**Exhibit10.4**

 

 

**Dan C. Swander**

Presidentand Chief Operating Officer

 

 

August 6, 2002

 

**BY EMAIL (RWRIGHT@MULTIFOODS.COM)**

**AND BY U.S. REGULAR MAIL**

 

Robert S. Wright

5379 Pinyon Jay Road

Parker, CO 80134

 

               Subject:                  Amendmentto Letter Agreement, dated August 2, 2002, between

# International Multifoods Corporation and Robert S.Wright

(the “Letter Agreement”)                                                                    

 

Dear Bob:

 

                Per our telephone conversations on Friday, August 2,2002 and Monday, August 5, 2002, effective upon the date of yourcountersignature to this letter, the Letter Agreement shall be amended, asfollows:

 

(1)                                  Section (A), titled “ManagementIncentive Plan (“MIP”) in the Letter Agreement is deleted in its entirety,and the following language is inserted in full substitution therefore:

 

“(A)        ManagementIncentive Plan (“MIP”)

 

Underthe terms of the MIP, you will receive a target award if the sale occurs.”

 

(2)                                  The RELEASE AND CONFIDENTIALITY AGREEMENTattached as EXHIBIT A to the Letter Agreement is deleted in its entirety, andthe RELEASE AND CONFIDENTIALTY AGREEMENT attached to this letter agreement asEXHIBIT A is inserted in full substition therefore.

 

(3)                                  Except as amended by this letteragreement, the terms and conditions of the Letter Agreement shall continue infull force and effect.

 
|                          |   | International Multifoods Corporation |
|-------------------------------|--------|--------------------------------------|
|                          |   |                                 |   |
|                          |   |                                 |   |
|                          |   | By:                                  | /s/ Dan C. Swander |
|                          |   |                                 | Dan C. Swander |
|                          |   |                                 | Its: President and Chief Operating Officer |
| Accepted and agreed to on     |   |                                 |   |
| This 12th day of August, 2002 |   |                                 |   |
|                          |   |                                 |   |
| /s/ Robert S. Wright          |   |                                 |   |
| Robert S. Wright              |   |                                 |   |
|                               |        |                                      |  |  |

 

 

----

 

**EXHIBIT A**

 

## **RELEASE ANDCONFIDENTIALITY AGREEMENT**

 

 

                In considerationof the severance benefits of $1,066,332 payable under the Letter Agreementdated August 2, 2002 (the “Letter Agreement”) between International MultifoodsCorporation (the “Company”) and Robert S. Wright (“Wright”), the sufficiency ofwhich is hereby acknowledged, Wright hereby releases the Company, and itssubsidiaries and affiliates, and the current and former insurers, successors,assigns, directors, officers, agents and employees of each, from all causes ofaction, claims, demands, debts, contracts and agreements which he or his heirs,executors, administrators, legal representatives, successors or assigns andbeneficiaries, have or may have by reason of any matter, act or thing occurringor arising prior to or on the date of this Release and ConfidentialityAgreement, whether presently known or unknown (the “Release”).

 

                The Releaseapplies to any cause of action, claims, demands, debts, contracts andagreements that Wright has or may have by reason of any matter, act or thingoccurring or arising prior to or on the date of this Release Agreement, whetheror not he now knows about them, including, without limitation, any and allclaims relating to his employment with the Company and/or its subsidiaries, orWright’s decision to voluntarily terminate his employment and retire,including, but not limited to, breach of contract claims, a breach of thatcertain employment letter agreement, dated July 10, 1995, between the Companyand Wright, tort claims, claims for wages, bonuses or other compensation, andclaims alleging violation of the Fair Labor Standards Act, the AgeDiscrimination in Employment Act, as amended, Title VII of the Civil Rights Actof 1964, as amended, the Civil Rights Act of 1866, the National Labor RelationsAct, the Colorado human rights laws, the Americans with Disabilities Act, theEmployee Retirement Income Security Act, the Colorado Wage Act, and/or anyother federal, state or local statute, law, ordinance, regulation, order, orprinciple of common law.

