RESTATED EMPLOYMENT AGREEMENT
This Restated Employment Agreement (the 'Agreement'), effective as of April 23,
2004 is made and entered into by and between Koninklijke Ahold N.V. ('Ahold')
and Xxxx xx Xxxx ('Xx Xxxx').
WHEREAS
Xx Xxxx has joined Ahold at January 1, 2001 as member of its Executive Board,
with special responsibility for all Asian, Latin American and Central American
operating companies and joint ventures;
Xx Xxxx was intending to serve Ahold as a member of its Executive Board until
January 7, 2007 when he reaches the age of 62 years;
The accounting irregularities published on February 24, 2003 have caused Ahold
to divest its Asian, Latin American and Central American operations;
In view of these developments, Xx Xxxx has agreed, in close consultation with
the Supervisory Board, to resign from the Executive Board at age 60, curtailing
his expected employment term by approximately two years;
HAVE AGREED AS FOLLOWS:
1. Term of Employment
1.1 Xx Xxxx has agreed, in close consultation with the Supervisory Board,
to resign from the Executive Board effective January 7, 2005.
Subsequent thereto, Xx Xxxx will continue as an employee of Ahold to
and including June 30, 2005 in order to attend to the closing of Disco,
the closing of X. Xxxxxxx and other remaining matters in Latin America
and Central America (CARHCO).
2. Remuneration
2.1 During 2004 and until January 7, 2005, Xx Xxxx will enjoy all the
remuneration components attributable to Executive Board members
concerning bonuses, options and share-grants, all subject to the
general remuneration policy adopted by the shareholders' meeting of
Ahold on March 3, 2004. In addition, Xx Xxxx will be entitled to his
regular salary of EUR 637,080.73 per annum and to his representation
allowance.
2.2 As from January 7, 2005, Xx Xxxx will be entitled to his regular
salary as an Ahold employee but not to any further bonuses.
2.3 Xx Xxxx will be eligible for stock-option series 2005, subject to the
general remuneration policy adopted at the shareholders' meeting of
Ahold on March 3, 2004.
3. Miscellaneous
3.1 Ahold has made an extra contribution to Xx Xxxx'x Executive Board
pension for the amount of EUR 323,000. This contribution is equal to a
pension benefit of two extra service years.
3.2 Xx Xxxx is entitled upon resignation from the Executive Board to a
one-time payment of one-year gross base salary.
3.3 Xx Xxxx is entitled to continuation of the existing security package
by Ahold for his house for the period ending December 31, 2005.
3.4 Xx Xxxx is entitled to exercise stock-options granted to him to and
including 2004 and the stock-options to be granted to him in 2005 in
accordance with the exercise requirements applicable to each series.
3.5 Xx Xxxx may capitalise his Performance Share Grant Award 2004 on the
basis of the entire Performance Period 2004-2006.
4. Indemnification
4.1 Subject to the provisions of this paragraph, Ahold will indemnify and
hold harmless Xx Xxxx from and against any claims, damages, penalties,
fines, liabilities, obligations, losses, costs and expenses (including
court costs and reasonable attorney's and other professionals' fees and
disbursements) (collectively 'Damages') made against or incurred or
suffered by Xx Xxxx, in or outside the Netherlands, including without
limitation, the United States of America, as a result of or arising out
of any acts or decisions (including any failure to act or decide,
without regard to the nature or reasons of any such failure) of Xx Xxxx
in his capacity of managing director (statutair bestuurder) and/or
employee of Ahold and/or its affiliated companies, except if and to the
extent that such Damages and/or facts or circumstances that will or may
give rise to any such Damages are caused by intent (opzet) or
deliberate recklessness (bewuste roekeloosheid) according to Section
7:661 Dutch Civil Code or constitute serious misconduct (ernstig
verwijt) as such notion is interpreted in the context of Section 2:9
Dutch Civil Code.
4.2 The indemnification set out in this paragraph will not in any way
prejudice or mitigate any rights or recovery which Xx Xxxx may have
against the D&O liability insurer and/or any other third party in
relation to the Damages or the facts or circumstances that will or may
give rise to any such Damages, nor will this indemnification in any way
prejudice or mitigate the obligation of Xx Xxxx to seek any such
recovery, if available.
4.3 To the extent that Xx Xxxx recovers any monies in relation to the same
matter from the D&O liability insurer or any other third party, then Xx
Xxxx shall account to Ahold the amount so received (after deduction of
all costs and expenses incurred in procuring recovery) or, if less, the
amount paid by Ahold by way of indemnity (net of any taxes, if any).
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5. Applicable Law
5.1 This agreement is governed by Netherlands law.
Signed in two copies:
/s/ M.P.M. xx Xxxx /s/ Karel Vuursteen
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M.P.M. xx Xxxx on behalf of the Supervisory Board
