Common use of Good Reason or Without Cause Clause in Contracts

Good Reason or Without Cause. (i) If Employee's employment is terminated by Employee for Good Reason as specified in Section 7(c) hereof, or if Employee's employment is terminated by the Company without Cause as specified in Section 7(e): (A) the Company shall pay Employee the full amount of Employee's base salary and other compensation earned prior to the Date of Termination; and (B) the Company shall pay Employee an amount (the "Termination Payment") equal to the product of the Employee's current monthly base salary multiplied by the greater of (x) twelve (12) months or (y) the number of full months remaining in the Term of this Agreement. The Company may elect to pay the Termination Payment (i) in monthly installments, beginning thirty (30) days after the Date of Termination and payable thereafter on the date of the last regularly scheduled payroll for each month, or (ii) in one lump sum payment, due and payable thirty (30) days after the Date of Termination, in an amount equal to the present value of all such monthly payments calculated by using a discount rate equal to the applicable Federal rate that is in effect on the date of payment as determined under Section 1274(d) of the Code and the regulations thereunder. (ii) If prior to a Change in Control of the Company (as defined below) (and if Section 8(d)(iii) hereof does not apply), Employee's employment is terminated by Employee for Good Reason or by the Company without Cause, the Company shall maintain in full force and effect for the continued benefit of Employee and Employee's eligible dependents for one (1) year after the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), the employee fringe benefit plans and programs relating to medical, dental, health and life insurance in which Employee was entitled to participate immediately prior to the Date of Termination, if Employee's continued participation is permitted under the general terms and provisions of such plans and programs and applicable law, but not including the Annual Incentive Bonus Plan, the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan and any other bonus, retirement or similar compensation plan. (iii) If (A) Employee's employment is terminated by the Company without Cause in contemplation of a Change in Control of the Company within six (6) months prior to such Change in Control or (B) Employee's employment is terminated by the Company without Cause or by Employee with Good Reason within one (1) year following a Change in Control of the Company, the Company shall pay Employee the compensation and benefits set forth in clauses (i) and (ii) above, and in addition, for one (1) year following the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), Employee shall be paid an annual amount equal to the amounts, if any, which would have been payable to Employee under the Annual Incentive Bonus Plan, the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan (or such other plans in which Employee was entitled to participate as of the Date of Termination) assuming Employee had remained employed for such one (1) year (or greater) period and received an annual salary at the rate in effect on Employee's Date of Termination. (iv) For purposes of this Employment Agreement, "a Change in Control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, a Change in Control of the Company shall be deemed to have occurred if: (A) an acquisition (other than directly from the Company) by a Person (as defined below) (excluding the Company or an employee benefit plan of the Company or an entity controlled by the Company's shareholders) results in the aggregate number of shares of the Company's voting securities beneficially owned by any other Person to exceed the number of shares of the Company's voting securities beneficially owned, in the aggregate, by Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize") and Delhaize The Lion America, Inc.; (B) at any time during the term of this Employment Agreement there is a change in the composition of the Board of Directors of the Company resulting in a majority of the directors of the Company who are in office on the date hereof ("Incumbent Company Directors") no longer constituting a majority of the directors of the Company; provided that, in making such determination, persons who are elected to serve as directors of the Company and who are approved by at least 70% of the Incumbent Company Directors in office on the date of such election (other than in connection with an actual or threatened proxy contest) shall be treated as Incumbent Company Directors; (C) consummation of a complete liquidation or dissolution of the Company or a merger, consolidation or sale of all or substantially all of the Company's assets (collectively, a "Business Combination") other than a Business Combination in which all or substantially all of the beneficial holders of voting securities of the Company receive or retain fifty percent (50%) or more of the voting securities of the company or entity resulting from the Business Combination ("Resulting Company"), at least a majority of the board of directors of the resulting corporation were Incumbent Company Directors, and after which no person or entity beneficially owns twenty percent (20%) or more of the voting securities ("Beneficial Ownership Threshold") of the Resulting Company, who did not beneficially own such stock immediately before the Business Combination; or (D) occurrence of any of the events described in Section 8(d)(iv)(B) or (C) to Delhaize or the acquisition by any Person of more than thirty percent (30%) of the stock of Delhaize. Notwithstanding any other provision of this paragraph, for purposes of the definition of "Change in Control of the Company," a change in control of Delhaize shall not constitute a Change in Control of the Company unless it involves an event contemplated by this Section 8(d)(iv)(D). With respect to Section 8(d)(iv)(C) as it applies to Delhaize under Section 8(d)(iv)(D), the Beneficial Ownership Threshold shall be thirty percent (30%).

