May 21, 1996
FROM: ▇▇▇▇▇▇ ▇. ▇▇▇▇
▇▇▇▇▇▇ ▇. ▇▇▇▇
TO: ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
RE: Employment Agreement
--------------------
Dear ▇▇. ▇▇▇▇▇:
This is to confirm our understanding regarding your employment with ▇▇▇▇
Markets, Inc. (the "Company"). The Company agrees to employ you until January
1, 2003 to perform such executive duties as may be determined and assigned to
you from time to time by the Board of Directors of the Company. The Company
will expect you during such time to diligently and conscientiously devote your
full time to such employment and to devote your best efforts in discharging
your duties of the Company.
During the term of your employment, for your services, the Company will
pay you a salary at a monthly rate of not less than $10,041.67 per month
(less all amounts required to be withheld and deducted), subject to increase
from time to time at the discretion of the Compensation Committee of the Board
of Directors. In addition, you will be entitled to continue to participate in
the Company's 401(k) Plan, SERP, Incentive Stock Option Plan and Stock
Appreciation Rights program, all other incentive, savings and retirement
plans, practices and programs applicable generally to other peer executives
of the Company and to continue to receive such coverage under the Company's
health, life, and disability insurance policies as has been provided to you
to date and to participate in any other welfare plans practice or policies
and to receive any other fringe benefits and vacation provided by the Company
to other peer executives of the Company.
If the Company experiences a change of control:
(i) as a result of the consummation of a reorganization, merger or
consolidation involving the Company, or sale or disposition of all or
substantially all of the assets of the Company unless, following such
transaction, all or substantially all of the persons with beneficial
ownership (as defined in Rule 13(d)-3 of the Securities and Exchange
Act of 1934, as amended (the "Act") aggregating 50% or more of the
Company's outstanding Common Stock as of the date of this Agreement
continue to own beneficially at least 50% of the successor
corporation's outstanding Common Stock (including a corporation which
as a result of such transactions owns all of or substantially all of
the assets of the Company),
(ii) as a result of the acquisition by any person or group (within the
meaning of Section 13(d)(3) or 14(d)(2) of the Act) of beneficial
ownership (within the meaning of Rule 13d-3 of the Act) aggregating
50% or more of the outstanding Common Stock of the Company, or
(iii) in the event that individuals who as of the date hereof constitute the
Board (the "Incumbent Board"), cease to constitute at least a majority
of the Board (provided that a director subsequently elected or
nominated for election contest or other threat to the composition of
the then Incumbent Board, shall be considered a member of the
Incumbent Board),
and if, following such change of control (a) your employment is terminated
other than for Cause (defined below), or (b) you are asked to relocate
geographically to a location that is outside of a 60-mile radius from the
present location of the Company, or (c) your responsibilities or status are
substantially diminished from those which you had within the six months prior
to the change of control (excluding for this purpose an isolated,
insubstantial and inadvertent action which is remedied promptly following
notice thereof given by you) (such events described in (a), (b) or (c)
hereinafter being referred to as a "Termination"), you may terminate your
employment with the Company.
Following a termination under such circumstances, the Company will
continue to pay you, for the balance of the term of this Agreement, on the
same periodic basis as your salary was paid to you prior to the date of
Termination, an amount (less all amounts required to be withheld and
deducted) equal to the higher of (I) the rate of salary you were receiving
from the Company as of immediately preceding the date of such change of
control, or (ii) the rate of salary you were receiving from the Company as of
immediately preceding the date of such Termination. You will also be entitled
to receive such benefits as you were vested in as of the date of Termination.
Subject to the limitations in the following sentence, the Company will provide
you, at no cost to you, with health coverage comparable to that which you had
prior to the change of control, for the term of the contract, or the first day
of the first month in which you obtain new employment providing health
benefits coverage. The Company will attempt to continue your coverage under
its then-existing health insurance policy to the extent permitted by the
insurance company and by law or, if not so permitted, the Company will seek
alternative comparable coverage.
In the event that, following such Termination and before January 1, 2003,
you become employed by a third party as an employee, consultant, independent
contractor, agent or otherwise, any amounts owed to you under this Agreement
as periodic payments, shall be reduced by an amount equal to any amounts
received from such third party.
For purposes of this Agreement, the term "Cause" shall mean death,
prolonged disability, conviction of a felony, the commission of an act
resulting in your personal enrichment at the expense of the Company, or other
illegal or gross misconduct that is materially and demonstrably injurious to
the Company.
2
This Agreement may be terminated by the Company at any time for Cause.
This Agreement shall be binding upon and inure to the benefit of both parties
and on all successors and assigns of the Company, shall be governed by the law
of Pennsylvania and may only be amended by a writing signed by both parties.
If this letter correctly describes our understanding, please sign two
copies of this letter and return a copy to my attention.
Sincerely,
//▇▇▇▇▇▇ ▇. ▇▇▇▇ //▇▇▇▇▇▇ ▇. ▇▇▇▇
-------------------- ---------------------
▇▇▇▇▇▇ ▇. ▇▇▇▇ ▇▇▇▇▇▇ ▇. ▇▇▇▇
Chairman & Treasurer President
Agreed to and Accepted
//▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇ Date: May 21, 1996
----------------------
▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇
3
