ex10_1.htm


    
      

    

    
       
Exhibit
10.1

    

    


    EMPLOYMENT
AGREEMENT OF JAMES RUDIS

    


    THIS
EMPLOYMENT AGREEMENT (the “Agreement”) is dated
as of February 18, 2010 between Overhill Farms, Inc., having its principal
place of business at 2727 East Vernon Avenue, Vernon, California 90058 (the
“Company”), and
James Rudis, an individual residing in New York (the “Executive”).

    


    The
Company and the Executive (collectively referred to herein as the “Parties”) enter this
Agreement on the basis of the following facts, understandings and
intentions:

    


    A.           The
Company is engaged in the manufacture of custom prepared frozen food products
for branded retail, private label, foodservice and airline
customers;

    


    B.           The
Company is willing to continue Executive’s employment and Executive desires to
continue his employment with the Company, based upon the terms and conditions
set forth in this Agreement;

    


    C.           In
the course of the employment contemplated under this Agreement, it will be
necessary for Executive to acquire knowledge of certain trade secrets and other
confidential and proprietary information regarding the Company; and

    


    D.           The
Company and Executive acknowledge and agree that the execution of this Agreement
is necessary to memorialize the terms and conditions of their employment
relationship as well as safeguard against the unauthorized disclosure or use of
the Company’s confidential information and to otherwise preserve the goodwill
and ongoing business value of the Company.

    


    NOW,
THEREFORE, in consideration of the mutual covenants contained herein, the
Company and the Executive agree as follows:

    


    1.           
 Incorporation of
Recitals. The recitals stated above are hereby incorporated by reference
as though fully set forth at length herein.

    


    2.          
  Employment. The
Company hereby agrees to employ Executive, and Executive hereby agrees to be
employed by the Company, subject to the terms and conditions set forth herein.
This Agreement shall govern the employment relationship between the Company and
Executive from January 1, 2010 (the “Effective Date”)
until terminated in accordance with the provisions of this Agreement. The total
period of the Executive’s employment under this Agreement is referred to herein
as the “Employment
Period.”

    


    3.        
    Term. The initial
term of this Agreement shall be from the Effective Date through
December 31, 2011. Thereafter, subject to the notice provisions contained
in Section 6,
Executive’s employment shall continue until terminated by either Party. The
Company is an at-will employer, and, after the initial term, the employment
relationship between the Company and Executive pursuant to this Agreement shall
not be for any specific term, but may be terminated with or without cause, by
the Company or by Executive, at any time and for any reason, subject to the
rights and obligations of the Parties as set forth in this Agreement. Any
modification to the nature of the at-will employment relationship between the
Company and Executive after the initial term must be made in writing, and must
be signed by Executive and an authorized representative of the Board of
Directors of the Company.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    4.         
   Position.

    


    (a)           Title, Position and
Duties. Executive shall be employed by the Company in the position of
Chief Executive Officer and President, and Executive shall have the normal and
reasonable duties, responsibilities and authority commensurate with such
positions as determined by the Board of Directors of the Company. In addition
to, and coterminous with, Executive’s service as Chief Executive Officer of the
Company, Executive shall serve as Chairman of the Board. In the performance of
Executive’s duties, Executive shall be subject to the direction of the Board,
and will report directly to the Board.

    


    (b)           Place of Employment.
During the Employment Period, Executive generally shall perform the services
required by this Agreement at a Company office in the New York area and, as
needed by the Company, at the Company’s principal place of business in Vernon,
California, or other such locations as are necessary for the Executive to
perform his duties hereunder. The Company may also require Executive to travel
to other locations on the Company’s business from time to time.

    


    (c)           Best Efforts.
Executive shall devote his best efforts and substantially full working time and
attention to the promotion and advancement of the Company and its objectives.
Executive shall serve the Company faithfully and to the best of Executive’s
ability, and shall perform such services and duties in connection with the
business, affairs and operations of the Company as may be assigned or delegated
to Executive from time to time by the Board.

    


    
      5.            
Compensation and Related
Matters.

    

    


    (a)           Base Salary. During
the Employment Period, conditioned upon Executive’s continued employment by the
Company, and contingent upon Executive’s compliance with all the terms and
provisions of this Agreement, the Company shall pay the Executive a base salary
at the annual rate of Four Hundred Fifty Thousand Dollars ($450,000.00) (the
“Base Salary”).
Executive’s Base Salary shall be paid according to the standard payroll
practices of the Company, including those Company practices related to
withholding for taxes, insurance and similar items. Compensation shall be
reviewed on an annual basis and shall be subject to a minimum increase in a
percentage not less than that of the annual increase in the cost of
living.

