0001047469-12-000398 Sample Contracts

·] Shares ROUNDY’S, INC. Common Stock UNDERWRITING AGREEMENT
Underwriting Agreement • January 26th, 2012 • Roundy's Parent Company, Inc. • Retail-grocery stores • New York
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ROUNDY’S, INC. EMPLOYEE CONFIDENTIALITY AND NON-COMPETITION AGREEMENT
Employee Confidentiality and Non-Competition Agreement • January 26th, 2012 • Roundy's Parent Company, Inc. • Retail-grocery stores • Wisconsin

This Employee Confidentiality and Non-Competition Agreement (this “Agreement”) is entered into as of the day of , 201 , by the undersigned for the benefit of Roundy’s, Inc. (“Roundy’s”) and its current and future Subsidiaries and Affiliates (as hereinafter defined). Roundy’s and its Subsidiaries and Affiliates are referred to herein collectively as the “Company.”

EMPLOYMENT AGREEMENT
Employment Agreement • January 26th, 2012 • Roundy's Parent Company, Inc. • Retail-grocery stores • Wisconsin

THIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of [February , 2012] by and among Roundy’s, Inc., a Delaware corporation (f.k.a. Roundy’s Parent Company, Inc.) (“Roundy’s”) and Roundy’s Supermarkets, Inc., a Wisconsin corporation (“RSI”, and together with Roundy’s Inc., the “Company”), Darren W. Karst (“Executive”), and for purposes of Section 13(i) hereof, Roundy’s Acquisition Corp., a Delaware corporation (“RAC”). Certain definitions are set forth in Section 9 of this Agreement.

RESTRICTED STOCK AGREEMENT PURSUANT TO THE ROUNDY’S, INC. 2012 INCENTIVE COMPENSATION PLAN
Restricted Stock Agreement • January 26th, 2012 • Roundy's Parent Company, Inc. • Retail-grocery stores • Delaware

THIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Roundy’s, Inc., a corporation organized in the State of Delaware (the “Company”), and the Participant specified above, pursuant to the Roundy’s, Inc. 2012 Incentive Compensation Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and

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