EMPLOYMENT AGREEMENT
BY AND BETWEEN
OREGON BAKING COMPANY
(dba Xxxxxx Baking)
AND
XXXXXX XXXXXXXXXX
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into
effective as of July 12, 1996, by and between Oregon Baking Company, an Oregon
corporation dba Xxxxxx Baking (the "Company"), and Xxxxxx Xxxxxxxxxx
("Executive"). The Company and Executive are hereinafter collectively referred
to as the "Parties," and may individually be referred to as a "Party."
RECITALS
A. The Executive is presently employed by the Company as the President.
B. As the Executive's contribution to the growth and success of the
Company since its inception has been substantial, the Board of Directors (the
"Board") of the Company desires to provide for the continued employment of the
Executive and to make certain changes in the Executive's employment arrangements
with the Company which the Board has determined will reinforce and encourage the
continued attention and dedication to the Company of the Executive as a member
of the Company's management.
C. The Executive desires to continue his employment with the Company,
and is willing to accept such continued employment on the terms and conditions
set forth in this Agreement.
AGREEMENT
In consideration of the foregoing premises and the mutual covenants
herein contained, and for other good and valuable consideration, the Parties,
intending to be legally bound, agree as follows:
SECTION 1 EMPLOYMENT.
1.1 The Company hereby agrees to continue to employ Executive, and
Executive hereby accepts continued employment by the Company, upon the terms and
conditions set forth in this Agreement, effective as of the date first set forth
above ("Effective Date").
1.2 Executive shall remain as the President of the Company, its
subsidiaries, and its successors (if any) and their subsidiaries (collectively,
the "Company Affiliates"); however, once the Company identifies and hires a new
president/chief executive officer ("New Executive"), Executive shall no longer
be President of the Company but shall be its Director of New Store Development.
Executive shall also serve in such other capacity or capacities, with the
consent of the Executive, as the Board may from time to time prescribe.
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1.3 Executive shall do and perform all services, acts or things
necessary or advisable to manage and conduct the business of the Company and
which are normally associated with the position of President, or, once a New
Executive is hired by the Company, the position of Director of New Store
Development, and which are not inconsistent with the provisions of the charter
documents of the Company Affiliates. However, at all times during his
employment, Executive shall be subject to the direction and policies from time
to time established by the Board. Notwithstanding the foregoing, Executive shall
have such corporate power and authority as shall be reasonably required to
enable the Executive to discharge the Executive's duties in any office that
Executive may hold.
1.4 So long as Executive is employed by the Company in accordance with
this Agreement, he shall be a member of the Company's Strategic Planning
Committee. Further, during such employment, the Company shall use its best
efforts to ensure that Executive remains a member of the Board of Directors and
a member of the Board's Executive and Audit Committees.
1.5 Unless the Parties otherwise agree in writing, prior to Executive's
termination in accordance with this Agreement, Executive shall perform the
services he is required to perform pursuant to this Agreement at the Company's
offices located at 0000 X.X. Xxxxxx Xxxxxx, Xxxxxxxx, Xxxxxx, at the various
production and retail outlets, or at any other place at which the Company
conducts business; provided, however, that the Company may from time to time
reasonably require Executive to travel temporarily to other locations in
connection with the Company's business.
SECTION 2 LOYAL AND CONSCIENTIOUS PERFORMANCE; NONCOMPETITION.
2.1 During his employment by the Company, Executive shall devote his
full business energies, interest, abilities and productive time to the proper
and efficient performance of his duties under this Agreement. The foregoing
shall not preclude Executive from engaging in civic, charitable or religious
activities, or from serving on boards of directors of companies or organizations
which will not present any direct conflict of interest with the Company or
affect the performance of Executive's duties hereunder.
