EXHIBIT 99.1
SEPARATION AND RELEASE AGREEMENT
This Separation and Release Agreement (this "Agreement") is entered
into by and between XXXXX SUPERMARKETS, INC. (the "Company") and XXXXXXX X.
XXXXXXXXX ("Xxxxxxxxx").
RECITALS
X. Xxxxxxxxx has been employed with the Company as Senior Vice
President, Chief Financial Officer and Treasurer pursuant to that certain
Employment Agreement dated August 3, 1999 (the "Employment Agreement").
Xxxxxxxxx and the Company have agreed that Xxxxxxxxx will retire from the
Company and that his last day of employment will be May 28, 2005.
B. The Company desires to engage Xxxxxxxxx to provide certain
consulting services following his retirement from the Company.
C. The Company and Xxxxxxxxx desire to resolve any issues with
respect to their respective rights and obligations under the Employment
Agreement and certain other agreements in accordance with the terms of this
Agreement.
D. In recognition of Xxxxxxxxx'x xxxxx service to the Company and in
consideration of Xxxxxxxxx'x release and waiver of claims that he may have
against the Company as provided in Section 10 hereof, and his compliance with
the other covenants of this Agreement, the Company is willing to provide certain
special benefits to Xxxxxxxxx in accordance with the terms of this Agreement. In
exchange for certain special benefits as described in this Agreement, Xxxxxxxxx
is willing to waive, and to release the Company from, rights or claims that he
may have against the Company as provided in Section 10 hereof, and to abide by
the covenants and provisions contained in this Agreement.
AGREEMENT
In consideration of the covenants and promises hereby provided, the
actions taken pursuant thereto, and other good and valuable consideration, the
receipt and sufficiency of which are hereby acknowledged, the Company and
Xxxxxxxxx agree as follows:
1. RETIREMENT/SEPARATION OF EMPLOYMENT. The Company and Xxxxxxxxx
agree that Xxxxxxxxx will retire and Xxxxxxxxx'x employment with the Company
will terminate effective May 28, 2005 (the "Separation Date"). Xxxxxxxxx hereby
resigns from his positions of Treasurer, Chief Financial Officer and Senior Vice
President of the Company, and from any and all other positions he has, or may
have, with the Company, its subsidiaries and its affiliates, effective as of the
Separation Date.
2. SALARY AND REIMBURSEMENTS.
a. The Company will pay Xxxxxxxxx his base salary through the
Separation Date, with final payment to be made in accordance with the
Company's standard payroll practices. Xxxxxxxxx acknowledges that, with
the exception of such final salary payment or as provided in Subsection
(b), the Company has paid him all salary and bonus payments to which he is
entitled in connection with his employment with the Company and that,
except as provided in this Agreement, including Subsection (b), Xxxxxxxxx
is not entitled to any additional compensation from the Company.
b. On or before the Separation Date, Xxxxxxxxx shall provide the
Company's CEO or his designee with a statement of professional expenses
incurred by Xxxxxxxxx for personal and estate tax and financial planning
services incurred on or before the Separation Date. To the extent that the
Company has not previously reimbursed Xxxxxxxxx for such expenses and that
total reimbursement for such expenses reimbursed in 2005 before the
Separation Date does not exceed $10,000, the Company shall reimburse
Xxxxxxxxx for such expenses within ten (10) business days of receiving the
statement of such expenses.
3. CONSULTING ENGAGEMENT. The Company agrees to engage Xxxxxxxxx,
and Xxxxxxxxx hereby accepts such engagement, as a consultant to provide certain
consulting services to the Company pursuant to the terms and conditions of the
Consulting Agreement attached hereto as Exhibit A and made a part hereof. The
Company and Xxxxxxxxx agree to execute the Consulting Agreement concurrently
with this Agreement becoming effective.
4. MEDICAL INSURANCE BENEFITS. The Company will offer continuation
coverage to Xxxxxxxxx and his present spouse pursuant to the Consolidated
Omnibus Budget Reconciliation Act of 1985 ("COBRA"), as amended. Xxxxxxxxx
agrees to elect COBRA continuation coverage for himself and his present spouse
and to maintain and pay the premiums for that continuation coverage for the
entire period for which continuation coverage is available to him under COBRA,
and the Company agrees to pay Xxxxxxxxx'x premium obligations for such COBRA
continuation coverage, plus an additional gross up payment as provided below.
