Amended Employment Agreement Between Overhill Farms, Inc. and John L. Steinbrun (May 18, 2005)

Summary

This agreement amends the employment terms between Overhill Farms, Inc. and John L. Steinbrun. Effective May 1, 2005, Mr. Steinbrun's title is updated to Senior Vice President - Chief Financial Officer and Chief Operating Officer, and his employment is extended through April 30, 2006. Salary, benefits, and other terms remain unchanged. If terminated without cause before April 30, 2006, Mr. Steinbrun will receive his remaining salary for the contract period. The agreement is governed by California law and requires Mr. Steinbrun's acceptance to be effective.

EX-10.83 2 overhill_10kex10-83.txt Exhibit 10.83 AMENDED EMPLOYMENT AGREEMENT BETWEEN OVERHILL FARMS AND JOHN L. STEINBRUN DATED MAY 18, 2005 May 18, 2005 Mr. John Steinbrun: This letter shall serve as the formal confirmation of an amendment to the terms of your employment agreement with Overhill Farms, Inc. (the "Company") as Senior Vice President - Chief Financial Officer. The terms of your employment, which commenced on April 1, 2003, are set forth in the letter agreements dated April 3, 2003 and October 30, 2003 executed by the Company and countersigned by you. This letter shall serve as an agreement between you and the Company to modify and amend certain provisions of your employment agreement contained in the April 3, 2003 and October 30, 2003 letter agreements as specifically set forth herein. Your initial title was Senior Vice President - Chief Financial Officer. Effective as of May 1, 2005, your title will be Senior Vice President - Chief Financial Officer and Chief Operating Officer. The term of your employment will be extended from the termination date of April 30, 2005 set forth in the October 30, 2003 agreement to April 30, 2006. The remaining terms and conditions of your employment with the Company will remain unchanged as set forth in the April 3, 2003 and October 30, 2003 letter agreements, including, without limitation, your annual salary of $250,000 your automobile allowance of $600 per month and your two weeks paid vacation per year. Upon termination of your employment you will be entitled to receive all accrued compensation owed you by the Company as of the date of termination that has not been paid, if any, including monetary compensation, accrued but unused vacation and sick leave pay, any reimbursement owed to you by the Company for reasonable and necessary business expenses previously incurred, all amounts vested as of the date of termination pursuant to any Company Profit Sharing Plan and all other benefits not specified herein to which you would be entitled as of date of termination. Your performance will be subject to annual reviews on the anniversary of the May 1, 2005 modification date, which will form the basis of any future salary increases or other incentives the Company may offer you. If you accept the conditions of this modification to your current employment agreement, the term of your employment will be extended through April 30, 2006. The Company may elect to terminate your employment, without cause, prior to April 30, 2006 by written notice, provided that the Company delivers to you with such notice, a check equal to the amount of your then current salary for the remainder of the period from the date of such notice through April 30, 2006. Your employment relationship with the Company will be governed by and interpreted in accordance with the laws of the State of California. The terms of the April 3, 2003 letter agreement, as modified by the October 30, 2003 agreement and this writing, when countersigned by you and returned to the Company, will constitute the entire agreement in effect between you and the Company regarding your employment, as of the date of this letter. Sincerely, Overhill Farms, Inc. By: /S/ James Rudis --------------- James Rudis President By my signature appearing below, I agree to, acknowledge and accept the modifications to the terms and conditions of my employment with Overhill Farms, Inc. as set forth in this letter agreement. By: /S/ John L. Steinbrun Dated: 5/18/05 --------------------- John L. Steinbrun