ABUSE; WILLFUL DISCLOSURE OF MATERIAL CONFIDENTIAL
INFORMATION OF THE CORPORATION AND/OR ITS SUBSIDIARIES OR OTHER AFFILIATES;
INTENTIONAL VIOLATION OF CONFLICTS OF INTEREST POLICIES ESTABLISHED BY THE BOARD
OF DIRECTORS; WANTON OR WILLFUL FAILURE TO COMPLY WITH THE LAWFUL WRITTEN
DIRECTIONS OF THE BOARD OR OTHER SUPERIORS; AND WILLFUL MISCONDUCT OR GROSS
NEGLIGENCE THAT RESULTS IN DAMAGE TO THE INTERESTS OF THE CORPORATION AND ITS
SUBSIDIARIES OR OTHER AFFILIATES. SHOULD ANY OF THESE SITUATIONS OCCUR, THE
BOARD OF DIRECTORS WILL PROVIDE WENNER WRITTEN NOTICE SPECIFYING THE EFFECTIVE
DATE OF SUCH TERMINATION. UPON THE EFFECTIVE DATE OF SUCH TERMINATION, ANY AND
ALL PAYMENTS AND BENEFITS DUE WENNER UNDER THIS AGREEMENT SHALL CEASE EXCEPT FOR
ANY ACCRUED AND VESTED BENEFITS PAYABLE UNDER THE CORPORATION'S EMPLOYMENT AND
BENEFIT POLICIES, INCLUDING ANY UNPAID AMOUNTS OWED UNDER THE ANNUAL BONUS PLAN
OR ANY OTHER INCENTIVE COMPENSATION PLAN.
9.
MAJOR TRANSACTION. IF, DURING THE TERM, THE CORPORATION
CONSUMMATES A MAJOR TRANSACTION AND WENNER IS NOT THE PRESIDENT AND CHIEF
EXECUTIVE OFFICER WITH DUTIES AND
6
RESPONSIBILITIES SUBSTANTIALLY EQUIVALENT TO THOSE DESCRIBED HEREIN AND/OR IS
NOT ENTITLED TO SUBSTANTIALLY THE SAME BENEFITS AS SET FORTH IN THIS AGREEMENT,
THEN WENNER SHALL HAVE THE RIGHT TO TERMINATE HIS EMPLOYMENT UNDER THIS
AGREEMENT AND SHALL BE ENTITLED TO THE BENEFITS SET FORTH IN SECTION 7(A).
WENNER SHALL PROVIDE THE CORPORATION WITH WRITTEN NOTICE OF HIS DESIRE TO
TERMINATE HIS EMPLOYMENT UNDER THIS AGREEMENT PURSUANT TO THIS PARAGRAPH WITHIN
NINETY (90) DAYS OF THE EFFECTIVE DATE OF THE MAJOR TRANSACTION AND THE
SEVERANCE PERIOD SHALL COMMENCE AS OF THE EFFECTIVE DATE OF THE TERMINATION OF
THIS AGREEMENT, PROVIDED THE CORPORATION HAS NOT CORRECTED THE BASIS FOR SUCH
NOTICE WITHIN THIRTY (30) DAYS AFTER DELIVERY OF SUCH NOTICE AND FURTHER
PROVIDED THAT THE EFFECTIVE DATE OF TERMINATION OF THIS AGREEMENT SHALL NOT BE
MORE THAN ONE YEAR FOLLOWING THE EFFECTIVE DATE OF THE MAJOR TRANSACTION.
FOR
PURPOSES OF THIS PARAGRAPH, "MAJOR TRANSACTION" SHALL MEAN THE SALE OF ALL OR
SUBSTANTIALLY ALL OF THE ASSETS OF THE CORPORATION, OR A MERGER, CONSOLIDATION,
SALE OF STOCK OR SIMILAR TRANSACTION OR SERIES OF RELATED TRANSACTIONS WHEREBY A
THIRD PARTY (INCLUDING A "GROUP" AS DEFINED IN SECTION 13(D)(3) OF THE
SECURITIES EXCHANGE ACT OF 1934, AS AMENDED) ACQUIRES BENEFICIAL OWNERSHIP,
DIRECTLY OR INDIRECTLY, OF SECURITIES OF THE CORPORATION REPRESENTING OVER FIFTY
PERCENT (50%) OF THE COMBINED VOTING POWER OF THE CORPORATION; PROVIDED,
HOWEVER, THAT A MAJOR TRANSACTION SHALL NOT IN ANY EVENT INCLUDE A DIRECT OR
INDIRECT PUBLIC OFFERING OF SECURITIES OF THE CORPORATION, ITS PARENT OR OTHER
AFFILIATES.
10.
NON-COMPETITION.
WENNER AGREES THAT DURING (I) THE TERM; (II) THE
ONE (1) YEAR PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION OF THIS
AGREEMENT BY WENNER PURSUANT TO PARAGRAPH 7(C) (VOLUNTARY TERMINATION); AND
(III) THE ONE (1) YEAR PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION BY THE
CORPORATION PURSUANT TO PARAGRAPH 8 (TERMINATION FOR CAUSE), HE SHALL NOT,
DIRECTLY OR INDIRECTLY, BE EMPLOYED OR OTHERWISE ENGAGED TO PROVIDE SERVICES TO
ANY FOOD MANUFACTURER OPERATING IN THE