EXHIBIT 10.1
February 3, 1997
Mr. William L. Trubeck
3300 Fox Street
Long Lake, MN 55356
Dear Bill:
We are pleased to extend to you an offer of employment with International
Multifoods Corporation ("Multifoods"). The offer reflects and confirms our
recent verbal discussion in which we agreed to certain employment
arrangements.
1. The position being offered is Senior Vice President - Finance and
Chief Financial Officer, International Multifoods Corporation. In
this position you will report directly to Gary E. Costley, Chairman,
President and Chief Executive Officer. Your office will be in
Minneapolis, MN. The Multifoods headquarters office is located at 33
South 6th Street.
2. The effective date of your employment with Multifoods will be March
1, 1997. We discussed your availability for a February 13 management
meeting and other potential meetings during the month. If you attend
the February 13th meeting, we will reimburse your actual and
reasonable expenses for this trip. In lieu of a consulting fee, we
will fully support your commitment to a speaking engagement in South
Africa during the month of March and other commitments as discussed.
3. The starting salary will be $280,000 annually. You will be eligible
for periodic merit increases based on performance. Merit increases
for executive officers are reviewed every 15-18 months.
4. You will receive an employment bonus of $20,000 payable on or about
March 15, 1997. If you should voluntarily terminate within one year
from date of employment, you agree to repay the $20,000.
5. A recommendation will be made to the Compensation Committee of the
Board of Directors of Multifoods for the following:
(a) A restricted stock grant of 1,200 shares of Multifoods stock.
The approximate value of this grant is $20,000. The
restriction will be time only for a two-year period.
(b) A non-qualified stock option grant of 20,000 shares of Multifoods
Common Stock. The grant price will be the average price of
Multifoods stock on your date of employment and will vest within
one year.
(c) A non-qualified stock option grant of 30,000 shares of Multifoods
Common Stock. The option grant will fully vest in eight years;
however, vesting will be accelerated one third each year for three
years if Multifoods Net Pre-Tax Earnings exceed the prior year by
15%, or by 45% in aggregate for a three-year period. The stock
option grant is dependent on the shareholders approving a 1997
stock-based incentive plan.
(d) You will be included as a participant in the Multifoods Pension
Equity Plan ("PEP") following one year of service. You will be
recommended for participation in the Management Benefit Plan of
International Multifoods Corporation, restated Effective January
1, 1997 ("MBP"). The MBP is a "non-qualified" excess benefit plan
that provides retirement benefits that would have been provided
under the PEP if the Internal Revenue Code limits on compensation
(currently $160,000 per year) and benefits (currently $125,000)
did not apply to benefits under the PEP.
The following Supplemental Retirement Plan will be proposed to the
Committee:
The arrangement will provide additional retirement benefits equal
to what you would have received under the MBP and the PEP had your
service from your employment date counted one and one-half (1.5)
for both benefit accrual and vesting purposes.
You will also be recommended for participation in the Supplemental
Deferred Compensation Plan of International Multifoods
Corporation. This plan provides for the "non-qualified" deferral
of amounts which could have been deferred under the Voluntary
Investment and Savings Plan of International Multifoods
Corporation (the "VISA Plan") if certain Internal Revenue Code
limits did not apply, and to provide matching credits on such non-
qualified deferrals.
We have given you an estimate of the benefits from both these
plans.
(e) A Change of Control agreement similar to that of other executives
of Multifoods will also be recommended to the Compensation
Committee. While the agreement will contain the detail of the
arrangement, essentially if there is a change of control and a
subsequent termination, either involuntary or by "constructive
discharge", you will receive a payment equal to 2.5 times base
salary and the average of the last three (3) incentive awards or
the target level if there has not been any incentive payments.
6. You will be protected in the case of involuntary termination, except for
cause. If involuntary termination should occur during the first year of
your employment March 1, 1997 - February 28, 1998 you will receive two
years' salary as a severance payment. Following the first year, in the
event of involuntary termination you will receive one
years' salary. Any severance payment will require a release, including
an agreement not to compete with Multifoods or any of its subsidiaries
for a period of one year, prepared by Multifoods and signed by you.
7. Your annual incentive opportunity will be no less than 50% of base
salary at business plan level with a maximum incentive opportunity of
70%.
8. It is our intent to review the incentive plan designs for fiscal 1998
and fiscal 1999 which could positively effect the incentive
opportunities. As we have discussed, this is related to the
implementation of "economic value" as a measurement and reward system
and may not become effective until fiscal 1999. You will have a primary
role in determining the measurement system.
9. Multifoods provides a comprehensive benefit program including medical,
dental, life insurance, long term disability, etc. A summary of
Multifoods' benefit plans, which are comprehensive, are attached for
your review. The Multifoods' 401(k) program is called VISA. There is a
one year employment period for eligibility. Employees may contribute up
to 7% of base salary (maximum this year is $9,500) which is matched 50%
with Multifoods Common Stock.
10. In accordance with our prior discussion, you will be entitled to four
weeks of vacation. Our vacation year is from January 1 to December 31.
The Company will consider any need you have for additional personal
time.
11. Also in accordance with our verbal discussion, Multifoods will pay fees
and dues for a club membership. Since you are a member of the
Minneapolis Club, we will assume the monthly dues and fees. All
expenses incurred for business use of the club will be reimbursed based
on Multifoods' policies.
Bill, we have received the medical report from Dr. Owen at the Mayo Clinic.
Since the exam was completed within one year of date of employment, it
satisfies the requirement to complete an executive physical exam.
Congratulations on your good health.
We are very pleased with the prospect of having you join Multifoods. We
are counting on your contribution and strongly believe you will have a very
positive impact on the Company. We also believe that Multifoods can offer
you a significant challenge.
Will you please indicate your acceptance of this offer by signing and
dating the original letter and returning it to me at your earliest
convenience.
Very truly yours,
/s/ Robert F. Maddocks
Robert F. Maddocks
Executive Vice President
RFM:rg
cc: Gary E. Costley
Accepted by:
Dated: 02/04/97 /s/ William L. Trubeck
William L. Trubeck