2.2 Prior to the Executive's termination in accordance with this
Agreement, Executive shall not engage in competition with the Company, either
directly or indirectly, in any manner or capacity, as adviser, principal, agent,
partner, officer, director, employee, member of any association or otherwise, in
any phase of the business of developing, producing and marketing of food and
beverage which are in the same field or which otherwise directly compete with
the business or proposed business of the Company; provided, however, nothing in
this Section 2.2 shall in any way prohibit ownership by Executive, as a passive
investment, of less than one percent (1%) of the outstanding shares of capital
stock of any corporation with one or more classes of its capital stock listed on
a national securities exchange or publicly traded in the over-the-counter
market.
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SECTION 3 COMPENSATION OF EXECUTIVE.
3.1 The Company shall pay Executive a base salary of not less than
$86,400.00 per year, payable in regular periodic payments in accordance with
Company policy but in no event less frequent than semi-monthly.
3.2 Executive's compensation may be changed from time to time by mutual
agreement of Executive and the Board.
3.3 All of Executive's compensation shall be subject to customary
withholding taxes and any other employment taxes as are commonly required to be
collected or withheld by the Company.
3.4 Executive shall be entitled to at least four (4) weeks of paid
vacation each twelve-month period during Executive's employment hereunder, which
shall continue to accrue during Executive's employment hereunder, in addition to
all national holidays.
3.5 As further compensation, and so long as Executive is employed by
Company as provided in this Agreement on such dates and Executive is not
otherwise in default of any of the provisions herein, Executive shall be granted
by the Company a nonqualified stock option ("Stock Option") under the Company's
existing 1993 Non-Qualified Stock Option Plan ("Plan") as amended so that
Executive shall be entitled to purchase up to 10,000 shares of Company's Common
Stock ("Grant I") on or after December 31, 1996, which date shall be the date of
granting for Grant I, and another 10,000 shares of Company's Common Stock
("Xxxxx XX") on or after December 31, 1997, which date shall be the date of
granting for Xxxxx XX. The exercise price for each share shall be the fair
market value of the Company's Common Stock as of the respective grant date, as
determined by the Board at its discretion. The shares of Common Stock granted to
Executive in this Section 3.5 ("Option Shares") shall vest immediately upon
grant according to the following schedule:
DATE OF VESTING SHARES VESTED
--------------- -------------
December 31, 1996 10,000
December 31, 1997 10,000
Executives shall have the right to exercise the vested Option Shares pursuant to
and in accordance with the terms and conditions of the Plan and the Company's
standard non-qualified option agreement adopted under the Plan.
3.6 Executive shall, in the discretion of the Board and in accordance
with Company policy, be entitled to participate in benefits under any employee
benefit plan or arrangement made available by the Company now or in the future
to its executives and key management employees. Notwithstanding the foregoing,
during Executive's employment hereunder, the Company shall continuously provide
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Executive, at the Company's sole cost and expense, with (i) disability insurance
in addition to any such policies required under Section 7.6 in this Agreement;
and (ii) medical, dental and vision care/insurance for Executive, Executive's
spouse and Executive's children.
3.7 As additional compensation, the Company may, but is not required
to, pay Executive cash bonuses, grant additional stock options, and increase
Executive's base salary, at such times and in such amounts as the Board may
determine in its sole discretion, based on Executive's performance and the
Company's achievement of the goals and objectives established jointly by the
Board and Executive from time to time.
3.8 Executive shall be entitled to receive prompt reimbursement of all
reasonable expenses incurred by Executive in performing Company services,
including expenses related to relocation, travel, entertainment, parking,
business meetings and professional dues. Such expenses shall be accounted for in
accordance with the policies and procedures established by the Company.
SECTION 4 TERM OF EMPLOYMENT.
4.1 The term of this Agreement shall be effective as of the date first
above written and shall terminate three (3) years from such date, unless earlier
terminated as hereinafter provided.
4.2 This Agreement may be renewed only by written consent of both
parties.
4.3 The continued employment after the expiration shall not constitute
an extension of the term of this Agreement or any of its provisions for any
period of time; except
4.3.1 In the event Executive's employment is terminated by the
Company "without cause," as those terms are defined in Section 5.4, and such
termination occurs after the three-year term provided in this Section 4,
Executive shall be entitled to no less than six months of Executive's annual
base salary in effect at the time of such termination as severance pay.
