**Exhibit 10.58**

**EMPLOYMENT AGREEMENT**

AGREEMENT, dated as of the 23rdday of October, 2009, by and among Michael Foods, Inc., a Delaware corporation having its principal executive offices in Minnetonka, Minnesota (the “Company”), James E. Dwyer, Jr. (the “Executive”), and for the purposes ofSection 2(c) hereof, Michael Foods Investors, LLC, a Delaware limited liability company and ultimate controlling entity of the Company (“Holdings”). 

WHEREAS, the Company desires to employ the Executive as a member of the Company’s senior management in the best interests of the Company and its shareholders; and 

WHEREAS, the Executive is willing to serve the Company on the terms and conditions set forth below. 

NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS: 

1. Employment Period. Subject to the terms and conditions of this Agreement, including Section 3, the Company hereby agrees to employ the Executive, and the Executive hereby agrees to serve in theemploy of the Company, for the period commencing on October 26, 2009 (the “Effective Date”) and ending on the second anniversary of such Effective Date (the “Initial Employment Period”), provided, however, that commencing onthe second anniversary of the Effective Date and each subsequent anniversary thereafter, the Employment Period shall automatically be extended for one additional year. Each such additional year during which this Agreement shall be extended isreferred to herein as a “Renewal Year”. The Initial Employment Period and all Renewal Years, collectively, are referred to hereinafter as the “Employment Period” 

2. Terms of Employment. 

a. Position and Duties. 

i. During the Employment Period, the Executive shall serve as President andChief Executive Officer of the Company with the appropriate authority, duties and responsibilities attendant to such positions. Executive will be elected to the Board of Directors of the Company and each of its subsidiaries 

ii. During the Employment Period, and excluding any periods of vacation and sick leave to which the Executive is entitled,the Executive agrees to devote substantially all of his business attention and time during normal business hours to the business and affairs of the Company and, to the extent necessary to discharge the responsibilities assigned to the Executivehereunder, to use the Executive’s reasonable best efforts to perform faithfully and efficiently such responsibilities; provided, however, that nothing herein shall prohibit Executive from devoting reasonable periods of time to personal,non-competitive business activities and to charitable and professional activities, in Executive’s own discretion and during such hours as he is not obligated to perform any services for the Company. 

b. Compensation. 

i. Annual Base Salary. Effective immediately, and during the Employment Period, the Executive shall receive an annual basesalary (“Annual Base Salary”) of at least $750,000, the competitiveness of which shall be periodically reviewed and adjusted in accordance with Company policy. Any increase in Annual Base Salary shall not serve to limit or reduce any otherobligation to the Executive under this Agreement. Annual Base Salary shall not be reduced after any such increase and the term Annual Base Salary as utilized in this Agreement shall refer to Annual Base Salary as so increased. 

ii. Annual Bonus. For each calendar year, or portion thereof, during the Employment Period commencing with calendar year2010, the Executive shall participate in such bonus arrangements as may be approved by the Compensation Committee of the Board (the “Compensation Committee”) (the aggregate of all payments made under such bonus arrangements being hereinreferred to as the “Annual Bonus”). Executive’s aggregate bonus opportunity will be no less than 100% of Annual Base Salary and the “Target Bonus” will be no less than 75% of Annual Base Salary or greater as determined bythe Compensation Committee. For 2009 the Executive will be entitled to a guaranteed Annual Bonus of no less than (A) 100% of his Annual Base Salary (i.e., $750,000), multipliedby (B) a fraction, the numerator of which is theportion of Executive’s actual Base Salary paid by the Company to the Executive in 2009 and the denominator of which is $750,000. Each Annual Bonus shall be paid within two and one-half months after the end of the fiscal year of the Company towhich it relates. If a Change in Control occurs, the Executive shall be paid upon consummation of the Change in Control at least the Target Bonus for the year in which such Change in Control occurs. 

