Attached files

file filename
EX-32.1 - 906 CERTIFICATION - Post Holdings, Inc.post2018630ex321.htm
EX-31.2 - CERTIFICATION OF CFO - Post Holdings, Inc.post-2018630ex312.htm
EX-31.1 - CERTIFICATION OF CEO - Post Holdings, Inc.post2018630ex311.htm
EX-10.49 - CJNLOU - Post Holdings, Inc.ex10-49cjnlou.htm
EX-10.48 - RSU CLIFF ACCELERATION - Post Holdings, Inc.ex10-48rsutwoyearcliffacce.htm
10-Q - 10-Q - Post Holdings, Inc.post-63018x10xq.htm


Exhibit 10.50

AMENDMENT TO
SIDE LETTER AGREEMENT WITH
JAMES E. DWYER, JR.

WHEREAS, Post Holdings, Inc., together with its affiliated companies (the “Company”) and James E. Dwyer, Jr. (“Executive”) (collectively, the “Parties”) previously entered into a side letter agreement effective October 2, 2015 (“Agreement”);
WHEREAS, the compensation and benefits promised to Executive under the Agreement were conditioned on Executive being employed as the President and CEO of the Michael Foods business;
WHEREAS, Post Holdings, Inc. (“Post”) announced on January 11, 2018, the transition of Executive’s role from President and CEO of the Michael Foods business to the head of Post’s Private Brands business (“New Role”);
WHEREAS, Executive currently serves in his New Role, but is legally employed (for payroll and benefits purposes) by an employer within the Michael Foods business;
WHEREAS, Post is contemplating entering into a transaction to sell an equity interest in the Private Brands business to an unaffiliated buyer (“Transaction”);
WHEREAS, it is Post’s intent to transfer Executive’s employment for payroll and benefits purposes from his current employer to a Private Brands entity such as Dakota Growers Pasta Company, Inc. (“New Employer”) prior to the closing of the Transaction, and to assign this Agreement to the New Employer prior to the closing of the Transaction;
WHEREAS, it is the intent of the Parties that the compensation and benefits promised to Executive under the Agreement shall apply to Executive in his New Role; and
WHEREAS, in keeping with the foregoing, the Parties wish to amend the Agreement with this writing (“Amendment”).
NOW, THEREFORE, effective upon Executive’s execution of this Amendment, or as otherwise provided below, the Agreement is hereby amended as follows:
1.
Contingent upon and effective upon the transfer of the Executive’s employment to a New Employer, the Company hereby assigns its rights and obligations under the Agreement to such New Employer without further action, such that the New Employer that employs Executive, and Executive, shall be the sole parties to the Agreement.
2.
The definition of Current Position in the Agreement is hereby amended to read “head of the Private Brands business” rather than President and CEO of the Michael Foods business.
  


    






IN WITNESS WHEREOF, the Executive and the Company have caused this Amendment to be executed on the dates set forth below.
James E. Dwyer, Jr.
 
Company
 
 
 
/s/ James E. Dwyer, Jr.
 
/s/ Robert V. Vitale
 
 
By: Robert V. Vitale
 
 
 
 
 
Title: President and CEO
7/31/18
 
 
Date
 
Date: 8/02/18

Dakota Growers Pasta Company, Inc. accepts the assignment of the Agreement effective as set forth in this Amendment:

/s/ Diedre J. Gray
 
Diedre J. Gray
 
Secretary
 
Dakota Growers Pasta Company, Inc.
 



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