Chief Operating Officer Employment Agreement

EMPLOYMENT AGREEMENT





THIS EMPLOYMENT AGREEMENT (the "Agreement" or "Employment Agreement") is made and entered into as of the 8th day of March, 2003, by and between INTERSTATE BRANDS WEST CORPORATION, a Delaware corporation (the "Company"), and Michael D. Kafoure ("Employee").



The Company and Employee hereby mutually agree as follows:



1. Employment.



(a) The Company shall employ Employee, and Employee shall serve the Company on the terms and subject to the conditions set forth herein for a period commencing on January 1, 2003, and terminating on January 1, 2005 (the " Expiration Date"), except as provided in Section 1(b) below. Employee shall serve in the capacity of Chief Operating Officer. The duties, responsibilities and authority of Employee shall be those that are normally incident to the office to be held by Employee. Employee shall devote his best efforts and abilities and all his business time to the affairs and interests of the Company (except as may be otherwise authorized by the Board of Directors of the Company). Employee92s principal office shall be at Kansas City, Missouri.





(b) On the first anniversary of the Effective Time (as defined in paragraph 15) of the Employment Agreement and annually thereafter, the Employment Agreement shall be automatically extended for an additional one (1) year period unless terminated by either the Company or Employee by delivery, on or prior to June 1 of such year, of a termination notice to the other party.








2. Compensation. For his services to the Company, Employee shall be entitled:



(a) To receive (i) commencing January 1, 2003, an aggregate base annual salary in the amount not less than Four Hundred Sixty Thousand dollars ($460,000) and (ii) an annual bonus pursuant to the terms of the Incentive Compensation Plan ("Plan") at the level specified for the Chief Operating Officer under the Plan, as the same may be amended from time to time. At annual or approximate annual intervals, the Company shall conduct, or cause to be conducted, a review of Employee92s salary, giving attention to all pertinent factors, including without limitation the performance of the Company, the performance of Employee and compensation practices inside and outside the Company. The Company shall, after such review, determine Employee92s base salary to be paid until the completion of the next review.



(b) To be covered by noncash benefit plans and programs of the Company that are the same as those that are provided to executives with comparable responsibilities and pay grade, including without limitation retirement plans and programs, health and medical insurance coverage, long-term disability insurance coverage and life insurance coverage.



(c) To participate in any other benefit programs that are made available to other executives of the Company.



(d) To receive perquisites that are the same as those that are provided to executives with comparable responsibilities and pay grade, including without limitation monthly club dues, a new company car every three (3) years, an annual allowance for financial counseling (any unused amount may be rolled over to the next



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succeeding year provided that the amount available in any given year will not exceed twice the annual allowance) and paid vacations.



3. Termination; Effect of Termination.



(a) Employee92s employment hereunder shall be terminated prior to the Expiration Date if Employee dies or becomes permanently disabled under circumstances in which he would be entitled to the benefits therefor under the long-term disability insurance coverage referred to in Section 2(b), in which case the Company and Employee shall be released from all further obligations and liabilities hereunder (except as provided in this Section 3, for obligations accrued but not yet paid, for those set forth in Section 5, for liability arising from any breach of this Agreement occurring prior to such termination and except that Employee and his beneficiaries shall be entitled to receive all disability and other benefits payable upon his death or disability).





(b) If Employee92s employment hereunder is terminated by the Company without his consent or for any reason specified in Section 3(a) (each a " Termination Event"), then the Company shall be obligated for a period of time equal to the balance of the term of this Employment Agreement as set forth in Section 1 remaining as of such Termination Event (the "Severance Period") to continue to make the full salary payments to Employee required by Section 2(a)(i). The Company shall also continue to provide to Employee during such Severance Period all health, medical, disability and insurance coverage provided for in Section 2(b).



(c) For purposes hereof, during the Severance Period Employee shall be deemed to be in service and shall continue to accrue benefits under any retirement plan of the Company and any supplemental retirement benefits agreement in effect between the Company and Employee immediately prior to the Severance Period. All



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such payments shall be made without reference to or deduction for any subsequent employment obtained or obtainable by Employee. In the event that Emplo ...