Good Reason or Without Cause. (i) If Employee's employment is terminated by Employee for Good Reason as specified in Section 7(c) hereof, or if Employee's employment is terminated by the Company without Cause as specified in Section 7(e): (A) the Company shall pay Employee the full amount of Employee's base salary and other compensation earned prior to the Date of Termination; and (B) the Company shall pay Employee an amount (the "Termination Payment") equal to the product of the Employee's current monthly base salary multiplied by the greater of (x) twelve (12) months or (y) the number of full months remaining in the Term of this Agreement. The Company may elect to pay the Termination Payment (i) in monthly installments, beginning thirty (30) days after the Date of Termination and payable thereafter on the date of the last regularly scheduled payroll for each month, or (ii) in one lump sum payment, due and payable thirty (30) days after the Date of Termination, in an amount equal to the present value of all such monthly payments calculated by using a discount rate equal to the applicable Federal rate that is in effect on the date of payment as determined under Section 1274(d) of the Code and the regulations thereunder. (ii) If prior to a Change in Control of the Company (as defined below) (and if Section 8(d)(iii) hereof does not apply), Employee's employment is terminated by Employee for Good Reason or by the Company without Cause, the Company shall maintain in full force and effect for the continued benefit of Employee and Employee's eligible dependents for one (1) year after the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), the employee fringe benefit plans and programs relating to medical, dental, health and life insurance in which Employee was entitled to participate immediately prior to the Date of Termination, if Employee's continued participation is permitted under the general terms and provisions of such plans and programs and applicable law, but not including the Annual Incentive Bonus Plan, the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan and any other bonus, retirement or similar compensation plan. (iii) If (A) Employee's employment is terminated by the Company without Cause in contemplation of a Change in Control of the Company within six (6) months prior to such Change in Control or (B) Employee's employment is terminated by the Company without Cause or by Employee with Good Reason within one (1) year following a Change in Control of the Company, the Company shall pay Employee the compensation and benefits set forth in clauses (i) and (ii) above, and in addition, for one (1) year following the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), Employee shall be paid an annual amount equal to the amounts, if any, which would have been payable to Employee under the Annual Incentive Bonus Plan, the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan (or such other plans in which Employee was entitled to participate as of the Date of Termination) assuming Employee had remained employed for such one (1) year (or greater) period and received an annual salary at the rate in effect on Employee's Date of Termination. (iv) For purposes of this Employment Agreement, "a Change in Control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, a Change in Control of the Company shall be deemed to have occurred if: (A) an acquisition (other than directly from the Company) by a Person (as defined below) (excluding the Company or an employee benefit plan of the Company or an entity controlled by the Company's shareholders) results in the aggregate number of shares of the Company's voting securities beneficially owned by any other Person to exceed the number of shares of the Company's voting securities beneficially owned, in the aggregate, by Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize") and Delhaize The Lion America, Inc.;; or (B) at any time during the term of this Employment Agreement there is a change in the composition of the Board of Directors of the Company resulting in a majority of the directors of the Company who are in office on the date hereof ("Incumbent Company Directors") no longer constituting a majority of the directors of the Company; provided that, in making such determination, persons who are elected to serve as directors of the Company and who are approved by at least 70% of the Incumbent Company Directors in office on the date of such election (other than in connection with an actual or threatened proxy contest) shall be treated as Incumbent Company Directors;; or (C) consummation of a complete liquidation or dissolution of the Company or a merger, consolidation or sale of all or substantially all of the Company's assets (collectively, a "Business Combination") other than a Business Combination in which all or substantially all of the beneficial holders of voting securities of the Company receive or retain fifty percent (50%) or more of the voting securities of the company or entity resulting from the Business Combination ("Resulting Company"), at least a majority of the board of directors of the resulting corporation were Incumbent Company Directors, and after which no person or entity beneficially owns twenty percent (20%) or more of the voting securities ("Beneficial Ownership Threshold") of the Resulting Company, who did not beneficially own such stock immediately before the Business Combination; or (D) occurrence of any of the events described in Section 8(d)(iv)(B) or (C) to Delhaize or the acquisition by any Person of more than thirty percent (30%) of the stock of Delhaize. Notwithstanding any other provision of this paragraph, for purposes of the definition of "Change in Control of the Company," a change in control of Delhaize shall not constitute a Change in Control of the Company unless it involves an event contemplated by this Section 8(d)(iv)(D). With respect to Section 8(d)(iv)(C) as it applies to Delhaize under Section 8(d)(iv)(D), the Beneficial Ownership Threshold shall be thirty percent (30%).