    


    (b)           Bonuses. In
consideration of his execution of this Agreement, Executive shall receive a
signing bonus of Fifty Thousand Dollars ($50,000.00). In addition, Executive
shall be eligible to receive annual bonuses during the Employment Period, if and
as determined in the sole and absolute discretion of the Compensation Committee,
subject to Section 9.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Reimbursement for Business
Expenses. The Company will promptly reimburse Executive for all
reasonable expenses incurred by Executive for a legitimate business purpose,
provided that: (i) each such expenditure is of a nature qualifying it as a
proper deduction on the Company’s federal and state income tax returns; and (ii)
Executive timely furnishes to the Company adequate records and other documentary
evidence for each such expenditure (such as a receipt of paid bills) required by
federal and state statutes, regulations, rulings, and procedures for the
substantiation of each such expenditure as an income tax deduction.
Notwithstanding the foregoing, the Company acknowledges that Executive maintains
his principal residence and office in the state of New York, and the Company
agrees to pay or reimburse all past and/or present travel and related expenses
to and from New York, and any related costs (including a “gross-up” for income
taxes if the Internal Revenue Service determines that such reimbursements
constitute taxable income to the Executive), and without regard to tax
deductibility by the Company. The Company further acknowledges that all of
Executive’s air travel may be business or first class.

    


    (d)           Benefit Plan
Eligibility. During the Employment Period, the Executive shall be
entitled to participate in such benefit plans that are made generally available
by the Company to senior management executives of the Company from time to time,
including, but not limited to group medical, dental, life insurance, long-term
disability benefits and the Company’s 401(k) defined contribution plan, in each
case subject to the terms and conditions of the applicable plan documents.
Nothing in this Section 5(d) is
intended or shall be construed to require the Company to institute or to
continue any, or any particular, plan or benefit. If Executive chooses not to
participate in the Company’s existing group medical insurance plan, and provided
that Executive is and remains covered by a separate medical insurance plan, the
Company will reimburse Executive for his and his immediate family’s actual
premiums for such separate medical plan, provided that the reimbursement amount
shall not exceed amounts paid by the Executive for such coverage immediately
prior to the Effective Date.

    


    (e)           Life Insurance. The
Company shall make available, at its costs, a life insurance policy in the
amount of $1 million for the sole and exclusive benefit of Executive (the “Policy”). Executive
shall be entitled to name the beneficiary under the Policy, and the Company
shall, upon demand from Executive at any and all times, execute and deliver any
forms, notices or other documentation requested by Executive in connection with
the Policy. Upon request of Executive, the Company agrees to transfer ownership
of the Policy to Executive.

    


    (f)           Automobile. The
Company shall provide an automobile allowance in the amount of $800 per month.
The Company also agrees to pay all automobile operating expenses, including,
without limitation, maintenance and repair, gas, oil, car washes, insurance and
deductible amounts arising from any claim against such insurance.

    


    (g)           Vacation and
Holidays. During the Employment Period, the Executive shall be entitled
to four weeks of paid vacation each calendar year, and Executive shall be
entitled to all paid Company holidays, subject to the Company’s vacation and
holiday policies, as in effect from time to time; provided, however, that the
Company agrees to cash out and pay Executive for the portion of any vacation
time not used by the end of the calendar year in which it was earned (or at such
later date as may be specified by Executive). In addition, Executive shall be
entitled to ten (10) paid sick or personal business days per year.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (h)           Change In Control
Bonus. If a Change in Control occurs, then the Company shall pay
Executive a minimum of $300,000, in addition to any other amounts that the
Compensation Committee may award in its sole and absolute discretion. “Change in Control”
means the occurrence of any of the following events occurring after the
Effective Date of this Agreement:

    


    (i)           a
Person (as defined below) or two or more Persons acting as a group directly or
indirectly becomes the “beneficial owner” (as such term is defined in
Rule 13d-3 and Rule 13d-5 under the Securities Exchange Act of 1934)
of more than fifty percent (50%) of the total voting power of the total
outstanding voting securities of the Company on a fully diluted
basis;

    


