Special Services Agreement between Galaxy Nutritional Foods, Inc. and Angelo S. Morini (December 4, 2002)

Summary

Galaxy Nutritional Foods, Inc. and its President, Angelo S. Morini, have agreed that Mr. Morini will author and promote a book supporting the company's Veggie brand products and diet plan. In return, the company will grant him two non-qualified stock option agreements for a total of 510,060 shares at specified exercise prices, with immediate vesting. Mr. Morini also reserves the right to negotiate royalties from book sales based on future profits. The agreement replaces a previous one from October 24, 2002.

EX-10.50 12 ex1050-203.txt SPECIAL SERVICES AGREEMENT December 4, 2002 Mr. Angelo S. Morini President Galaxy Nutritional Foods, Inc. 2441 Viscount Row Orlando, FL 32809 Re: Special Services Agreement Dear Angelo: This letter agreement supercedes the previous agreement dated October 24, 2002 between yourself and Galaxy Nutritional Foods (the "Company"). This is to confirm that you have agreed to author a book promoting the Company's Veggie(R) brand products and the "Veggiesizing(TM)" stealth/health diet. You have also agreed to promote the book as needed while you are President and Vice-Chairman of the Board of Directors of the Company and, in the event of a change of control of the Company, would consider promoting book for additional compensation. For these special services, the Company agrees to issue you two non-qualified option agreements to purchase up to 310,060 shares of the Company's common stock at an exercise price of $2.05 and 200,000 shares of the Company's common stock at an exercise price of $4.08. Both options will vest immediately. This will also confirm that you are reserving the right to negotiate book sale royalties, depending on the book's potential profit to the Company, which is at this time unknown. Sincerely, Agreed to and Accepted by: /s/ Salvatore J. Furnari /s/ Angelo S. Morini - ---------------------------- --------------------------- Salvatore J. Furnari, CFO Angelo S. Morini, President