EXHIBIT 10.3
BENEFITS CONTINUATION AGREEMENT
BENEFITS CONTINUATION AGREEMENT (the "Agreement"), dated as of April
22, 1998, between RICHFOOD HOLDINGS, INC., a Virginia corporation (the
"Company"), and XXXX X. XXXXXXX (the "Employee").
WHEREAS, the Company and the Employee are parties to an Employment and
Severance Benefits Agreement dated as of April 28, 1996 (the "Employment
Agreement"); and
WHEREAS, in recognition of the Employee's substantial contributions to
the Company's record financial and operating results, and in light of the
Company's expectation that the Employee will continue to make substantial
contributions to the Company's future growth and prospects, the Company and the
Employee desire to memorialize certain agreements as set forth herein.
NOW, THEREFORE, in consideration of the premises and intending to be
legally bound, the parties hereto covenant and agree as follows:
1. Post-Employment Benefits. The Company agrees to provide for
the benefit of the Employee, upon the termination of the Employee's employment
with the Company for any reason other than for Cause (as defined in the
Employment Agreement): (a) coverage under life insurance policies consistent
with those currently provided for the benefit of the Employee through age 65;
and (b) coverage under such medical and dental plans as is generally provided
from time to time to the Company's executive employees until the Employee's
death (or, if the Employee is not entitled to participate in such plans under
the terms thereof following the termination of his employment, then under third
party arrangements that provide substantially comparable coverage); provided,
however, that the Company agrees to pay the Employee's portion of the premiums
for all such coverage. The Company's obligation to provide continued coverage in
accordance with the foregoing sentence shall be subject to mitigation to the
extent, and for such periods, that substantially similar coverage is provided by
any successor employer.
2. Relationship to Employment Agreement. This Agreement is
intended to supersede the provisions of Section 7 of the Employment Agreement.
Except for such Section 7, the Employment Agreement remains in full force and
effect in accordance with its terms.
3. Successors; Binding Agreement. (a) The Company will require
any successor (whether direct or indirect, by purchase,
merger, consolidation or otherwise) to all or substantially all of the business
and/or assets of the Company expressly to assume and agree to perform this
Agreement in the same manner and to the same extent that the Company would be
required to perform it if no such succession had taken place. As used in this
Agreement, "Company" shall mean the Company as defined herein and any successor
to its business and/or assets that executes and delivers the agreement provided
for in this Section 3 or that otherwise becomes bound by all the terms and
provisions of this Agreement by operation of law or otherwise.
(b) This Agreement shall inure to the benefit of and be
enforceable by the personal or legal representatives, executors, administrators,
successors, heirs, distributees, devises and legatees of the Employee.
4. Miscellaneous. No provision of this Agreement may be
modified, waived or discharged unless such waiver, modification or discharge is
agreed to in writing and signed by the Employee and such officer as may be
specifically designated by the Board of Directors of the Company. No waiver by
either party hereto at any time of any breach by the other party hereof of, or
compliance with, any condition or provision of this Agreement to be performed by
such other party shall be deemed a waiver of similar or dissimilar provisions or
conditions at the same or at any prior or subsequent time. This Agreement
constitutes the entire agreement, and supersedes all prior agreements and
understandings, between the parties with respect to the subject matter hereof.
No agreements or representations, oral or otherwise, express or implied, with
respect to the subject matter hereof have been made by either party which are
not set forth expressly in this Agreement. The validity, interpretation,
construction and performance of this Agreement shall be governed by the laws of
the Commonwealth of Virginia.
5. Validity. The invalidity or unenforceability of any
provision of this Agreement shall not affect the validity or enforceability of
any other provision of this Agreement, which shall remain in full force and
effect.
IN WITNESS WHEREOF, the Company has caused this Agreement to be
duly executed on its behalf, and the Employee has duly executed this Agreement,
all as of the date first above written.
RICHFOOD HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Chairman, Executive
Compensation Committee
of the Board of Directors
EMPLOYEE:
/s/ Xxxx X. Xxxxxxx
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XXXX X. XXXXXXX