    (ii)           a
Person directly or indirectly acquires all or substantially all of the assets
and business of the Company;

    


    (iii)           the
consummation by the Company (whether directly involving the Company or
indirectly involving the Company through one or more intermediaries) of (x) a
merger, consolidation, reorganization, or business combination or (y) the
acquisition of assets or stock of another entity, in each case, other than a
transaction which results in the Company’s voting securities outstanding
immediately before the transaction continuing to represent (either by remaining
outstanding or by being converted into voting securities of the entity or the
person that, as a result of the transaction, controls, directly or indirectly,
the Company or owns, directly or indirectly, all or substantially all of the
Company’s assets or otherwise succeeds to the business of the Company (the
Company or such person, the “Successor Entity”))
directly or indirectly, at least fifty percent (50%) of the combined voting
power of the Successor Entity’s outstanding voting securities immediately after
the transaction; and

    


    (iv)           For
purposes of this Section 5(h) a
financing transaction approved by the Board and involving the offering and sale
of shares of the Company’s capital stock shall not be a “Change in Control,” and
“Person” means any natural person, corporation, or any other
entity.

    


    (i)           Withholding. The
Company shall withhold from the compensation and benefits payable under this
Agreement any amounts required to be withheld under applicable law.

    


    6.          
  Termination.
Executive’s employment hereunder shall be, or may be, as the case may be,
terminated under the following circumstances:

    


    (a)           Death. Executive’s
employment under this Agreement shall terminate immediately upon his
death.

    


    (b)           Incapacity.
Executive’s employment under this Agreement shall terminate upon Executive’s
physical or mental incapacity to perform the essential functions of his position
under this Agreement for more than ninety (90) consecutive days during any
twelve (12) month period. Any question or disagreement between the Parties as to
the existence of a physical or mental condition which would give rise to such an
incapacity will be resolved by the results of an examination by a qualified
physician, to be mutually agreed upon by the Parties. If the Parties fail to
agree on the selection of a physician, each shall select a physician who will
then together select an independent physician to conduct the examination and
render a decision as to whether Executive is incapacitated as defined in this
Agreement. The Parties agree to be bound by the decision of the independent
physician. Any examining physician shall be furnished with information
concerning the essential functions of Executive’s position prior to conducting
such an examination. Notwithstanding anything expressed or implied above to the
contrary, the Company will fully comply with its obligations under the Americans
with Disabilities Act, and with any other applicable federal, state or local
law, regulation or ordinance, governing the protection of individuals with
disabilities.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Discharge by the
Company. After expiration of the initial term, Executive’s at-will
employment hereunder may be terminated by the Company at any time with or
without “Cause” (as defined in Section 8(b)(iii)),
upon written Notice of Termination to Executive. For purposes of this Agreement,
a “Notice of
Termination” means a written notice which indicates the specific
termination provision in this Agreement relied upon as a basis for termination
of the Executive’s employment.

    


    (d)           Voluntary Resignation by
Executive. After expiration of the initial term, Executive may
voluntarily resign Executive’s position and terminate Executive’s at-will
employment hereunder at any time by delivery of a written notice of resignation
to the Company (the “Notice of
Resignation”). The Notice of Resignation shall set forth the date such
resignation shall become effective (the “Date of
Resignation”), which date shall be not less than sixty (60) days after
the date the Notice of Resignation is delivered to the Company. Notwithstanding
the foregoing notice requirement, the Company may, in its sole discretion, elect
to accept Executive’s resignation effective immediately upon delivery, or
effective on such other date during the sixty (60) day notice period, in which
case, such date shall be the Date of Resignation.

    


    (e)           Date of Termination.
“Date of
Termination” means: (i) if Executive’s employment is terminated by his
death, the date of his death; (ii) if Executive’s employment is terminated by
reason of his incapacity, the date of the opinion of the physician referred to
in Section 6(b);
(iii) if Executive’s employment is terminated by the Company for Cause or
without Cause pursuant to Section 6(c),
the date specified in the Notice of Termination; or (iv) if Executive
voluntarily resigns pursuant to Section 6(d),
the Date of Resignation as determined by reference to Section 6(d).

    


    7.         
   Obligations upon
Termination.

    


    (a)           Return of Property.
Executive hereby acknowledges and agrees that all property (including, without
limitation, any documents, files and electronic information) and equipment
furnished to or prepared by Executive in the course of or incident to
Executive’s employment belongs to the Company and shall be promptly returned to
the Company on or before the Date of Termination.