iii. Other Employee Benefit Plans. During the Employment Period, except as otherwise expressly provided herein, the Executiveshall be entitled to participate in all health and welfare employee benefit plans, practices, policies and programs and fringe benefits of the Company (it being understood that such plans do not include any equity incentive plans) on a basis no lessfavorable than that provided to any other executive of the Company. 

iv. Relocation, Commuting and LivingExpenses. The Executive will have a full-time rented living accommodation within reasonable commuting distance of the principal executive office of the Company on or before November 30, 2009. The Executive will pay all costs of any temporaryhousing, house hunting trips and commuting. At the time of the Executive’s permanent relocation to Minnesota, the Company shall reimburse Executive all reasonable closing costs associated with the sale of his existing home (including attorneyfees) and the purchase of a new home in the Minneapolis area (including attorney fees, title search and title insurance fees, loan origination costs and fees, and so forth). The Company further agrees to pay for the relocation of household goods toExecutive’s new residence in Minnesota. The Executive shall provide the

 

2 

Company with documentation substantiating all costs to be reimbursed under this Section 2(b)(iv) within 60 days of the incurrence of such costs. The Company shall reimburse the Executivewithin 30 days of receiving such substantiation. 

v. Vacation. Executive shall be entitled to four(4) weeks of paid vacation time each year or such greater time as may be authorized by the Board of Directors. 

c. Equity. Concurrently with the Effective Date and conditioned upon execution by the Executive of that certain Senior Management Class G Unit Subscription Agreement (the “Subscription Agreement”), Holdings shall issue to theExecutive 2,000 Class G units of Holdings for an aggregate purchase price of $200,000, subject to the terms, rights and obligations set forth in the Subscription Agreement and Holdings’ limited liability company agreement previously deliveredto the Executive (the “Units”). 

d. Transaction Bonus. If, prior to the second anniversary of theEffective Date, the Company enters into a definitive agreement with respect to a Change in Control or a Change in Control is consummated, then the Executive shall be entitled to be paid upon consummation of such Change in Control an additionalbonus, in addition to any other bonuses then payable to Executive, as follows: (i) a bonus of $1,000,000 if the Enterprise Value is $1,469,999,999 or less; (ii) a bonus of $1,600,000 if the Enterprise Value is $1,470,000,000 or more butless than $1,485,000,000; or (iii) a bonus of $1,750,000 if the Enterprise Value is $1,485,000,000 or more. For purposes of this Section 2(d), “Enterprise Value” shall mean the sum of (A) the aggregate proceeds that arepayable to the Unitholders of Holdings in such Change of Control, plus (B) the aggregate proceeds payable to all optionholders of M-Foods Holdings, Inc. or its Subsidiaries net of cash received for the exercise price of the options,plus (C) the aggregate proceeds payable pursuant to deferred compensation arrangements of M-Food Holdings, Inc. or its Subsidiaries, plus (D) all indebtedness for borrowed money of Holdings and its Subsidiaries less cash andcash equivalents of Holdings and its Subsidiaries plus (E) all selling expenses related to the Change in Control. 

e. Signing Bonus. Upon the Effective Date, the Executive shall be entitled to a signing bonus of $250,000, which bonus will be paid promptly following the date hereof. 

 

3 

3. Termination of Employment. 

a. Death or Disability. The Executive’s employment shall terminate automatically upon the Executive’s death duringthe Employment Period. If the Company determines in good faith that the Disability of the Executive has occurred during the Employment Period (pursuant to the definition of Disability set forth below), it may give to the Executive written notice inaccordance with Section 9(b) of this Agreement of its intention to terminate the Executive’s employment. In such event, the Executive’s employment with the Company shall terminate effective on the 30th day after receipt of such noticeby the Executive (the “Disability Effective Date”), provided that, within the 30 days after such receipt, the Executive shall not have returned to full-time performance of the Executive’s duties. In the event the Executive has beenunable to perform his job responsibilities as a result of chronic illness, physical, mental or any other disability for 240 or more days in any consecutive 12 month period or 270 or more days in any consecutive 24 month period, then the Companyshall be able to terminate the Executive’s employment without providing the written notice referred to above (and the “Disability Effective Date” shall be the date of such termination). For purposes of this Agreement,“Disability” shall mean a good faith determination by the Company in its sole discretion that Executive is unable to perform his job responsibilities as a result of chronic illness, physical, mental or any other disability for a period ofsix consecutive months or more. During any period of the Executive’s absence from employment and prior to a determination by the Company that the Executive is disabled, as provided herein, the Company shall continue to pay to the Executive hisBase Salary, as then in effect. 

