EXHIBIT 10.12
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ADDENDUM
XXXX X. XXXXXXXXX
EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT
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Pursuant to Section 11 of the Employment and Severance Benefits
Agreement, dated as of August 20, 1998, between RICHFOOD HOLDINGS, INC., a
Virginia Corporation (the "Company"), and Xxxx X. Xxxxxxxxx (the "Employee")
(the "Agreement"), and in accordance with Sections 1.01, 3.01, 3.02, 3.03, 3.04,
4.01 and 5.01 of the Richfood Supplemental Executive Retirement Plan, as amended
and restated as of December 2, 1998 (the "SERP"), and action taken by the
Executive Compensation Committee of the Board of Directors of the Company on
December 2, 1998, this addendum constitutes specific written confirmation that
the Agreement and Employee's SERP benefit are modified, effective December 2,
1998, by adding the following new Section 5.A.:
5.A. SERP Benefit. (a) Assuming Employee's continued employment with
the Company or an affiliate as of such date, Employee shall be entitled to and
vested in the following unreduced benefits under the SERP as of the indicated
dates:
Percentage of Vested
Date Credited Monthly Compensation*
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December 1, 1998 30%
December 1, 2001 50%
December 1, 2007 70%
* Less applicable qualified plan and social security offsets.
(b) Employee may elect to retire under the SERP at any time on or after
attaining age fifty-five (55) and receive the vested benefit Employee has
accrued under the SERP as of such date.
(c) Notwithstanding the above, upon any Change in Control of the
Company, Employee shall be entitled to receive a lump sum payment in an amount
equal to the present value of the benefit Employee otherwise would have been
entitled to receive upon retirement under the SERP on or after April 1, 2012.
The amount of such lump sum payment shall be calculated in accordance with
Exhibit A attached hereto.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed on its behalf, and Employee has duly executed this Agreement, all as of
December 2, 1998.
RICHFOOD HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Chairman, President and Chief
Executive Officer
XXXX X. XXXXXXXXX
/s/ Xxxx X. Xxxxxxxxx
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Xxxx X. Xxxxxxxxx
Attachment
