AMENDMENT TO EMPLOYMENT AGREEMENT
This Amendment to Employment Agreement (the "Amendment") is entered
into by and between Phar-Mor, Inc., a Pennsylvania corporation (the "Company")
and M. Xxxxx Xxxxxxxx (the "Employee") as of June 23, 1998 (the "Effective
Date").
WHEREAS, Employee is currently employed by the Company pursuant to a
written Employment Agreement dated as of June 5, 1997 (the "Existing
Agreement"); and
WHEREAS, the Company and the Employee desire to amend the Existing
Agreement.
NOW, THEREFORE, in consideration of the mutual promises and covenants
contained herein, the parties agree as follows:
1. Section I., EMPLOYMENT AND TERM, of the Existing Agreement is amended, to
wit, to provide that the Stated Term (the "Term") shall continue through June 4,
2000.
2. Section III., COMPENSATION, as it relates to sub-paragraph A., Base Salary,
shall be amended to provide that the base salary paid to Employee for the
contract year beginning June 5, 1999 through June 4, 2000 shall be $715,500.
3. Section III., COMPENSATION, as it relates to sub-paragraph C., Stock Options,
shall be amended to provide that the stock options granted to the Employee on
June 23, 1998 shall be treated as existing options under the existing Agreement
and not as additional options, so that such options shall immediately vest if at
any time the Employee's employment is terminated by the Company without Cause or
the Employee terminates employment with the Company for Good Reason.
4. Section IV., TERMINATION, as it relates to sub-paragraph F.3., Other Than for
Cause or by Reason of Death or Disability, shall be amended to provide that
notwithstanding anything to the contrary contained in this Agreement, should a
Change of Control occur during the first year of the term of this Agreement
involving any entity with which the Company is currently engaged and subject to
a confidentiality agreement, then such Change of Control shall be deemed to have
occurred in the second year of the term of this Agreement for the purpose of
calculating any payments due Employee hereunder
5. All other terms and conditions of the Existing Employment Agreement shall
remain the same and any defined terms used herein shall have the meaning as
defined in the Existing Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as
of the date first above written.
PHAR-MOR, INC.
By:_______________________________ _________________________________
Abbey X. Xxxxxx M. Xxxxx Xxxxxxxx
Co-Chairman and Chief
Executive Officer
By:_______________________________
Xxxxxx X. Xxxxxx
Co-Chairman and Chief
Executive Officer
