Exhibit 10.1
AMENDMENT TO EMPLOYMENT AGREEMENT
Amendment dated as of September 17, 1996 (Amendment) to Employment
Agreement dated as of November 1, 1994 (Employment Agreement) between American
Stores Company, a Delaware corporation (Company) and Xxxxxx X. Xxxx (Executive).
The Company and Executive are collectively referred to as the Parties, and
individually as a Party.
WHEREAS, the Parties desire to amend certain provisions of the Employment
Agreement;
NOW THEREFORE, in consideration of the premises and their mutual agreements
hereinafter set forth, the Parties hereto agree as follows:
1. Section II-A of the Employment Agreement is hereby amended to read as
follows:
"II-A. The term of this Agreement shall expire on November 1, 2001,
provided, that the term shall be automatically extended for subsequent two-year
terms until terminated by written notice given by the Company at least three
years prior to the end of the term, or until terminated as described below."
2. Section IX-C of the Employment Agreement is hereby amended to read as
follows:
"IX-C. If Company terminates Executive's employment without cause or
Executive terminates employment because of Company's breach of a material
provision of this Agreement, the Company shall pay to the Executive in a lump
sum in cash within 30 days after the effective date of termination the aggregate
of the following amounts:
1. the sum of (i) the Executive's annual base salary through the date
of termination to the extent not theretofore paid and (ii) the prorated portion
of Executive's bonus that has been earned (despite any contrary provision in the
then-existing bonus plan), and a lump sum payment equal to the value of premiums
for COBRA coverage that is available to the Executive; and
2. the value of unpaid salary and target bonuses that would have been
paid under the remaining life of the contract had the breach and termination not
occurred.
If the Company had relocated Executive within twelve (12) months prior to the
date of termination under this Section IX-C, Company will relocate Executive
within the continental United States pursuant to the Company's relocation
policy; provided that Executive's relocation move is completed within twelve
(12) months from the date of termination. If the Executive's employment
terminates under Section IX-C, benefits under SLRRP shall be calculated as
though the Executive completed ten (10) years of service; all of the provisions
of Section VI-B of this Agreement shall continue to have full force and effect;
and the provisions of Section VIII-B3 ( the covenant not to compete for one year
following termination of employment) shall thereupon have no force or effect.
Notwithstanding the foregoing, all of the other provisions of Sections VI and
VII hereof shall remain effective. The foregoing payments and benefits shall be
in lieu of payments to which Executive might otherwise be entitled to under the
American Stores Termination Allowance Plan.
3. The Employment Agreement, as amended by this Amendment, constitutes the
entire agreement of the subject matter hereof and may not be amended unless by a
written agreement signed by the Parties.
4. This Amendment is made in and is governed by the laws of the State of Utah.
IN WITNESS WHEREOF, the Parties have executed this Amendment as of the date
first above written.
AMERICAN STORES COMPANY
By:
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Name: Xxxxxxxx X. XxXxxxxxx
Title: Chief Legal Officer
EXECUTIVE
_________________________________________
Xxxxxx X. Xxxx
