EXHIBIT 10.27
AMENDMENT TO EMPLOYMENT AGREEMENT
---------------------------------
This Amendment to Employment Agreement ("this Amendment") is made and
entered into as of the ______ day of August, 1999 by and between Certified
Grocers of California, Ltd., a California corporation ("the Company"), and
Xxxxxx X. Xxxxxxx ("the Executive").
WHEREAS, the Company and the Executive entered into an Employment Agreement
("the Employment Agreement") as of the fifth day of February, 1996, a copy of
which is attached as Exhibit "A".
WHEREAS, the Company and United Grocers, Inc. have entered into an
Agreement and Plan of Merger ("the Merger").
WHEREAS, the Company and the Executive desire, as of the effective date of
the Merger ("the Effective Date") to amend the terms and conditions of the
Employment Agreement as set forth in this Amendment.
WHEREAS, the Company desires, after the Effective Date, to continue to
employ the Executive upon the terms and conditions specified in the Employment
Agreement as amended by this Amendment, and the Executive desires to remain in
the employ of the Company upon such terms and conditions.
NOW, THEREFORE, in consideration of the foregoing and of the mutual
covenants herein contained, it is agreed as follows:
1. On and after the Effective Date, the Company hereby agrees to continue
to employ the Executive, and the Executive hereby agrees to remain in the employ
of the Company, upon the terms and conditions set forth in the Employment
Agreement as amended by this Amendment.
2. On the Effective Date of the Merger, the Employment Agreement is
amended as follows:
A. Section 2 is amended to read as follows:
"2. Term. Employment shall be for a term commencing on the
----
Effective Date and, subject to termination under
Section 8, expiring three (3) years thereafter.
Notwithstanding the previous sentence, this Agreement
and the
-1-
employment of the Executive shall be automatically
extended (subject to Section 8) for successive one-year
periods upon the terms and conditions set forth herein,
commencing on the first anniversary of the Effective
Date, and on each anniversary date thereafter, unless
either party to this Agreement gives the other party
written notice (in accordance with section 16) of such
party's intention to terminate this Agreement and the
employment of the Executive not less than eleven months
prior to the first anniversary date or prior to each
succeeding anniversary date thereafter, as applicable.
For purposes of this Agreement, any reference to the
"term" of this Agreement shall include the original
term and any extension thereof."
B. In the third line of Section 4 "Compensation", the words and
figure "$365,000 per annum" are amended to read "$500,000 per annum".
C. There is added to Section 4, subsection (c), as follows:
"(c) The Company will continue its existing CEO
Incentive Bonus Plan substantially as it now exists or
in such other form as will provide substantially
equivalent benefits to Executive."
-2-
3. Except as amended by this Amendment, the terms and conditions of the
Employment Agreement remain in effect.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year first above written.
Company: Executive:
CERTIFIED GROCERS OF
CALIFORNIA, LTD. _____________________________
XXXXXX X. XXXXXXX
By___________________________
XXX XXXX
Chairman of the Board
-3-