    


    (b)           Complete Resignation.
Upon Executive’s separation from employment for any reason under Section 6,
Executive shall resign, effective upon the Date of Termination, from all offices
and directorships then held with the Company or any of its subsidiaries and
affiliates.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Survival of Representations,
Warranties, Covenants and Other Provisions. The representations and
warranties contained in this Agreement and the parties’ obligations under this
Section 7
and Sections 10
through 14, inclusive, shall survive the termination Executive’s
employment and of this Agreement.

    


    8.        
    Compensation upon
Termination. Subject to Section 9,
Executive shall be entitled to the following payments in the event of the
termination of Executive’s employment with the Company:

    


    (a)           Death or Incapacity.
If Executive’s employment is terminated by reason of death or incapacity
pursuant to Section 6(b),
the Company shall pay to Executive (or his estate if by death): (i) any accrued,
unpaid Base Salary payable under Section 5(a) as
in effect on the Date of Termination; (ii) any unreimbursed business expenses
under Section 5(d)
outstanding as of the Date of Termination; and (iii) any accrued but unused
vacation pay as of the Date of Termination (collectively, the “Accrued
Compensation”).

    


    (b)           Termination by the
Company.

    


    (i)           For Cause. If
Executive’s employment is terminated by the Company pursuant to Section 6(c) for
Cause (as defined in Section 8(b)(iii)),
the Company shall pay to Executive the Accrued Compensation.

    


    (ii)           Without Cause. If
Executive’s employment is terminated by the Company pursuant to Section 6(c)
without Cause, the Company shall pay to the Executive the Accrued Compensation
and a Severance Benefit, as follows. The Severance Benefit shall be a
continuation of Executive’s Base Salary in effect as of the Date of Termination
for the longer of (A) twelve (12) months following the Date of Termination or
(B) the remaining unexpired portion of the initial term, payable as provided in
Section 5(a),
together with the Continued Health Insurance Benefit as set forth in Section 8(d),
commencing on the Date of Termination; provided however,
that no such Severance Benefit shall be paid unless and until Executive executes
and delivers to the Company, and any applicable revocation period required by
law has lapsed and the Executive has not revoked, a general release of claims in
a form acceptable to the Company in its sole and absolute discretion, and the
Executive is not in material breach of any of the provisions of this Agreement.
In addition, the Company shall pay Executive the pro-rata portion of any bonuses
earned through the Date of Termination, paid in accordance with the terms of the
bonus plan pursuant to which any bonus may have been earned; provided, however,
that the Company is not required to calculate or pay any bonus prior to the
regularly scheduled time for making such calculation or payment.

    


    (iii)           Definition of
“Cause.” For the purpose of this Agreement, “Cause” means a
finding by the Board that: (a) Executive breached any of the material terms of
this Agreement or any confidentiality or proprietary information and inventions
agreement with the Company, including without limitation, by Executive’s theft
or other misappropriation of the Company’s proprietary information; (b)
Executive failed to perform assigned duties, or acted with gross negligence,
willful misconduct or fraudulently in the performance of Executive’s duties; or
(c) Executive has been convicted of, or has entered a plea of guilty or nolo
contendere to, a criminal offense that is injurious to the Company or the
business reputation of the Company. The Company will provide Executive with
written notice of any of these events and a ten (10) day opportunity to cure
such matter to the satisfaction of the Company.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (c)           Voluntary
Resignation. If the Executive terminates Executive’s employment with the
Company pursuant to Section 6(d),
the Company shall pay to the Executive the Accrued Compensation.

    


    (d)           Continued Health Insurance
Benefit. As of the Date of Termination, Executive will become ineligible
to participate in the Company’s group health insurance program and continuation
of coverage pursuant to COBRA (if any) will be made available to Executive in
accordance with applicable law. However, if Executive is eligible for the
Severance Benefit specified in Section 8(b)(ii),
and provided Executive elected coverage under the Company’s group health
insurance plan prior to the Date of Termination and makes a timely election for
continued coverage pursuant to COBRA, the Company will pay the monthly premiums
for such continued coverage under the Company’s group health insurance plan for
the number of months specified in Section 8(b)(ii).
Thereafter, if applicable, continuation coverage pursuant to COBRA will be
available to Executive at Executive’s sole expense (i.e., Executive will be
responsible for the full COBRA premium) for the remaining months of the COBRA
coverage period made available pursuant to applicable law.

