AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
This Amendment No. 2 to Employment Agreement is made and entered into on
the 6th day of March , 1997, among PAMIDA HOLDINGS CORPORATION ("Holdings"), a
Delaware corporation, PAMIDA, INC. ("Pamida"), a Delaware corporation, and
XXXXXX X. XXXXXXX (the "Executive"). Holdings and Pamida collectively are
referred to in this Amendment No. 2 as the "Companies".
* * *
WHEREAS, the Companies and the Executive are parties to an Employment
Agreement dated September 22, 1995 (the "Employment Agreement"); and
WHEREAS, the Companies and the Executive now desire to amend the Employment
Agreement as more particularly set forth below;
NOW, THEREFORE, the Companies and the Executive agree as follows:
1. Pursuant to Paragraph 6 of the Employment Agreement, the Companies and
the Executive agree that the Executive's incentive bonus program for the fiscal
year of Holdings ending February 1, 1998 ("Fiscal 1998") shall be the following:
(a) If the consolidated earnings of Holdings and its subsidiaries (on a
first-in, first-out basis with respect to merchandise inventories) before
interest, taxes, depreciation, and amortization for Fiscal 1998 (the
"EBITDA") is less than $42,000,000 or the percentage increase in the
comparable store sales of Pamida for Fiscal 1998 compared with the fiscal
year ended February 2, 1997, is less than 3%, then the Executive shall not
be entitled to any incentive bonus for Fiscal 1998.
(b) If the EBITDA equals or exceeds $42,000,000, then the Executive's incentive
bonus for Fiscal 1998 shall be determined as a percentage of the
Executive's base salary from the matrix attached to this Amendment No. 2
taking into account (i) the EBITDA and (ii) the percentage increase in the
comparable store sales of Pamida for Fiscal 1998 compared with the fiscal
year ended February 2, 1997. Comparable store sales percentage increases
shall be determined in accordance with Pamida's historical practices.
(c) For purposes of such matrix, comparable store sales percentage increases of
more than 9% shall be treated as increases of 9%, and EBITDA of more than
$52,000,000 shall be treated as EBITDA of $52,000,000.
(d) For purposes of applying such matrix, the Executive's base salary shall be
the Executive's base salary in effect on February 1, 1998.
2
(e) The maximum incentive bonus that the Executive shall have the opportunity
to earn for Fiscal 1998 is 110% of the Executive's applicable base salary.
(f) EBITDA amounts between whole millions of dollars and comparable store sales
percentage increases between whole percentages shall be interpolated on a
straight-line basis for purposes of applying such matrix.
(g) Solely by way of illustration of the application of such matrix, if the
EBITDA is $44,250,000 and the comparable store sales percentage increase
for Fiscal 1998 is 4.6%, then the Executive's incentive bonus for Fiscal
1998 would be 45.66875% of the Executive's applicable base salary.
The Executive's incentive bonus for Fiscal 1998 (if any) shall be paid to the
Executive as soon as practicable after Holdings has received the final audit
report with respect to Fiscal 1998 from its independent accountants.
2. The provisions of this Amendment No. 2 are intended to satisfy the
requirements of Paragraph 6 of the Employment Agreement for the fiscal year of
Holdings ending in 1998.
3. This Amendment No. 2 shall be effective as of February 3, 1997.
4. As hereby amended, the Employment Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the Companies and the Executive have executed this
Amendment No. 2 to Employment Agreement on the day and year first above written.
PAMIDA HOLDINGS CORPORATION,
a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Executive
Vice President
PAMIDA, INC., a Delaware corporation
By: /s/ Xxxxx X. Xxxxxxxx
Xxxxx X. Xxxxxxxx, Executive
Vice President
By: /s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
Attachment to Exhibit 10.28 - Executive Bonus Matrix
Bonus as % of Pay - FYE98 - Xxxxxxx
Comp store sales increase
EBITDA <3% 3.0% 4.0% 5.0% 6.0% 7.0% 8.0% 9.0%
=========================================================================================
<42 0 0 0 0 0 0 0 0
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42 29.750% 42.500% 43.250% 44.000% 44.750% 49.750% 54.750% 59.750%
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43 30.625% 43.375% 44.125% 44.875% 45.625% 50.625% 55.625% 60.625%
-----------------------------------------------------------------------------------------
44 31.500% 44.250% 45.000% 45.750% 46.500% 51.500% 56.500% 61.500%
-----------------------------------------------------------------------------------------
45 32.375% 45.125% 45.875% 46.625% 47.375% 52.375% 57.375% 62.375%
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46 33.250% 46.000% 46.750% 47.500% 48.250% 53.250% 58.250% 63.250%
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47 34.125% 46.875% 47.625% 48.375% 49.125% 54.125% 59.125% 64.125%
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48 35.000% 47.750% 48.500% 49.250% 50.000% 55.000% 60.000% 65.000%
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49 40.000% 52.750% 53.500% 54.250% 55.000% 60.000% 65.000% 70.000%
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50 50.000% 62.750% 63.500% 64.250% 65.000% 70.000% 75.000% 80.000%
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51 65.000% 77.750% 78.500% 79.250% 80.000% 85.000% 90.000% 95.000%
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52 80.000% 92.750% 93.500% 94.250% 95.000% 100.000% 105.000% 110.000%
=========================================================================================
EXHIBIT A
"OTHER BENEFITS" RELATED TO
AMENDMENT NO. 2 TO EMPLOYMENT AGREEMENT
DATED MARCH 6, 1997 AMONG PAMIDA HOLDINGS CORPORATION
AND XXXXXX X. XXXXXXX, CEO
Company paid Exec-U-Care insurance
Company paid life insurance - $600,000
Financial, legal counseling services - up to $15,000 annually
Company car - up to $20,000 allowance
Annual physical examination
Car phone
Use of company plane
Interest free loans - up to $50,000 approved by Board of Directors
Spousal travel - where appropriate
Minimum vacation accrual - 5 weeks
Athletic/Recreational membership
Supplemental disability insurance
Deferred compensation