b. With or Without Cause. The Company may terminate the Executive’semployment during the Employment Period with or without Cause. For purposes of this Agreement, “Cause” shall mean: 

i. the continued failure of the Executive to perform substantially the Executive’s duties with the Company or one of its affiliates (other than any such failure resulting from incapacity due tophysical or mental illness), after a written demand for substantial performance is delivered to the Executive by the Board which specifically identifies the manner in which the Board believes that the Executive has not substantially performed theExecutive’s duties, or 

ii. the willful engaging by the Executive in illegal conduct or gross misconductwhich is materially and demonstrably injurious to the Company, or 

iii. conviction of a felony or the entry ofa guilty or nolo contendere plea by the Executive with respect to any felony charge. 

For purposes of this provision, no act orfailure to act, on the part of the Executive, shall be considered “willful” unless it is done, or omitted to be done, by the Executive in bad faith or without reasonable belief that the Executive’s action or omission was in the bestinterests of the Company. Any act, or failure to act, based upon authority given pursuant to a resolution duly adopted by the

 

4 

Board or upon the instructions of the Chief Executive Officer (while the Executive does not serve as such) or based upon the advice of counsel for the Company shall be conclusively presumed to bedone, or omitted to be done, by the Executive in good faith and in the best interests of the Company. The cessation of employment of the Executive shall not be deemed to be for Cause unless and until there shall have been delivered to the Executivea copy of a resolution duly adopted by the affirmative vote of not less than 75% of the entire membership of the Board (excluding the Executive) at a meeting of the Board called and held for such purpose (after reasonable notice is provided to theExecutive and the Executive is given an opportunity, together with counsel, to be heard before the Board) finding that, in the good faith opinion of the Board, the Executive is guilty of the conduct described in subparagraph (i), (ii) or(iii) above, and specifying the particulars thereof in detail. 

c. Good Reason. The Executive’semployment may be terminated by the Executive for Good Reason. For purposes of this Agreement, “Good Reason” shall mean, in the absence of a written consent of the Executive: 

i. the assignment to the Executive of any duties inconsistent with the Executive’s title and position (including status,offices and reporting requirements), authority, duties or responsibilities as contemplated by Section 2(a)(i) of this Agreement, or any other action by the Company which results in a diminution in such position, authority, duties orresponsibilities, excluding for this purpose an isolated, insubstantial and inadvertent action not taken in bad faith and which is remedied by the Company promptly after receipt of notice thereof given by the Executive; provided that it isspecifically understood that within six months of a Change in Control, the Company shall have the flexibility to appoint the Executive to a reporting relationship different from that which existed prior to the Change in Control, to make animmaterial change in Executive’s duties or to change the Executive’s title; providedthat, Executive shall not have a stature less than that of a Divisional President (it being understood that equivalent positions may havedifferent titles) and Executive shall report directly to the Chief Executive Officer (or equivalent position) of the acquiror’s parent company; 

ii. any failure by the Company to comply with any of the provisions of Section 2(b) of this Agreement, or, following a Change in Control, the failure by the Company to review and provide increases inAnnual Base Salary in a manner that is consistent with the acquiror’s review and compensation policy for other senior executives, in each case other than an isolated and inadvertent failure not occurring in bad faith and which is remedied bythe Company promptly after receipt of notice thereof given by the Executive; 

iii. the failure of the Companyupon a Change in Control to (A) continue in effect any employee benefit plan, compensation plan, welfare benefit plan or material fringe benefit plan in which Executive is participating immediately prior to such Change in Control or the takingof any action by the Company which would adversely affect Executive’s participation in or reduce

 

5 

Executive’s benefits under any such plan, unless Executive is permitted to participate in other plans providing Executive with substantially comparable benefits, or (B) provideExecutive with paid vacation in accordance with the most favorable past practice of the Company as in effect for Executive immediately prior to such Change in Control; 

iv. any purported termination by the Company of the Executive’s employment otherwise than as expressly permitted by thisAgreement for Cause, death or Disability; 

v. any failure by the Company to comply with and satisfySection 8(c) of this Agreement; or 

vi. any requirement that the Executive be based anywhere more thanfifty (50) miles from the principal executive office of the Company. 

d. Notice of Termination. Anytermination by the Company or by the Executive shall be communicated by a Notice of Termination to the other party hereto given in accordance with Section 10(b) of this Agreement. For purposes of this Agreement, a “Notice ofTermination” means a written notice which (i) indicates the specific termination provision in this Agreement relied upon, (ii) to the extent applicable, sets forth in reasonable detail the facts and circumstances claimed to provide abasis for termination of the Executive’s employment under the provisions so indicated, and (iii) if the Date of Termination (as defined below) is other than the date of receipt of such notice, specifies the termination date (which dateshall be not more than thirty days after the giving of such notice). The failure by the Executive or the Company to set forth in the Notice of Termination any fact or circumstance which contributes to a showing of Good Reason or Cause shall notwaive any right of the Executive or the Company, respectively, hereunder or preclude the Executive or the Company, respectively, from asserting such fact or circumstance in enforcing the Executive’s or the Company’s rights hereunder.

e. Date of Termination. “Date of Termination” means (i) if the Executive’s employment isterminated by the Company other than for death or Disability, the date of receipt of the Notice of Termination or any later date specified therein within 30 days of such notice, (ii) if the Executive’s employment is terminated by reason ofdeath or Disability, the date of death of the Executive or the Disability Effective Date, as the case may be, and (iii) if the Executive’s employment is terminated by the Executive, thirty days after the giving of such notice by theExecutive provided that the Company may elect to place the Executive on paid leave for all or any part of such 30-day period. 

f. Change in Control. “Change in Control” means the consummation of a transaction, whether in a single transaction or in a series of related transactions that are consummated contemporaneously(or consummated pursuant to contemporaneous agreements), with any party or parties other than Holdings or its affiliates on an arm’s-length basis, pursuant to which (a) such party or parties, directly or indirectly acquire (whether bymerger, stock purchase, recapitalization, reorganization, redemption,

 

6 

issuance of capital stock or otherwise) more than 50% of the voting stock of the Company, (b) such party or parties, directly or indirectly, acquire assets constituting all or substantiallyall of the assets of the Company and its subsidiaries on a consolidated basis, or (c) prior to an initial public offering of the Company Common Stock pursuant to an offering registered under the 1933 Act, Thomas H. Lee Equity Fund V, L.P., aDelaware limited partnership, or its affiliates, cease to have the ability to elect, directly or indirectly, a majority of the Board of Directors of the Company. 

4. Obligations of the Company upon Termination. 

a. Death orDisability. If, during the Employment Period, the Executive’s employment shall terminate on account of death or Disability: 

i. the Company shall pay to the Executive or his estate or beneficiaries in a lump sum in cash within 30 days after the Date of Termination the sum of (x) the Executive’s Annual Base Salarythrough the Date of Termination to the extent not theretofore paid, and (y) the product of (1) the Target Bonus and (2) a fraction, the numerator of which is the number of months, which shall include partial months, in the fiscal yearin which the Date of Termination occurs through the Date of Termination and the denominator of which is 12, to the extent not theretofore paid (the sum of the amounts described in clauses (x) and (y) shall be hereinafter referred to as the“Accrued Obligations”); 

