Exhibit 10.5
AMENDMENT NO. 1 TO
EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT
AMENDMENT NO. 1 (the "Amendment"), dated as of December 2, 1998, to the
Employment and Severance Benefits Agreement (the "Agreement"), dated as of April
28, 1996, between RICHFOOD HOLDINGS, INC., a Virginia corporation (the
"Company"), and XXXX X. XXXXXXX (the "Employee").
WHEREAS, the Company and the Employee are parties to the Agreement
which provides, among other things, for a severance benefit to be payable to the
Employee under certain circumstances described therein; and
WHEREAS, it is the intention of the Executive Compensation Committee
(the "Committee") of the Board of Directors of the Company to review such
severance benefit from time to time in light of the Employee's then-current
annual base salary.
NOW, THEREFORE, in consideration of the premises, the parties hereto
have agreed as follows:
1. Amendment. In recognition of the increase in the Employee's annual
base salary since the date of the Agreement, the first sentence of Section 8 of
the Agreement is hereby amended to delete the reference to "Four Hundred
Thousand Dollars ($400,000)" and replace such reference with "Five Hundred
Thousand Dollars ($500,000)." Except as specifically amended hereby, the
Agreement remains in full force and effect in accordance with its terms.
2. Miscellaneous. This Amendment 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, express
or implied, with respect to the subject matter hereof have been made by either
party which are not set forth expressly in this Amendment. 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 the Employee has duly executed this Amendment, all
as of the date first above written.
RICHFOOD HOLDINGS, INC.
By: /s/ Xxxxxx X. Xxxxx
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Xxxxxx X. Xxxxx
Director and Chairman, Executive
Compensation Committee
EMPLOYEE:
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
