kl08010_ex10-1.htm


    
      

    

     

    Exhibit 10.01

     

     

    

     

     

    
      Ascendia
Brands, Inc. 

      100
American Metro Boulevard 

      Suite 108


      Hamilton,
NJ 08619 

      T: (609)
219-0930 

      F: (609)
890-8458 

    

    
 

            August 3,
2008

    


    


    Steven R.
Scheyer

    President
and Chief Executive Officer

    Ascendia
Brands, Inc.

    100
American Metro Boulevard

    Suite
108

    Hamilton,
New Jersey 08619

    


    
      	
               
      

            	
              Re:

            	
              Resignation
      and Separation Agreement

            


    

     

    Dear
Steven,

     

    This
letter is to memorialize the agreement between you and Ascendia Brands, Inc.
(the “Company”)
regarding your resignation and separation from employment with the Company (the
“Letter
Agreement”).

     

    We
recognize and agree that your employment is pursuant to the Employment Agreement
entered into between you and the Company on or about February 9, 2007, as
amended by the Amendment No. 1 to Employment Agreement dated on or about May 16,
2008 (the “Employment
Agreement”).

     

    You have
informed the Company of your intent to resign as Director, Chief Executive
Officer and President, and employee of the Company and its subsidiaries,
provided that both you and the Company comply with the terms of this Letter
Agreement.  The Company, for itself and its subsidiaries, accepts your
resignation and agrees to waive the twenty-day notice requirement of Section
5(e) of the Employment Agreement, provided that both you and the Company comply
with the terms of this Letter Agreement.

     

    1.   Effective Date and
Resignation Date

     

    This
Letter Agreement shall be effective as of the date that the United States
Bankruptcy Court enters an order (the “Assumption Order”)
allowing the Company to assume this Letter Agreement pursuant to 11 U.S.C. § 365
(the “Effective
Date”).  If the Court does not enter an Assumption Order, this
Letter Agreement shall be null and void and the Employment Agreement shall
remain in effect except in the event the Employment Agreement is rejected by the
Company.  You have agreed that upon entry of the Assumption Order, you
will waive all objections to the Company’s rejection of the Employment Agreement
pursuant to 11 U.S.C. § 365.  On the Effective Date, the date of your
resignation shall be retroactive to the date the Company files (or has filed) a
petition for relief with any United States Bankruptcy Court (the “Resignation
Date”).

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

     

    Steven R. Scheyer

    August 3, 2008

    Page 2

     

     

     

    2.  The Company’s
Obligations

     

    We have
agreed to:

     

    
      	
              i.  

            	
              enable
      you to participate in comparable health insurance coverage for you and
      your family to your pre-resignation coverage through and to the extent
      required by the Continued Health Coverage for Family (“COBRA”) program
      until the earlier of (a) the date that the Company ceases to provide
      health insurance for employees or (b) the date the COBRA coverage expires
      pursuant to its terms and the law;

            


    

     

    
      	
              ii.  

            	
              reimburse
      you for all company-related expenses you have incurred up to the
      Resignation Date;

            


    

     

    
      	
              iii.  

            	
              allow
      you to keep the IBM ThinkPad laptop computer in your possession which was
      previously provided to you by the Company, provided that you shall deliver
      such computer to the Company so  that all proprietary files and
      licensed software may be removed;

            


    

     

    
      	
              iv.  

            	
              allow
      you to keep the Blackberry in your possession which was previously
      provided to you by the Company, although usage of same will be at your
      expense following the Resignation Date; and provided further that the
      Company shall be entitled to remove all content from the
      Blackberry;

            


    

     

    
      	
              v.  

            	
              comply
      with and be bound by the Mutual Non-Disparagement Agreement, as defined
      below; and

            


    

     

    
      	
              vi.  

            	
              continue
      to provide Directors and Officers liability insurance coverage for you
      at  not less than the coverage levels provided to the other
      Directors and Officers of the Company, with such coverage continuing until
      July 28, 2014.

            


    

     

    3.  Your
Obligations

     

    Upon the
Effective Date, you shall waive all rights you have under the Employment
Agreement, except those rights explicitly retained pursuant to this Letter
Agreement, and you and the Company shall comply with and be bound by the Mutual
Non-Disparagement Agreement, as defined below.  In additions, the
provisions of Sections 6(a) and 6(b) of the Employment Agreement shall survive
and remain in full force and effect.

     

    4.  Mutual Non-Disparagement
Agreement

     

    The
Company, its officers and directors will not make, and the Company shall use
reasonable efforts to cause its agents, advisors, including Carl Marks Advisory
Group LLC (“CMAG”), and attorneys to refrain from making, any disparaging
statements about you, your employment with the Company, your resignation, the
termination of your employment, or any other dealings of any kind between you
and the Company, to any third party, specifically

     

     

    
      
        
        

      

      
        
        

        
          

        

      

      
        
        

      

    

     

    
      Steven R. Scheyer

      August 3, 2008

      Page 3

    

     

     

     

    including,
without limitation, any past, present or prospective employee of the Company,
any customer or prospective customer of the Company, any prospective employer of
you, or any representative of any media.  You agree that you will not
make any disparaging statements about the Company, its agents, officers,
directors, advisors, including CMAG, and attorneys to any third party,
specifically including, without limitation, any past, present or prospective
employee of the Company, any customer or prospective customer of the Company,
any supplier or vendor or prospective supplier or vendor of the Company, any
prospective purchaser of the Company or any of its assets, or any representative
of any media.  This paragraph shall not apply to truthful
communications between you and your spouse, immediate family and attorneys and
advisors on the one hand and between the Company and its attorneys and advisors
on the other hand, any truthful disclosure or statement relating to any
proceeding to enforce the terms of this Letter Agreement, or as expressly
authorized by law or lawful process or proceeding.  The terms of this
paragraph shall be referred to as the “Mutual Non-Disparagement
Agreement.”

     

    5.  Mutual Approval of Press
Release

     

    If the
Company issues a press release which mentions your resignation, this Letter
Agreement, your separation from the Company, or any other issue related to your
employment by the Company or the termination thereof, the Company shall provide
you with a draft of such language and you shall have the right to review and
provide comments on the language in any such press release.   To
the extent such comments are timely, reasonable, accurate and consistent with
any disclosure obligations the Company may have, the Company agrees to
incorporate such comments.

     

    Please
confirm your agreement to the foregoing by signing a copy of this letter and
returning the same to me.

     

                Sincerely,

     

                Ascendia Brands,
Inc.

     

                By: /s/ Andrew W.
Sheldrick              


                 Andrew W.
Sheldrick

                 Vice President &
General Counsel

    


    


    


    


    Confirmed
and agreed to as of the 4th day of August, 2008

     

    /s/
Steven R. Scheyer         


    Steven R.
Scheyer