Good Reason or Without Cause. (i) If Employee's employment Mr. Xxxxxxxxxx'x xxxloyment is terminated by Employee for Mr. Xxxxxxxxxx xxx Good Reason as specified in Section 7(c) hereof, or if Employee's his employment is terminated by the Company without Cause as specified in Section 7(e): (A) the Company shall pay Employee the Mr. Xxxxxxxxxx xxx full amount of Employee's his base salary and other compensation earned prior to the Date of Termination; and (B) the Company shall pay Employee an amount (the "Termination Payment") equal to the product of the Employee's current monthly base salary multiplied by the greater of (x) twelve (12) months or (y) the number of full months remaining in the Term of this Agreement. The Company may elect to pay the Termination Payment (i) in monthly installmentsMr. Xxxxxxxxxx, beginning thirty (30) days after the Date of Termination and payable thereafter on the date of the last regularly scheduled payroll for each month, or (ii) in one lump sum payment, due and payable xxthin thirty (30) days after the Date of Termination, in an amount a lump sum payment equal to the present value of all such monthly payments three (3) (or the number of years left in the Term of this Agreement, whichever is greater) times his current annual base salary. Such lump sum amount shall be calculated by using a discount rate equal to the applicable Federal rate that is in effect on the date of payment as determined under Section 1274(d) of the Code and the regulations thereunder. (ii) If prior to a Change in Control of the Company (as defined below) (and if Section 8(d)(iii) hereof does not apply), Employee's employment Mr. Xxxxxxxxxx'x xxxloyment is terminated by Employee for Mr. Xxxxxxxxxx xxx Good Reason or by the Company without Cause, the Company or Hannaford, as applicable, shall maintain in full force and effect for the continued benefit of Employee and Employee's Mr. Xxxxxxxxxx xxx his eligible dependents for one three (13) year years after the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), the employee fringe benefit plans and programs relating to such as medical, dental, health and life insurance in which Employee was Mr. Xxxxxxxxxx xxx entitled to participate immediately prior to the Date of Termination, if Employee's continued participation is permitted under the general terms and provisions of such plans and programs and applicable law, but not including the Company's Key Executive Annual Incentive Bonus Plan, the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan and any other bonus, retirement or similar compensation plan; provided, however, if such participation in any such plan or program is not permitted under the terms thereof, the Company shall provide Mr. Xxxxxxxxxx (xxd his eligible dependents) with benefits substantially similar to those which were being provided immediately prior to his termination of employment. (iii) If (A) Employee's employment Mr. Xxxxxxxxxx'x xxxloyment is terminated by the Company without Cause in contemplation of a Change in Control of the Company within six (6) months prior to such a Change in Control or (B) Employee's employment Mr. Xxxxxxxxxx'x xxxloyment is terminated by the Company without Cause or by Employee with Mr. Xxxxxxxxxx xxxh Good Reason within one (1) year following a Change in Control of the Company, the Company shall pay Employee the Mr. Xxxxxxxxxx xxx compensation and fringe benefits set forth in clauses (i) and (ii) above, and in addition, for one three (13) year years following the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), Employee shall Mr. Xxxxxxxxxx xxxll be paid an annual amount equal to the amounts, if any, which would have been payable to Employee him under the Company's Key Executive Annual Incentive Bonus Plan, and any plan of Hannaford in which Mr. Xxxxxxxxxx xxx entitled to participate immediately prior to the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan Date of Termination (or such other plans in which Employee was Mr. Xxxxxxxxxx xxx entitled to participate as of the Date of Termination) assuming Employee had Mr. Xxxxxxxxxx xxx remained employed for such one three (13) year (or greater) period and received an annual salary at the rate in effect on Employee's his Date of Termination. (iv) For purposes . Wherever the terms "remainder of his Term of Employment," "number of years left in the Term of this Employment Agreement, "a Change in Control of the Company" shall mean a change in control of a nature that would be required to be reported in response to Item 6(e) of Schedule 14A of Regulation 14A promulgated under the Securities Exchange Act of 1934, as amended (the "Exchange Act"); provided that, without limitation, a Change in Control of the Company shall be deemed to have occurred if: (A) an acquisition (other than directly from the Company) by a Person (as defined below) (excluding the Company or an employee benefit plan of the Company or an entity controlled by the Company's shareholders) results in the aggregate number of shares of the Company's voting securities beneficially owned by any other Person to exceed the number of shares of the Company's voting securities beneficially owned, in the aggregate, by Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize") and Delhaize The Lion America, Inc.; (B) at any time during the term of this Employment Agreement there is a change in the composition of the Board of Directors of the Company resulting in a majority of the directors of the Company who are in office on the date hereof ("Incumbent Company Directors") no longer constituting a majority of the directors of the Company; provided that, in making such determination, persons