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Exhibit 10.27
M & L INTERNATIONAL INC.
1333 NORTH KINGSBURY ST.
CHICAGO, IL 60622
February 4, 1998
Mr. Kurt C. Gutfreund
President and Chief Executive Officer
M&L International, Inc.
1333 North Kingsbury St.
Chicago, IL 60622
Re: First Amendment to Employment Agreement
Dear Kurt:
Reference is made to the Employment Agreement, dated as of November 30,
1994, between M&L International, Inc., an Illinois corporation (the "COMPANY")
and yourself (the "EMPLOYMENT AGREEMENT"). Except as set forth herein,
capitalized terms used in this letter agreement have the meanings ascribed to
them in the Employment Agreement.
This letter agreement shall be deemed to be a Written Supplement
contemplated by Section 2.2 of the Employment Agreement and shall otherwise
amend the Employment Agreement as set forth herein.
1. The Initial Term and your employment under the Employment
Agreement are hereby renewed and extended for a three-year
period commencing January 1, 1998 and terminating December 31,
2000.
2. Your Base Salary shall be as follows for the periods set forth
below:
1/1/98 - 12/31/98 $330,000
1/1/99 - 12/31/99 $340,000
1/1/00 - 12/31/00 $350,000
3. Section 5.6 of the Employment Agreement is hereby deleted in
its entirety.
4. The definition of "NONCOMPETITION PERIOD" appearing in the
last sentence of Section 6.1 of the Employment Agreement is
hereby modified by (i) DELETING clause (b) thereof, (ii)
REDESIGNATING clause (c) thereof as clause (b) and (iii)
DELETING clause (a) thereof and SUBSTITUTING the following
clause (a) in its place:
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Kurt C. Gutfreund
February 4, 1998
Page 2
"(a) in the event the Executive's employment is
terminated pursuant to Section 5.4, a period of six
months following the effective date of such
termination, unless the Company shall specify a
longer period in its notice of termination to the
Executive (PROVIDED, HOWEVER, that any such longer
period shall not exceed a period of six months)..."
5. The first sentence of Section 5.4 of the Employment Agreement
is hereby DELETED and the following sentence is SUBSTITUTED in
its place:
"The Company shall have the right at any time to
terminate the Executive's employment hereunder
without cause upon at least 90 days' prior written
notice to the Executive, PROVIDED, HOWEVER, that the
Company shall pay to the Executive (i) on the
effective date of termination specified in the
notice, any unpaid Base Salary accrued through the
effective date of termination, (ii) his
then-effective Base Salary, in equal installments
consistent with the Company's normal payroll
practices, from the termination date until the end of
the Non-Competition Period, and (iii) in accordance
with Section 3.2(b), an amount equal to any earned
but unpaid Incentive Compensation payable with
respect to the prior calendar year plus the Incentive
Compensation, if any, payable in respect of the
calendar year in which such termination occurs,
prorated for the period of service by the Executive
from the beginning of such year through the date of
termination."
If the foregoing accurately reflects our agreement with respect to the
foregoing modification to the Employment Agreement, kindly sign the duplicate
copy of this letter agreement enclosed herewith and return it to me.
Sincerely,
/s/ Peter Vandenberg, Jr.
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Peter Vandenberg, Jr.
Vice President
ACCEPTED AND AGREED:
/s/ Kurt C. Gutfreund
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KURT C. GUTFREUND