XXXXXXX FOOD AND DRUG STORES COMPANY
000 0xx Xxxxxx X.X.
Xxxxx Xxxxx, Xxxxxxx 00000
April 24, 1995
Xxxxxx X. Xxxxxxxxx
President and Chief Executive Officer
Xxxxxxx Food and Drug Stores Company
000 0xx Xxxxxx X.X.
Xxxxx Xxxxx, Xxxxxxx 00000
Re: Amendment to Employment Agreement dated as of March 1, 1993
entered into among Xxxxxxx Food and Drug Stores Company, Xxxxxxx
Food and Drug Company and Xxxxxx X. Xxxxxxxxx,
as amended on March 10, 1995
----------------------------
Dear Xxx:
Reference is made to that certain Employment Agreement dated as of
March 1, 1993 entered into among Xxxxxxx Food and Drug Stores Company, a
Delaware corporation ("Holding"), Xxxxxxx Food and Drug Company, a Delaware
corporation (the "Company"), and yourself, as amended on March 10, 1995 (the
"Employment Agreement"). The purpose of this letter is to further amend the
Employment Agreement in certain ways in order to memorialize prior oral
agreements and understandings among you, Holding and the Company. Upon your
execution of this letter where indicated at page 3, the Employment Agreement
will be amended as follows:
1. The parties acknowledge and the Employment Agreement is hereby
amended to extend its term until March 1, 1998. In addition, subject to the
other terms and conditions set forth herein and in the Employment Agreement,
Holding and the Company hereby agree to continue to employ you, and you agree to
be employed by Holding and the Company, as President and Chief Executive Officer
of Holding and the Company, for a term commencing as of September 1, 1993 and
continuing until the earlier of March 1, 1998 or the date such employment shall
have been terminated as provided in the Employment Agreement.
2. Subparagraph (h) of Section 4 of the Employment Agreement shall
be revised in its entirety to read as follows:
"(h) If the Executive's employment is terminated by the Company
pursuant to subsection (a), (c) or (d) of this Section 4, or if the Executive
terminates his employment pursuant to subsection (e) of this Section 4, (i) the
Company shall continue to pay to the Executive (or, if applicable, to his
executor, administrator or heirs) (x) the Executive's salary in equal monthly
installments at the level of annualized salary provided for in Section 3 hereof
(including any increases contemplated thereby and effected prior to such
termination) being paid to the Executive at the time of such termination, less
required withholdings, for a period of twenty-four (24) consecutive months, and
(y) the payments contemplated by subsection (c) of Section 3 hereof, and (ii)
the Executive (or, if applicable, his executor,
Xxxxxx X. Xxxxxxxxx
April 24, 1995
Page 2
administrator or heirs) shall be entitled to all benefits (including, without
limitation, group medical, life, disability and accidental death and
dismemberment insurance, but excluding participation in the Xxxxxxx Company
Retirement Estates) to which Executive had at the time of his termination then
been entitled, for a period of twenty-four (24) consecutive months. Executive
shall not have any obligation to mitigate his damages arising from any
termination of employment."
Except as set forth above, all other provisions of the Employment
Agreement shall remain in full force and effect, including without limitation,
Section 3 and Section 4 of the Employment Agreement relating to your
compensation and to your rights and obligations upon the termination of your
employment with Holding and the Company.
Please indicate your agreement with and acceptance of the terms of
this letter by executing in the space provided below and returning this letter
to us.
This letter may be executed in counterparts, each of which when taken
together with the others shall constitute one and the same instrument.
XXXXXXX FOOD AND DRUG
STORES COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
----------------------
Xxxxx X. Xxxxxxxx
Vice President, Chief Financial
Officer and Secretary
XXXXXXX FOOD AND DRUG COMPANY
By: /s/ Xxxxx X. Xxxxxxxx
-----------------------
Xxxxx X. Xxxxxxxx
Vice President, Chief Financial Officer and
Secretary
THE FOREGOING TERMS AND CONDITIONS
OF THIS LETTER ARE HEREBY AGREED TO
AND ACCEPTED.
/s/ Xxxxxx X. Xxxxxxxxx Dated: April 24, 1995
------------------------ --------------
Xxxxxx X. Xxxxxxxxx
