Exhibit 10.52
ADDENDUM TO EMPLOYMENT
AGREEMENT
GREGG OSTRANDER
DECEMBER 9, 2008
WHEREAS, Michael Foods, Inc. (the
“Company”), M-Foods Holdings, Inc. (F.K.A. THL Food
Products Holding Co.) and the Executive have previously entered
into an Employment Agreement, dated as of November 20, 2003
(the “2003 Agreement”).
WHEREAS, the Company has also
determined that it is in the Company’s best interests and
those of its stockholders that the 2003 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 d. of the 2003
Agreement will be amended by adding the following sentence to the
end of that section: “Any reimbursement made to the Executive
under this Section 4(d) shall be made no later than the last
day of the Executive’s taxable year following the year in
which the expense was incurred.”
Section 5 c. of the 2003
Agreement will be amended by adding the following sentence to the
end of that section: “If the Executive is the prevailing
party, any reimbursement made under this Section 5(c) shall be
made no later than the later of (i) the end of the year in
which the legal action, arbitration or other proceeding is finally
resolved, and (ii) the last day of the Executive’s
taxable year following the taxable year in which the expense was
incurred.”
Section 8 of the 2003 Agreement
will be amended by adding the following sentence to the end of that
section: “Any reimbursement under this Section 8 shall
be made no later than the last day of the Executive’s taxable
year following the taxable year in which the expense was
incurred.”
Section 9 a. of the 2003
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
