EXHIBIT 10.2
AMENDED AND RESTATED EMPLOYMENT AGREEMENT
This Agreement, originally dated as of May 29, 1995 and amended
herein as of October 23, 1997, among Rose's Holdings, Inc. ("RHI" or
the "Company"), Rose's Stores, Inc. ("Rose's") (collectively, RHI and
Rose's are hereinafter referred to as the "Control Group"), and R.
Xxxxxx Xxxxxxxx, residing in Raleigh, North Carolina (the
"Executive").
WHEREAS, the Executive is currently employed by Rose's pursuant
to the Employment Agreement dated as of May 29, 1995 (the "Existing
Employment Agreement");
WHEREAS, pursuant to a restructuring of Rose's, Rose's has become
a wholly-owned subsidiary of RHI; and
WHEREAS, Rose's and the Executive desire to amend and restate
the Existing Employment Agreement (the "Agreement").
NOW, THEREFORE, in consideration of the premises and mutual
covenants and agreements contained herein, the parties agree as
follows:
1. Term of Employment. Except for earlier termination as
provided in Sections 4 through 11 hereof, the Executive's employment
under this Agreement shall continue in effect until May 28, 1998 (the
"Initial Term"). Subject to Sections 4 through 11 hereof, the Initial
Term shall be automatically extended for additional terms of
successive one-year periods (the "Additional Term(s)"), unless the
Company or the Executive gives written notice to the other party of
its intention not to extend this Agreement at least 90 days prior to
the expiration of the Initial Term or the current Additional Term, as
the case may be. The Initial Term and the Additional Term(s), if any,
shall be collectively referred to as the "Employment Term."
2. Duties and Services.
(a) During the Employment Term, the Executive shall serve as Chairman
of the Board of Directors of RHI (the "RHI Board" or the "Company
Board"), President and Chief Executive Officer of the Company, and
shall be the President, Chief Executive Officer and Chairman of the
Board of Directors of Rose's (the "Rose's Board"), reporting only to
the RHI Board and Rose's Board. The Executive agrees that in such
offices he shall perform such duties and functions as are commensurate
with his status as Chairman, President and Chief Executive Officer of
the Company and Rose's as may be determined by the RHI Board and/or
the Rose's Board from time to time. The Executive shall devote
substantially all of his working time, attention, skill and efforts
to the performance of his duties hereunder; provided, however, that
with the prior approval of the RHI Board, which it may grant or deny
in its sole
discretion, the Executive may serve on the board of directors of other
corporations, if such service does not conflict with his duties hereunder
or with his fiduciary duties to the Company or Rose's. In addition,
nothing herein shall prevent the Executive from managing his passive personal
investments and participating in charitable and civic endeavors as long as
such activities do not interfere in more than a de minimis manner with the
Executive's performance of his duties hereunder. The services to be performed
by the Executive pursuant to the terms of this Agreement shall be
rendered principally at the Control Group's principal offices;
provided, however, that the Executive shall be available for
reasonable business travel as the needs of the business require.
(b) Upon the request of the RHI Board, the Executive shall
also serve as an officer or director of any subsidiary or affiliate
of the Company or Rose's with no additional compensation.
3. Compensation, Benefits and Vacation.
(a) During the Employment Term, the Company and Rose's
shall pay the Executive, in accordance with their normal payroll
practices and subject to required withholding, a base salary at the
annual rate of not less than $425,000. Such annual salary rate shall
be reviewed by the RHI Board or its designee each year and upon such
review, the annual salary rate may be increased to such rate as shall
be considered appropriate and fixed by the RHI Board. The annual
salary rate and such annual increases shall collectively be referred
to as the "Base Salary."
(b) During the Employment Term, the Executive shall be
eligible to participate in such bonus, incentive or equity plans
maintained by the Company and/or Rose's from time to time for their
senior executives in accordance with the terms of such plans at the
time of participation. In the event that either (i) the Executive
is not eligible to participate in the annual incentive bonus plans
established by the Company and/or Rose's, or (ii) the Company and/or
Rose's has not established such plans, the Executive shall be eligible
to receive an incentive compensation bonus contingent upon the Company
and/or Rose's achieving targeted goals which are to be established by
the RHI Board from time to time, in its discretion.
