AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is entered
into by and between Phar-Mor, Inc., a Pennsylvania corporation (the "Company")
and Xxxx X. Xxxxxxx (the "Employee") as of June 23, 1998 (the "Effective Date").
WHEREAS, Employee is currently employed by the Company pursuant to a
written Employment Agreement dated as of June 5, 1997 (the "Existing
Agreement"); and
WHEREAS, the Company and the Employee desire to amend the Existing
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. Section I., EMPLOYMENT AND TERM, of the Existing Agreement is amended, to
wit, to provide that the Stated Term (the "Term") shall continue through June 4,
2000.
2. Section III., COMPENSATION, sub-paragraph A., Base Salary, shall be amended
to provide that the base salary paid to Employee for the contract year beginning
June 5, 1999 through June 4, 2000 shall be $225,000.
3. Section III., COMPENSATION, sub-paragraph C., Stock Options, shall be amended
to provide that the stock options granted to the Employee on June 23, 1998 shall
be treated as existing options under the existing Agreement, as amended herein,
and not as additional options, so that such options shall immediately vest if at
any time the Employee's employment is terminated by the Company without Cause or
the Employee terminates employment with the Company for Good Reason.
4. Section IV., TERMINATION, sub-paragraph F.3., Other Than for Cause or by
Reason of Death or Disability, shall be amended to provide that notwithstanding
anything to the contrary contained in this Agreement, should a Change of Control
occur during the first year of the term of this Existing Agreement, as amended
herein, involving any entity with which the Company is currently engaged and
subject to a confidentiality agreement, then such Change of Control shall be
deemed to have occurred in the second year of the term thereof for the purpose
of calculating any payments due Employee hereunder
5. All other terms and conditions of the Existing Employment Agreement shall
remain the same and any defined terms used herein shall have the meaning as
defined in the Existing Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
PHAR-MOR, INC.
By:_______________________________ __________________________________
Abbey X. Xxxxxx Xxxx X. Xxxxxxx
Co-Chairman and Chief
Executive Officer
By:_______________________________
Xxxxxx X. Xxxxxx
Co-Chairman and Chief
Executive Officer
