Exhibit 10.22
Peak Holdings LLC
June 11, 2007
Mr. Craig Steeneck
Dear Craig:
On behalf of the Management
Committee of Peak Holdings LLC (the “Board”), I am
pleased to confirm that the Board has decided to grant you an
additional incentive bonus opportunity, on the terms and subject to
the conditions set forth herein. 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 2008, 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 Chairman
of the Board and the Chief Executive Officer of the Company may, in
their 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%) in the event of a failure to achieve one or more of
the Trade Promo, Gross Profit, Advert & Other Consumer and
FCF objectives for such year set forth in Exhibit A hereto
(“Select Objectives”); provided, that in exercising
such discretion, a failure to achieve one or more Select Objectives
will not mandate any such reduction, such as when the Chairman and
Chief Executive Officer determine that special circumstances apply.
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
Agreement will apply, as modified by the foregoing provisions of
this Section 2 for that fiscal year.
3. Interpretation . The Board
shall be empowered to make all determinations or interpretations
consistent with Sections 1 and 2 of this letter agreement, which
determinations and interpretations shall, if made in good faith, be
binding and conclusive on you and the Company.
5. Transferability . None of
your rights under this letter agreement may be assigned,
transferred, pledged or otherwise disposed of, other than by your
will or under the laws of descent and distribution.
6. Withholding . The Company shall be
authorized to withhold from the payment of any Retention Bonus that
may become payable hereunder, the amount of any applicable federal,
state and local taxes as may be required to be withheld pursuant to
any applicable law or regulation.
10. Governing
Law/Counterparts . The validity, construction, and effect of
this letter agreement shall be determined in accordance with the
laws of the State of Delaware. This letter agreement may be signed
in counterparts, each of which shall be an original, with the same
effect as if the signatures thereto and hereto were upon the same
instrument.
Please indicate your agreement to
the foregoing by executing this letter agreement where indicated
below.