(c) During the Employment Term, the Executive shall be
eligible to participate in all pension, health, insurance and fringe
benefit plans, as well as perquisites, maintained by the Company
and/or Rose's from time to time for their officers and directors in
accordance with the terms of such plans at the time of participation.
However, the Company and/or Rose's shall be under no obligation to
establish any such plan or otherwise to pay any such additional
compensation in lieu of a plan.
(d) During the Employment Term, the Executive shall be
entitled to reimbursement for all reasonable out-of-pocket travel and
entertainment expenses incurred in connection with the performance of
his duties hereunder, upon submission of appropriate documentation,
in accordance with the Company's and/or Rose's, as applicable,
policies for senior officers as then in effect.
(e) The Executive shall be entitled to four weeks vacation
for each fiscal year of the Company during the Employment Term, to be
taken at such time as is mutually convenient to the Executive and the
Company.
4. Death.
Upon the death of the Executive during the Employment Term,
the Employment Term shall terminate and the Company and Rose's shall
pay, as soon as administratively possible, the Executive's estate (or,
if properly designated under an applicable plan or arrangement, his
beneficiary) any accrued and unpaid amounts of Base Salary through the
date of termination, any unreimbursed travel and entertainment
expenses and a lump sum payment of One Million Dollars ($1,000,000).
In addition, all stock options and stock subject to vesting
requirements under any of the Company's and Rose's plans shall become
fully vested as of the date of the Executive's death. Upon such
payment and vesting, the Company and Rose's shall have no liability
or further obligations to the Executive's estate.
5. Disability. If the RHI Board reasonably shall determine
that the Executive has become physically or mentally incapable of
performing his material duties as provided in Section 2 hereof and
that such incapacity is likely to last for a period of at least six
months from the onset of such incapacity, the Company and Rose's may,
at their election at any time thereafter while the Executive remains
incapable of performing his duties, terminate the Employment Term and
the Executive's employment with the Control Group effective
immediately by giving the Executive written notice of such
termination. In such event, the Company and Rose's shall have no
obligation to the Executive except as follows:
(a) a lump sum payment equal to One Million Dollars
($1,000,000) to be paid to the Executive as soon as administratively
possible; and
(b) all stock options and stock subject to vesting
requirements under any of the Company's and Rose's plans shall become
fully vested as of the date of termination.
6. Cause.
(a) If the RHI Board shall determine that there are grounds
for terminating the Employment Term and Executive's employment with
the Control Group for "cause" (as hereinafter defined), the Company
may, at its election at any time within six months after the Company
shall obtain knowledge of the grounds for
termination, give the Executive notice of its intention to terminate the
Executive for cause, stating the grounds for termination and specifying
a reasonable date (the "Meeting Date") on which the Executive shall be given an
opportunity to discuss such grounds for termination at a meeting of
the RHI Board, if he so desires.
(b) If the grounds for termination are those specified in
clause (ii)(X), (iv) or (v) of paragraph (d) hereof, the Executive
shall have a period of ten days from the Meeting Date to cure the
neglect, refusal or breach, as the case may be, provided that if
similar grounds arise again within one year of such cure, no new
notice need be given and the Company, at its option, may immediately
terminate the Executive for cause.
(c) If the grounds for termination are those specified in
clauses (i), (ii)(Y) or (iii) of paragraph (d) hereof, it is
understood and agreed that no satisfactory cure is available. If,
following discussion with the Executive of the grounds for his
termination at the RHI Board meeting or, if the Executive does not
appear, following the RHI Board meeting, the Company shall continue
to be intent on discharging the Executive for cause on the grounds
specified in clause (i), (ii)(Y) or (iii) of paragraph (d), the
Company shall so notify the Executive, and such termination shall be
effective immediately.
