Exhibit (e)(19)
PEAPOD MANAGEMENT AGREEMENT
OUTLINE OF TERMS
1. Existing Management Agreement is to be voided.
2. Peapod will make a $300,000 non-refundable prepayment for professional
fees and license fees.
3. Xxx Xxxxx is to be retained for a minimum of 86 workdays at a daily
rate of $900 plus expenses, effective Monday, October 30, 2000.
4. Xxxxxx Xxxxx is to be retained for a minimum of 250 workdays at a daily
rate of $1,000.00 plus expenses. Additionally, a performance bonus of
$200 per day can be earned by achieving mutually agreed objectives,
effective Monday, October 30, 2000.
5. Existing Planning Services Agreements are to be voided.
6. Peapod/Ahold will provide appropriate access to, and use its best
efforts and commercial reasonableness, for full support of McLane
International operations in Spain, Portugal, and Poland such that each
is maximizing its business potential with the Ahold entity in that
country.
7. Once implemented and MDS is operating at commercially acceptable
performance levels; Peapod/Ahold will provide access, and use its best
efforts for full support of M-Group Software Systems in continuing to
roll out both the warehouse and fast pick center (wareroom) software
systems in the United States market until those markets are totally
penetrated.
8. Once implemented and MDS is operating at commercially acceptable
performance levels; Peapod/Ahold will provide access to, and use its
best efforts for full support* of M-Group Software Systems in becoming
the software vendor of choice for Ahold's e-commerce businesses outside
the United States in markets where it is currently active, and in
markets it enters in the future.
9. Other McLane Group executives would be available to Peapod on a daily
rate to be individually negotiated on an as needed basis.
10. Xxx Xxxxxxx is to be retained for a minimum of 129 workdays at a daily
rate of $1,000.00 plus expenses effective Monday, October 30, 2000.
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* Peapod/Ahold will provide full suppport for M-Group Software Systems once the
Peapod installation is operational. The term "support" is in no way to be
considered a guaranty of use by other Ahold organizations.
11. As a direct incentive to Peapod/Ahold to provide the aforementioned
support McLane Group will discount the stated fees for both Xxx Xxxxx
and Xxxxxx Xxxxx for days worked beyond the minimum noted above. The
discount will apply immediately to the stated fees for Xxx Xxxxxxx.
Discount will be 50%; expenses will remain billed as incurred. All
other McLane Group executives would be subject to the 50% discount
immediately.
12. As a direct incentive to Peapod/Ahold to provide the aforementioned
support M-Group Software Systems will discount stated License Fees, per
Exhibit "A" (Revised 09/12/00) for installed distribution centers four
and above, and installed fast pick centers three and above. License
fees will be discounted 50%.
13. M-Group professional fees outside of the host site implementation fee
greater than $0 and less than $250,000 will be discounted 25%. M-Group
professional fees in excess of $250,000 will be discounted 50%,
assuming the cumulative implementation fees of all locations have
exceeded $750,000.
14. Both the M-Group License fee discount and the McLane Group professional
fee discount will be discontinued when the combined total of the
discounts earned reaches $300,000.
XxXxxx Group, L.P. Peapod, Inc.
By: RDM Commerce, Inc.,
general partner
By: /s/ Xxxxxx Xxxxx By: /s/ Xxxx xxx Xxxxxx
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Title: Vice President Title: President and Chief Executive Officer
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Date: November 8, 2000 Date: November 8, 2000
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