    


    (e)           Compliance with
Obligations. The continuing obligation of the Company to pay to Executive
any Severance Benefit under Section 8(b)(ii)
or portion thereof is expressly conditioned upon Executive’s continued
compliance with Executive’s obligations and covenants under Sections 10, 11 and
13 following the termination of Executive’s employment with the
Company.

    


    9.       
     Compliance with
Section 409A of the Internal Revenue Code.

    


    (a)           Short-Term Deferral
Exemption. This Agreement is not intended to provide for any deferral of
compensation subject to Section 409A of the Internal Revenue Code (the
“Code”) and,
accordingly, the benefits provided pursuant to this Agreement are intended to be
paid not later than the later of: (i) the fifteenth (15th) day
of the third (3rd)
month following the Executive’s first taxable year in which such benefit is no
longer subject to a substantial risk of forfeiture, and (ii) the fifteenth day
of the third month following the first taxable year of the Company in which such
benefit is no longer subject to a substantial risk of forfeiture, as determined
in accordance with Section 409A of the Code and any Treasury Regulations
and other guidance issued thereunder. The date determined under this Section 9(a) is
referred to as the “Short-Term Deferral
Date.”

    


    (b)           Compliance with
Section 409A of the Code. Notwithstanding anything to the contrary
herein, in the event that any benefits provided pursuant to this Agreement are
not actually or constructively received by the Executive on or before the
Short-Term Deferral Date, to the extent such benefit constitutes a deferral of
compensation subject to Section 409A of the Code, then: (i) subject to
clause (ii), such benefit shall be paid upon Executive’s separation from
service, with respect to the Company and its affiliates within the meaning of
Section 409A of the Code, and (ii) if Executive is a “specified Executive,”
as defined in Section 409A(a)(2)(B)(i) of the Code, with respect to the Company
and its affiliates, such benefit shall be paid upon the date which is six months
after the date of Executive’s “separation from service” (or, if earlier, the
date of Executive’s death). If any benefit provided for in this Agreement is
subject to this Section 9(b),
such benefit shall be paid on the sixtieth (60th) day
following the payment date determined under this subsection.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    10.           Covenant of
Confidentiality. Executive will not at any time during the Employment
Period or at any time following the Employment Period disclose or use for his
own benefit or purposes or the benefit or purposes of any other person, firm,
partnership, joint venture, association, corporation or other organization,
entity or enterprise other than the Company (or any of its subsidiaries or
affiliated companies), any Confidential Information, without the Company’s
written consent, unless and to the extent that the Confidential Information is
or becomes generally known to and available for use by the public other than as
a result of Executive’s fault is independently developed by Executive without
use of or reference to any Confidential Information, as can be demonstrated in
Executive’s written records, is furnished by the Company to a third party
without restrictions similar to the terms hereof on such third party’s right to
use or disclose such information, or is required by law to be disclosed by
Executive. As used herein, the term “Confidential
Information” means any and all information about inventions,
improvements, modifications, discoveries, costs, profits, markets, sales,
products, employees, pricing policies, operational methods, concepts, technical
processes and applications, and other business affairs and methods of the
Company and of its affiliates, collaborators, consultants, suppliers, and
customers, as well as any other similar information not readily available to the
public, including without limitation any information supplied by third parties
to the Company under an obligation of confidence. Confidential Information may
be contained in various media, including without limitation patent applications,
computer programs in object and/or source code, flow charts and other program
documentation, manuals, plans, drawings, designs, technical specifications,
supplier and customer lists, internal financial data, and other documents and
whether or not in written form and whether or not labeled or identified as
confidential or proprietary. Notwithstanding any contrary provision of this
Section 10,
however, the term “Confidential Information” shall not include information
which: (i) is or becomes generally available to the public other than as a
result of the disclosure of such information directly or indirectly by
Executive; or (ii) comes into Executive’s possession through a source other than
the Company; provided, however, that such source is not known to Executive to be
bound by a confidentiality agreement with the Company or is not otherwise known
to Executive to be bound not to disclose such information. Moreover, nothing in
this Agreement shall be construed so as to prohibit Executive’s compliance with
a valid order of a court of competent jurisdiction concerning the disclosure of
Confidential Information, provided that Executive shall give the Company prior
written notice of such disclosure and Executive shall take all reasonable and
lawful actions to obtain confidential treatment for such disclosure and, if
possible, to minimize the extent of such disclosure. Unless, however, such
Confidential Information is made public by such court, all such information
shall remain Confidential Information under this Agreement.