(d) For purposes of this Agreement, the term "cause" shall
mean:
(i) the conviction (or plea of guilty or nolo
contendere) of the Executive of any felony, or of any crime
involving fraud, dishonesty or misappropriation, or moral
turpitude or, if any of the foregoing involves any member
of the Control Group, the commission of any of the foregoing
(other than good faith disputes involving expense account
items);
(ii) the Executive's (X) continued willful neglect of
his duties and responsibilities under this Agreement or (Y)
gross negligence;
(iii) the Executive's willful misconduct with regard
to the Control Group;
(iv) the Executive's refusal to follow the written
direction of the RHI Board and/or Rose's Board with regard
to the Executive's responsibilities as set forth herein; and
(v) material breach of any of the provision of this
Agreement by the Executive.
(e) If the Company shall terminate the Employment Term and
the Executive's employment with the Control Group pursuant to this
Section 6, the Company and Rose's shall have no liability or further
obligation hereunder except as provided in Section 9.
7. Good Reason. In the event that the Company or Rose's shall
(i) reduce the Executive's annual salary below the Base Salary, (ii)
materially change or diminish the duties and responsibilities of the
Executive as Chairman, President and Chief Executive Officer of RHI
and Rose's (except in connection with the termination of the
Executive's employment for cause, disability or death), (iii) assign
to the Executive duties and responsibilities inconsistent with his
positions, (iv) relocate the Company's and/or Rose's principal
executive offices to a location outside a 100-mile radius of Raleigh,
North Carolina, (v) give the Executive written notice of its intention
not to extend the Employment Term as provided in Section 1, or (vi)
breach a material provision of this Agreement (including without
limitation a failure to deliver a Direct Pay Letter of Credit to the
Executive in accordance with Section 12 hereto) (each of the
foregoing, a "Triggering Event"), then the Executive may give notice
to the Company of his intention to terminate the Employment Term and
the Executive's employment with the Control Group pursuant to this
Section 7, effective 60 days from the date of such notice, unless the
Company and/or Rose's shall have cured the default within such notice
period (or if the breach can be cured but is not capable of being
cured within 60 days, is diligently pursuing a cure). If the
Employment Term is terminated pursuant to this Section 7, the Company
and Rose's shall have no liability or further obligation hereunder
except as provided in Section 8. If the Executive does not notify the
Company of his intention to terminate within 90 days from the date
on which the Executive had knowledge of a Triggering Event, the
Executive shall be deemed to have waived his right to terminate based
on such Triggering Event but such waiver shall not prejudice his right
to terminate pursuant to this Section 7 based on the occurrence of a
subsequent Triggering Event.
8. Termination of Employment for Good Reason or Without Cause.
(a) In the event that (X) the Executive terminates the
Employment Term and his employment with the Control Group for good
reason pursuant to Section 7, or (Y) the Company terminates the
Employment Term and his employment with the Control Group other than
pursuant to Sections 4, 5 or 6, in which event the Employment Term
shall terminate on the date specified in such plan or proposal, or if
not specified, on the date of approval, then the Company and Rose's
shall have no obligation to the Executive except as follows:
(i) a lump sum payment to be made as soon as
administratively possible equal to One Million Dollars
($1,000,000)
(ii) all stock options and stock subject to vesting
requirements under any of the Company's and Rose's plans
held by the Executive which would vest within 60 days from
the date of termination shall become fully vested as of the
date of termination.
(b) The Executive shall not be required to mitigate the
amount of any payment or benefit provided for in this Section 8 by
seeking other employment nor shall any amount to be received by the
Executive pursuant to this Section 8 be reduced by any other
compensation earned.
9. Termination of Employment for Cause or Without Good Reason.
In the event that (i) the Company terminates the Employment Term for
cause pursuant to Section 6, or (ii) the Executive terminates the
Employment Term and his employment with the Control Group without good
reason (as described in Section 7) pursuant to a written notice of
resignation to the RHI Board, specifying a termination date that shall
be no sooner than 90 days after the submission of such notice, the
Executive shall be entitled to receive only his Base Salary through
the date of termination, any bonus that was due and payable at the
time of termination and any unreimbursed business expenses.