4.3.2 The rights and obligations contained in this Section
4.3.1 shall survive the termination of this Agreement and continue to be in
effect unless waived or modified in writing by both parties.
SECTION 5 TERMINATION BY COMPANY. Executive's term of employment with the
Company may be earlier terminated by the Company under the following conditions:
5.1 DEATH. Upon Executive's death, in which case termination shall be
effective on the last day of the month in which Executive's death occurs.
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5.2 DISABILITY. If Executive becomes, for six consecutive months,
completely disabled due to physical or mental illness as defined under Section
5.2.1, or if Executive shall be absent from duties as required under the terms
of this Agreement on a full-time basis due to illness for six consecutive
months, and shall not have returned to the performance of duties within thirty
(30) days after receiving written notice of termination following such six-month
period.
5.2.1 The term "completely disabled" as used in this Agreement
shall mean the inability of Executive to perform the essential functions of his
position under this Agreement by reason of any incapacity, physical or mental,
which the Board, based upon medical advice or an opinion provided by a licensed
physician acceptable to the Board and approved by the Executive, which approval
shall not be unreasonably withheld, determines to have incapacitated Executive
from satisfactorily performing any or all essential functions of his position
for the Company during the foreseeable future. Based upon such medical advice or
opinion, the determination of the Board shall be final and binding and the date
such determination is made shall be the date of such complete disability for
purposes of this Agreement.
5.3 FOR CAUSE. The Company may terminate Executive's employment under
this Agreement and this Agreement itself "for cause" ("For Cause") by (i)
delivery of written notice to Executive specifying the cause or causes relied
upon for such termination; and (ii) giving Executive, together with his counsel,
an opportunity to be heard before the Board. Any notice of termination given
pursuant to this Section 5.3 shall effect termination as of the date specified
in such notice or, in the event no such date is specified, on the last day of
the month in which such notice is delivered or deemed delivered as provided in
Section 11 below.
If Executive's employment under this Agreement is terminated by the
Company For Cause under this Section, Executive shall be entitled to receive
only accrued base salary and other accrued benefits required by law, prorated to
the date of termination. Executive will not be entitled to severance pay, pay in
lieu of notice or any other such compensation. Grounds for the Company to
terminate this Agreement For Cause shall be limited to the occurrence of any of
the following events without Board consent:
5.3.1 Executive is in material breach of any provision of this
Agreement and, except as otherwise provided in this Section 5.3, such breach
continues for a period of thirty (30) days after notice of such breach is given
to Executive by the Company;
5.3.2 Executive's engaging or in any manner participating in
any activity which is directly competitive with or intentionally injurious to
the Company or which violates any provision of Section 8 of this Agreement and
such violation continues for a period of ten days after notice of such violation
is given to Executive by the Company;
5.3.3 Executive's commission of any fraud against the
Company;
5.3.4 Intentional improper use or appropriation for his
personal use or benefit of any funds or properties of the Company not authorized
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by the Board to be so used or appropriated and the same has not been remedied
within thirty (30) days after notice of such violation is given to Executive by
the Company; and
5.3.5 Executive's conviction of any crime involving dishonesty
or moral turpitude.
5.4 WITHOUT CAUSE. The Company may terminate the Executive's employment
without cause ("Without Cause") upon delivery of written notice to the Executive
at any time. Any notice of termination given pursuant to this Section 5.4 shall
effect termination not less than thirty (30) days after the date of such notice.
SECTION 6 TERMINATION BY EXECUTIVE. Executive's term of employment with the
Company may be earlier terminated (a) for Sufficient Reason (as defined below in
Section 6.1) within sixty (60) consecutive days following the occurrence of an
event or events constituting such Sufficient Reason; or (b) without Sufficient
Reason.
