WILL PROVIDE MASKAL
WRITTEN NOTICE SPECIFYING THE EFFECTIVE DATE OF SUCH TERMINATION. UPON THE
EFFECTIVE DATE OF SUCH TERMINATION, ANY AND ALL PAYMENTS AND BENEFITS DUE MASKAL
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 INCENTIVE COMPENSATION PLAN.
9.
MAJOR TRANSACTION. IF, DURING THE TERM, THE CORPORATION
CONSUMMATES A MAJOR TRANSACTION AND MASKAL IS NOT THE EXECUTIVE VICE PRESIDENT
OF SALES WITH DUTIES AND RESPONSIBILITIES SUBSTANTIALLY EQUIVALENT TO THOSE
DESCRIBED HEREIN AND/OR IS NOT ENTITLED TO SUBSTANTIALLY THE SAME BENEFITS AS
SET FORTH IN THIS AGREEMENT, THEN MASKAL SHALL HAVE THE RIGHT TO TERMINATE HER
EMPLOYMENT UNDER THIS AGREEMENT AND SHALL BE ENTITLED TO THE BENEFITS SET FORTH
IN SUBPARAGRAPH 7(A), EXCEPT THAT THE SEVERANCE PERIOD SHALL MEAN THE PERIOD
FROM THE DATE OF TERMINATION OF EMPLOYMENT TO THE SECOND (2ND) ANNIVERSARY OF
THE DATE OF SUCH TERMINATION.
MASKAL SHALL PROVIDE THE CORPORATION WITH WRITTEN
NOTICE OF HER DESIRE TO TERMINATE HER EMPLOYMENT UNDER THIS AGREEMENT PURSUANT
TO THIS PARAGRAPH WITHIN ONE HUNDRED AND TWENTY (120) 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.
FOR PURPOSES OF THIS
PARAGRAPH, "MAJOR TRANSACTION" SHALL MEAN THE SALE OF ALL OR SUBSTANTIALLY ALL
OF THE ASSETS OF THE
6
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.
MASKAL AGREES THAT DURING (I) THE TERM; (II) THE
ONE (1) YEAR PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION OF THIS
AGREEMENT BY MASKAL 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), SHE SHALL NOT,
DIRECTLY OR INDIRECTLY, BE EMPLOYED OR OTHERWISE ENGAGED TO PROVIDE SERVICES TO
ANY FOOD MANUFACTURER OPERATING IN THE UNITED STATES OF AMERICA WHICH IS
DIRECTLY COMPETITIVE WITH ANY SIGNIFICANT ACTIVITIES CONDUCTED BY THE
CORPORATION OR ITS SUBSIDIARIES OR OTHER AFFILIATES WHOSE PRINCIPAL BUSINESS
OPERATIONS ARE IN THE UNITED STATES OF AMERICA.
MASKAL AGREES THAT HER
ENTITLEMENT TO THE BENEFITS SET FORTH IN SUBPARAGRAPH 7(A) ABOVE IS CONTINGENT
UPON HER COMPLIANCE WITH THE REQUIREMENTS OF THIS PARAGRAPH.
11.
CONFIDENTIALITY OF INFORMATION. MASKAL RECOGNIZES AND ACKNOWLEDGES
THAT DURING HER EMPLOYMENT BY THE CORPORATION, SHE WILL ACQUIRE CERTAIN
PROPRIETARY AND CONFIDENTIAL INFORMATION RELATING TO THE BUSINESS OF THE
CORPORATION AND ITS SUBSIDIARIES OR OTHER AFFILIATES (THE "INFORMATION"). MASKAL
AGREES THAT DURING THE