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(a) The Performance Share Award is conditioned upon (i) the effective registration or exemption of the Plan and the Performance Restricted Stock granted there under the Securities Act of 1933 and applicable state or foreign securities laws, and (ii) the effective listing of the common stock on the New York Stock Exchange.
Performance Share Award Agreement

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A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.

Employee, being aware of said code section, agrees to expressly waive any rights he may have thereunder, as well as under any other statute or common law principles of similar effect.

6. No Pending or Future Lawsuits. Employee represents that he has no lawsuits, claims, or actions pending in his name, or on behalf of any other person or entity, against the Company or any of the other Releasees. Employee also represents that he does not intend to bring any claims on his own behalf or on behalf of any other person or entity against the Company or any of the other Releasees.

7. Trade Secrets and Confidential Information/Company Property. Employee agrees that he/she will not disclose the Company’s trade secrets and confidential and proprietary information. Employee’s signature below constitutes his/her certification under penalty of perjury that he/she has returned all documents and other items provided to Employee by the Company, developed or obtained by Employee in connection with his/her employment with the Company, or otherwise belonging to the Company (excluding for this purpose the Company laptop specified in Section 1(f) above).
Separation Agreement and Release

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See the complete Employment Agreement

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3.4 Change in Control Payment. The Executive shall be entitled to receive from the rabbi trust funding the obligations under the Univision Communications, Inc. Change in Control Severance Plan and Change in Control Retention Plan a cash payment of $9,300,000 and a cash payment of a pro rata bonus equal to $2,200,000 multiplied by a fraction, the numerator of which is the number of days in 2007 preceding and including the Effective Date and the denominator of which is 365, each of such payments to be paid on the Effective Date or the day after, less applicable tax withholding. Further, Executive shall be entitled to receive a cash payment on the Effective Date or the day after, equal to $5,437,500 in exchange for the cancellation of Executive’s 150,000 restricted stock units granted on May 18, 2006 pursuant to the Company’s Change in Control Retention Plan, subject to applicable tax withholding. In exchange for the payments and benefits described in this Section 3.4, Executive shall execute and deliver to the Company a release waiving his rights to any benefit or payment under the Company’s Change in Control Severance Plan and Change in Control Retention Plan and consenting to the termination of such plans with respect to Executive in a form as set forth in Exhibit F; provided, however, that Executive shall be entitled to and shall not waive or release his rights with respect to (i) the parachute gross up protection set forth in Section 4 of the Change in Control Severance Plan and (ii) reimbursement for all reasonable legal fees and expenses incurred in seeking to obtain or enforce any right or benefit set forth in Section 4 of the Change in Control Severance Plan (other than any such fees and expenses incurred in pursuing any claim determined by an arbitrator or by a court of competent jurisdiction to be frivolous or not to have been brought in good faith).
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Click here for the complete Employment and Non-Competition Agreement

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B. Statement of Work. Steven Silbert on behalf of the Company; will perform the following services under Phase I “Marketing Plan”.

1. Phase I – Marketing Plan: Steven Silbert will deliver in 20 business days from the date of this engagement between the parties a comprehensive marketing plan to the management of Sunwin. The plan will include but will not be limited to the following;

a. The creation of a branding campaign that would include recommendations on the name that would be utilized in the US, the design of the packaging, as well as the text that would be on the packaging. The importance is to create an image that stands out from other competitive products.

b. An analysis of the current competition which would include pricing recommendations, identifying multiple categories of potential purchasers of Sunwin Stevia in the United States. The names, background, and estimated time of entry into the market (meaning getting product on the shelf) for each named target purchaser.

c. A comprehensive viral marketing campaign. This will include the various sites that we would recommend having links directly to a US Sunwin site. Examples would be the National Diabetes Foundation, WEB MD, along with a host of others that have significant traffic from diabetics.

d. Publications that target health issues to the African American Market. This group’s incident of diabetes is reaching epidemic proportions.

e. Identifying Health and Wellness sites and companies that are potential distributors of Stevia.

f. Determining and obtaining endorsements from highly visible and respected organizations in the nutritional and health care fields.

g. The development of an SEO (Search Engine Optimization) program, which would effectively enhance penetration to all the identified target markets.

h. An analysis of producing 3-5 minute infomercials that would air on CNBC’s weekly program for diabetics.
i. Commence a study on the viability of running infomercials on targeted health programs marketing Sunwin Stevia directly to the public under a different name.

j. All work products provided to Sunwin Stevia International Corporation shall be the property of the Company.
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Click here for the complete Employment Agreement

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This EMPLOYEE BENEFITS AGREEMENT (the “AGREEMENT”), dated as of September 30, 2005 is by and between American Express Company, a New York corporation (“AXP”), and Ameriprise Financial, Inc., a Delaware corporation (“AMERIPRISE”, and together with AXP, each a “PARTY” and collectively, the “PARTIES”).

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ARTICLE II

GENERAL PRINCIPLES

2.1 ASSUMPTION AND RETENTION OF LIABILITIES; RELATED ASSETS.

(a) As of the Effective Time, except as otherwise expressly provided for in this Agreement, AXP shall, or shall cause one or more members of the AXP Group to, assume or retain and AXP hereby agrees to pay, perform, fulfill and discharge, in due course in full (i) all Liabilities under all AXP Benefit Plans, (ii) all Liabilities with respect to the employment, service, termination of employment or termination of service of all AXP Employees, Former AXP Employees, their dependents and beneficiaries, and other service providers (including any individual who is, or was, an independent contractor, temporary employee, temporary service worker, consultant, freelancer, agency employee, leased employee, on-call worker, incidental worker, or nonpayroll worker of any member of the AXP Group or in any other employment, non-employment, or retainer arrangement, or relationship with any member of the AXP Group), in each case to the extent arising in connection with or as a result of employment with or the performance of services for any member of the AXP Group, and (iii) any other Liabilities or obligations expressly assigned to AXP or any of its Affiliates under this Agreement. For purposes of clarification, the Liabilities assumed or retained by the AXP Group as provided for in this Section 2.1(a) are intended to be AXP Liabilities as such term is defined in the Separation and Distribution Agreement.
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Click here for the complete Employee Benefits Agreement

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