ii. to the extent not theretofore paid or provided, the Company shall timelypay or provide to the Executive or his estate or beneficiaries any other amounts or benefits required to be paid or provided or which the Executive is entitled to receive under any plan, program, policy or practice of or contract or agreement withthe Company and its affiliated companies through the Date of Termination (such other amounts and benefits shall be hereinafter referred to as the “Other Benefits”); and 

iii. the Company shall pay to the Executive or his estate or beneficiaries in cash an amount equal to the product of(x) two (2) and (y) the sum of the Executive’s current Annual Base Salary and Target Bonus, payable in twenty-four (24) equal monthly installments in accordance with the Company’s regular payroll practices, commencingthe month following the Date of Termination. 

b. By the Company for Cause; By the Executive Other than for GoodReason. If the Executive’s employment is terminated for Cause or the Executive terminates his employment without Good Reason during the Employment Period, this Agreement shall terminate without further obligations to the Executive other thanthe obligation to pay to the Executive (i) his Annual Base Salary through the Date of Termination to the extent theretofore unpaid and (ii) the Other Benefits. 

 

7 

c. By the Company Other than for Cause, Death or Disability; By theExecutive for Good Reason. If, during the Employment Period, the Executive’s employment is terminated by the Executive for Good Reason or by the Company other than for Cause and other than on account of death or Disability; 

i. the Company shall pay to the Executive: 

1. in one lump sum in cash within thirty (30) days after the Date of Termination, the Accrued Obligations; and

2. the amount equal to the product of (x) two (2) and (y) the sum of the Executive’scurrent Annual Base Salary and Target Bonus, payable in twenty-four (24) equal monthly installments in accordance with the Company’s regular payroll practices, commencing the month following the Date of Termination; and 

ii. the Company shall provide the Executive with the Other Benefits. 

d. Welfare Benefits. In the event of a termination described in Section 4(a) or 4(c), for a period of eighteen months(18) following Executive’s Date of Termination the Company shall continue to provide medical, dental and life insurance benefits to the Executive, his spouse and children under age 25 on the same basis, including without limitationemployee contributions, as such benefits are then currently provided to the Executive (“Welfare Benefits”); provided further that the provision of such Welfare Benefits shall cease in the event that Executive becomes eligible to receivecomparable benefits from another employer (either because he becomes employed by, or becomes an independent contractor with respect to such employer). 

e. Liquidated Damages. The benefits and amounts payable to Executive under this Section 4 shall be deemed liquidated damages. 

f. Section 409A Compliance. 

i. Notwithstanding any other provision in this Agreement to the contrary, (A) any benefits to which the Executivebecomes entitled under this Agreement due to the termination of the Executive’s employment, shall not be paid or provided until the Executive has incurred a “separation from service” with the Company within the meaning ofSection 409A of the Code, if the earlier provision or payment would result in a violation of Section 409A of the Code and (B) to the extent required by Section 409A of the Code, payment of such benefits shall commence no earlierthan the earlier of (1) the first day of the first month commencing at least six (6) months following the date of the Executive’s separation from service with the Company or (2) the Executive’s death; provided, that anyamount the payment of which is delayed by application of clause (B) of this Section 4(f) shall be paid as soon as possible following the expiration of the applicable period under such clause (B) with interest at the rate provided insection 1274(b)(2)(B) of the Code. 

 

8 

ii. Notwithstanding anything to the contrary, no payment or benefitsprovided under this Agreement in respect of one taxable year shall affect the amounts payable in any other taxable year. No such amounts due to the Executive under this Agreement shall be subject to liquidation or exchange for another benefit.

iii. It is intended that each installment of payments or benefits hereunder shall be treated as a separate“payment” for purposes of Section 409A of the Code. 

