<SEQUENCE>8

<FILENAME>djwea.txt

<DESCRIPTION>EMPLOYMENT AGREEMENT, DAVID J. WATTERSON

<TEXT>

                             EMPLOYMENT AGREEMENT



     AGREEMENT, dated as of the 30 day of May, 2004, by and among HF Holdings,

Inc., a Delaware corporation having its principal executive offices in Logan,

Utah (the "Company"), David Watterson (the "Executive").



     WHEREAS, Executive currently serves as a senior executive officer of the

Company;



     WHEREAS, the Company recognizes the Executive's substantial contribution to

the growth and success of the Company, desires to provide for the continued

employment of the Executive and to make certain changes in the Executive's

employment arrangements with the Company, which the Board has determined will

reinforce and encourage the continued attention and dedication to the Company of

the Executive as a member of the Company's senior management in the best

interests of the Company and its shareholders;



     WHEREAS, the Executive is willing to continue to serve the Company on the

terms and conditions set forth below;



     NOW, THEREFORE, IT IS HEREBY AGREED AS FOLLOWS:



1. Employment Period. Subject to the terms and conditions of this Agreement,

including, without limitation, Section 3, the Company hereby agrees to continue

to employ the Executive, and the Executive hereby agrees to continue in the

employ of the Company, for the period commencing on the date hereof (the

"Effective Date") and ending on the first anniversary of such Effective Date

(the "Employment Period"), provided, however, that commencing on the first

year's anniversary of the Effective Date and each subsequent anniversary

thereafter, the Employment Period shall automatically be extended for one

additional year, unless either party delivers written notice of its intention

not to renew this Agreement (a "Non-Renewal Notice") not less than [60] days

prior to the expiration of the current Employment Period.





2. Terms of Employment.



  a. Position and Duties.



   i. During the Employment Period, the Executive shall serve as Chairman and

Chief Executive Officer of the Company with all the appropriate authority,

duties and responsibilities attendant to such positions. Executive shall also

serve, at the request of the Company, as a Director of the Company and each of

its subsidiaries. Notwithstanding the foregoing, in the event that Scott

Watterson returns to the Company as Chief Executive Officer, the Executive will

be given duties and responsibilities, as determined by the Board, commensurate

with a senior executive position in a company of similar size to the Company.



  ii. During the Employment Period, and excluding any periods of vacation and

sick leave to which the Executive is entitled, the Executive agrees to devote

substantially all of his attention and time during normal business hours to the

business and affairs of the Company and, to the extent necessary to discharge

the responsibilities assigned to the Executive hereunder, to use the Executive's

reasonable best efforts to perform faithfully and efficiently such

responsibilities.



  b. Compensation.



   i. Annual Base Salary. Effective immediately, and during the Employment

Period, the Executive shall receive an annual base salary ("Annual Base Salary")

of at least $500,000, the competitiveness of which shall be periodically

reviewed and adjusted in accordance with Company policy. Any increase in Annual

Base Salary shall not serve to limit or reduce any other obligation to the

Executive under this Agreement. Annual Base Salary shall not be reduced after

any such increase and the term Annual Base Salary as utilized in this Agreement

shall refer to Annual Base Salary as so increased.



  ii. Annual Bonus. The Executive shall receive (a) with respect to (i) each

fiscal year ending during the Employment Period, and (ii) that portion of any

fiscal year ending after the Employment Period, during which he is employed

hereunder, a bonus equal to .63% of the consolidated EBITDA (as that term is

defined in the Credit Agreement, dated April 9, 2002, among the SUBSIDIARY,

General Electric Capital Corporation and the other lenders thereunder, without

regard to any amendments thereto) of the Company and its subsidiaries and;

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC