<PAGE>
Exhibit 10.29
M-Foods Holdings, Inc.
Deferred Compensation Plan
1.0 PURPOSE. M-Foods Holdings, Inc.,
f/k/a THL Food Products Holding Co., a
Minnesota
corporation ("MF"), (herein, together with its successors,
referred to as
the "Company") by means of this nonqualified deferred
compensation
plan (the "Plan") desires to grant certain employees of MF
(the
"Participants") the right to participate in a deemed investment
in
Class A Units of
THL-MF Investors, LLC ("Investors") in exchange for the
cancellation of
certain stock options granted to Participants under the
M-Foods
Holdings, Inc. 2001 Stock Option Plan ("Options") as reflected
in
those certain
Option Cancellation Agreements, dated as of November 20,
2003. In
addition, in connection with the establishment of the Plan, all
deferred
compensation obligations pursuant to applicable employment
agreements, each
dated as of April 10, 2001 with MF (the "Employment
Agreements") and
severance and deferred compensation agreements, each dated
as of April 10,
2001 (the "Deferred Compensation Agreements"), and certain
bonus payments
made in connection with the sale of the dairy business of
Michael Foods,
Inc. (the "Bonuses") shall be governed by the terms of this
Plan and deemed
invested in Class A Units. The Plan shall be effective as
of November 20,
2003 (the "Effective Date").
2.0 DEFINITIONS
The following terms shall have the
following meanings unless the context
indicates otherwise:
2.1 "Affiliate" shall mean, as to any
Person, a person that directly, or
indirectly
through one or more intermediaries, controls, or is controlled
by, or is under
common control with, such Person.
2.2 "Board" shall mean the Board of
Directors of the Company.
2.3 "Change in Control" shall mean 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 other party or parties on an arm's-length basis,
pursuant to
which (a) such party or parties, directly or indirectly,
acquire (whether
by merger, stock purchase, recapitalization,
reorganization,
redemption, 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 substantially
all 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., a Delaware limited partnership, and its affiliates
<PAGE>
cease to have
the ability to elect, directly or indirectly, a majority of
the Board of
Directors of the Company.
2.4 "Class A Units" shall mean the
Class A Units of Investors.
2.5 "Committee" shall mean, as the
case may be, the Board of Directors of the
Company or a
committee appointed by the Board of Directors of the Company.
2.6 "Deferred Amount" shall have the
meaning set forth in Section 4.1.
2.7 "Deferred Compensation Account"
shall mean a notional account established
and maintained
by the Company for a Participant which shall record the
deemed
investment in Class A Units with respect to each Participant
under
Section 4.1
below. This notional account shall be established by the
Company for
bookkeeping purposes only, and no separate funds shall be
segregated by
the Company for the benefit of the Participant.
2.8 "Investors" shall have the meaning
set forth in the preamble.
2.9 "Option" shall have the meaning
set forth in the preamble.
2.10 "Option Cancellation Agreement" shall
mean an agreement between a
Participant and
the Company canceling Options pursuant to the Agreement and
Plan of Merger
made as of October 10, 2003 (the "Merger Agreement"), by and
among THL Food
Products Holding Co., a Delaware corporation, THL Food
Products Co., a
Delaware corporation, M-Foods Holdings, Inc., a Delaware
corporation, and
M-Foods Investors, LLC, a Delaware limited liability
company, as
representative of certain stockholders, and providing for the
establishment of
deferred compensation amounts resulting from the
cancellation of
Options and deferral of the Bonuses and the transfer of
deferred
compensation amounts under the Employment Agreements and the
Deferred
Compensation Agreements to this Plan.
2.11 "Person" shall mean any person or
entity of any nature whatsoever,
specifically
including an individual, a firm, a company, a corporation, a
partnership, or
a trust.
2.12 "Subsidiary" shall mean a corporation
of which the Company directly or
indirectly owns
more than 50 percent of the voting stock or any other
business entity
in which the Company directly or indirectly has an
ownership
interest of more than 50 percent.
3.0 ELIGIBILITY AND PARTICIPATION. Any
employee of the Company or any of its
Subsidiaries as
of the Effective Date who has entered into an Option
Cancellation
Agreement.
2
<PAGE>
4.0 DEFERRED COMPENSATION ACCOUNT
4.1 Establishment of Deferred
Compensation Account. In connection with a
Participant's
entering into an Option Cancellation Agreement, the Company
shall credit in
the form of deemed investment in Class A Units to the
Participant's
Deferred Compensation Account an amount equal to that as set
forth in
Participant's Option Cancellation Agreement as a result of (i)
the
cancellation of
Options, (ii) the transferred amount of Bonuses and (iii)
the transferred
amount of any deferred compensation obligations arising
under an
Employment Agreement or Deferred Compensation Agreement, as
applicable
(collectively, the "Deferred Amount").
4.2 Amount of Payout. (a) With respect
to the Deferred Compensation Account,
the Deferred
Amount shall be deemed invested (i.e., an actual investment
will not be
made), as of the Effective Date, in Class A Units of the
Company. The
Company shall credit a Participant's Deferred Compensation
Account with
certain of the distributions that would be received by the
Deferred
Compensation Account if such Deferred Compensation Account were
actually
invested in the manner set forth in the preceding sentence in
Class A Units,
the extent of such crediting to be in accordance with the
calculations set
forth in the following paragraph. All amounts in a
Participant's
Deferred Compensation Account shall be subject to the claims
of the
creditors