5. Noncompetition and Nonsolicitation. Executiveacknowledges that in the course of his employment with the Company he will become familiar with the Company’s and its subsidiaries’ trade secrets and other confidential information concerning the Company and such subsidiaries, and that hisservices will be of special, unique and extraordinary value to the Company and its subsidiaries. Therefore Executive agrees that: 

a. Noncompetition. During the period commencing on the Effective Date and ending on the second anniversary of the date Executive’s employment with the Company terminates (such period the“Restricted Period”), Executive shall not, for himself or on behalf of any other person, firm, partnership, corporation, or other entity, engage, directly or indirectly, as an executive, agent, representative, consultant, partner,shareholder or holder of any other financial interest, in (A) Cargill, Inc. or (B) any business that competes with the Company in the business of the production, distribution or sales of eggs or egg products, refrigerated potato productsor any other business engaged in by the Company at the time of termination of Executive’s employment with the Company (a “Competing Business”), it being understood that Executive’s activities shall not breach thisSection 5(a)(B) where Executive is employed by a person, firm, partnership, corporation or other entity engaged in a variety of activities, including the Competing Business but Executive is not engaged in or responsible for the CompetingBusiness of such entity. Nothing herein shall prohibit Executive from being a passive owner of not more than 2% of the outstanding publicly traded stock of any class of a Competing Business so long as Executive has no active participation in thebusiness of such entity, except to the extent permitted above. Executive acknowledges that this Agreement, and specifically, this Section 5, does not preclude Executive from earning a livelihood, nor does it unreasonably impose limitations onExecutive’s ability to earn a living. In addition, Executive agrees and acknowledges that the potential harm to the Company of its non-enforcement outweighs any harm to Executive of its enforcement by injunction or otherwise. 

b. Nonsolicitation. During the Restricted Period, Executive shall not directly or indirectly through another entity(i) induce or attempt to induce any employee of the Company or its subsidiaries to leave the employ of the Company or its subsidiaries, or in any way interfere with the relationship between the Company or any of its subsidiaries and anyemployee thereof, (ii) hire any person who was an employee of the Company or any of its subsidiaries within 180 days prior to the time such employee was hired by Executive, (iii) induce or attempt to induce any customer, supplier, licenseeor other business relation of the Company or any of its subsidiaries to cease doing business with the Company or its subsidiaries or in any way interfere with the relationship between any

 

9 

such customer, supplier, licensee or business relation and the Company or any subsidiary or (iv) directly or indirectly acquire or attempt to acquire an interest in any business relating tothe business of the Company or any of its subsidiaries and with which the Company or any of its subsidiaries has entertained discussions or has requested and received information relating to the acquisition of such business by the Company or itssubsidiaries in the one-year period immediately preceding Executive’s termination of employment with the Company. 

c. Enforcement. The parties to this Agreement hereby agree and stipulate that (i) the restrictions contained in this Agreement are reasonable and necessary in order to protect the Company’s and its subsidiaries’ legitimatebusiness interests and (ii) in the event of any breach or violation of this Agreement or of any provision hereof by Executive, the Company and its subsidiaries will have no adequate remedy at law and will suffer irreparable loss and damagethereby. The parties hereby further agree and stipulate that in the event of any such breach or violation, either threatened or actual, the Company’s and its subsidiaries’ rights shall include, in addition to any and all other rightsavailable to the Company and its subsidiaries at law or in equity, the right to seek and obtain any and all injunctive relief or restraining orders available to it in courts of proper jurisdiction, so as to prohibit, bar, and restrain any and allsuch breaches or violations by Executive. The prevailing party to any legal action, arbitration or other proceeding commenced in connection with enforcing any provision of this Section 5, including without limitation, obtaining the injunctiverelief provided by this Section 5, shall be entitled to recover all court costs, reasonable attorneys’ fees, and related expenses incurred by such party. Executive further agrees that no bond need be filed in connection with any request bythe Company and its subsidiaries for a temporary restraining order or for temporary or preliminary injunctive relief. If the Executive is the prevailing party, any reimbursement made under this Section 5(c) shall be made no later than the laterof (i) the end of the year in which the legal action, arbitration or other proceeding is finally resolved, and (iii) the last day of the Executive’s taxable year following the taxable year in which the expense was incurred.

