a5535571ex10_a.htm


    Exhibit
      10(a)

     

    FIRST
      AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT

    


    THIS
      FIRST
      AMENDMENT TO AMENDED AND RESTATED EMPLOYMENT AGREEMENT is dated as of September
      25, 2007, between TASTY BAKING COMPANY, a Pennsylvania corporation (the
“Company”) and CHARLES P. PIZZI (“Executive”).

     

    WHEREAS,
      the Company and the Executive have entered into an Amended and Restated
      Employment Agreement dated as of July 27, 2006 (“Employment Agreement”) pursuant
      to which Executive is employed as the President and Chief Executive Officer
      of
      the Company; and

     

    WHEREAS,
      the parties desire to amend the Employment Agreement for the purposes and with
      the effect stated herein.

     

    NOW,
      THEREFORE, in consideration of the mutual covenants herein contained, and
      intending to be legally bound hereby, the Company and Executive agree as
      follows:

     

    
      
        	
                1.       

              	
                Amendment
                  to Section 4.  Subsection 4(c) of the Employment Agreement
                  is, effective October 7, 2007, hereby amended and restated to read
                  in its
                  entirety as follows:

              


      

    

     

    “(c)     In
      the event Executive elects not to obtain life insurance (in excess of the basic
      $10,000 of coverage paid for by the Company) under the Company’s life insurance
      program for executives, but maintains or obtains life insurance through other
      policies, the Company agrees to reimburse Executive for the cost of such other
      insurance up to the amount which the Company would have paid for an equivalent
      amount of life insurance under the Company’s life insurance
      program.  Executive acknowledges that the amount reimbursed by the
      Company will be reported as W-2 income to Executive.  In addition,
      provided Executive is in good health and insurable at regular rates, the Company
      shall obtain for the benefit of the Executive, and maintain at all times during
      the Employment Period and pay the premiums for, a term life insurance policy
      in
      the amount of Two Million Dollars ($2,000,000.00) for the period beginning
      on
      October 7, 2007 and ending on the termination or expiration of the Employment
      Period.  Executive shall be the owner of such policy (unless such
      insurance is effected through the Company’s group life insurance program) and
      shall have the sole right to designate the beneficiaries of such
      policy.  Executive acknowledges that the company will report as W-2
      income to Executive the premiums paid on such policy.

    


    
      
        	
                2.         

              	
                General.  In
                  all other respects, except as expressly amended hereby, the Employment
                  Agreement remains in full force and effect as of the date
                  hereof.  This First Amendment to the Employment Agreement
                  represents the entire understanding of the parties hereto and supersedes
                  all prior agreements and understandings, oral or written, relating
                  to the
                  subject matter hereof, and no change, alteration or modification
                  hereof
                  may be made except in a writing signed by both parties
                  hereto.

              


      

    

    


    IN
      WITNESS
      WHEREOF, the parties have executed this First Amendment to the Employment
      Agreement as of the date and year first written above.

    


    
      	 	 	Tasty
              Baking Company
	 	 	 	 
	
            	 	 	 
	
               

            	 	
              By:

            	/s/
	Charles
              P. Pizzi	 	 	James
              E. Ksansnak
	 	 	 	Chairman
              of the Board