Exhibit 10.22
STRICTLY CONFIDENTIAL
January 3, 1997
Mr. Devendra Mishra
Advisor for Strategic Analysis
Denver West Suites
1746 Cole Blvd.
Suite 225
Golden, CO 80401-3210
Dear Devendra:
This will confirm the understanding reached regarding your separation
from Multifoods.
1. Your termination date will be April 30, 1997.
2. A severance amount equal to one year's base salary ($275,000), as
agreed to in our employment offer letter of July 29, 1994, which amount,
in semi-monthly installments, less all applicable withholding taxes,
began on November 1, 1996. By April 30, 1997, you will have received
$137,500. We will pay you the balance of $137,500 in a lump sum payment
on April 30, 1997, less all applicable withholding taxes.
3. You will continue as an at will employee from November 1, 1996 to
April 30, 1997 and will, during this period, be covered by the benefit
programs in which you are currently enrolled unless you are re-employed
prior to April 30, 1997.
You are entitled to benefit coverage under COBRA for a period of
eighteen (18) months following your termination date of April 30, 1997.
COBRA includes medical, dental, vision and EAP benefit programs. It
excludes life insurance and long-term disability. Multifoods will pay
the COBRA insurance premiums for a period of six (6) months (May-
October), or until you are re-employed, whichever is earlier. You will,
however, continue the same payment rate for these benefit coverages as
you presently are paying. This will be $89 per month. You may then
elect to continue coverage at your full cost for the remaining twelve
(12) months. The full cost premiums today are approximately $412 per
month.
4. No further vacation pay will accrue for the period after November
1, 1996. You will be entitled to any unused earned vacation prior to
November 1, 1996.
5. Below are the expiration dates of your outstanding options to
purchase shares of Common Stock of International Multifoods Corporation.
The expiration dates were determined based on the date of your
termination of employment (4/30/97) and in accordance with the terms of
the respective stock option plan and stock option agreement relating to
the options.
Date Number Exercise Expiration
of Grant of Shares Price Plan Date
09-15-94 10,000 $16.625 1989 07-30-97
03-17-95 7,500 $18.6875 1986 04-30-97
03-15-96 5,000 $19.3125 1986 04-30-97
The 170 shares of restricted Common Stock of International Multifoods
Corporation which were granted to you on March 15, 1996 will be
forfeited since the vesting requirements will not have been met by April
30, 1997.
The Compensation Committee of the Board of Directors has waived the
vesting requirements with respect to the 13,260 shares of restricted
Common Stock which were granted to you on September 15, 1995 such that
the shares vest on April 30, 1997 (provided that the rescission period
with respect to your release of claims has expired and you have not
rescinded or revoked such release).
The Compensation Committee at its meeting on December 19 waived the
vesting requirements with respect to the 6,000 shares of restricted
Common Stock which were granted to you on September 15, 1994. Please be
advised that in order to satisfy the tax withholding obligations that
will arise upon the vesting of the shares of restricted Common Stock,
you may elect to have shares withheld from the shares otherwise to be
delivered to you to cover such taxes. Pursuant to the terms of your
Restricted Stock Award Agreements, any such election must be made by you
prior to April 30, 1997. In the alternative, you will be required to
pay the tax withholding amount in cash prior to the delivery to you of
the vested shares.
6. The Company will provide you with executive outplacement
assistance up to $10,000. The two primary organizations which
Multifoods uses in the Denver area are Drake Beam Morin and Wright
Associates. These funds are sufficient to cover a full six-month
program, including office space.
If you choose an alternate program outside the Denver area, you will
need to submit statements for approval which support the program and
costs. Travel and travel-related expenses outside the Denver area will
not be paid by the Company.
7. The lease terms for the office space at 1746 Cole Boulevard,
Golden, Colorado, will end on January 31, 1997, and will not be renewed.
In consideration for the above separation program, you will be required
to sign the Form of Release Agreement attached. The release must be
signed and returned to the Company by April 15, 1997. As you know, once
signed you have a 15-day period to rescind the agreement. You will
receive the semi-monthly severance payments through April 30, 1997;
however, further separation payments due you under this agreement will
be paid only following the rescission period.
You will be asked to return any Company property in your possession by
April 30, 1997.
Sincerely,
/s/ Robert F. Maddocks
Robert F. Maddocks
Executive Vice President
RFM:rg