EXHIBIT 10.13
FIRST AMENDMENT TO
EMPLOYMENT AGREEMENT
THIS FIRST AMENDMENT TO EMPLOYMENT AGREEMENT is made and entered into
effective as of the 1st day of May, 2003 by and between XXXXXXXX FOODS OF
DISTINCTION, INC., a Colorado corporation ("Corporation"), and XXXXXX X. XXXX
("Employee") under the following circumstances:
A. Employee is the Chief Financial Officer, Treasurer and Secretary of
Corporation. Employee and Corporation are parties to an Employment Agreement
dated as of the 1st day of June 2002 (the "Employment Agreement"). Employee
and Corporation desire to amend the Employment Agreement by extending its term
for an additional one (1) year and amending certain other provisions of the
Employment Agreement as set forth herein.
B. Corporation desires to continue to employ Employee as its Treasurer
and Secretary and to promote Employee to the position of Chief Operating
Officer because of his knowledge, experience and expertise with respect to the
business of Corporation.
C. The parties hereto desire to set forth in writing the terms and
conditions of the employment relationship to be established and continued.
NOW, THEREFORE, the parties hereto agree as follows:
1. Section 1 of the Employment Agreement is hereby amended in its
entirety as follows:
Corporation shall employ Employee on a full-time basis as the Chief
Operating Officer, Treasurer and Secretary of Corporation pursuant to the
terms and conditions hereinafter set forth, and Employee shall perform the
duties of such offices. Employee shall also serve as a member of the board of
directors of Corporation. Employee shall perform such duties at the offices
of Corporation located in Hayward, California.
2. Section 2 of the Employment Agreement is hereby amended in its
entirety as follows:
Subject to the provisions of paragraph 7, the term of employment (the
"Term") shall be three (3) years, commencing on May 1, 2003, and expiring on
April 30, 2006 (the "Expiration Date").
3. Section 3(a) of the Employment Agreement is hereby amended in its
entirety as follows:
a. Subject to the directives of the President and Chief Executive
Officer, Employee shall be responsible for all day-to-day operational
activities of Corporation, including financial and accounting operations of
Corporation and such other administrative and operational duties as are
assigned to him by the President and Chief Executive Officer of the
Corporation commensurate with his position as the Chief Operating Officer,
Treasurer and Secretary of the Corporation. The duties and responsibilities
of such position are specifically set forth on the job description attached
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hereto as Exhibit A. It is anticipated that Employee's duties and
responsibilities as set forth in such job description may be modified from
time to time consistent with Employee's duties as the Chief Operating Officer
of Corporation in which case an updated job description shall replace Exhibit
A. Employee agrees to perform his services conscientiously, effectively and
to the best of his ability.
4. Section 4 of the Employment Agreement is hereby amended in its
entirety as follows:
In consideration of Employee's services under this Agreement to
Corporation, Employee's base salary shall be fixed at an annual rate of One
Hundred Eighty Thousand Dollars ($180,000), for the entire term of this
Agreement, payable in accordance with Corporation's normal payroll practices.
5. Except as amended herein, the Employment Agreement remains in full
force and effect.
This Agreement shall be binding upon and inure to the benefit of the
parties and their spouses, successors, assigns, personal representatives,
heirs and legal representatives.
IN WITNESS WHEREOF, the parties hereto have entered into this First
Amendment to Employment Agreement as of the date first hereinabove written.
XXXXXXXX FOODS OF DISTINCTION, INC.,
a Colorado corporation
Dated: _____________________ By:/s/ Xxxxxxx X. Xxxxxxxx
XXXXXXX X. XXXXXXXX
Its: Chief Executive Officer
"Corporation"
Dated: 3/19/03 /s/ Xxxxxx X. Xxxx
XXXXXX X. XXXX
"Employee"
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