who are elected to serve as directors of the Company and who are approved by at least 70% of the Incumbent Company Directors in office on the date of such election (other than in connection with an actual or threatened proxy contest) shall be treated as Incumbent Company Directors; (C) consummation of a complete liquidation or dissolution of the Company or a merger, consolidation or sale of all or substantially all of the Company's assets (collectively, a "Business Combination") other than a Business Combination in which all or substantially all of the beneficial holders of voting securities of the Company receive or retain fifty percent (50%) or more of the voting securities of the company or entity resulting from the Business Combination ("Resulting Company"), at least a majority of the board of directors of the resulting corporation were Incumbent Company Directors, and after which no person or entity beneficially owns twenty percent (20%) or more of the voting securities ("Beneficial Ownership Threshold") of the Resulting Company, who did not beneficially own such stock immediately before the Business Combination; or (D) occurrence of any of the events described in Section 8(d)(iv)(B) or (C) to Delhaize or the acquisition by any Person of more than thirty percent (30%) of the stock of Delhaize. Notwithstanding any other provision of this paragraph, for purposes of the definition of "Change in Control of the Company," a change in control or similar terms are used herein, they shall include the fractional portion of Delhaize shall not constitute a Change in Control of the Company unless it involves an event contemplated by this Section 8(d)(iv)(D). With respect to Section 8(d)(iv)(C) as it applies to Delhaize under Section 8(d)(iv)(D), the Beneficial Ownership Threshold shall be thirty percent (30%)partial years.

Good Reason or Without Cause. (i) If Employee's the Executive’s employment is terminated by Employee Executive for Good Reason as specified in Section 7(c) hereofReason, or if Employee's employment is terminated by the Company without Cause as specified in Section 7(e): (A) the Company shall pay Employee the full amount of Employee's base salary and other compensation earned Cause, at any time prior to the Date of Termination; and (B) the Company shall pay Employee an amount (the "Termination Payment") equal to the product of the Employee's current monthly base salary multiplied by the greater of (x) twelve (12) months or (y) the number of full months remaining in the Term of this Agreement. The Company may elect to pay the Termination Payment (i) in monthly installmentsFebruary 7, beginning thirty (30) days after the Date of Termination and payable thereafter on the date of the last regularly scheduled payroll for each month2014, or (ii) in one lump sum payment, due and payable thirty (30) then within 30 days after the Date of Termination, the Company shall be obligated to pay to Executive a lump sum payment in cash equal to the aggregate of the following amounts under (A) and (B) and provide the other benefits provided below: (A) Executive’s Base Salary through the Date of Termination, to the extent not previously paid, reimbursement for any unreimbursed business expenses incurred by Executive prior to the Date of Termination that are subject to reimbursement under Section 5 above and payment of accrued, but unused vacation time as of the Date of Termination (“Accrued Obligations”). (B) an amount equal to the present value Executive’s monthly Base Salary as of all such monthly payments calculated by using a discount rate equal the day prior to the applicable Federal rate that is in effect on Date of Termination multiplied by twenty-four (24), plus the date of payment as determined under Section 1274(d) amount of the Code and Bonus payable under subsection (C) multiplied by two (2) (for the regulations thereunderpurposes of this subsection (B), if the Date of Termination is on or prior to April 30, 2012, the amount of the Bonus payable shall be deemed to be $50,000). (iiC) If prior to a Change in Control the portion of the Bonus for the fiscal year of the Company (as defined belowending on April 30) during which Executive was employed that includes the Date of Termination, that portion to equal the product (and if Section 8(d)(iiithat product, the “Pro-Rata Bonus”) hereof does not apply)of the Bonus that would have been payable to Executive for that fiscal year had Executive remained employed for the entire fiscal year, Employee's employment is terminated by Employee for Good Reason or by determined based on the extent to which the Company without Causeachieves the performance goals for that year, multiplied by a fraction, the Company numerator of which is equal to the number of days in the fiscal year that precedes the date of termination and the denominator of which is equal to 365, payable in cash at the time otherwise provided under the terms of the Bonus program. (D) to the extent any incentive stock awards, such as stock options, stock appreciation rights, restricted stock, dividend equivalent rights, or any other form of incentive stock compensation granted Executive shall maintain have not vested, they shall immediately become fully (100%) vested and exercisable and shall be paid in full force accordance with their terms. (E) continued coverage at the Company’s expense under the Company’s medical, dental, life insurance and effect for disability policies or arrangements with respect to Executive and any of his dependents who were covered under those plans on the continued benefit of Employee and Employee's eligible dependents for one (1) year after day prior to the Date