10. Change of Control.
(a) In the event of a Change of Control, as defined below,
the Executive may terminate the Employment Term and his employment
with the Control Group by giving 30-days written notice to the RHI
Board at any time during the six-month period following the date on
which the Change of Control event occurred. Such termination shall
be effective as of the date of such notice. In such event, or if the
Employment Term is terminated by the Company, without cause pursuant
to Section 6, or by the Executive during the seven-month period after
a Change of Control event for good reason pursuant to Section 7, the
Company and Rose's shall have no obligation to the Executive except
as follows:
(i) a lump sum payment to be made as soon as
administratively possible equal to One Million Dollars
($1,000,000)
(ii) all stock options and stock subject to vesting
requirements under any of the Company's and Rose's plans
held by the Executive shall become fully vested as of the
date of termination.
(b) For purposes of this Agreement, a "Change of Control"
shall be deemed to occur if (i) any "person" (as such term is defined
in Sections 3(a)(9) and 13 (d)(3) of the Exchange Act) (a "Person")
becomes a "beneficial owner" (as such term is defined in Rule 13d-3
promulgated under the Exchange Act) (a "Beneficial Owner") of
securities of the Company and/or Rose's representing
50.1% or more of the total combined voting power of the Company's and/or
Rose's then outstanding voting securities, (ii) the Company and/or Rose's
merges or is consolidated with any Person or substantially all of the
Company's and/or Rose's assets are sold or disposed of to a Person
other than (A) in a merger or consolidation which would result in the
voting securities of the Company and/or Rose's outstanding immediately
prior to such event to continue to represent (either by remaining
outstanding or by conversion into voting securities of the surviving
or parent entity) 50.1% or more of the combined voting power of the
voting securities of the Company and/or Rose's or such surviving or
parent entity outstanding immediately after such merger or
consolidation or (B) a merger or capitalization effected to implement
a recapitalization of the Company and/or Rose's (or similar
transaction) in which no Person is or becomes the Beneficial Owner,
directly or indirectly, of securities representing more than 50.1% or
more of the total combined voting power of the Company's and/or Rose's
then outstanding voting securities, or (iii) during any period of not
more than two consecutive years, individuals who at the beginning of
such period constitute the RHI Board, and any new director (other than
a director designated by a Person who has entered into an agreement
with the Company to effect a transaction described in (i) and (ii) of
this paragraph) whose election by the RHI Board or nomination for
election by the Company's stockholders was approved by at vote of at
least two-thirds of the directors then still in office who either were
directors at the beginning of the period or whose election or
nomination for election was previously so approved, cease for any
reason to constitute at least a majority thereof.
Notwithstanding the foregoing, an initial public offering of the
common stock of Rose's or a spinoff of the shares of common stock of
Rose's to RHI's stockholders whereby Rose's becomes a separate
publicly held corporation shall not be considered a Change of Control
of Rose's.
11. Termination on Account of Bankruptcy or Liquidation of
Rose's or the Company. If the Executive's employment with the Control
Group terminates during the Employment Term, whether voluntarily or
involuntarily, within three (3) years following: (i) the date of the
Company's or Rose's filing of a bankruptcy petition pursuant to
Chapter 7 or 11 of Title 11, Unites States Code, as amended (the
"Bankruptcy Code"); (ii) the filing of a bankruptcy petition against
the Company or Rose's pursuant to Chapter 7 or 11 or the Bankruptcy
Code (a) which is not dismissed within thirty (30) days of the filing
thereof, or (b) with respect to which an order for relief is entered
for any reason whatsoever; or (iii) approval by the RHI Board of the
liquidation of all or substantially all of the assets of the Company's
or Rose's, the Executive shall be entitled to receive the One Million
Dollar ($1,000,000) lump sum payment as soon as administratively
possible and accelerated vesting of all stock options and other stock,
all as described in Section 10 above.