d. Additional Acknowledgements. Executive acknowledges that the provisions of this Section 5 are inconsideration of: (i) employment with the Company, and (ii) additional good and valuable consideration as set forth in this Agreement, including, without limitation, the payments to be made under Section 4 hereof. In addition,Executive acknowledges (i) that the business of the Company and its subsidiaries is national in scope and without geographical limitation and (ii) notwithstanding the state of incorporation or principal office of the Company or any of itssubsidiaries, or any of their respective executives or employees (including the Executive), it is expected that the Company will have business activities and have valuable business relationships within its industry throughout the United States.Executive acknowledges that he has carefully read this Agreement and has given careful consideration to the restraints imposed upon Executive by this Agreement, and is in full accord as to their necessity for the reasonable and proper protection ofconfidential and proprietary information of the Company and its subsidiaries now existing or to be developed in the future. Executive expressly acknowledges and agrees that each and every restraint imposed by this Agreement is reasonable withrespect to subject matter, time period and geographical area. 

 

10 

6. Non-exclusivity of Rights. Nothing in this Agreement shall prevent or limit theExecutive’s continuing or future participation in any plan, program, policy or practice provided by the Company or any of its affiliated companies and for which the Executive may qualify, nor shall anything herein limit or otherwise affect suchrights as the Executive may have under any contract or agreement with the Company or any of its affiliated companies. Amounts which are vested benefits or which the Executive is otherwise entitled to receive under any plan, policy, practice orprogram of or any contract or agreement with the Company or any of its affiliated companies at or subsequent to the Date of Termination shall be payable in accordance with such plan, policy, practice, program, contract or agreement, except asexplicitly modified by this Agreement; provided that the Executive shall not be eligible for severance benefits under any other program or policy of the Company. 

7. Full Settlement; Arbitration. 

a. The Company’s obligationto make the payments provided for in this Agreement and otherwise to perform its obligations hereunder shall not be affected by any set-off, counterclaim, recoupment, defense or other claim, right or action which the Company may have against theExecutive or others. In no event shall the Executive be obligated to seek other employment or take any other action by way of mitigation of the amounts payable to the Executive under any of the provisions of this Agreement; and such amounts shallnot be reduced whether or not the Executive obtains other employment. 

b. Other than with respect to theenforcement of Section 5 hereof, the Parties agree that all claims relating to this Agreement shall be subject to arbitration in the State of Minnesota in accordance with the rules of the American Arbitration Association in the State ofMinnesota. The non-prevailing party in such arbitration shall pay, to the full extent permitted by law, all legal fees and expenses (including arbitration expenses) which the prevailing party may reasonably incur as a result of any contest pursuedor defended against in good faith by the prevailing party regarding the validity or enforceability of, or liability under, any provision of this Agreement (including as a result of any contest by the prevailing party about the amount of any paymentpursuant to this Agreement). Any reimbursement payable to the Executive under this Section 7(b) shall be made no later than the later of (i) the end of the year in which the arbitration is finally resolved, and (ii) the last day ofthe Executive’s taxable year following the taxable year in which the expense was incurred. 

8. Successors. 

a. This Agreement is personal to the Executive and without the prior written consent of the Company shall not be assignableby the Executive otherwise than by will or the laws of descent and distribution. This Agreement shall inure to the benefit of and be enforceable by the Executive’s legal representatives. 

 

11 

b. This Agreement shall inure to the benefit of and be binding upon theCompany and its successors and assigns. 

c. The Company will require any successor (whether direct or indirect,by purchase, merger, consolidation or otherwise) to all or substantially all of the business and/or assets of the Company to assume expressly and agree to perform this Agreement in the same manner and to the same extent that the Company would berequired to perform it if no such succession had taken place. As used in this Agreement, “Company” shall mean the Company as hereinbefore defined and any successor to its business and/or assets as aforesaid. 

