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 Xxxxxx X. Xxxxxxx (the "Employee") as of August 27, 1998 (the "Effective
Date").
WHEREAS, Employee is currently employed by the Company pursuant to a
written Employment Agreement dated as of June 23, 1998 (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 IV., TERMINATION, sub-paragraph F.3., Other Than for Cause or by
Reason of Death or Disability, as set forth in the Existing Agreement shall be
amended to provide, notwithstanding anything to the contrary contained in the
Existing Agreement, should a Change of Control occur on or prior to August 27,
1999, then the Employee shall be entitled to all of those benefits set forth in
sub-paragraph F.3.(b) in addition to any other benefits the Employee is entitled
to thereunder. The date "June 23, 1998" as contained in sub-paragraph F.3.(b) of
the Existing Agreement shall be deleted and "August 27, 1999" shall be inserted
in its place as it applies to any Change of Control to provide that in such
event the Employee shall receive two times total compensation as described in
the Existing Agreement.
2. All other current terms and conditions of the Existing 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 Xxxxxx X. Xxxxxxx
Co-Chairman and Chief
Executive Officer
By:_______________________________
Xxxxxx X. Xxxxxx
Co-Chairman and Chief
Executive Officer