Immediately following the end of the available period for COBRA continuation
coverage, the Company will provide Xxxxxxxxx and his present spouse with
Lifetime Medical Benefits. For purposes of this Agreement, the term "Lifetime
Medical Benefits" means coverage for Xxxxxxxxx and his present spouse for their
respective lifetimes under the Company's group medical plan, at no expense to
Xxxxxxxxx, as if Xxxxxxxxx had continued as an employee of the Company, provided
that such continued participation is possible under the terms and provisions of
the Company's group medical plan. Any future increases in medical plan benefits
available to employees of the Company generally shall also be provided to
Xxxxxxxxx and his present spouse. In the event that participation by Xxxxxxxxx
as a former employee, or by his present spouse, in the group medical plan is
barred, or if the benefits to Xxxxxxxxx and his present spouse (after taking
into account Medicare benefits provided by Title XVIII of the Social Security
Act) are reduced to a level below what they were immediately prior to the
Separation Date, or if the Company elects, in its sole discretion at any time,
to provide alternative coverage, the Company shall arrange to provide both
Xxxxxxxxx and his present spouse with benefits substantially similar to those
which they were receiving under the Company's group medical plan
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immediately prior to the Separation Date, such benefits to be provided at the
Company's expense by means of insurance policies or programs, including without
limitation, individual insurance policies, or if such policies or programs
cannot be obtained, from the Company's assets. The foregoing benefits shall
continue after the death of Xxxxxxxxx to his present spouse, if she survives
him, for her lifetime. If, at any time after the Separation Date, Xxxxxxxxx
should accept employment with another employer and if either Xxxxxxxxx or his
present spouse, or both, should become covered under that employer's medical
benefit plan, then, effective on the date that such coverage commences, the
obligation of the Company to provide any medical benefits to whoever of
Xxxxxxxxx or his present spouse, or both, is covered under the medical benefit
plan of the other employer shall terminate. Xxxxxxxxx agrees to promptly notify
the Company, in writing, in the event he should accept employment with another
employer as described in the immediately preceding sentence. In addition, if the
Company's payment of COBRA premiums or any medical benefits provided by the
Company to Xxxxxxxxx (or his present spouse) are subject to federal and/or state
income taxes, including the alternative minimum tax, the Company will pay to
Xxxxxxxxx (or his present spouse) the full amount of such taxes, plus such
additional amount as may be necessary so that the net payment after taxes is
sufficient to reimburse Xxxxxxxxx (or his present spouse) for all taxes imposed
on the provision of such premiums and medical benefits and the reimbursement
provided for by this sentence. The COBRA premium reimbursements payable to
Xxxxxxxxx pursuant to this Section shall be paid to Xxxxxxxxx at least three (3)
business days before such premium payment is due. Xxxxxxxxx has waived, however,
his right to the first seven monthly payments in exchange for a lump sum payment
equal to seven times the initial monthly payment, which shall be paid to
Xxxxxxxxx within ten (10) business days after the Separation Date. Xxxxxxxxx
agrees to take all actions and to execute all documents that may be necessary,
or reasonably requested by the Company, for the Company to fulfill its
obligations to provide the Lifetime Medical Benefits as contemplated by this
Section 4.
5. LIFE AND DENTAL INSURANCE. The Company's and Xxxxxxxxx'x
obligations with respect to COBRA continuation coverage under Section 4 shall
include dental insurance coverage. In addition, the Company will provide
Xxxxxxxxx with dental insurance coverage for a period of six (6) months
following the termination of COBRA continuation coverage and life insurance
coverage for a period of two (2) years after the Separation Date, at the same
levels that were in effect immediately prior to the Separation Date under the
Company's basic benefit life insurance and/or dental insurance plans or
policies. The Company shall have the option, at its sole discretion at any time,
to provide such life and/or dental insurance coverage through the Company's
group insurance plans, if available, or by means of alternative insurance
policies or programs, including without limitation, individual life and/or
dental insurance policies. Additionally, the Company may require Xxxxxxxxx to
exercise any conversion rights he may have with respect to the Company's group
life insurance or group dental insurance plans or policies in effect immediately
prior to the Separation Date to facilitate the Company's provision of life
and/or dental insurance coverage as contemplated by this Section 5. Xxxxxxxxx
agrees to take all actions and to execute all documents that may be necessary,
or reasonably requested by the Company, for the Company to obtain and/or provide
the life and/or dental insurance coverage as contemplated by this Section 5. In
lieu of the foregoing life and/or dental insurance coverage benefits, the
Company may, in its sole discretion at any time, pay Xxxxxxxxx an amount equal
to Xxxxxxxxx'x cost of obtaining comparable life and/or dental insurance
coverage for the
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applicable period. Subject to Section 19, such amounts shall be paid to
Xxxxxxxxx at least three (3) business days before such premium payment is due.
