EXHIBIT 10.11


 


James M. Williams


2350 Partridge Lane


Lancaster, PA. 17601


 


 


Dear  Jim:


 


It is a pleasure to offer you an opportunity for employment
with Monterey Pasta Company (‘the Company”). 
It is important that you have an understanding of the basic terms and
conditions of your employment relationship with the Company.  We are pleased to offer you the following:


 


	
  Title:

  	
  President

  
	
   

  	
   

  
	
  Status:

  	
  Effective October 1, 2002

  
	
   

  	
   

  
	
  Salary Rate:

  	
  $290,000.00 annual salary, or $11,154 bi-weekly

  
	
   

  	
   

  
	
   

  	
  The quote of
  an annual salary does not imply a contract, as Monterey Pasta Company is an
  “at will” employee

  
	
   

  	
   

  
	
  Bonus Plan

  	
  You will be
  eligible for up to a maximum 50% bonus paid annually (calendar year.) Based
  on mutually agreed upon performance standards you may receive up to a maximum
  of 50% of gross wages. Also based on the achievement of mutually agreed upon
  performance standards, up to one-fourth (25%) of the annual bonus will be
  paid for the remainder of the year 2002. (October 2, 2002 – December 29, 2002
  period.)

  
	
   

  	
   

  
	
  Benefits:

  	
  The Company will be starting your employment with paid vacation starting
  with four (4) weeks per year *, maximum four (4) paid sick days and one (1)
  paid personal day. *(Will start with two (2) weeks and accrue from there.)

  
	
   

  	
   

  
	
   

  	
  The Company will be providing you with options to purchase 200,000 shares
  of stock. 50,000 shares will vest at the end of each full year of employment.
  The first grant date (pricing) will be at the employment date (October 1,
  2002.) The future grant dates (pricing) will occur at the employment
  anniversary date (October 1) for each ensuing year of employment for a period
  of three (3) years.

  
	
   

  	
   

  
	
   

  	
  After 60 days of employment (January 1, 2003) you will be eligible to
  receive group medical benefits, dental, life insurance, as may be offered by
  the Company. The Human Resources Department will provide you with the
  necessary forms and information regarding enrollment requirements. The
  Company will pay the COBRA fees for the first sixty (60) days if necessary.

  
	
   

  	
   

  
	
   

  	
  After three (3) months of employment you will be eligible to participate
  in the Company 401k plan. After one (1) year of service, you will be eligible
  to participate in the Employee Stock Purchase Program.

  



 





















 


	
   

  	
  The benefit and bonus packages are subject to change, amendment, or
  elimination at any time at the discretion of the Company.

  
	
   

  	
   

  
	
   

  	
  The Company will provide a car allowance of $750.00 per month.

  
	
   

  	
   

  
	
   

  	
  The Company will also provide the following:

  
	
   

  	
   

  
	
   

  	
  1.

  	
  $20,000 per year for each of the first three (3) years as a housing-assistance
  bonus. (Pay-as-you-go)

  
	
   

  	
   

  
	
   

  	
  2.

  	
  Relocation assistance:

  
	
   

  	
   

  
	
   

  	
   

  	
  a)  Physical move of household
  goods and automobiles.

  
	
   

  	
   

  
	
   

  	
   

  	
  b)  Closing costs and real estate
  fees on the sale of existing home.

  
	
   

  	
   

  
	
   

  	
   

  	
  c)  Loan fees not to exceed one (1)
  point on the purchase of the new home.

  
	
   

  	
   

  
	
   

  	
   

  	
  d)  Temporary housing (corporate
  type, short-term) expected not to exceed three (3) months.

  
	
   

  	
   

  
	
   

  	
   

  	
  e)  Two (2) house-hunting trips.

  
	
   

  	
   

  
	
   

  	
   

  	
  f)  $10,000 to cover miscellaneous
  incidental costs.

  
	
   

  	
   

  
	
   

  	
   

  	
  g)  Gross up to alleviate impact of
  taxes.

  
	
   

  	
   

  
	
   

  	
  3. In the event of termination without cause, you will be entitled to
  twelve (12) months severance pay (base salary.) (Definition of cause of
  termination to be defined in separate letter.)

  



 


This employment offer is
contingent upon (1) your acceptance of the terms of the offer set forth herein
by signing the attached Acknowledgement, (2) successful verification of your
employment eligibility consistent with the requirements of the U.S. Department
of Justice immigration and Naturalization Service, and (3) the company’s sole
satisfaction with the results of any discretionary background and due diligence
check on you, (4) your completing and successfully passing a pre-employment
drug screen.


 


If you agree with the above
terms, please indicate your acceptance by
signing the Acknowledgement Form, and returning the original(s) to
Human Resources.  Please understand that
this is not a binding offer until all contingencies are resolved.


 


We are looking forward to
having you become an integral part of our company and believe you will find
joining our team a rewarding opportunity to make a difference for yourself, our
customers, and our Monterey Pasta family.


 


Sincerely,


 


	
  /s/ R. Lance
  Hewitt

  	
   

  
	
  R. Lance
  Hewitt

  
	
  President/CEO