Exhibit 10.21
[TONE BROTHERS, INC. LETTERHEAD]
November 18, 2003
Mr. Steven Martin
4806 W. Century Court
Mequon, WI 53092
Dear Steven
The following outlines the terms and conditions of your employment effective 1
July 2003. This letter supersedes any previous agreements between you and Tones
Brothers, Inc. (the "Company") and Burns Philp & Company Limited ("Burns Philp")
that relate to the terms and conditions of your employment referred to in this
letter, other than the letter dated 18 November 2003 from Burns Philp to you
relating to your entitlement to a Change of Control Payment.
DUTIES AND STATUS
You will have the title of President & CEO of Tone Brothers, Inc and Managing
Director of Baking Australia, reporting to the Board of Directors of the Company
and to me as the Managing Director and CEO of Burns Philp. You will have the
authority to perform such executive duties and functions and discharge such
responsibilities as are associated with the positions of President & CEO and
Managing Director.
Your primary responsibility will be for the overall management of the Company
and for establishing in conjunction with the Board and myself the strategic
objectives of the Company.
Additionally, you will continue to perform the role of Managing Director for
Baking Australia, a division of Burns Philp. It is understood and agreed that
this role will end during the 2003/2004 financial year, and at the conclusion of
this assignment you will be asked to perform other duties in addition to your
responsibility for Tone Brothers, Inc.
COMPENSATION AND BENEFITS
a) Base Salary - as compensation for the performance of your duties and
obligations, the Company will pay you a base salary of US$600,000 per
annum, effective 1 July 2003, payable in arrears in accordance with
the normal payroll practices of the Company. Your base salary will be
subject to review each year for possible increase by the Board of
Directors of Burns Philp in its sole discretion. Your base salary and
all other payments made to you under this letter shall be subject to
the withholding of all applicable taxes, as determined by the Company.
Tone Brothers, Inc. Telephone (515) 965-2711
2301 S.E. Tone's Drive Fax (515) 965-2801
Ankeny, IA 50021 www.spiceadvice.com
[TONE BROTHERS, INC. LETTERHEAD]
b) Annual Bonus - for the period 1 July 2003 to 30 June 2004, you will be
entitled to a guaranteed bonus of US$400,000.
In future years the payment of any annual bonus under an incentive plan
will be contingent upon the achievement of annual performance criteria
that will be established at the commencement of each financial year in
consultation with yourself.
The foregoing does not constitute an agreement or representation by the Company
that you will be paid a bonus in any future given year.
c) Other benefits - you will be entitled to participate in all of the
employee benefit plans and programs of the Company that are generally
available to senior executives of the Company during your employment,
subject to the terms and conditions of such plans and programs. You will
also be entitled to fringe benefits and perquisites comparable to those
of other senior executives of the Company, including four (4) weeks
vacation pay per year and a company car.
TERMINATION OF EMPLOYMENT
Your employment is on an "at will" basis. This means that the Company may
terminate your employment at any time and for any reason with or without
notice. The Company makes no implied or expressed representation concerning
your employment or the continuation of your employment, except for the terms
specifically provided in this letter. Your signature below confirms agreement
to this.
In the event the Company terminates your employment without "cause" (as defined
below), you will be entitled to the following severance benefits:
a) Salary & Bonus - payment of one times your then-current annual base
salary plus your annual bonus (based on the highest bonus paid during
the last 3 years, if any), payable in equal installments over twelve
(12) months.
b) Medical benefits - eighteen (18) months continued coverage under the
Company's medical benefits plan on the same basis that you were entitled
to participate immediately prior to termination (including employee
contributions as in effect from time to time). In the event that you
become eligible for coverage under the medical benefit plan of another
employer prior the expiration of the eighteen (18) month period, you
will notify the Company and your coverage under the Company's medical
plan will cease.
c) Unvested benefits - the vesting of all unvested benefits, excluding
Tones Brothers, Inc. Non-Bargaining Retirement Plan.
Tone Brothers, Inc. Telephone (515) 965-2711
2301 S.E. Tone's Drive Fax (515) 965-2801
Ankeny, IA 50021 www.spiceadvice.com
[TONE BROTHERS, INC. LETTERHEAD]
In order to be entitled to severance benefits, you will be required to execute a
waiver and full release of all legal and contractual claims against the Company,
in the form specified by the Company.
In the event your employment with Company is terminated by the Company with
"Cause" (as defined below) by you for any reason, or as a result of your death
or disability, you will be entitled to any earned but unpaid salary, bonus and
employee benefits, but only to the extent such amounts are payable in accordance
with the terms of the Company's plans and policies. You will not be entitled to
any further payment, compensations or other benefits in these instances.
"Cause" is defined for this purpose as (i) your willful failure or gross
negligence in performing the duties of Managing Director and President & CEO,
(ii) a material breach by you of this letter agreement or of any other Company
agreement or policy, (iii) your commission of an act of fraud involving the
Company or (iv) your conviction of any crime constituting a felony.
If you accept the conditions of employment as outlined above, please sign the
original of this letter and initial each page. Please retain the duplicate for
your records.
I would like to take this opportunity to thank you for your contribution and
commitment to the Company throughout the year and look forward to your continued
support.
Yours sincerely
/s/ Thomas J. Degnan
-------------------------
Thomas J. Degnan
Managing Director & CEO of Burns, Philp & Company Limited; and
Director, Tones Brothers, Inc.
I, R. Steven Martin, accept the terms and conditions of employment as outlined
above.
Signed: /s/ R. Steven Martin
-------------------------
Nov. 18, 2003
Tone Brothers, Inc. Telephone (515) 965-2711
2301 S.E. Tone's Drive Fax (515) 965-2801
Ankeny, IA 50021 www.spiceadvice.com