6. SPLIT DOLLAR INSURANCE. The Company and Xxxxxxxxx are parties to
that certain Split Dollar Insurance Agreement dated effective May 6, 1998 (the
"Insurance Agreement") pursuant to which Xxxxxxxxx became the owner of Life
Insurance Policy No. 011548680 (the "Policy") issued by Massachusetts Mutual
Life Insurance Company (the "Insurer") and Xxxxxxxxx assigned certain interests
in the Policy to the Company by entering into that certain Limited Collateral
Assignment dated effective May 6, 1998 (the "Collateral Assignment") to secure
repayment by Xxxxxxxxx of the Termination Amount (as defined in the Insurance
Agreement). The Company and Xxxxxxxxx desire to terminate the Insurance
Agreement and the Collateral Assignment on the following terms: (a) Xxxxxxxxx
will continue to be the owner of the Policy and retain all rights of ownership
in the Policy; (b) on a date not later than ten (10) business days after the
Separation Date, the Company will pay Xxxxxxxxx a xxxxx payment of Eighty-Four
Thousand Four Hundred Twenty-Six Dollars ($84,426.00), less all applicable
payroll tax withholdings; (c) on that same date, the Insurance Agreement will
terminate, and the Company shall release the Collateral Assignment and forgive
Xxxxxxxxx'x obligation to pay the Termination Amount (as defined in the
Insurance Agreement) and/or any other amounts that may be due to the Company
under the Insurance Agreement and/or the Collateral Assignment; and (d) the
Company and Xxxxxxxxx agree to take all further actions that may be reasonably
required by the Insurer to implement the termination of the Insurance Agreement
and the Collateral Assignment as contemplated by this Section 6.
7. SENIOR EXECUTIVE SUPPLEMENTAL RETIREMENT PLAN. Xxxxxxxxx is a
participant in the Xxxxx Supermarkets, Inc. 1999 Senior Executive Supplemental
Retirement Plan dated as of August 3, 1999, as amended by that First Amendment
To Xxxxx Supermarkets, Inc. 1999 Senior Executive Supplemental Retirement Plan
(as amended, the "Supplemental Retirement Plan"). The Company and Xxxxxxxxx
agree that Xxxxxxxxx is fully vested under the Supplemental Retirement Plan and
entitled to receive the Supplemental Retirement Benefit (as defined in the
Supplemental Retirement Plan) commencing as of the Separation Date. The payment
for each month shall be made at the beginning of the following month. Except as
expressly provided in this Section 7, this Agreement does not affect the
respective rights or obligations of the Company or Xxxxxxxxx under the
Supplemental Retirement Plan.
8. STOCK OPTION PLANS. This Agreement does not affect any rights
Xxxxxxxxx has, or may have, under any of the Company's existing stock option or
stock incentive plans, including without limitation, the Company's 1998 Stock
Incentive Plan (collectively, the "Stock Plans"); provided, however, the Company
and Xxxxxxxxx acknowledge and agree that Xxxxxxxxx'x separation of employment
constitutes a "retirement" for purposes of the Stock Plans.
9. RETIREMENT PLANS AND DEFERRED COMPENSATION PLAN. This Agreement
does not affect any rights Xxxxxxxxx has, or may have, under the Employees'
Pension Plan of Xxxxx Supermarkets, Inc. and Subsidiaries or the Xxxxx
Supermarkets, Inc. 401(k) Plan (together, the "Retirement Plans"). This
Agreement constitutes a waiver of Xxxxxxxxx'x rights under the Xxxxx Deferred
Compensation Plan (the "Deferred Compensation Plan"), in exchange
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for a lump sum payment, within ten (10) business days following the Separation
Date, of the March 31, 2005, balance in his Accounts under the Deferred
Compensation Plan.