of Termination (for a period of two years following the Date of Termination; provided, however, that if Executive becomes reemployed with another employer and is eligible to receive comparable medical or for the number of years remaining in the Term of this Agreement, whichever is greater)other welfare benefits under another employer provided plan, the employee fringe benefit plans medical and programs relating other welfare benefits described herein shall be secondary to medical, dental, health those provided under such other plan during the applicable period of eligibility provided that the costs of obtaining those medical and life insurance in which Employee was entitled other welfare benefits is less than the cost of those benefits to participate Executive immediately prior to the Date of Termination, if Employee's and provided further that continued participation is permitted shall not be allowed if the Company determines that the payment would be considered discriminatory under the general terms and provisions of such plans and programs and applicable law, but not including the Annual Incentive Bonus Plan, the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan and any other bonus, retirement or similar compensation plan. (iiiF) If (A) Employee's employment is terminated by to the Company without Cause in contemplation of a Change in Control of the Company within six (6) months prior to such Change in Control extent not theretofore paid or (B) Employee's employment is terminated by the Company without Cause or by Employee with Good Reason within one (1) year following a Change in Control of the Companyprovided, the Company shall timely pay Employee the compensation and or provide to Executive any other amounts or benefits set forth in clauses (i) and (ii) above, and in addition, for one (1) year following the Date of Termination (or for the number of years remaining in the Term of this Agreement, whichever is greater), Employee shall be paid an annual amount equal to the amounts, if any, which would have been payable to Employee under the Annual Incentive Bonus Plan, the Wellness Bonus Plan, the Profit Sharing Plan and the Profit Sharing Restoration Plan (or such other plans in which Employee was entitled to participate as of the Date of Termination) assuming Employee had remained employed for such one (1) year (or greater) period and received an annual salary at the rate in effect on Employee's Date of Termination. (iv) For purposes of this Employment Agreement, "a Change in Control of the Company" shall mean a change in control of a nature that would be required to be reported in response paid or provided or that the Executive is eligible to Item 6(e) of Schedule 14A of Regulation 14A promulgated receive under the Securities Exchange Act of 1934any plan, as amended (the "Exchange Act"); provided thatprogram, without limitation, a Change in Control policy or practice or contract or agreement of the Company shall be deemed to have occurred if: (A) an acquisition (other than directly from and/or the Company) by a Person (as defined below) (excluding the Company or an employee benefit plan of the Company or an entity controlled by the Company's shareholders) results in the aggregate number of shares of the Company's voting securities beneficially owned by any other Person to exceed the number of shares of the Company's voting securities beneficially owned, in the aggregate, by Etablissements Delhaize Freres et Cie "Le Lion" S.A. ("Delhaize") and Delhaize The Lion America, Inc.; (B) at any time during the term of this Employment Agreement there is a change in the composition of the Board of Directors of the Company resulting in a majority of the directors of the Company who are in office on the date hereof ("Incumbent Company Directors") no longer constituting a majority of the directors of the Company; provided that, in making such determination, persons who are elected to serve as directors of the Company and who are approved by at least 70% of the Incumbent Company Directors in office on the date of such election (other than in connection with an actual or threatened proxy contest) shall be treated as Incumbent Company Directors; (C) consummation of a complete liquidation or dissolution of the Company or a merger, consolidation or sale of all or substantially all of the Company's assets (collectively, a "Business Combination") other than a Business Combination in which all or substantially all of the beneficial holders of voting securities of the Company receive or retain fifty percent (50%) or more of the voting securities of the company or entity resulting from the Business Combination ("Resulting Company"), at least a majority of the board of directors of the resulting corporation were Incumbent Company Directors, and after which no person or entity beneficially owns twenty percent (20%) or more of the voting securities ("Beneficial Ownership Threshold") of the Resulting Company, who did not beneficially own such stock immediately before the Business Combination; or (D) occurrence of any of the events described in Section 8(d)(iv)(B) or (C) to Delhaize or the acquisition by any Person of more than thirty percent (30%) of the stock of Delhaize. Notwithstanding any other provision of this paragraph, for purposes of the definition of "Change in Control of the Company," a change in control of Delhaize shall not constitute a Change in Control of the Company unless it involves an event contemplated by this Section 8(d)(iv)(D). With respect to Section 8(d)(iv)(C) as it applies to Delhaize under Section 8(d)(iv)(D), the Beneficial Ownership Threshold shall be thirty percent (30%)’s Affiliates.