy of which are hereby acknowledged, the parties hereby agree:
A. Effective as of September 15, 1997, the Employment Agreement is
amended as fo1lows;
1. Section 2 ("Term") of the Employment Agreement is hereby amended by
deleting the reference to "third" in subsection (a) thereof and inserting in its
place "fifth".
2. Section 3 ("Duties") of the Employment Agreement is hereby amended
by deleting the first sentence in subsection (a) thereof and inserting in its
place the following:
During the Employment Period, the Executive shal1 be employed
as the Vice Chairman of Quality Foods and shall at all times
report directly to Xxxxxx Xxxxx ("Xxxxx") or, if Xxxxx shall
cease to serve as Chairman, President or Chief Executive
Officer of the Company or Quality Foods, the Executive shall
report directly to the President of the Parent (as hereinafter
defined). The Executive shall perform such duties as are
consistent with the position of Vice Chairman, but shall have
such other titles
and duties (including with respect to affiliates of Quality
Foods) consistent with the status of a senior level executive
of the Company, as the Board of Directors of the Company (the
"Board") shall in its discretion designate.
3. Section 4 ("Time to be Devoted to Employment") of the Employment
Agreement is hereby amended by deleting the first sentence thereof and inserting
in its place the following;
During the Employment Period, the Executive shall devote not
less than two nor more than three full days of his working
time, attention and energies to the business of the Company
and its subsidiaries (except for vacations to which he is
entitled pursuant to Section 6(b) and except for illness or
incapacity).
4. Section 5 ("Compensation; Bonus") of the Employment Agreement is
hereby amended by:
(a) deleting the reference to "$240,000" in subsection (a) thereof and
inserting in its place "$125,000";
(b) deleting subsections (c), (d) and (e) thereof and inserting in
their place the following:
(c) In addition to the Base Salary, in respect of each of the
1998 through 2001 fiscal years (each, a "Bonus Year"), the Company
shall award the Executive cash bonus (the "Annual Cash Bonus") of up to
100% of the Executive's Base Salary, depending upon the achievement of
milestones (the "Annual Milestones") established (and assigned point
values) by the Board on a yearly basis in advance of the relevant year,
according to the following schedule:
Annual Milestones Cash Bonus as %
Point Total of Base Salary
----------------- ---------------
less than 80 0%
80 30%
85 35%
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90 40%
95 45%
100 50%
105 62.5%
110 75%
115 87.5%
120 100%
;provided, however, that in each Bonus Year (as long as the Employee
has been continuously employed throughout such year), the Executive
shall be entitled to a cash bonus in the amount of at least $50,000
(the "Minimum Annual Bonus"), except that in the event this Agreement
expires upon the Scheduled Termination Date without being renewed, the
Executive shall be entitled to a pro rata share of such amount for the
period the Executive was actually employed during the 2001 Bonus Year.
The Annual Milestones and related point values for the 1998 Bonus Year
shall be as set forth on Schedule I attached hereto.
; (c) amending subsection (h) by deleting the first sentence thereof
and inserting in its place the following:
Upon the Commencement Date, the Company's parent, CFP Group, Inc., a
Delaware corporation (the "Parent"), shall grant the Executive options
to purchase Class B Nonvoting Common Stock, $.01 par value (the "Class
B Nonvoting Stock"), of the Parent representing up to 1.07% (determined
on the Commencement Date on a fully diluted basis) of the issued and
outstanding Common Stock, $.0l par value, of the Parent.
; and (d) relettering subsections (f), (g) and (h) as (d), (e) and (f),
respectively.
5. Section 10A ("Renewal of Agreement") of the Employment Agreement is
hereby amended by deleting the reference to "second" in the first sentence
thereof and inserting in its place "fourth".
6. Section 11 ("Effect of Termination") of the Employment Agreement is
hereby amended by:
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(a) deleting the reference to "Section 5(f)" in clause (ii) of
subsection (a) thereof and inserting in its place "Section 5(d)";
(b) deleting clause (iii) of subsection (c) thereof and inserting in
its place "to receive the pro rata portion (based upon the number of periods
elapsed in the fiscal year up to the Termination Date) of the Minimum Annual
Bonus and"; and
(c) deleting the last two sentences of subsection (c) thereof.
B. Except as specified herein, each provision of the Employment
Agreement shall remain in full force and effect.
* * * *
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IN WITNESS WHEREOF the parties have duly executed this Amendment No. 1
as of the date first above written.
CFP HOLDINGS, INC.
By: /s/ Xxxxx X. Xxxx
--------------------------
Name:
Title:
/s/ Xxxxx Xxxxx
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Xxxxx Xxxxx
