AMENDMENT NO. 3 TO EMPLOYMENT AGREEMENT
This Amendment No. 3 to Employment Agreement is made and entered into on
the 22nd day of May, 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. 3 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 have amended the Employment
Agreement by Amendments No. 1 and No. 2 thereto; and
WHEREAS, the Companies and the Executive now desire to further amend the
Employment Agreement for the purpose of correcting an error in Amendment No. 2
to the Employment Agreement;
NOW, THEREFORE, the Companies and the Executive agree as follows:
1. Paragraph 1(a) of Amendment No. 2 to the Employment Agreement hereby is
amended so as to correctly read as follows:
"(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") are less than $42,000,000, then the Executive shall not
be entitled to any incentive bonus for Fiscal 1998."
2. As hereby amended, the Employment Agreement and Amendments No. 1 and No.
2 thereto shall remain in full force and effect.
IN WITNESS WHEREOF, the Companies and the Executive have executed this
Amendment No. 3 to Employment Agreement on the day and year first above written.
PAMIDA HOLDINGS CORPORATION,
a Delaware corporation
/s/ Xxxxxx X. Xxxxxxx
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By: /s/ Xxxxx X. Xxxxxxxx Xxxxxx X. Xxxxxxx
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Xxxxx X. Xxxxxxxx, Executive
Vice President
PAMIDA, INC., a Delaware
corporation
By: /s/ Xxxxx X. Xxxxxxxx
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Xxxxx X. Xxxxxxxx, Executive
Vice President
