Exhibit 10
Between MOLINOS NACIONALES, C.A. (MONACA), a corporation domiciled in
Puerto Cabello, Carabobo State, originally registered in the Mercantile
Registry of the First District on May 25, 1956, under No. 30, Volume
16-A, subsequently registered, due to the change of its domicile to the
city of Puerto Cabello, in the Mercantile Registry of the Judicial
District of the State of Carabobo on September 1, 1975, under No. 35,
Volume 8-C and due to restatement of its Charter/By-laws, registered in
the Third Mercantile Registry of the same District on January 7, 1988,
under No. 31, Volume 12-A, hereinafter referred to as MONACA,
represented in this act by Edgardo Rodriguez, of legal age, of this
domicile, and bearer of Identity Card No. 82.216.864, who acts duly
authorized by MONACA, according to Resolution of the Board of Directors
of MONACA No. 220, dated June 12, 1998, on the one hand; and on the
other, FIDIAS ROBUSTE, of legal age, domiciled in Caracas, Venezuela,
and bearer of Identity Card No. 14.300.736, hereinafter referred to as
THE EMPLOYEE, it has been agreed to enter into a labor settlement
contained in the following clauses:
FIRST: THE EMPLOYEE declares that he rendered services to MONACA from
May 15, 1974, to June 15, 1998, date on which the individual employment
contract was terminated by virtue of the resignation submitted by THE
EMPLOYEE from his position as President of MONACA. THE EMPLOYEE also
declares that on the date of termination of the labor relationship he
earned a monthly basic salary of US$ 12,692.00 equivalent, for the
purposes established in Article 95 of the Law of the Venezuelan Central
Bank to Bs. 6,815,604.00. THE EMPLOYEE considers that the cost-of-
living bonus that he monthly received from the Company and which equals
a monthly amount of US$ 1,934.47 equivalent, for the purposes
established in Article 95 of the Law of the Venezuelan Central Bank to
Bs. 1,040,744.80, must be added to the said salary, as well as the
value of the vehicle assigned to him by MONACA; also, a twelfth part of
the annual incentive bonus and of the vacation bonus and a third part
of the benefits paid by MONACA for the fiscal year which began on
March 1, 1998, and will end on February 28, 1999, all of which equals a
daily amount of US$ 140,49 equivalent, for the purposes established in
Article 95 of the Law of the Venezuelan Central Bank to Bs. 75,728.93
must be added to said salary. Likewise, THE EMPLOYEE considers that
the value of the cellular phone assigned to him by MONACA for his
personal use must be added to said salary, as well as the maintenance
fees which MONACA paid in order for THE EMPLOYEE to enjoy the shares of
membership of Club Valle Arriba and Club Puerto Azul; the value
representing the right of THE EMPLOYEE to be included in the
International Multifoods Corporation's stock option plan; the value of
the contributions made by MONACA to the retirement plan to which THE
EMPLOYEE is entitled, and the value of the payments effected by MONACA
in order for THE EMPLOYEE to be affiliated to a life insurance policy
and a health insurance policy. Based on the salary thus determined,
THE EMPLOYEE considers that the following benefits appertain to him by
virtue of the termination of the labor relationship: 55 days of salary
on account of seniority from June 19, 1997 to June 15, 1998, pursuant
to Article 108 of the prevailing Organic Labor Law, THE EMPLOYEE
expressly declares to have received to his satisfaction the payment,
with its corresponding interest, on account of the items contained in
letters a) and b) of Article 666 of the Organic Labor Law, 5 days of
salary on account of split vacations, pursuant to Article 225 of the
Organic Labor Law. In addition, THE EMPLOYEE claims payment of 245
days of salary on account of annual vacations pending as of the date of
termination of the labor relationship, corresponding to years 1994-
1995; 1995-1996; 1996-1997; and 1997-1998, as well as the payment of
the annual incentive bonus of the benefits in proportion to the
services rendered during the current fiscal year of MONACA. THE
EMPLOYEE claims calculation of double payment of his termination
benefits from the date when he began rendering services to MONACA to
the effective date of termination of his labor relationship, that is to
say, in addition to the seniority payment to which Article 108 of the
repealed Organic Labor Law referred, the double of said benefit and the
corresponding notice, as if termination of his employment contract had
been a consequence of a dismissal according to the provisions of
Article 125 of the repealed Organic Labor Law which was modified on
June 19, 1997, since THE EMPLOYEE states that such is the policy
governing MONACA and that he was assured that it would be applied upon
termination of his employment contract. Finally, THE EMPLOYEE claims
payment of the benefits to which he is entitled according to the
Retirement Plan of MONACA, given that THE EMPLOYEE states that he is
entitled thereto by reason of his time of service and age, requiring
that his benefit be paid as a lump-sum.
