Exhibit 10.53
ADDENDUM TO EMPLOYMENT
AGREEMENT
DAVID JOHNSON
DECEMBER 23, 2008
WHEREAS, Michael Foods, Inc. (the
“Company”), Michael Foods Investors, LLC. and the
Executive have previously entered into an Employment Agreement,
dated as of April 2, 2007 (the
“Agreement”).
WHEREAS, the Company has also
determined that it is in the Company’s best interests and
those of its stockholders that the Agreement be amended and
restated with the intent of ensuring that no payments or benefits
hereunder are subject to additional tax and other penalties under
Section 409A of the Internal Revenue Code of 1986, as amended
(the “Code”); and
WHEREAS, the Executive is willing to
continue to serve the Company on the terms and conditions set forth
below;
NOW, THEREFORE, IT IS HEREBY AGREED
AS FOLLOWS:
Section 4 f. i. of the
Agreement will be amended and the following provision shall be
hereby added to the end of that section:
Unless the Executive shall have
given prior written notice specifying a different order to the
Company of Payments to be reduced to achieve the Reduced Amount,
the Payments to be reduced hereunder shall be determined in a
manner that has the least economic cost to the Executive, on an
after-tax basis, and, to the extent the economic cost is
equivalent, such Payments shall be reduced in the inverse order of
when the Payments would have been made to the Executive until the
reduction specified herein is achieved. The Executive may specify
the order of reduction of the Payments to the extent that doing so
does not directly or indirectly alter the time or method of payment
of any amount that is deferred compensation subject to (and not
exempt from) Section 409A of the Code.
Section 4 f. ii. of the
Agreement shall be hereby amended as follows:
(i) “, the manner in which
Payments are to be reduced, if applicable, pursuant to
Section 4(f)(i),” shall be added following the language
“the amount of such Gross-Up payment”;
(ii) The word
“determination” following the language “and the
assumptions to be utilized in arriving at such” shall be
changed to “determinations”;
(iii) By adding the following
sentence to the end of that section: “Any payment shall be
made in accordance with Section 4(f)(vi).”
A new Section 4 f. vi. will be
added. It will read as follows:
vi. N
