Exhibit 10.1
AMENDMENT TO SEVERANCE AGREEMENT
WALTER N. GEORGE
This
agreement
is entered
into by and
between
American
Italian
Pasta
Company,
a
Delaware
corporation,
(the
"Employer")
and
Walter
N.
George
("Employee").
WHEREAS,
the parties entered into an Severance Agreement effective October
1, 2005 (the "Severance Agreement"); and
WHEREAS,
the parties now desire to amend the Severance Agreement to comply
with
Section
409A of the
Internal
Revenue
Code of 1986,
as amended and the
regulations and other guidance issued thereunder ("409A").
NOW, THEREFORE, the Severance Agreement is amended as follows:
A. Section 4.1.1(b) is amended to read as follows:
(b)
Subject to the
provisions
of
Sections
4.1.2 and 4.1.3
hereof,
if Employee's
employment
is
terminated by Employer
without
Cause,
as
defined
in
Section
4.3,
or
if
Employee
resigns
from
Employee's
employment for Good Reason, as defined in Section 4.4, then
the following provisions (i) and (ii) shall apply.
(i)
During
the
Severance
Period
and for a period of six (6) months
thereafter,
Employee shall also be eligible to participate on the same
terms and conditions as in effect immediately prior to such
termination
or
resignation
in all life
insurance
plans or programs
provided to
Employee by
Employer
("Employee
Welfare
Plans") at the time of such
termination
or
resignation
and
which
continue
to be
provided
by
Employer to its
employees
following the date of such
termination
or
resignation;
provided,
however,
that
Employee's
eligibility
to
participate in these
Employee
Welfare Plans shall end at such time as
Employee becomes eligible to receive coverage under comparable
programs
of a subsequent employer. If, during the Severance Period,
Employee is
precluded from
participating in any Employee Welfare Plan by its terms
or applicable
law,
then Employer will provide
Employee with benefits
that are
reasonably
equivalent to those
Employee would have received
under such plan had
Employee
been
eligible to
participate
therein.
Anything to the contrary herein notwithstanding, Employer shall
have no
obligation to continue to maintain any Employee Welfare Plan during
the
Severance
Period solely as a result of this
Agreement.
As an example
and solely for
purposes of
illustration:
If
Employer
were to cease
providing dental insurance to its senior
executives prior to or during
the
Severance
Period,
then
Employer
would
have no
obligation
to
maintain such plan or provide to Employee
individual
dental insurance
to satisfy its obligations under this Section 4.1.1.
(ii) The Employer
shall
provide to Employee the benefits set forth in
sub-paragraphs
3
and 4 of
the
first
paragraph
of
the
Employer's
Severance Plan for Senior Vice Presidents and Above (which benefits
are
the "Health Plan Severance
Benefit" and which Plan is the "SVP Plan");
provided
that the
"Severance
Period" for purposes of the Health Plan
Severance
Benefit
shall
be the
Severance
Period
defined
in
this
Agreement; and provided further that the provision in the SVP Plan
that
terminates such coverage upon Employee being hired by another
employer
shall be disregarded
and the Health Plan
Severance
Benefit shall end
befo