10. GENERAL RELEASE OF CLAIMS. To the fullest extent permitted by
applicable laws, Xxxxxxxxx hereby generally, irrevocably and unconditionally
releases and forever discharges and covenants not to xxx the Company and all of
its subsidiaries and affiliates and all of its and their current and/or former
employees, officers, shareholders, directors, representatives and agents, and
all persons acting by, through, or under or in concert with any of them, both
individually and in their representative capacities (collectively, including
without limitation the Company, the "Company Released Parties") from any and all
complaints, claims, demands, liabilities, obligations, injuries, actions or
rights of action of any nature whatsoever (including without limitation claims
for damages, attorneys' fees, interest and costs), whether known or unknown,
disclosed or undisclosed, administrative or judicial, suspected or unsuspected,
that exist in whole or in part as of the date Xxxxxxxxx signs this Agreement,
including, but not limited to, any claims based upon, arising out of or in any
manner connected with Xxxxxxxxx'x employment with the Company or its
subsidiaries or affiliates, the separation of Xxxxxxxxx'x employment with the
Company or its subsidiaries or affiliates, or the Employment Agreement;
provided, however, the foregoing release/covenant not to xxx does not affect or
relinquish any of Xxxxxxxxx'x rights, or the Company's obligations, under this
Agreement, the Supplemental Retirement Plan, the Retirement Plans, the Deferred
Compensation Plan, or the Stock Plans. Without limiting the generality of the
foregoing, Xxxxxxxxx acknowledges that the foregoing release/covenant not to xxx
is to be construed as broadly as possible and includes, but is not limited to,
and constitutes a complete waiver of, any and all possible claims against the
Company Released Parties under the Age Discrimination in Employment Act of 1967
(29 U.S.C. Section 621 et seq.), as amended, and all other federal, state and
local laws and statutes, and all wrongful discharge or other state law claims
and all contract claims, tort claims or other theories of recovery. Should any
administrative agency or other person or entity bring a complaint, charge or
legal action on Xxxxxxxxx'x behalf against any of the Company Released Parties
based on any acts, omissions or events occurring up through the date Xxxxxxxxx
signs this Agreement, Xxxxxxxxx will notify such agency, person or entity
promptly that the matter has been resolved to his satisfaction and that he does
not wish to have the matter pursued. If such agency or other person or entity
independently determines to initiate or pursue a complaint, charge or legal
action on Xxxxxxxxx'x behalf against any of the Company Released Parties based
on any acts, omissions or events occurring up through the date Xxxxxxxxx signs
this Agreement, Xxxxxxxxx hereby waives any rights to, and will not accept, any
remedy obtained through the efforts of such agency, person or entity.
11. RETURN OF COMPANY PROPERTY. Xxxxxxxxx represents and covenants
(a) that he has returned to the Company, or will return to the Company on or
before the effective date of this Agreement all property belonging to the
Company or its subsidiaries or affiliates, including, but not limited to, keys,
access cards, files, equipment, business plans, financial statements, computer
disks or files, records and documents (in whatever form, written or electronic)
and/or any such other Company (or its subsidiaries or affiliates) property in
Xxxxxxxxx'x possession or custody or under Xxxxxxxxx'x control, and (b) that he
has not retained and will not retain copies of any the Company's (or its
subsidiaries' or affiliates') files, documents or other property.
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12. NON-DISCLOSURE OF CONFIDENTIAL AND PROPRIETARY INFORMATION.
Xxxxxxxxx acknowledges his continuing responsibilities to the Company with
respect to confidential and proprietary information and materials. Xxxxxxxxx
therefore agrees and covenants as follows:
a. Return of Confidential Information. Xxxxxxxxx has returned, or
will return on or before the effective date of this Agreement, to the
Company all originals and all copies (including all computer or other
electronically-stored data) of all materials of any kind whatsoever,
constituting or containing any "Confidential Information" which are or
were in Xxxxxxxxx'x possession or custody or under Xxxxxxxxx'x control
during Xxxxxxxxx'x employment up to and including the Separation Date. For
purposes of this Agreement, the term "Confidential Information" means any
and all of the Company's (or its subsidiaries' or affiliates') trade
secrets, confidential and proprietary information and all other non-public
information and data about Company (or its subsidiaries or affiliates)
including, without limitation, business methods and processes, product or
service data, pricing data, research and development information, sales
and marketing data, cost data, business plans, financial information,
personnel information, and confidential or proprietary information
received or acquired from the Company's business affiliates, joint
ventures, contractors, agents, vendors or suppliers, whether or not
reduced to writing or other tangible medium of expression, including work
product created by Xxxxxxxxx in rendering services to or for the Company
(or its subsidiaries or affiliates). The Company and Xxxxxxxxx agree that
Confidential Information shall not include any information that becomes
generally available to the public through no act or omission of Xxxxxxxxx.