    


    11.           No Competition During
Employment; Non-Solicitation. Executive agrees that during the Employment
Period Executive has a duty of loyalty to the Company and will not directly or
indirectly engage in any other employment, engagement, or other business
activity directly related to the business in which the Company (or any of its
subsidiaries or affiliated companies) is now involved or becomes involved during
the Employment Period. Executive agrees during the Employment Period not to plan
or otherwise take any preliminary steps, either alone or in concert with others,
to set up or engage in any business enterprise that would be in competition with
the Company (or any of its subsidiaries or affiliated companies). However,
Executive may make passive investments in any business, provided that such
investments shall not exceed a two percent (2%) interest if the business is
competitive with the business of the Company (or any of its subsidiaries or
affiliated companies). Without limiting the foregoing, Executive further
covenants that:

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    (a)           During
the Employment Period and for a period of one (1) year following the termination
of Executive’s employment with the Company for any reason, Executive shall not
directly or indirectly, either alone or in concert with others, on Executive’s
own behalf or on behalf of any other person or entity, solicit, or attempt to
persuade or solicit any employee of the Company to terminate his employment with
the Company, or to work for anyone in competition with the Company.

    


    (b)           Executive
further understands and agrees that any solicitation by Executive of the
Company’s customers, prospective customers and/or suppliers which involves the
use or disclosure of the Company’s Confidential Information could be a breach of
Executive’s obligations under this Agreement and a violation of applicable laws
protecting trade secret information and prohibiting unfair competition.
Accordingly, in order to protect the Company’s Confidential Information,
Executive agrees during the Employment Period and for a period of one (1) year
following the termination of Executive’s employment with the Company for any
reason, not to directly or indirectly, either alone or in concert with others,
on Executive’s own behalf or on behalf of any other person or entity, use the
Company’s Confidential Information: (i) in connection with any solicitation, or
any attempt to persuade or solicit, any existing customer or supplier of the
Company to cease to do business, or to reduce the amount of business which any
customer or supplier of the Company has customarily done or contemplates doing,
with the Company; (ii) in connection with any solicitation, or any attempt to
persuade or solicit, any existing customer or supplier of the Company to do or
expand business with a competitor of the Company; or (iii) in connection with
any solicitation, or any attempt to persuade or solicit, any prospective
customer of the Company to decline to do business with the Company or to do or
expand business with a competitor of the Company.

    


    12.           Other Obligations of
Executive and Employer.

    


    (a)           Executive
agrees to conduct himself at all times with due regard to public conventions and
morals.

    


    (b)           Executive
and Employer mutually agree not to do or commit any act that will reasonably
tend to degrade the other party or to bring the other party into public hatred,
contempt, or ridicule, or that will reasonably tend to shock or offend the
community, or to prejudice the other party.

    


    (c)           Executive
covenants that, in performing his duties for Employer, Executive will abide by
all applicable federal, state, and local statutes, ordinances, rules, and
regulations.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    13.           Assignment of
Rights.

    


    (a)           Copyrights. Executive
agrees that all works of authorship fixed in any tangible medium of expression
by him during the term of this Agreement relating to the Company’s business
(“Works”),
either solely or jointly with others, shall be and remain exclusively the
property of the Company. Each such Work created by Executive is a “work made for
hire” under the copyright law and the Company may file applications to register
copyright in such Works as author and copyright owner thereof. If, for any
reason, a Work created by Executive is excluded from the definition of a “work
made for hire” under the copyright law, then Executive does hereby assign, sell,
and convey to the Company the entire rights, title, and interests in and to such
Work, including the copyright therein, to the Company. Executive will execute
any documents that the Company deems necessary in connection with the assignment
of such Work and copyright therein. Executive will take whatever steps and do
whatever acts the Company requests, including, but not limited to, placement of
the Company’s proper copyright notice on Works created by Executive to secure or
aid in securing copyright protection in such Works and will assist the Company
or its nominees in filing applications to register claims of copyright in such
Works. The Company shall have free and unlimited access at all times to all
Works and all copies thereof and shall have the right to claim and take
possession on demand of such Works and copies.

