SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement (the "Second Amendment")
is entered into by and between Phar-Mor, Inc., a Pennsylvania corporation (the
"Company") and M. Xxxxx Xxxxxxxx (the "Employee") as of August 27, 1998 (the
"Effective Date").
WHEREAS, Employee is currently employed by the Company pursuant to a
written Employment Agreement dated as of June 5, 1997 (the "Existing Agreement")
as amended as of June 23, 1998 (the "First Amendment"); and
WHEREAS, the Company and the Employee desire to further amend the
Existing Agreement, as amended.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. Paragraph 4 of the First Amendment relative to Section IV., TERMINATION,
sub-paragraph 3 of the Existing Agreement is hereby deleted in its entirety.
2. Section IV., TERMINATION, sub-paragraph F.3., Other Than for Cause or by
Reason of Death or Disability, as set forth in the Existing Agreement shall be
amended to provide, notwithstanding anything to the contrary contained in the
Existing Agreement or the First Amendment, should a Change of Control occur on
or prior to August 27, 1999, then the Employee shall be entitled to all of those
benefits set forth in sub-paragraph F.3.(b) in addition to any other benefits
the Employee is entitled to thereunder. The date "June 5, 1998" as contained in
sub-paragraph F.3.(b) of the Existing Agreement shall be deleted and "August 27,
1999" shall be inserted in its place as it applies to any Change of Control to
provide that in such event the Employee shall receive two times total
compensation as described in the Existing Agreement.
3. All other current terms and conditions of the Existing Employment Agreement,
as amended, shall remain the same and any defined terms used herein shall have
the meaning as defined in the Existing Agreement, as amended.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
PHAR-MOR, INC.
By:_______________________________ __________________________________
Abbey X. Xxxxxx M. Xxxxx Xxxxxxxx
Co-Chairman and Chief
Executive Officer
By:_______________________________
Xxxxxx X. Xxxxxx
Co-Chairman and Chief
Executive Officer