b. Non-Disclosure of Confidential Information. Subsequent to
Xxxxxxxxx'x employment with the Company, Xxxxxxxxx will not, without the
prior written consent of the Company's CEO or his designee or as expressly
permitted by the Consulting Agreement, use or disclose to anyone any of
the Confidential Information. Xxxxxxxxx acknowledges and agrees that his
obligations hereunder are in addition to, and not in lieu of, any and all
confidentiality and/or non-disclosure agreements Xxxxxxxxx may have
executed during his employment with the Company.
13. INDEMNIFICATION. The Company agrees that, to the extent allowed
by applicable law and its corporate Bylaws, it will defend and indemnify
Xxxxxxxxx for any claim asserted by a third party against Xxxxxxxxx arising from
any act or omission that Xxxxxxxxx may have committed, provided such act or
omission by Xxxxxxxxx was committed by Xxxxxxxxx: (a) in his capacity as an
officer and employee of the Company; (b) in the scope and course of his
employment with the Company; and (c) in good faith. Xxxxxxxxx acknowledges and
agrees that the Company shall have the right, in its sole discretion, to control
the defense and disposition of any claim for which it has the obligation to
defend and indemnify Xxxxxxxxx under this Section 13. The Company agrees that it
will continue to cover Xxxxxxxxx under its directors' and officers' liability
insurance and other fiduciary insurance for acts performed by Xxxxxxxxx on or
before the Separation Date.
14. NON-DISPARAGEMENT. Xxxxxxxxx agrees and covenants that, except
as may be required by law or compelled by legal process, he will not make or
publish any statements that disparage, or damage the reputation of, any of the
Company Released Parties,
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and the Company agrees that, except as may be required by law or compelled by
legal process, neither the Company nor its executive officers will make or
publish any statements that disparage or damage the reputation of Xxxxxxxxx.
15. TERMINATION OF EMPLOYMENT AGREEMENT. The Company and Xxxxxxxxx
agree that the Employment Agreement is hereby terminated and of no further
effect.
16. COOPERATION. Xxxxxxxxx agrees that if the Company desires
Xxxxxxxxx to provide any information or testimony relating to any judicial,
administrative or other proceeding involving the Company or any of its
subsidiaries or affiliates, Xxxxxxxxx will cooperate in making himself
reasonably available for such purposes and will provide truthful information
and/or testimony. The Company agrees to reimburse Xxxxxxxxx for all necessary
and reasonable out-of-pocket expenses Xxxxxxxxx incurs in connection with such
matters. Should Xxxxxxxxx be served with a subpoena in any legal proceeding
relating to the Company or any of its subsidiaries or affiliates, Xxxxxxxxx
agrees: (a) to inform the Company immediately in writing of the subpoena; (b) to
cooperate with the Company and its attorneys in preparing for any hearings,
depositions or other formal process by which evidence is taken or received; and
(c) to provide truthful evidence in response to questions that are within the
scope of proper discovery. Xxxxxxxxx further agrees to comply with any
reasonable, lawful directions by the Company's attorneys should any litigation
relating to the Company or any of its subsidiaries or affiliates involve
Xxxxxxxxx as a witness.
17. NO OTHER SEVERANCE PLAN BENEFITS. Xxxxxxxxx acknowledges that,
except as expressly provided in this Agreement, he is not entitled to any other
severance payments or other benefits under any other plan or program that may be
maintained by the Company, and Xxxxxxxxx hereby waives any and all rights he may
have under any such plans or programs.
18. AGE ACT ADVISEMENTS. Xxxxxxxxx acknowledges that by the language
of this Agreement: (a) the Company has advised him that his employment with the
Company was covered by the Age Discrimination in Employment Act of 1967 (29
U.S.C. Section 621 et seq.), as amended; (b) the Company has advised him to
consult with an attorney prior to signing this Agreement; (c) the Company has
advised him that he has up to twenty-one (21) days to consider and accept this
Agreement by signing and returning this Agreement to the Company; (d) the
Company has advised him that for a period of seven (7) days following
Xxxxxxxxx'x signing of this Agreement, Xxxxxxxxx may revoke this Agreement by
written notice to the Company; and (e) this Agreement will not become binding
and enforceable until the 7-day revocation period has expired, without Xxxxxxxxx
having exercised his revocation right.