SECOND: MONACA does not accept in full the claims of THE EMPLOYEE
stated in Clause First hereof due to the following reasons: the
amounts received by THE EMPLOYEE on account of the use of the cellular
phone are not part of the salary of THE EMPLOYEE, given that the use of
the same was assigned to THE EMPLOYEE for the functions inherent in his
work and not for his personal use; also, the amounts paid by MONACA in
order for THE EMPLOYEE to be affiliated to a life insurance policy and
a health insurance policy are not part of the salary, since such
amounts were not a remuneration of the services rendered by THE
EMPLOYEE to MONACA, but an extraordinary benefit for the cases of
illness or death of THE EMPLOYEE; the maintenance fees paid by MONACA
in order for THE EMPLOYEE to enjoy the shares of membership of Club
Valle Arriba and Club Puerto Azul are not part of the salary, since
such maintenance fees were paid by MONACA in order for THE EMPLOYEE to
have access to entertainment places consistent with his managerial
status, outside work hours and they were not paid as a consideration
for the services that THE EMPLOYEE rendered to MONACA; the value of THE
EMPLOYEE's right to be included in the International Multifoods
Corporation's stock option plan is not part of the salary, firstly,
since said benefit was granted to THE EMPLOYEE by a legal person other
than MONACA, and which was not his employer, and secondly, because the
possible benefit to be derived from such stock option plan is the
possibility of selling the shares that THE EMPLOYEE might have bought
according to the conditions of the plan at a higher price, which would
result in a commercial profit for THE EMPLOYEE; the value of the
contributions made by MONACA to the retirement plan to which THE
EMPLOYEE is entitled is not part of the salary, since such
contributions were not delivered to THE EMPLOYEE, he might not dispose
of the same, and said contributions were not a remuneration for the
services rendered by THE EMPLOYEE. The purpose of said contributions
was to form the sufficient reserves for the payment of the
indemnification provided for in the pension fund that THE EMPLOYEE was
to receive upon the effective termination of the labor relationship and
not during the same. Finally, the cost-of-living bonus monthly paid by
MONACA to THE EMPLOYEE is not part of the salary of THE EMPLOYEE, given
that said bonus is not a remuneration of the services rendered by THE
EMPLOYEE to MONACA. The purpose of said bonus was to offer THE
EMPLOYEE access to a living standard consistent with that which MONACA
deems that its executives must enjoy. Likewise, MONACA rejects that
THE EMPLOYEE is entitled to the calculation of his termination benefits
as if he had been unjustifiably dismissed, given that THE EMPLOYEE was
an employee of direction and, as such, excluded from the scope of
application of the provisions on job security of the Organic Labor Law
and, moreover, given that MONACA does not have any policy establishing
said right for its employees, and if there had existed one, the same
has been fully repealed by virtue of the modification of the Organic
Labor Law in relation to the system of termination benefits. It must
be stated that THE EMPLOYEE accepted to be governed by the new system
of termination benefits when he received the full payment on account of
seniority until June 19, 1997, and of the transfer bonus. Therefore,
THE EMPLOYEE may not claim now the application of provisions of the
repealed system of termination benefits in addition to those of the new
system. MONACA rejects that THE EMPLOYEE is entitled to payment of the
annual incentive bonus of 1998, since the annual incentive bonus is
granted only for services rendered by any employee during the whole
fiscal year of MONACA, which is not the case of THE EMPLOYEE, who,
consequently, is not entitled to receive any annual incentive bonus in
proportion to the services rendered during the current fiscal year of
MONACA. Finally, MONACA rejects to owe any moneys on account of
seniority pay in accordance with Article 108 of the Organic Labor Law,
nor on account of interest on the same, since the amounts caused on
such account have been deposited by MONACA in THE EMPLOYEE'S trust
account with Banco Provincial, by virtue of the trust agreement entered
into between THE EMPLOYEE and said banking institution which, in
consequence, is the sole responsible entity for the payment of said
benefits and interest. Therefore, MONACA owes nothing to THE EMPLOYEE
on said account.
THIRD: Notwithstanding the foregoing, the parties, in order to avoid
any litigation between them, as well as the possible institution of a
judicial proceeding with all the costs, attorney fees, delays, damages
and losses that the same might cause to them, agree to enter into the
following settlement: MONACA agrees to pay THE EMPLOYEE, for any and
all items claimed by the same in Clause First hereof, the amount of
NINE HUNDRED NINETY-EIGHT THOUSAND ONE HUNDRED FORTY-EIGHT DOLLARS AND
FIFTEEN CENTS OF THE UNITED STATES OF AMERICA (US$ 998,148.15), which
for the purposes established in Article 95 of the Law of the Venezuelan
Central Bank is equivalent to the amount of Bs. 536,005,556.55, and
which shall be transferred, following THE EMPLOYEE's instructions, to
account No. 125767306 with Santander Global Bank, Miami office and the
amount of THIRTY-ONE MILLION TWO HUNDRED THIRTY-TWO THOUSAND EIGHT
HUNDRED FORTY-NINE BOLIVARS AND TWENTY-EIGHT CENTS (Bs. 31,232,849.28),
from which sum the following amounts must be deducted: Bs. 527,049.00,
on account of 1998-1999 vehicle insurance policy, Bs. 1,802,737.35, on
account of Income Tax, and Bs. 1,100,537.00 which is the price agreed
by MONACA to sell to THE EMPLOYEE a Century vehicle, year 1993. Such
sale shall be performed through a separate document. Therefore, a net
amount remains in favor of THE EMPLOYEE of Bs. 27,802,525.93, which is
paid to THE EMPLOYEE as follows: Bs. 15,435,583.00, by means of a set-
off of the credits which for the same amount MONACA granted to THE
EMPLOYEE for the acquisition of shares of membership of Valle Arriba
Golf Club and Puerto Azul Club and the balance, that is to say, Bs.
