Homeland Stores, Inc.
X.X. Xxx 00000
Xxxxxxxx Xxxx, Xxxxxxxx 00000
September 19, 1997
Xx. Xxxxx X. Xxxxxxxx
00000 Xxxxx Xxxx Xxxx
Xxxxxxxx Xxxx, XX 00000
Dear Xxxxx:
The purpose of this letter is to confirm the following amendments
to your employment agreement dated April 29, 1996 (the "Agreement") with
Homeland Stores Inc. (the "Company").
1. Expansion of Duties. Section 1 of the Agreement is hereby
amended to provide that, in addition to serving as the Executive Vice
President and Chief Financial Officer of the Company and Homeland Holding
Corporation ("Holding"), commencing on the date hereof, you will be the acting
Chief Executive Officer of the Company and Holding.
2. Base Salary. Section 2 of the Agreement is hereby amended to
confirm that your base salary has been increased to $160,000 per annum.
3. Minimum Guaranteed Bonus for Fiscal 1997. Section 3 of the
Agreement is hereby amended to provide that for fiscal year 1997 you will
receive a minimum guaranteed bonus of $100,000 to be paid on March 1, 1998;
provided, however, that you must be employed by the Company on March 1, 1998
to be entitled to receive such minimum guaranteed bonus amount.
4. Extension of Application of Severance. The first clause of
Section 8 of the Agreement is hereby amended to read as follows: "If the
Company terminates your employment for any reason other than Cause or
Disability prior to December 31, 1999, or if you shall terminate your
employment following . . . ."
5. Special Bonus Payment. In consideration of the additional
duties that you have agreed to undertake on behalf of the Company and Holding
hereunder, the Company agrees to pay you a special bonus in the amount of
$50,000, payable in cash on the earlier of (a) the date a new Chief Executive
Officer is hired by the Company (to be payable whether or not you are the
person so hired) or (b) March 1, 1998.
6. Acting Member of Board of Directors. During the period of time
in which you are serving as the acting Chief Executive Officer of the Company
and Holding, you will be appointed as an acting member of the Board of
Directors of the Company and Holding. Your service as an acting member of the
Board of Directors of the Company and Holding will continue until a new Chief
Executive Officer is hired by the Company, at which time it is anticipated
that if you are the person so hired, you will be elected as a member of
the Board of Directors of the Company and Holding.
7. Continuation of Agreement. Except as amended herein, the
Agreement shall remain in full force and effect.
If the foregoing accurately sets forth the terms of the amendment
to the Agreement, please so indicate by signing below and returning one
signed copy of this letter agreement to me.
Sincerely,
HOMELAND STORES, INC.
Xxxx X. Xxxxxxx, Chairman of the Board
ACCEPTED AND AGREED as
of this ___ day of _________, 1997
Xxxxx X. Xxxxxxxx
460732.v2