 

                The Release does not include anyclaims that the law does not allow to be waived or any claims that arise afterthe date on which this Release Agreement is signed by Wright.  In addition, the Release does not affect anyrights that Wright has (1) under that certain letter agreement, dated August 2,2002, between the Company and Wright, as amended by letter agreement, datedAugust 6, 2002, between the Company and Wright; (2) as a result of hisparticipation in any pension, health or welfare benefit plan or plans of theCompany under the terms and conditions set forth in such plan or plans as ofthe date of this Release Agreement; and (3) under any indemnification to whichWright is entitled under (A) the Restated Certificate of Incorporation, asamended, of the Company, (B) the Bylaws, as amended, of the Company, or (C)under any contract of insurance maintained by the Company.

 

                Wright covenants and agrees with the Company, thatWright will maintain in strict confidence and not disclose to any corporation,partnership or other entity or person, any confidential information including,but not limited to, any non-public information obtained by Wright relating tothe Company and its subsidiaries, and its businesses, plans, organization,information systems, present and prospective customers, customer buyingpatterns or requirements, products, techniques, methods, cost, pricing, pricemethods, margins, rebates, and promotional allowances, trade secrets or anyother proprietary information of the Company or any of its subsidiaries, towhich Wright had access to or knowledge of during Wright’s employment by the 

 

 

----

 

Company.  Wright agrees that all confidentialinformation, trade secrets and other proprietary information of the Company andits subsidiaries, are and shall remain the property of the Company.  Wright further agrees that none of theconfidential information, trade secrets and any other proprietary informationof the Company and its subsidiaries, nor any part thereof, is to be removedfrom the premises of the Company, in original or duplicate form or transmittedverbally, by electronic means or otherwise. Wright recognizes and acknowledges that all confidential information, tradesecrets and other proprietary information of the Company and its subsidiariesare valuable to the Company and the disclosure or use of the same would causeirreparable harm to the Company.

 

                Wright understandsthat to the extent that any provision of this Release and ConfidentialityAgreement shall be determined to be invalid or unenforceable, the invalid orunenforceable portion of such provision shall be deleted from this Release andConfidentiality Agreement, and the validity and enforceability of the remainderof such provision and of this Release and Confidentiality Agreement shall beunaffected.

 

                Wright understandsthat he may have twenty-one (21) calendar days from the date that he receivesthis Release and Confidentiality Agreement, not counting the day upon which hereceives it, to consider whether he wishes to sign this Release andConfidentiality Agreement.  If Wrightdoes not sign this Release and Confidentiality Agreement in that period oftime, the Company may or may not allow more time.  Wright agrees that if he signs this Release and ConfidentialityAgreement before the end of the twenty-one (21) day period, it is because hedecided that he already has had a sufficient period of time to decide whetherto sign this Release and Confidentiality Agreement.

 

**                Wrighthas been advised, and he understands, that he has the right to rescind thisRelease and Confidentiality Agreement if he notifies the Company, in writing atInternational Multifoods Corporation, 110 Cheshire Lane, Minnetonka, Minnesota55305, Attention:  Ralph P. Hargrow, VicePresident, Human Resources and Administration, of his decision to rescindwithin seven (7) days of the date that he signs this Release andConfidentiality Agreement.  Wrightunderstands that this Release and Confidentiality Agreement shall not become effectiveor enforceable until the revocation period has expired.  Wright also understands that if he rescinds,he shall forfeit his rights to the severance payment.  Wright also understands that to be effective his notice ofrescission must be in writing and must be delivered to the address stated aboveeither by hand or by mail within the seven (7) day period.  If delivered by mail, the rescission mustbe: (1) postmarked within the seven (7) day period; (2) properly addressed tothe Company; and (3) sent by certified mail, return receipt requested.**

 

                Wrightacknowledges that he has read this Release and Confidentiality Agreement andunderstands all of its terms and conditions. In agreeing to sign this Release and Confidentiality Agreement, Wrightsigns it knowingly and voluntarily, and represents that he hasnot relied on any statements or explanations made by the Company, its employeesor attorneys.

 

 

----

 

**NOTICE TO EMPLOYEE**:

 

The Company herebyadvises Wright to consult an attorney

before signing this Releaseand Confidentiality Agreement.

 

WITNESS:

 

 

 
|   |   |   |             |
|--------|--------|--------|------------------|
|   |   |   | Robert S. Wright |
|   |   |   |             |
|   |   |   | Date Signed:     |   |
|   |   |   |             |

 

Send signed and witnessed form to:

 

Ralph P. Hargrow

Vice President, Human Resources and Administration

International Multifoods Corporation

110 Cheshire Lane

Minnetonka, Minnesota 55305