EMPLOYMENT AGREEMENT


         THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as
of January 14, 2003, ("Effective Date") by and between AMERICAN ITALIAN PASTA
COMPANY, a Delaware corporation (the "Company") and HORST W. SCHROEDER ("Mr.
Schroeder").

         WITNESSETH:

         WHEREAS, the Company and Mr. Schroeder are parties to an Employment
Agreement dated as of September 30, 1997 (the "1997 Employment Agreement") and
the parties desire, as of the Effective Date, to terminate and supersede the
1997 Employment Agreement in its entirety;

         NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the parties
agree as follows:

     1. Term. The Company hereby employs Mr. Schroeder for an initial term
commencing on the Effective Date, and terminating three (3) years from the
Effective Date; unless the initial term is extended or renewed by mutual
agreement in writing of the parties hereto or this Agreement is earlier
terminated pursuant to Section 5 hereof (collectively the "Term"). In the event
one of the parties wishes to extend or renew the Term it will so notify the
other party at least ninety (90) days prior to the date on which the Agreement
would otherwise terminate so that the parties may enter into discussions
regarding such renewal or extension.

     2. Position and Responsibilities. Mr. Schroeder will serve as a Director
and the Chairman of the Board of the Company and render such advice and services
to the Company during the Term as may be reasonably required by the Company in
accordance with this Agreement, including but not limited to the following:

          a. Serve on all key committees of the Board of Directors, except as
     may be prohibited, deemed inadvisable or as may create adverse consequences
     to the Company or its employees under applicable securities laws, tax laws,
     stock exchange regulations, or any other applicable law, rule or
     regulation, as determined by the Company's legal counsel.

          b. Counsel and assist the Company's management in the development,
     implementation and control of the Company's business objectives and
     strategies to further the profitable growth of the Company.

          c. Assist in developing and implementing operational and marketing
     strategies which will support the Company's business growth plan.

          d. Assist and counsel the Company's management in all matters related
     to the implementation of the Company's business plan.

     The Company agrees to give reasonable advance notice to Mr. Schroeder
regarding the anticipated timing and duration of the services needed and
understands and agrees that in no event shall Mr. Schroeder's physical presence
be required to render services to the Company for more than an aggregate of
fifty (50) days in each calendar year during the Term. It is expressly
understood and agreed by the parties hereto that any request for services in
addition to the foregoing limitations shall be subject to Mr. Schroeder's
availability. In rendering his services to the Company, Mr. Schroeder shall
report directly to the Company's Board of Directors.

     3. Compensation.

          a. Base Compensation. As base compensation ("Base Compensation"), the
     Company shall pay Mr. Schroeder $4,000.00 per day ("the Daily Rate") for
     each day of service rendered to the Company; provided, however, that in the
     event Mr. Schroeder is willing and able to render services but the Company
     does not request services which aggregate thirty (30) days for any given
     calendar year, then, the Company shall pay Mr. Schroeder for a minimum of
     thirty (30) days in said calendar year. Within a reasonable time after the

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC