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EXHIBIT 10(nnn)
EMPLOYMENT AGREEMENT
AGREEMENT made this _____ day of _____________, 1995, by and between
____________________ (hereinafter "Company") and ________________________
(hereinafter "Employee").
WHEREAS, Company is a Delaware corporation in the business, through its
various subsidiaries of manufacture, processing and distribution of specialty
dairy products throughout the United States and,
WHEREAS, Employee is and has been employed as the ____________ of the
Company and,
WHEREAS, Company is desirous of contracting with Employee to assure he
will continue his employment with Company and/or its subsidiaries and,
WHEREAS, Employee is desirous of continuing his employment with Company
and/or its subsidiaries.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein and for other good and valuable consideration, the receipt and
sufficiency of which is hereby acknowledged, the parties above-named do hereby
agree as follows:
1. Position and Duties. Company hereby agrees to employ Employee and
Employee agrees to be employed by Company as the ___________________ of its
related operations and subsidiaries. Employee shall have responsibility for the
____________________ of the Company and its subsidiaries and shall report
directly to the President of Company.
Employee shall devote sufficient time, attention and energies to the
business of Company to accomplish his duties herein and except as otherwise
provided in this Agreement, shall not be engaged in any activity or have any
ownership interest in any business in competition with Company or potentially
in competition with Company.
2. Term of Agreement. This Agreement shall commence on _______________,
1995, and continue until terminated pursuant to Section 4 hereof.
3. Compensation and Benefits. The Company shall pay to the Employee an
annual compensation package based on the salary, bonus and allowances, if any,
(the "Compensation") earned by the Employee for the year 1994 (whether paid in
1994 or otherwise). In computing the Compensation to be paid, the Compensation
actually paid to Employee shall be annualized (the "Annual Compensation").
Further, the Company shall provide Employee such benefits as the Company
provides to its other employees similarly situated.
To the extent this Agreement is not terminated pursuant to Section 4, the
Company shall review the Annual Compensation and make appropriate adjustments
when its other management level employees are reviewed.
4. Termination.
a. By Company. The Company, by action of the President or its Board of
Directors may terminate Employee's employment hereunder but only for
Cause. Cause shall be defined as the death of Employee or the disability of
Employee, which disability continues for a period of six (6) months;
misappropriation by Employee of Company's assets or other willful
misconduct or bad faith in disregard of Employee's material duties to
Company or the gross neglect by Employee of the performance of his duties.
In the event of Employee's termination by Company without Cause,
Company shall pay to Employee within seven (7) days of said termination an
amount equal to 1.5 times Employee's Annual Compensation. Further,
Employee's medical and dental insurance shall be maintained by the Company
for a period of one year on the same terms and conditions which existed
prior to Employee's termination.
b. By Employee. Employee may terminate this Agreement at any time by
giving written notice to Company at such place it may from time to time
designate in writing. Written notice shall be at least One Hundred Twenty
(120) days prior to said proposed date of termination. This notice
provision shall be six months if the Company sells a majority of its
assets, if a majority of the Company's shares are sold or if control of a
majority of the Company's shares changes or occurs through merger, sale,
consolidation, or any like occurrence or event (a "Sale").
In the event of a Sale, this Agreement shall, at Employee's option
terminate upon expiration of the notice period referred to above and
Employee shall be paid at the closing of the Sale the sum calculated in
accordance with Section 4(a) hereof as if Employee was terminated without
Cause.
In the event the Employee exercises his option as noted in the above
paragraph and the Company wishes to continue his employment during the six
month notice period, then in that event the Employee shall continue to
receive his current compensation and benefits during the period of
continued employment. Payment of continued compensation and benefits shall
not, however, reduce the severance payment to be made in accordance with
the above paragraph.
5. Binding Effect; Assignment. This Agreement shall be binding upon the
parties hereto, their heirs, executors, administrators, successors and assigns.
Employee shall not assign any of his rights under this Agreement. The rights
and liabilities of Company hereunder shall inure to the benefit of, and shall
be assumed by and binding upon, any successor or assignee of the Company
whether by sale or transfer of controlling shares of Company, merger or
consolidation of the Company with another corporation, by sale of 50% or more
of the assets of Company or any like occurrence or event.
6. Entire Agreement; Amendment. This Agreement is the entire agreement
between the parties regarding the subject matter hereof and supersedes any
understandings or agreements whether oral or written. Any changes to this
Agreement must be made in writing and signed by both parties.
7. Waiver. Failure by either party to insist on strict enforcement of any
provision of this Agreement on one or more occasions shall not be construed as
a waiver of such provision and shall not deprive the party of the right to
require compliance with the provision of the future.
8. Severability. The invalidity or unenforceability of any provision of
this Agreement shall not effect the validity or any other provision.
9. Applicable Law. This Agreement shall be governed and construed under
and in accordance with the laws of the State of Texas.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
day, month and year first written above.
EMPLOYEE
_____________________________
Name
COMPANY
By: __________________________
President
The Company has entered into Employment Agreements substantially in the
form of Exhibit 10(nnn) with the following persons:
C. Dean Metropoulos (the maximum allowable severance is $1.0 million.)
Michael J. Cramer
Louis Pellicano
N. Michael Dion
Evan Metropoulos