Exhibit 10.24
Peak Holdings LLC
One Old Bloomfield
Road
Mountain Lakes, New Jersey
07046
February 27, 2009
Mr. Craig Steeneck
Dear Craig:
In light of recent events impacting
the economy and the performance of Peak Holdings LLC
(“Holdings”), the Management Committee of Holdings (the
“Board”) has decided to modify the terms of your
additional incentive bonus opportunity, and as such, the letter
agreement dated June 11, 2007 entered into by and between you
and Holdings shall be replaced and superseded in its entirety by
the terms and subject to the conditions set forth in this letter
agreement. This bonus opportunity is intended to modify the Target
Annual Bonus set forth in that certain employment agreement entered
into by and between you and Crunch Holding Corp. (the
“Company”), dated April 2, 2007 (the
“Employment Agreement”). All capitalized terms not
defined herein shall have the meaning ascribed to them in the
Employment Agreement.
1. Enhanced Target Annual
Bonus . Commencing in fiscal 2009, for each fiscal year in
which the Company achieves the EBITDA targets set forth in the
“Management Case” of Exhibit A hereto (the
“Management Case EBITDA Targets”), your Target Annual
Bonus will be increased from 75% of your Base Salary to 100% of
your Base Salary (the “Enhanced Target Annual Bonus”)
and your maximum Annual Bonus will be increased to not less than
200% of your Base Salary.
2. “Negative”
Discretion . Notwithstanding the foregoing or anything else
contained herein to the contrary, for each fiscal year, the
Compensation Committee of the Board in consultation with the Chief
Executive Officer of the Company may, in its sole and absolute
discretion (despite the achievement of the Management Case EBITDA
Targets), reduce your Enhanced Target Annual Bonus to an amount
between 100% of your Base Salary and the Annual Target Bonus
percentage set forth in your Employment Agreement (currently 75%)
based on its assessment of the quality of EBITDA achieved
(including, without limitation, such factors as level of marketing
spend, gross margins and cash flow), any extraordinary business
developments or any other factors it deems relevant. In the event
of any such reduction, you will be given Notice of such decision
not less than ten (10) days prior to the date Annual Bonuses
are paid for such fiscal year. In such case, the Target Annual
Bonus percentage as set forth in the Employment Agreemen
