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Non-renewal of Employment Agreement

Employment Agreement

Non-renewal of Employment Agreement | Document Parties: American Italian Pasta Company | Bank of America, N.A., You are currently viewing:
This Employment Agreement involves

American Italian Pasta Company | Bank of America, N.A.,

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Title: Non-renewal of Employment Agreement
Date: 8/16/2005
Industry: Food Processing     Sector: Consumer/Non-Cyclical

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Exhibit 10.1

 
 
                                 
March 31, 2005
 
CONFIDENTIAL

 
Mr. Warren B. Schmidgall
3630 S.W. Canterbury
Topeka, KS 66610
 
     
Re:
  
Non-renewal of Employment Agreement
 
Dear Warren:
 
     
As you and I have
  
discussed,
  
the
  
Company
  
does not
  
intend to renew your
Employment
  
Agreement
  
when it expires on September
  
30, 2005.
  
This letter will
describe our agreement
  
regarding your
  
continuing
  
terms of employment and your
resignation from the Company, amending your Employment Agreement.
 
     
From the date of this letter
  
through the
  
termination
  
of your
  
Employment
Agreement
  
on
  
September
  
30, 2005 or the
  
effective
  
date of your
  
resignation,
whichever
  
occurs
  
sooner,
  
the
  
Company
  
will
  
employ
  
you in the
  
capacity
  
of
Executive Vice President.
  
The following terms will apply to your employment and
post-employment:
 
          
(1) You will be
  
eligible
  
to continue
  
to
  
participate
  
in
  
"Employee
     
Welfare Plans" as outlined in the
  
Employment
  
Agreement for a period of 18
     
months from September 30, 2005 or the effective
  
date of your
  
resignation,
     
whichever
  
occurs sooner.
  
You will be eligible for an additional 18 months
     
of COBRA coverage at the end of the first 18 months, at your
expense.
  
Your
     
participation
  
in these
  
plans
  
will
  
end
  
earlier,
  
however,
  
when you are
     
eligible to participate in the health plan of another employer.
 
          
(2) You have already
  
received a payment of $22,000 and options to buy
     
9,000 shares of stock under the Company's
  
Salaried
  
Bonus plan, as set out
     
in
  
Section
  
3.1 of the
  
Employment
  
Agreement.
  
You
  
will be
  
eligible
  
to
     
participate
  
further in the Bonus plan at the "norm" bonus
  
level,
  
with no
     
individual
  
modifier applied,
  
but only to a maximum
  
potential
  
additional
     
cash bonus of $30,000;
 
          
(3) You will be eligible for continued
  
vesting of
  
restricted
  
shares
     
and stock options through September 30, 2005.
 
          
(4) You will be eligible to exercise any vested stock options
  
through
     
September 30, 2008.
 
          
(5) The
  
duties of your
  
position
  
will
  
include
  
the
  
following:
  
(1)
     
oversight of the Company's Human Resources
  
function;
  
(2) oversight of the
     
Information
  
Technology function,
  
specifically
  
strategy
  
development,
  
in
     
conjunction
  
with
  
George
  
Shadid;
   
and
  
(3)
  
such
  
other
  
job
  
duties
  
as
     
specifically assigned by George Shadid and/or me.
 
 

 
 
 
          
(6) I will
  
provide
  
reasonable
  
assistance
  
to you in
  
obtaining
  
new
     
employment.
 
          
(7) You will be permitted
  
to conduct
  
your search for new
  
employment
     
during your regular working hours on an as-needed
  
basis.
  
Starting July 1,
     
2005, you will be released from your duties under (5),
  
above,
  
in order to
     
allow you to spend
  
your full
  
time in search of new
  
employment.
  
You will
     
continue to be paid as required
  
under your
  
Employment
  
Agreement
  
through
     
September 30, 2005,
  
unless you resign earlier.
  
During this period you may
     
maintain
  
your
  
office
  
at
  
AIPC,
  
including
  
utilization
  
of your
  
company
     
provided
  
computer and cell phone.
  
You will also be provided
  
outplacement
     
support with Right Management Consultants, not to exceed $7,500
during this
     
period.
 
          
(8) You will be covered by the Officer
  
Indemnification
  
Agreement
  
as
     
approved by the Board of Directors at its February 2, 2005 meeting.
 
     
You agree to items (1) - (8), above,
  
and that the terms and conditions set
out

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