6.1 "Sufficient Reason" shall mean any one or more of the following
events:
6.1.1 The failure by the Company to comply with any material
provision of this Agreement and such failure has continued for a period of
thirty (30) days after notice of such failure has been given by Executive to the
Company;
6.1.2 The assignment to Executive of any duties materially
inconsistent with Executive's status as provided in Section 1.2 or the reduction
of Executive's authority as provided hereunder; and
6.1.3 The reduction by the Company in Executive's base salary
or as the same may be increased from time to time under the terms of this
Agreement, except for across-the-board salary reductions approved by 75% of the
Board similarly affecting all management personnel of the Company; provided,
however, that in no event shall Executive's base salary be reduced to an amount
equal to less than 75% of the highest base salary at any time in effect during
Executive's employment hereunder.
SECTION 7 COMPENSATION UPON TERMINATION.
7.1 DEATH. If Executive's employment shall be terminated by death, the
Company shall pay to Executive's designee(s), beneficiary(ies), or if there is
no such designee or beneficiary, to Executive's estate, an amount equal to
Executive's base salary through the end of the three year term, plus 6 months of
Executive's base salary at the time of his death. Such designee or beneficiary
shall have the right to exercise Executive's vested Option Shares pursuant to
and in accordance with Section 3.5, which shares shall vest on the dates
provided in Section 3.5 as if Executive were still alive and employed with the
Company.
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7.2 DISABILITY. If Executive shall become disabled as provided in
Section 5.2, the Company shall continue to pay to Executive an amount which,
when combined with disability or income-continuance benefits pursuant to a
Company plan or provided under state law and received by Executive, shall equal
but not exceed Executive's base salary, provided that Executive has submitted
claims for any and all such disability benefits to which he may be entitled. For
any waiting period during which Executive receives no benefits under any
disability plan, the Company shall pay his entire base salary. The Company shall
continue to integrate such salary payments with benefits until such time as
Executive's employment is terminated in accordance with Section 5.2 hereof. Upon
any such termination, the Company shall pay to Executive an amount equal to
Executive's base salary through the end of the three year term, plus 6 months of
Executive's base salary at the time of his disability and the Executive shall
have the right to exercise the vested Option Shares pursuant to and in
accordance with Section 3.5, which shares shall vest on the dates provided in
Section 3.5.
7.3 CAUSE, WITHOUT SUFFICIENT REASON. If Executive's employment shall
be terminated by the Company For Cause, or if Executive terminates employment
hereunder without Sufficient Reason, the Company shall pay Executive his base
salary through the date of termination at the rate in effect at the time of the
notice of termination, and the Company shall thereafter have no further
obligations to Executive under this Agreement.
7.4 WITHOUT CAUSE, SUFFICIENT REASON. If (a) Executive shall terminate
Executive's employment with the Company for Sufficient Reason under Section 6.1
of this Agreement; or (b) the Company shall terminate Executive's employment
Without Cause, then upon Executive's furnishing to the Company an executed
waiver and release of claims (a form of which is attached hereto as Exhibit A),
Executive shall be entitled to the following:
7.4.1 Executive's base salary through the end of the three
year term;
7.4.2 Six months of Executive's annual base salary in effect
at the time of termination as severance pay;
7.4.3 The right to exercise Executive's vested Option Shares
pursuant to and in accordance with Section 3.5, which shares shall vest on the
dates provided in Section 3.5 as if Executive were still employed with the
Company; and
7.4.4 Continued receipt, through the end of the three year
term plus an additional 6 months, all employee benefit plans and programs in
which the Executive and Executive's family were entitled to participate
immediately prior to the date of termination, provided that the Executive's
continued participation is possible under the general terms and provisions of
such plans and programs. In the event that the Executive's participation in any
such plan or program is barred, the Company shall arrange to provide the
Executive with benefits substantially similar to those which the Executive would
otherwise have been entitled to receive under such plans and programs from which
his continued participation is barred.
