AMENDMENT NO. 1 TO EMPLOYMENT AGREEMENT
This Amendment No. 1 to Employment Agreement is made and entered into on
the 5th day of March, 1998, among PAMIDA HOLDINGS CORPORATION ("Holdings"), a
Delaware corporation, PAMIDA, INC. ("Pamida"), a Delaware corporation, and
XXXXXX X. XXXXXXX (the "Executive"). Holdings and Pamida collectively are
referred to in this Amendment No. 1 as the "Companies".
* * *
WHEREAS, the Companies and the Executive are parties to an Employment
Agreement dated March 6, 1997 (the "Employment Agreement"); and
WHEREAS, the Companies and the Executive now desire to amend the Employment
Agreement as more particularly set forth below;
NOW, THEREFORE, the Companies and the Executive agree as follows:
1. Pursuant to Paragraph 6 of the Employment Agreement, the Companies and
the Executive agree that the Executive's incentive bonus program for the fiscal
year of Holdings ending January 31, 1999 ("Fiscal 1999") shall be the following:
(a) If (i) the consolidated earnings of Holdings and its subsidiaries (on
a first-in, first-out basis with respect to merchandise inventories)
before interest, taxes, depreciation, and amortization (the "EBITDA")
for Fiscal 1999 (the "FY99 EBITDA") are less than the EBITDA for
Fiscal 1998 or (ii) the percentage increase in the comparable store
sales of Pamida for Fiscal 1999 compared with the fiscal year ended
February 1, 1998, is less than 3%, then the Executive shall not be
entitled to any incentive bonus for Fiscal 1999.
(b) If the FY99 EBITDA equals or exceeds the EBITDA for Fiscal 1998, then
the Executive's incentive bonus for Fiscal 1999 shall be determined as
a percentage of the Executive's base salary from the matrix attached
to this Amendment No. 1 taking into account (i) the FY99 EBITDA and
(ii) the percentage increase in the comparable store sales of Pamida
for Fiscal 1999 compared with the fiscal year ended February 1, 1998.
Comparable store sales percentage increases shall be determined in
accordance with Pamida's historical practices.
(c) For purposes of such matrix, comparable store sales percentage
increases of more than 9% shall be treated as increases of 9%, and
FY99 EBITDA of more than $52,000,000 shall be treated as FY99 EBITDA
of $52,000,000.
(d) For purposes of applying such matrix, the Executive's base salary
shall be the Executive's base salary in effect on January 31, 1999.
(e) The maximum incentive bonus that the Executive shall have the
opportunity to earn for Fiscal 1999 is 72% of the Executive's
applicable base salary.
(f) FY99 EBITDA amounts between whole millions of dollars and comparable
store sales percentage increases between whole percentages shall be
interpolated on a straight-line basis for purposes of applying such
matrix.
(g) Solely by way of illustration of the application of such matrix, if
the FY99 EBITDA is $48,500,000 and the comparable store sales
percentage increase for Fiscal 1999 is 4.6%, then the Executive's
incentive bonus for Fiscal 1999 would be 34.2% of the Executive's
applicable base salary.
The Executive's incentive bonus for Fiscal 1999 (if any) shall be paid to the
Executive as soon as practicable after Holdings has received the final audit
report with respect to Fiscal 1999 from its independent accountants.
2. The provisions of this Amendment No. 1 are intended to satisfy the
requirements of Paragraph 6 of the Employment Agreement for the fiscal year of
Holdings ending in 1999.
3. This Amendment No. 1 shall be effective as of February 2, 1998.
4. As hereby amended, the Employment Agreement shall remain in full force
and effect.
IN WITNESS WHEREOF, the Companies and the Executive have executed this
Amendment No. 1 to Employment Agreement on the day and year first above written.
PAMIDA HOLDINGS CORPORATION,
a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Chairman of the
Board and Chief Executive Officer
PAMIDA, INC., a Delaware corporation
By:/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx, Chairman of the
Board and Chief Executive Officer
/s/ Xxxxxx X. Xxxxxxx
Xxxxxx X. Xxxxxxx
