Exhibit 10.56
ADDENDUM TO EMPLOYMENT
AGREEMENT
THOMAS JAGIELA
DECEMBER 9, 2008
WHEREAS, Michael Foods, Inc. (the
“Company”), M-Foods Holdings, Inc., Michael Foods
Investors, LLC. and the Executive have previously entered into an
Employment Agreement, dated as of April 9, 2008 (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 5 c. of the 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 6 of the Agreement will
be amended by adding the following sentence to the end of that
section: “Any reimbursement payable to the Executive under
this Section 6 shall be made no later than the later of
(i) the end of the year in which the arbitration is finally
resolved, and (ii) the last day of the Executive’s
taxable year following the taxable year in which the expense was
incurred.”
A new Section 9 will be added.
It will r