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7.5 Notwithstanding the termination, all payments provided for in this
Section 7 to be made to Executive shall be made in regular periodic payments in
accordance with the Company's normal policy and practice in such payroll
matters, but in no event less frequent than semi-monthly.
7.6 Company shall carry, at its own costs, life and disability
insurance policies on Executive in sufficient amounts to meet its obligations
described in this Section 7.
SECTION 8 CONFIDENTIAL INFORMATION; NONSOLICITATION.
8.1 Executive recognizes that his employment with the Company will
involve contact with information of substantial value to the Company, which is
not old and generally known in the trade, and which gives the Company an
advantage over its competitors who do not know or use it, including but not
limited to, techniques, designs, drawings, processes, inventions, developments,
equipment, prototypes, sales and customer information, and business and
financial information relating to the business, products, practices and
techniques of the Company (hereinafter referred to as "Confidential
Information"). Executive will at all times regard and preserve as confidential
such Confidential Information obtained by Executive from whatever source and
will not, either during his employment with the Company or thereafter, publish
or disclose any part of such Confidential Information in any manner at any time,
or use the same except on behalf of the Company, without the prior written
consent of the Company. Notwithstanding the foregoing sentence, disclosure of
Confidential Information shall not be precluded if such information (i) is now,
or hereafter becomes, through no act or failure to act on the part of the
Executive, generally known or available, or (ii) is required to be disclosed by
law.
8.2 While employed by the Company and for one (1) year thereafter, the
Executive agrees that, in order to protect the Company's confidential and
proprietary information from unauthorized use, Executive will not, either
directly or through others, solicit or attempt to solicit (i) any employee,
consultant or independent contractor of the Company to terminate his or her
relationship with the Company in order to become an employee, consultant or
independent contractor to or for any other person or business entity; or (ii)
the business of any customer, vendor or distributor of the Company which, at the
time of termination or one (1) year immediately prior thereto, was listed on the
Company's customer, vendor or distributor list.
SECTION 9 SUCCESSORS. The Company shall require any successor (whether direct or
indirect, by purchase, merger, consolidation or otherwise) to all or
substantially all of the business and/or assets of the Company, by agreement in
form and substance reasonably satisfactory to the Executive, to expressly assume
and agree to perform this Agreement in the same manner and to the same extent
that the Company would be required to perform it if no such succession had taken
place. Failure of the Company to obtain such an agreement prior to the
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effectiveness of any such succession shall be a material breach of this
Agreement and shall entitle the Executive to compensation and all other benefits
from the Company in the same amount and on the same terms as he would be
entitled to hereunder if he terminated his employment for Sufficient Reason
hereunder.
SECTION 10 ASSIGNMENT AND BINDING EFFECT. This Agreement shall be binding upon
and inure to the benefit of Executive and Executive's heirs, executors, personal
representatives, assigns, administrators and legal representatives. Because of
the unique and personal nature of Executive's duties under this Agreement,
neither this Agreement nor any rights or obligations under this Agreement shall
be assignable by Executive. This Agreement shall be binding upon and inure to
the benefit of the Company and its successors, assigns and legal
representatives.
SECTION 11 NOTICES. All notices or demands of any kind required or permitted to
be given by the Company or Executive under this Agreement shall be given in
writing and shall be personally delivered (and receipted for) or mailed by
certified mail, return receipt requested, postage prepaid, addressed as follows:
If to the Company: Oregon Baking Company
dba Xxxxxx Baking
0000 X.X. Xxxxxx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
With a copy to: Xxxxxxx X. XxXxxxxxx, Esq.
Xxxx Xxxxxx Spears Lubersky LLP
000 XX Xxxxxxx, Xxxxx 000
Xxxxxxxx, Xxxxxx 00000
If to Executive: Xxxxxx Xxxxxxxxxx
0000 X.X. 00xx Xxxxxx
Xxxxxxxx, Xxxxxx 00000
Any such written notice shall be deemed received when personally delivered or
three (3) days after its deposit in the United States mail as specified above.
