**Exhibit10.3**

** **

**Dan C.Swander**

**President and Chief Operating Officer**

** **

**August 2, 2002**

 

 

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

**AND BYU.S. REGULAR MAIL**

 

Robert S. Wright

5379 Pinyon Jay Road

Parker, CO  80134

 

 

                **Subject:                **Sale ofMultifoods Distribution Management, Inc.

 

Dear Bob:

 

                                Thisletter is intended to formalize our understanding with respect to benefits thatwill be available to you upon a sale of Multifoods Distribution Management,Inc. (“Distribution Management”) by International Multifoods Corporation (“Multifoods”)to Wellspring Distribution Corp. (the “Purchaser”) pursuant to the terms of theStock Purchase Agreement executed concurrently herewith (the “PurchaseAgreement”).

 

                                Oncethe sale of Distribution Management is closed, Distribution Management will nolonger be part of the Multifoods family of companies and you will be consideredto have terminated employment for purposes of your participation in allMultifoods employee benefit plans except as described below with respect tocertain stock options that you have received. The effect this will have on your benefits is described in more detailbelow.

 

                                Effectiveupon the consummation of the sale of Distribution Management, you will offeryour resignation as an officer and director, as applicable, of all Multifoodsand Distribution Management controlled entities.  On the closing date (provided that you have had twenty-one (21)days in which to consider whether you wish to sign the Release andConfidentiality Agreement), you will also provide Multifoods with an executedRelease and Confidentiality Agreement in the form attached hereto as ExhibitA.  In return, you will receive aseverance payment in the amount of $1,066,332, less applicable withholdingtaxes, within 10 days after executing the Release and ConfidentialityAgreement.  The severance payment isconditioned on your return of the executed Release and ConfidentialityAgreement and that you do not rescind such decision to execute the Release andConfidentiality Agreement within seven (7) days of your execution of same.

 

                                Thesale of Distribution Management and your resignation of employment will affectyour benefits under Multifoods’ employee benefit plans.  The following is a description of thebenefits you will be eligible to receive after the sale:

 

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Robert S. Wright

August 2, 2002

Page 2

 

 

                (A)          Management Incentive Plan (“MIP”).

 

                Underthe terms of the MIP, you will receive your target award if the sale occurs inthe first six months of Multifoods’ fiscal year.  If the sale occurs in the last six months of Multifoods’ fiscalyear, you will receive the greater of your target award or the award you wouldhave received assuming that your performance up to the date of the sale wouldhave continued through the end of Multifoods’s fiscal year.

 

                (B)           Stock Options, Restricted Stock Awards and RestrictedStock Units.

 

                Youroutstanding stock options, restricted stock awards and restricted stock unitswill be exercisable in accordance with their terms, provided you are thenvested.  However, solely with respect tothe 10,000 shares of restricted stock issued pursuant to your Award Agreementdated September 15, 1995, under the Amended and Restated 1989 Stock-BasedIncentive Plan, you will be treated the same as if you were on an unpaid leaveof absence with Multifoods from the date of the closing of the PurchaseAgreement through February 28, 2003, and you will be deemed to have retired onthat date.

 

                (C)           Management Benefit Plan, Supplemental Retirement Plan,Compensation Deferral Plan and Supplemental Deferred Compensation Plan.

 

                Youare already fully vested in these benefits and special provisions therefore arenot necessary in this letter. You will not be eligible to receive yourbenefits under these plans in a lump sum payment form.

 

                (D)          Retiree Benefits

 

                Youare fully vested in your accrued benefit under the Multifoods Pension EquityPlan and are eligible to receive your benefits under this plan according toapplicable plan provisions.  For thosebenefits that require ten years of service for retiree eligibility — retireemedical and retiree life insurance — you will not be eligible as a retiree.

 

                (E)           Completion Bonus.

 

                Youwill be paid a completion bonus in the amount of $150,000, less applicablewithholding taxes, within 10 days after the date of closing of the sale ofDistribution Management.  This is inaddition to the severance payment described above.

 

 

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Robert S. Wright

August 2, 2002

Page 3

 

 

                Please indicateyour receipt and acceptance of the terms of this letter agreement by signingbelow and returning it at your earliest convenience.

 

 

 
|   |   |   | INTERNATIONAL MULTIFOODS CORPORATION |
|--------|--------|--------|--------------------------------------|
|   |   |   |                                 |   |
|   |   |   |                                 |   |
|   |   |   | By:                                  | /s/ Dan C. Swander |
|   |   |   |                                 | Dan C. Swander |
|   |   |   |                                 | Its: President and Chief Operating Officer |
|   |   |   |                                 |   |
|        |        |        |                                      |  |  |

 

_________________________________________________

 

**ACCEPTANCE**

 

                I, Robert S.Wright, hereby acknowledge receipt of this letter agreement and hereby agree tothe terms herein.

 

Dated: August 12, 2002

 

 
|   |   |   | ROBERT S. WRIGHT |
|--------|--------|--------|------------------|
|   |   |   |             |   |
|   |   |   |             | /s/ Robert S. Wright |

 

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# **EXHIBIT A**

 

**RELEASE AND CONFIDENTIALITY 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) as a result of his participation in any pension,health or welfare benefit plan or plans of the Company under the terms andconditions set forth in such plan or plans as of the date of this ReleaseAgreement; and (2) under any indemnification to which Wright is entitled under(A) the Restated Certificate of Incorporation, as amended, of the Company, (B)the Bylaws, as amended, of the Company, or (C) under any contract of insurancemaintained by the Company.

 

                Wrightcovenants and agrees with the Company, that Wright will maintain in strictconfidence and not disclose to any corporation, partnership or other entity orperson, any confidential information including, but not limited to, anynon-public information obtained by Wright relating to the Company and itssubsidiaries, and its businesses, plans, organization, information systems,present and prospective customers, customer buying patterns or requirements,products, techniques, methods, cost, pricing, price methods, margins, rebates,and promotional allowances, trade secrets or any other proprietary informationof the Company or any of its subsidiaries, to which Wright had access to orknowledge 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 

 

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further agrees that none of the confidentialinformation, trade secrets and any other proprietary information of the Companyand its subsidiaries, nor any part thereof, is to be removed from the premisesof the Company, in original or duplicate form or transmitted verbally, byelectronic means or otherwise.  Wrightrecognizes and acknowledges that all confidential information, trade secretsand other proprietary information of the Company and its subsidiaries arevaluable 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,Vice President, 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 becomeeffective or 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.

 

 

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**NOTICE TO EMPLOYEE**:

 

The Company herebyadvises Wright to consult an attorney

before signing thisRelease and 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

 

 

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