    


    (b)           Inventions. Executive
agrees that all discoveries, concepts, and ideas, whether patentable or not,
including, but not limited to, apparatus, processes, methods, compositions of
matter, techniques, and formulae, as well as improvements thereof or know-how
related thereto, relating to any present or prospective product, process, or
service of the Company (“Inventions”) that
Executive conceives or makes during the term of this Agreement relating to the
Company’s business, shall become and remain the exclusive property of the
Company, whether patentable or not, provided, however;
that the provisions of this Agreement requiring assignment of Inventions to the
Company do not apply to any Invention which qualifies fully under the provisions
of California Labor Code Section 2870, including any idea or invention
which is developed entirely on Executive’s own time without using the Company’s
equipment, supplies, facilities or trade secret information, and which is not
related to the Company’s business, whether actual or demonstrably anticipated,
and which does not result from work performed for the Company. Subject to the
foregoing, Executive will, without royalty or any other
consideration:

    


    (i)           Inform
the Company promptly and fully of such Inventions by written reports, setting
forth in detail the procedures employed and the results achieved;

    


    (ii)           Assign
to the Company all of his rights, title, and interests in and to such
Inventions, any applications for United States and foreign Letters Patent, any
United States and foreign Letters Patent, and any renewals thereof granted upon
such Inventions;

    


    (iii)           Assist
the Company or its nominees, at the expense of the Company, to obtain such
United States and foreign Letters Patent for such Inventions as the Company may
elect; and

    


    (iv)           Execute,
acknowledge, and deliver to the Company at the Company’s expense such written
documents and instruments, and do such other acts, such as giving testimony in
support of his inventorship, as may be necessary in the opinion of the Company,
to obtain and maintain United States and foreign Letters Patent upon such
Inventions and to vest the entire rights and title thereto in the Company and to
confirm the complete ownership by the Company of such Inventions, patent
applications, and patents.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    14.           Injunctive Relief and
Enforcement. Executive acknowledges and agrees that the Company’s
remedies at law for a breach or threatened breach of any of the provisions of
Sections 10 ,11,
or 13 would be inadequate and, in recognition of this fact, Executive
agrees that, in the event of such a breach or threatened breach, in addition to
any remedies at law, the Company, without posting any bond, shall be entitled to
obtain equitable relief in the form of specific performance, temporary
restraining orders, temporary or permanent injunctions or any other equitable
remedy which may then be available, and to exercise such remedies cumulatively
or in conjunction with all other rights and remedies provided by law and not
otherwise limited by this Agreement.

    


    15.           Notice. For the
purposes of this Agreement, notices, demands and all other communications
provided for in this Agreement shall be in writing and shall be deemed to have
been duly given when personally delivered, when transmitted by telecopy with
receipt confirmed, or one day after delivery to an overnight air courier
guaranteeing next day delivery, addressed as follows:

    


    If to the
Executive:                        James
Rudis

    At the
address, telephone and telecopy numbers in the Company's records. 

    


    If to the
Company:                       Overhill
Farms, Inc.

    2727 East
Vernon Avenue

    Vernon,
California 90058

    Attention:
Chief Financial Officer

    Attention:
Board of Directors

    Telephone:
(323) 582-9977 x3216

    Telecopy:
(323) 582-6418

    


    or to
such other address as any such party may furnish to the others from time to time
in writing in accordance herewith, except that notices of change of address
shall be effective only upon receipt.

    


    16.           Interpretation of
Agreement. The language of all parts of this Agreement shall in all cases
be construed as a whole, according to its fair meaning. This Agreement has been
negotiated by the Parties and is to be interpreted as if the Parties had
prepared it together and not strictly for or against any Party. References in
this Agreement to “Section” refer to numbered sections, paragraphs and
subparagraphs of this Agreement, unless the context expressly indicates
otherwise. References to “provisions” of this Agreement refer to the terms,
conditions, restrictions and promises contained in this Agreement. References in
this Agreement to applicable laws and regulations refer to such laws and
regulations as in effect on the Effective Date of this Agreement, and to the
corresponding provisions, if any, of any successor law or regulation. Forms of
the verb “including” mean “including without limitation” unless the context
expressly indicates otherwise. “Or” is inclusive and includes “and” unless the
context expressly indicates otherwise.