Either Party may change its address for notices by giving notice to the other
Party in the manner specified in this Section.
SECTION 12 CHOICE OF LAW; VENUE. This Agreement shall be construed and
interpreted in accordance with the laws of the State of Oregon without regard to
the conflict of laws provision thereof. This Agreement has been made entirely
within the State of Oregon. This Agreement shall be governed by and construed in
accordance with the laws of the State of Oregon. If any suit or action is filed
by any party to enforce this Agreement or otherwise with respect to the subject
9
matter of this Agreement, venue shall be in the federal or state courts in
Multnomah County, Oregon.
SECTION 13 INTEGRATION. This Agreement contains the complete, final and
exclusive agreement of the Parties relating to the subject matter of this
Agreement, and supersedes all prior oral and written employment agreements or
arrangements between the Parties.
SECTION 14 AMENDMENT. This Agreement cannot be amended or modified except
by a written agreement signed by Executive and the Company.
SECTION 15 WAIVER. No term, covenant or condition of this Agreement or any
breach thereof shall be deemed waived, except with the written consent of the
Party against whom the wavier in claimed, and any waiver or any such term,
covenant, condition or breach shall not be deemed to be a waiver of any
preceding or succeeding breach of the same or any other term, covenant,
condition or breach.
SECTION 16 SEVERABILITY. The finding by a court of competent jurisdiction of the
unenforceability, invalidity or illegality of any provision of this Agreement
shall not render any other provision of this Agreement unenforceable, invalid or
illegal. Such court shall have the authority to modify or replace the invalid or
unenforceable term or provision with a valid and enforceable term or provision
which most accurately represents the parties' intention with respect to the
invalid or unenforceable term or provision.
SECTION 17 INTERPRETATION; CONSTRUCTION. The headings set forth in this
Agreement are for convenience of reference only and shall not be used in
interpreting this Agreement. The Parties acknowledge that each Party and its
counsel has reviewed and revised, or had an opportunity to review and revise,
this Agreement, and the normal rule of construction to the effect that any
ambiguities are to be resolved against the drafting party shall not be employed
in the interpretation of this Agreement.
SECTION 18 REPRESENTATIONS AND WARRANTIES. Executive represents and warrants
that, to the best of Executive's knowledge, he is not restricted or prohibited,
contractually or otherwise, from entering into and performing each of the terms
and covenants contained in this Agreement, and that his execution and
performance of this Agreement will not violate or breach any other agreements
between Executive and any other person or entity.
SECTION 19 ATTORNEY FEES. If any suit or action is filed by any party to enforce
this Agreement or otherwise with respect to the subject matter of this
Agreement, the prevailing party shall be entitled to recover reasonable attorney
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fees incurred in preparation or in prosecution or defense of such suit or action
as fixed by the trial court, and if any appeal is taken from the decision of the
trial court, reasonable attorney fees as fixed by the appellate court.
SECTION 20 COUNTERPARTS. This Agreement may be executed in two counterparts,
each of which shall be deemed an original, all of which together shall
contribute one and the same instrument.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the
date first above written.
THE COMPANY:
OREGON BAKING COMPANY
dba XXXXXX BAKING
/s/ Dr. Xxxxxx Xxxxxxxxx
--------------------------------
By: Dr. Xxxxxx Xxxxxxxxx
Title: Chief Executive Officer
EXECUTIVE:
/s/ Xxxxxx Xxxxxxxxxx
--------------------------------
Xxxxxx Xxxxxxxxxx
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EXHIBIT A
RELEASE AND WAIVER OF CLAIMS
In exchange for payment to me of amounts pursuant to Sections 7.4 (and
for the other benefits provided therein) of my Employment Agreement (the
"Agreement"), to which this form is attached, I hereby furnish OREGON BAKING
COMPANY dba XXXXXX BAKING (the "Company") with the following release and waiver.