12,366,942.93, by means of a transfer, following instructions from THE
EMPLOYEE, to current account No. 301-26886-U with Banco Provincial.
Finally, MONACA agrees to grant THE EMPLOYEE as a part of this
settlement the following benefits: 1) MONACA agrees to pay fifty
percent (50%) of the value of a premium of a basic medical expenses
policy which covers THE EMPLOYEE for the rest of his life, for up to
the amount of Bs. 2,000,000.00 of coverage per year, with an excess
coverage for up to a maximum of US$50,000.00, which for the purposes
established in Article 95 of the Law of the Venezuelan Central Bank is
equivalent to the amount of Bs. 27,000,000.00 always provided that THE
EMPLOYEE pays the remaining fifty percent (50%) of the value of said
premium; 2) MONACA will continue to pay the total value of the premium
of the life insurance policy of THE EMPLOYEE for up to the amount of
Bs. 5,000,000.00 of coverage; 3) MONACA binds itself to pay the
airplane ticket, hotel and other reasonable expenses incurred by THE
EMPLOYEE on account of one (1) trip from Caracas to Minneapolis,
Minnesota, United States of America and the corresponding trip back of
THE EMPLOYEE, who will travel within a period of twelve months as from
June 15, 1998; and 4) MONACA will pay the cost of two (2) executive
medical examination for THE EMPLOYEE at the Mayo Clinic located in
Jacksonville, Florida, United States of America, as well as the
expenses corresponding to the Caracas-Jacksonville airplane tickets to
be acquired so that THE EMPLOYEE may travel to undergo such
examinations. THE EMPLOYEE may undergo said examinations at any time
of his life.
FOURTH: The parties declare to be mutually satisfied with this
settlement and they declare that they have nothing to claim for any
matter derived or not from this settlement or from the labor
relationship existing between them until June 15, 1998. They agree
that this settlement will have the effect of the matter decided, in
order to which said parties will attend the Labor Inspector's Office of
the corresponding jurisdiction, so that said Office may issue its
approval, pursuant to the provision of Article 3 of the Organic Labor
Law.
FIFTH: THE EMPLOYEE declares that no other claims will be made to
MONACA or to any other company, subsidiary or affiliate of MOLINOS
NACIONALES C.A. or of INTERNATIONAL MULTIFOODS CORPORATION, or to any
subsidiary or affiliate of said companies, since this document
constitutes a total and final release of any possible obligations that
said companies may have had with THE EMPLOYEE as of the date hereof.
This Agreement is signed in four (4) counterparts in Caracas, on the
fifteenth day in the month of June, Nineteen Hundred Ninety-Eight.
/s/ Edgardo Rodriguez
/s/ Fidias Robuste
REPUBLIC OF VENEZUELA. THIRD NOTARY PUBLIC'S OFFICE OF THE
MUNICIPALITY OF CHACAO OF MIRANDA STATE, formerly Seventh Notary
Public's Office of Chacao, Los Palos Grandes, June 15, Nineteen Hundred
and Ninety-Eight, 188 degrees and 139 degrees. The foregoing document
drawn up by lawyer OSCAR J. TORRES, registered in the Inpreabogado
under No. 20.487 was presented to be authenticated and returned, as per
form No. 89762, dated 06-15-1998. The parties executing the document
being present, they stated that their names were EDGARDO RODRIGUEZ AND
FIDIAS ROBUSTE VENTURA, of legal age, holders of Identity Cards Nos.
82.216.864 and 14.300.736, both divorced, an American and a Venezuelan,
domiciled in Caracas, respectively. The document having been read to
them and compared to its copies before the Notary, they stated: "IT'S
CONTENT IS TRUE AND OURS THE SIGNATURES THAT APPEAR AT THE BOTTOM
THEREOF". The Notary, by virtue whereof, declares it authenticated in
the presence of witnesses JUAN CARLOS ARAQUE and ALEXANDRA MILANO,
holders of Identity Card Nos. 12.112.219 and 6.902.079 and the document
was recorded under No. 70, Volume 92 of the Books of Authentication
kept by this Notary Public's Office. The Notary certifies that she saw
the Charter of MOLINOS NACIONALES C.A., registered in the Mercantile
Registry of the First District of Puerto Cabello, Carabobo State, on
05-25-1956, under No. 30, Volume 16-A and resolution of the Board of
Directors of MONACA, No. 220, dated 06-12-1998. According to Article
35 of the Law on Fiscal Stamps, the corresponding fiscal stamps were
invalidated in the original counterpart. The Notary Public's Office
was convened at Centro Colgate, piso 4, Los Ruices, at 4:30.
THE NOTARY
Dr. Isabel Aleala Perdomo
Third Notary Public of the Municipality
of Chacao
THE EXECUTING PARTIES
THE WITNESSES