Exhibit 10.16
FIRST AMENDMENT TO EMPLOYMENT CONTINUITY AGREEMENT
THIS AMENDMENT made this day of , 1999, between HANNAFORD BROS. CO., a
Maine corporation (the "Company") and , of , ("Officer").
WHEREAS, the Company and the Officer have entered into an Employment
Continuity Agreement ("Agreement") dated ; and
WHEREAS, the parties desire to amend the Agreement (i) to extend from 12
months to 24 months the period, following a change in control, during which the
Officer has a right to receive additional compensation and benefits in the event
of the Officer's involuntary termination of employment without good cause or
voluntary termination of employment for good reason, (ii) to describe the
benefit provided under the Nonqualified Savings and Investment Plan, and (iii)
to clarify that no benefits are payable upon the Officer's death prior to
termination of employment; and
WHEREAS, Section 9 of the Agreement provides that the Agreement may be
amended in writing by the parties;
NOW, THEREFORE, in consideration of the mutual promises and other
consideration recited in the Agreement, IT IS AGREED:
1. The terms used in this Amendment shall have the meanings set forth in
the Agreement.
2. The first clause of Section 3 of the Agreement is hereby amended to read
as follows:
"3. RIGHTS UPON INVOLUNTARY TERMINATION OF EMPLOYMENT. If,
within twenty-four (24) months after the occurrence of a Change in
Control Event, the Company terminates the Officer's employment for any
reason other than Good Cause as defined in Paragraph 5, or if the
Officer voluntarily terminates employment for Good Reason as defined
in Paragraph 4, the Company shall provide the Officer with the
following:"
3. Subsection (c) of Section 3 of the Agreement is hereby amended to read
as follows:
"(c) Immediately upon such termination, the Officer shall be
entitled to acceleration of any payments to be made to him under the
Hannaford Bros. Co. Deferred Compensation Plan for Officers, the
Hannaford Nonqualified Savings and Investment Plan or any other
deferred compensation arrangement for his benefit. For purposes of
calculating any benefit payable with respect to the Officer under the
Hannaford Nonqualified Savings and Investment Plan, his account
balance shall be increased by the product of (i) the sum of the
matching contributions credited to his account under the Hannaford
Nonqualified Savings and Investment Plan and the Hannaford Savings and
Investment Plan for his last full month of employment or, if greater,
his last full month of employment prior to the Change in Control
Event, and (ii) twenty-four (24). Payment under any such plan or
arrangement pursuant to this Paragraph 3(c) shall be made in a lump
sum within ninety (90) days after the Officer's employment
terminates."
4. Section 5 of the Agreement is hereby amended by revising the heading and
adding a new first sentence to read as follows:
"5. TERMINATION BY REASON OF DEATH OR FOR GOOD CAUSE.
Notwithstanding any provision of this Agreement to the contrary, no
benefits are payable hereunder upon the Officer's death prior to his
involuntary termination of employment pursuant to Paragraph 3 or
voluntary termination of employment for Good Reason pursuant to
Paragraph 4."
5. This amendment shall be effective as of January 1, 1999.
WITNESS HANNAFORD BROS. CO.
By
Its