9. Miscellaneous. 

a. This Agreement shall be governed by and construed in accordance with the laws of the State of Minnesota, without reference to principles of conflict of laws. The captions of this Agreement are not partof the provisions hereof and shall have no force or effect. This Agreement may not be amended or modified otherwise than by a written agreement executed by the parties hereto or their respective successors and legal representatives. 

b. All notices and other communications hereunder shall be in writing and shall be given by hand delivery to the other partyor by registered or certified mail, return receipt requested, postage prepaid, addressed as follows: 

If tothe Executive: 

James E. Dwyer, Jr. 

132 Hunt Drive 

Princeton, NJ 08540 

with a copy to: 

Steven A. Holt, Esq. 

Mandelbaum Salsburg, P.C. 

155 Prospect Avenue 

West Orange, NJ 07052 

If to the Company: 

Michael Foods, Inc. 

301 Carlson Parkway, Suite 400 

Minnetonka, MN 55305 

Attention: Secretary 

 

12 

with a copy to: 

Thomas H. Lee Equity Fund V, L.P. 

100 Federal Street, 35th Floor 

Boston, MA 02110 

Attention: Anthony J. DiNovi 

Kent Weldon 

Joshua D. Bresler 

or to such other address as either party shall have furnished to the other inwriting in accordance herewith. Notice and communications shall be effective when actually received by the addressee. 

c. Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal or unenforceable in anyrespect under any applicable law or rule in any jurisdiction, such invalidity, illegality or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed and enforced in suchjurisdiction as if such invalid, illegal or unenforceable provision had never been contained herein. 

d. TheCompany may withhold from any amounts payable under this Agreement such Federal, state, local or foreign taxes as shall be required to be withheld pursuant to any applicable law or regulation. 

e. The Executive’s or the Company’s failure to insist upon strict compliance with any provision of this Agreementor the failure to assert any right the Executive or the Company may have hereunder, including, without limitation, the right of the Executive to terminate employment for Good Reason pursuant to Section (3)(c)(i)-(v) of this Agreement (unlesssuch action is expressly waived or consented to by the Executive), shall not be deemed to be a waiver of such provision or right or any other provision or right of this Agreement. 

f. From and after the Effective Date this Agreement shall supersede any other agreement between the parties with respect tothe subject matter hereof. 

g. Subject to the provisions of Section 3(d), there shall be no limitation onthe ability of the Company to terminate the Executive at any time with or without Cause. 

h. If the Executivehas commenced his employment hereunder as of the Effective Date, the Company shall pay upon delivery of an invoice therefore fifty percent (50%) of the Executive’s legal fees and costs in connection with the preparation, negotiation andexecution of this Agreement, the Senior Management Unit Subscription Agreement and the other documents contemplated hereby; provided that, in no event shall the Company be obligated to pay more than $7,500.00 for such fees and expenses. Anyreimbursement payable to the Executive under this Section 9(h) shall be made within 30 days of the delivery of an invoice, but no reimbursement will be made after the last day of the Executive’s taxable year following the taxable year inwhich the expense was incurred. 

 

13 

IN WITNESS WHEREOF, the Executive has hereunto set the Executive’s hand and, pursuantto the authorization from its Board of Directors, the Company has caused these presents to be executed in its name on its behalf, all as of the day and year first above written. 

 

/s/ James E. Dwyer, Jr.
James E. Dwyer, Jr.MICHAEL FOODS, INC.By: 
/s/ Gregg A. Ostrander
Name: Gregg A. OstranderTitle: Exec. Chairman, CEO, PresidentMICHAEL FOODS INVESTORS, LLCBy:
/s/ Gregg A. Ostrander
Name: Gregg A. OstranderTitle: Exec. Chairman, CEO, President