EXHIBIT 99.2
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December 12, 2006
Mr. Xxxx Xxxxx
Co-Chief Operating Officer
The Penn Traffic Company
P.O. Box 4737 Syracuse, NY 13221
Dear Xxxx:
On behalf of The Penn Traffic Company Board of Directors, it is my pleasure to
offer you the position of Executive Vice President - Chief Operating Officer
reporting directly to the President & Chief Executive Officer. Your employment
in this capacity will begin immediately. While this letter is not a contractual
agreement, it does contain the major elements of our offer to you.
1. SALARY: Your starting salary will be $400,000 per year with, a
performance and salary review within the first six months of
employment in this role. 2. MANAGEMENT PERFORMANCE INCENTIVE PROGRAM
(BONUS): 60% of your base salary at 100% of Plan and increasing to
twice (120%) that amount for exceeding Plan.
3. CHANGE IN CONTROL: See attached document.
4. EQUITY: You will participate in the Company plan and receive stock
commensurate with your position at the time the plan is executed for
the management team. Additionally you will receive 50,000 Shares of
Phantom Stock based on the Stock price on the day you formally
accept the Board of Directors offer of this position (e.g. if the
Shares are trading at $15.00 per share on the effective date and
increase to $20.00 per share on May 1, 2009, the Company would pay
you $250,000 ($5.00 per share x 50,000 shares).
5. BOARD OF DIRECTORS: a seat on the Board of Directors is included in
this offer.
Page 2
Xxxx Xxxxx
December 12, 2006
It is important to reiterate that this letter is an offer of employment and in
no way should be construed to be an employment contract for a definite term.
Employment at The Penn Traffic Company is at will, subject to termination by
the Company or you at any time.
Xxxx, we look forward to working with you in your new capacity. If you have any
questions regarding this offer or the position, please contact me directly.
Sincerely,
/s/ Xxxx Xxxxx
Xxxx Xxxxx
Chairman, Compensation Committee
Member, Board of Directors
The Penn Traffic Company
Enclosure: Change in Control Agreement
cc: Xxxxxx Xxxxx, Chairman, Board of Directors
Xxxxxx Xxxxxxx, President & Chief Executive Officer
As agreement with the terms of this letter, please sign one copy of this letter
and retain a second copy for your files. Please return the original to my
attention ____________________________, 2006.
I, Xxxx Xxxxx, accept this offer of employment on this 12th day of December,
2006.
/s/ Xxxx Xxxxx
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(Signature)
