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EXHIBIT 10.24
FORM OF AMENDMENT TO EMPLOYMENT AGREEMENT
AMENDMENT to an Employment Agreement by and between BRUNO'S, INC., an
Alabama corporation (the "Company"), and [NAME] ("Executive") dated [DATE],
("Employment Agreement"), made and effective this 31st day of January 1998, by
and between the Company and Executive.
1. Section 2 of the Employment Agreement is amended to read as follows:
2. Term of Employment. Executive's term of employment
under this Agreement (the "Term") commenced on [DATE] and,
subject to the terms hereof, shall continue until the
termination of Executive's employment pursuant to this
Agreement (the "Termination Date"); provided, however, that
any termination of employment by Executive (other than for
death or Permanent Disability) may only be made upon 60 days
prior written notice to the Company, and any termination of
employment by the Company (other than for Cause (as defined in
Section 6.1(c), death or Permanent Disability) may only be
made upon 60 days prior written notice to the Executive.
2. Subsections (a) and (b) of Section 6.1 of the Employment Agreement
are amended to read as follows:
6.1. Termination Not for Cause or for Good Reason.
(a) Except as provided in Section 6.2 hereof, if Executive's
employment is terminated (i) by the Company other than for
Cause (as defined in this Section 6.1) or (ii) by Executive
for Good Reason (as defined in this Section 6.1), Executive
shall receive a severance payment equal to twelve month's Base
Salary plus Target Bonus under the Company's Corporate
Management Incentive Plan, as in effect immediately prior to
the event giving rise to such termination, payable in
accordance with the ordinary payroll practices of the Company,
but no less frequently than semi-monthly following such
termination of employment. In addition, the Company shall pay
to Executive any earned but unpaid bonus of Executive with
respect to the
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year preceding his or her termination, and the Company shall
provide continued coverage on the same basis as in effect from
time to time for senior executives generally for twelve months
under any employee medical and life insurance plans which the
Company makes available to its senior executives. Any period
of continued coverage under the Company's medical plans shall
not be credited against any required period of coverage for
purposes of Part 6, Subtitle B, Title I of the Employment
Retirement Income Security Act of 1974, as amended.
(b) For purposes of this Agreement, "Good Reason"
shall mean any of the following (without Executive's express
prior written consent):
(i) Any material breach by the Company of
any provision of this Agreement, including a demotion
by the Company in Executive's position or the
assignment to Executive of duties or responsibilities
which are materially inconsistent with the duties or
responsibilities contemplated by Section 1 of this
Agreement (except, in either case, in connection with
the termination of Executive's employment for Cause,
as a result of Permanent Disability, as a result of
Executive's death or by Executive other than for Good
Reason);
(ii) A reduction by the Company in
Executive's Base Salary or Bonus opportunity under
the Company's Corporate Management Incentive Plan,
other than a reduction which is part of a general
cost reduction program affecting all senior
executives of the Company and which does not exceed
ten percent (10%) of the Executive's Base Salary in
the aggregate;
(iii) A reduction by the Company in the
employee benefits in which the Executive participates
other than changes to such employee benefits which
are applicable to all senior executives
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generally; or
(iv) A change in the Executive's principal
work location to a location other than the
Birmingham, Alabama area.
3. Section 6.2 of the Employment Agreement is amended so that "prior to
the Termination Date," as it appears in the first sentence thereof is stricken.
BRUNO'S, INC.
By
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Xxxxx X. Xxxxx
Chief Executive Officer
EXECUTIVE
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