19. CODE SECTION 409A STANDARDS. The Company and Xxxxxxxxx
acknowledge and agree that, with respect to any payments under this Agreement
that are subject to Internal Revenue Code Section 409A, such payments are to be
effected in a manner that is consistent with the standards applicable for
non-qualified deferred compensation plans established by Internal Revenue Code
Section 409A and its interpretive regulations, including the transitional rules
under IRS Notice 2005-1. To the extent that payment of any amounts under the
terms of this Agreement would subject Xxxxxxxxx to xxxxx income tax inclusion,
interest or additional tax pursuant to Internal Revenue Code Section 409A, the
Company and Xxxxxxxxx
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agree that the timing and form of any such payment shall be changed to the
minimum extent necessary to avoid the gross income inclusion, interest or
additional tax pursuant to Internal Revenue Code Section 409A.
20. NO ADMISSION. This Agreement and the actions taken pursuant to
this Agreement do not constitute an admission by either party of any wrongdoing
or liability to the other party, and each party expressly denies any wrongdoing
or liability.
21. SUCCESSORS. This Agreement shall be binding upon and shall inure
to the benefit of the heirs, personal representatives, successors, and assigns
of each of the parties.
22. ENTIRE AGREEMENT. This Agreement constitutes the entire
agreement of the parties with respect to the subject matter addressed herein and
supersedes any prior agreements, understandings or representations, oral or
written, with respect to the subject matter addressed herein.
23. MODIFICATION. This Agreement may not be amended, supplemented,
or modified except by a written document signed by both Xxxxxxxxx and the
Company's CEO or his duly authorized designee.
24. FURTHER ACTION. Each of the parties to this Agreement shall use
such party's best efforts to take such actions, now and in the future, as may be
necessary or reasonably requested by the other party to carry out and consummate
the actions and transactions contemplated by this Agreement.
25. GOVERNING LAW. This Agreement shall be governed by and construed
and enforced in accordance with the laws of the State of Indiana. The Company
and Xxxxxxxxx agree that any legal action relating to this Agreement shall be
commenced and maintained exclusively before any appropriate state court of
record in Xxxxxxxx County, Indiana, or in the United States District Court for
the Southern District of Indiana, Indianapolis Division, and the parties hereby
submit to the jurisdiction and venue of such courts and waive any right to
challenge or otherwise object to personal jurisdiction or venue in any action
commenced or maintained in such courts.
26. SEVERABILITY. The provisions of this Agreement are severable,
and the invalidity of any one or more provisions shall not affect or limit the
enforceability of the remaining provisions. Should any covenant or provision be
held unenforceable for any reason, then such covenant or provision shall be
enforced to the maximum extent permitted by law.
27. NEGOTIATED AGREEMENT. This Agreement is the result of
negotiations between the parties, and no party shall be deemed the drafter of
this Agreement. The language of this Agreement shall in all cases be construed
as a whole, according to its fair meaning and not strictly for or against either
party.
28. COUNTERPARTS. This Agreement may be executed in one or more
counterparts (or upon separate signature pages bound together into one or more
counterparts), all of which taken together shall constitute but one agreement.
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29. ACKNOWLEDGMENT. Xxxxxxxxx acknowledges that he has read this
Agreement, that this Agreement provides him with considerations to which he
would not otherwise be entitled, that he has had the opportunity to consult with
his own attorney concerning this Agreement if he so chooses, and that he is
knowingly and voluntarily entering into this Agreement.
IN WITNESS WHEREOF, the Company and Xxxxxxxxx have executed this
Agreement on the dates indicated below intending it to be effective as stated in
Section 18.
XXXXXXX X. XXXXXXXXX XXXXX SUPERMARKETS, INC.
/s/ Xxxxxxx X. Xxxxxxxxx By: /s/ Xxxx X. Xxxxxx
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Xxxxxxx X. Xxxxxxxxx Xxxx X. Xxxxxx
Acting Chief Financial Officer
Date: May 20, 2005 Date: May 20, 2005
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ATTEST:
/s/ X. Xxxxxxxx Butt
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X. Xxxxxxxx Butt, Secretary
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