    
      
         


      

      
         


        
          

        

      

      
         


      

    


    17.           Severability. The
invalidity or unenforceability of any provision or provisions of this Agreement
shall not affect the validity or enforceability of any other provision of this
Agreement, which shall remain in full force and effect; provided, however, that
if any one or more of the terms contained in Section 10, 11 or
13 shall for any reason be held to be excessively broad with regard to
time, duration, geographic scope or activity, that term shall not be deleted but
shall be reformed and constructed in a manner to extend over the maximum period
of time for which it may be enforceable and to the maximum extent in all other
respects as to which it may be enforceable, and enforced as so
interpreted.

    


    18.           Expenses. If any
action at law or equity is necessary to enforce or interpret the terms of this
Agreement, the prevailing party shall be entitled to reimbursement of reasonable
attorney’s fees and other costs incurred by such party in connection with such
action, in addition to any other relief to which such party is
entitled.

    


    19.           Assignment. Executive
acknowledges that Executive’s abilities and capabilities are unique and distinct
and that the Company is relying upon him to personally provide the services
contemplated by this Agreement. Executive’s rights, duties and obligations under
this Agreement shall not be assignable by Executive in any manner whatsoever
without the prior written consent of the Company’s Board of Directors. This
Agreement will inure to the benefit and be binding upon the Company and its
successors and assigns.

    


    20.           Counterparts. This
Agreement may be executed in several counterparts, each of which shall be deemed
to be an original but all of which together will constitute one and the same
instrument.

    


    21.           Headings and
Captions. The headings and captions herein are provided for reference and
convenience only, shall not be construed as part of this Agreement, and shall
not be employed in the construction of this Agreement.

    


    22.           Gender and Number.
Except where otherwise clearly indicated by context, the masculine and the
neuter shall include the feminine and the neuter, and the singular shall include
the plural, and vice-versa.

    


    23.           Choice of Law. This
Agreement shall be governed by and construed under and according to the internal
substantive laws, and not the laws of conflicts, of the State of California,
except with respect to matters of law concerning the internal corporate affairs
of any corporate entity which is a party to or the subject of this Agreement,
and as to those matters the law of the jurisdiction under which the respective
entity derives its powers shall govern. The Company and Executive irrevocably
submit to the exclusive jurisdiction of any State or Federal court sitting in
Los Angeles County, California, over any suit, action, or proceeding arising out
of or related to this Agreement.

    



    
      
         


      

      
         


        
          

        

      

      
         


      

    


    24.           Entire Agreement.
This Agreement contains the entire agreement and understanding between the
Company and Executive with respect to the employment of Executive by the Company
as contemplated hereby and no representations promises agreements or
understandings written or oral, not herein contained shall be of any force or
effect. This Agreement supercedes and replaces the Employment Agreement dated
January 10, 2008. This Agreement shall not be modified or amended unless in
writing and signed by both Executive and an authorized representative of the
Company or the Board.

    


    25.           Executive’s
Acknowledgement. Executive acknowledges, represents and agrees
that:

    


    (a)           Executive
has read and understands the terms of this Agreement and Executive’s obligations
hereunder, and Executive agrees to abide by the terms of this
Agreement.

    


    (b)           Executive
has had the opportunity to be represented by legal counsel of his choosing in
preparing, negotiating, executing and delivering this Agreement.

    


    (c)           In
connection with this Agreement and Executive’s employment under this Agreement,
other than as expressly stated in this Agreement, the Company makes and has made
no promises or representations concerning future promotions, compensation, or
other terms and conditions of employment, and by accepting employment under this
Agreement, Executive has not relied upon or been induced to accept employment
with the Company on the basis of any such promises or
representations.

    


    (d)           The
execution of this Agreement by Executive and his employment by the Company and
the performance of his duties herewith will not violate or breach any agreement
with a former employer, client or any other person or entity. Executive has not
entered into, and Executive agrees that he will not enter into, any agreement,
either written or oral, which is in conflict with this Agreement.

    


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

     

    
      	 
      	
              “Company”

            
	 
      	
              Overhill
      Farms, Inc.

            
	 
      	 
      	 
      
	 
      	
              By:

            	
              /s/ Tracy E. Quinn

            
	 
      	 
      	
              Tracy
      Quinn, Chief Financial Officer

            
	 
      	 
      
	 
      	
              “Executive”

            
	 
      	 
      	 
      
	 
      	
              /s/ James Rudis

            
	 
      	
              James
      Rudis