Exhibit 10.7
AMENDMENT NO. 2 TO
EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT
AMENDMENT NO. 2 (the "Amendment"), dated as of June 9, 1999, to the
Employment and Severance Benefits Agreement (the "Agreement"), dated as of April
28, 1996, as amended, between RICHFOOD HOLDINGS, INC. (the "Company") and XXXX
X. XXXXXXX (the "Employee").
WHEREAS, the Company has entered into an Agreement and Plan of Merger,
dated as of June 9, 1999, among SUPERVALU INC., Winter Acquisition, Inc. and the
Company (the "Merger Agreement"); and
WHEREAS, it is essential that the Company be managed and operated
efficiently and effectively through and until the Closing contemplated in the
Merger Agreement, and that the Company retain its key management in the event
that the Merger Agreement is terminated for any reason prior to the Closing; and
WHEREAS, the Company wishes to provide an incentive to Employee to
remain in the Company's employ through the Closing Date (as defined in the
Merger Agreement) to help assure that the Company discharges its commitments to
customers and that the change of ownership is effected smoothly.
NOW, THEREFORE, in consideration of the premises, the parties hereto
have agreed as follows:
1. Amendment. Existing Section 8 is designated as Section 8(a) and the
following paragraph is added as Section 8(b):
Stay Bonus. If Employee remains in the employ of the Company through
the Closing Date (as defined in the Agreement and Plan of Merger, dated
as of June 9, 1999, among SUPERVALU INC., Winter Acquisition, Inc. and
the Company), Employee shall receive a lump sum cash payment, in
addition to all other amounts payable hereunder, of $1,500,000. Such
payment will be made to the Employee at the Closing.
Except as specifically amended hereby, the Agreement remains in full force and
effect in accordance with its terms.
2. Miscellaneous. The Agreement as amended constitutes the entire
agreement between the parties, and supersedes all prior agreements and
understandings between the parties with respect to the subject matter hereof. No
agreements or representations, express or implied, with respect to the subject
matter hereof have been made by either party which are not set forth expressly
in the Agreement, as amended through the date hereof. The validity,
interpretation, construction and performance of this Amendment shall be governed
by the laws of the Commonwealth of Virginia.
IN WITNESS WHEREOF, the Company has caused this Amendment to be duly
executed on its behalf, and Employee has duly executed this Amendment, all as of
the date first written above.
RICHFOOD HOLDINGS, INC.
/s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Director and Chairman, Executive
Compensation Committee
XXXX X. XXXXXXX
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