I hereby release, and forever discharge the Company, its officers,
directors, agents, employees, stockholders, successors, assigns and affiliates,
of and from any and all claims, liabilities, demands, causes of action, costs,
expenses, attorneys' fees, damages, indemnities and obligations of every kind
and nature, in law, equity, or otherwise, known and unknown, suspected and
unsuspected, disclosed and undisclosed, arising at any time prior to and
including my employment termination date with respect to any claims relating to
my employment and the termination of my employment, including but not limited
to, claims pursuant to any federal, state or local law relating to employment,
including, but not limited to, discrimination claims, claims under the Oregon
Fair Employment and Housing Act, and the Federal Age Discrimination in
Employment Act of 1967, as amended ("ADEA"), or claims for wrongful termination,
breach of the covenant of good faith, contract claims, tort claims, and wage or
benefit claims, including but not limited to, claims for salary, bonuses,
commissions, stock, stock options, vacation pay, fringe benefits, severance pay
or any form of compensation (other than the obligations under Sections 7.4 of
the Agreement.)
I also acknowledge that I have read and understand the following: "A
general release does not extend to claims which the creditor does not know or
suspect to exist in his favor at the time of executing the release, which if
known by him must have materially affected his settlement with the debtor." I
hereby expressly waive and relinquish all rights and benefits under that section
and any law of any jurisdiction of similar effect with respect to any claims I
may have against the Company.
I acknowledge that, among other rights, I am waiving and releasing any
rights I may have under ADEA, that this waiver and release is knowing and
voluntary, and that the consideration given for this waiver and release is in
addition to anything of value to which I was already entitled as an employee of
the Company. I further acknowledge that I have been advised, as required by the
Older Workers Benefit Protection Act, that: (a) the waiver and release granted
herein does not relate to claims which may arise after this agreement is
executed; (b) I have the right to consult with an attorney prior to executing
this agreement (although I may choose voluntarily not to do so); (c) I have
twenty-one (21) days from the date I receive this agreement, in which to
consider this agreement (although I may choose voluntarily to execute this
agreement earlier); (d) I have seven (7) days following the execution of this
agreement to revoke my consent to the agreement; and (e) this agreement shall
not be effective until the seven (7) day revocation period has expired.
Date: By:
------------------- -------------------------------
Xxxxxx Xxxxxxxxxx
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ADDENDUM TO THE EMPLOYMENT AGREEMENT
BY AND BETWEEN
OREGON BAKING COMPANY, DBA XXXXXX BAKING
AND
XXXXXX XXXXXXXXXX
This Addendum to the Employment Agreement by and between
Oregon Baking Company, dba Xxxxxx Baking, an Oregon corporation (the "Company"),
and Xxxxxx Xxxxxxxxxx ("Wasserteil") dated as of July 12, 1996 (the
"Agreement"), is made to terminate certain provisions in the Agreement upon the
effective date of a Registration Statement filed by the Company under the
Securities Act of 1933, as amended, with respect to a public offering of equity
securities of the Company, underwritten on a firm commitment basis (the "Public
Offering").
RECITALS
A. Section 1.4 of the Agreement reads as follows:
"So long as executive is employed by the Company in accordance
with this Agreement, he shall be a member of the Company's Strategic
Planning Committee. Further, during such employment, the Company shall
use its best efforts to ensure that Executive remains a member of the
Board of Directors, and a member of the Board's Executive and Audit
Committees."
B. The parties desire that the rights and obligations provided under
Section 1.4 of the Agreement be terminated upon the Public Offering.
NOW THEREFORE, the parties agree as follows:
1. Subject to the Public Offering, Section 1.4 of the Agreement shall
be terminated and be of no further force or effect whatsoever.
IN WITNESS WHEREOF, the parties have executed this Addendum as of the
date first written above.
OREGON BAKING COMPANY, dba XXXXXX BAKING,
an Oregon corporation
By: /s/ Xxxxxxx X. Xxxxxxxxx
-------------------------------------
Xxxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxxxxx
-------------------------------------
Xxxxxx X. Xxxxxxxxxx
Addendum to Employment Agreement
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