12. Direct Pay Letter of Credit. The Company shall deliver to
the Executive an irrevocable direct pay letter of credit (the "Direct
Pay Letter of Credit") satisfying the requirements of this Section 12
simultaneously with the execution of this Agreement. The Direct Pay
Letter of Credit shall be in an amount equal to One Million Dollars
($1,000,000) and shall not expire prior to three (3) years after the
termination of this Agreement as described in Section 1 above. Upon
each May 28, the Company shall extend the expiration of the Direct Pay
Letter of Credit for one (1) additional year so that the above-
mentioned three (3) year period shall be preserved. The Executive
(or, if applicable, his personal representative) shall be entitled to
draw on the Direct Pay Letter of Credit upon presentation to the
issuing bank of a demand for payment signed by the Executive (or, if
applicable, his personal representative) stating (as applicable) that:
(i) the Executive is entitled to payment pursuant to Sections 5, 8,
10 or 11 of this Agreement, or (ii) the Executive's estate (or, if
applicable, his designated beneficiary) is entitled to payment
pursuant to Section 4 of this Agreement. There shall be no other
requirements (including no requirement that the Executive first make
demand for payment upon RHI or Rose's) with regard to payment of the
Direct Pay Letter of Credit. To the extent the Direct Pay Letter of
Credit is not adequate to cover the amounts owed the Executive for
any such amounts, RHI and Rose's shall remain jointly and severally
liable to the Executive for any such amount. To the extent any amount
is paid under the Direct Pay Letter of Credit it shall be credited
against any amounts RHI or Rose's then or thereafter would owe the
Executive under this Agreement. The Direct Pay Letter of Credit shall
be issued by a bank or trust company reasonably acceptable to RHI and
the Executive. RHI shall bear all costs relating to the Direct Pay
Letter of Credit.
13. Confidentiality and Non-Competition.
(a) The Executive acknowledges that as a result of his
employment by the Company and Rose's, the Executive will obtain secret
and confidential information as to the Control Group, that the Company
will suffer substantial damage, which would be difficult to ascertain,
if the Executive shall enter into Competition, as defined below, with
any member of the Control Group and that because of the nature of the
information that will be known to the Executive it is necessary for
the Company and Rose's to be protected by the prohibition against
Competition set forth herein, as well as the Confidentiality
restrictions set forth herein. The Executive acknowledges that the
provisions of this Agreement are reasonable and necessary for the
protection of the business of the Control Group and that part of the
compensation paid under this Agreement and the agreement to pay
severance in certain instances is in consideration for the agreements
in this Section 13.
(b) Competition shall mean: (i) participating, directly
or indirectly, as an individual proprietor, partner, stockholder,
officer, employee, director, joint venturer, investor, lender,
consultant or in any capacity whatsoever (in any country where any
member of the Control Group does business) in a business having retail
locations in the states of Delaware, Georgia, Kentucky, Maryland,
Mississippi, North Carolina, South Carolina, Tennessee, Virginia or
West Virginia in competition with any business conducted by any member
of the Control Group, with regard to which the Executive worked or
otherwise had responsibilities or had access to material confidential
information while employed by the Company and Rose's; provided,
however, that such participation shall not include (X) the mere
ownership of not more than one percent (1%) of the total outstanding
stock of a publicly held company; or (Y) the performance of services
for any enterprise to the extent such services are not performed,
directly or indirectly, for a business in the aforesaid competition;
or
(ii) recruiting, soliciting or inducing, any
nonclerical employee or employees of any member of the Control Group
to terminate their employment with, or otherwise cease their
relationship with, the Control Group or hiring or assisting another
person or entity to hire any nonclerical employee of the Control Group
or any person who had been a nonclerical employee of the Control Group
within six months before the date of solicitation. Notwithstanding
the foregoing, if requested by an entity with which the Executive is
not affiliated, the Executive may serve as a reference for any person
who at the time of the request is not an employee of the Control
Group.
(c) If any restriction with regard to Competition is found
by a court of competent jurisdiction, or an arbitrator, to be
unenforceable due to the length of time of the covenant, the range
of activities covered or the size of the geographic area, such
restriction shall be interpreted to extend over the maximum period
of time, range of activities or geographic area as to which it may
be enforceable.
(d) During and after the Employment Term, the Executive
shall hold in a fiduciary capacity for the benefit of the Control
Group all secret, proprietary or confidential information, knowledge
or data relating to the Control Group, and their respective
businesses, including any confidential information as to customers of
the Control Group, (i) obtained by the Executive during his employment
by the Control Group and (ii) not otherwise public knowledge or known
within the Company's or Rose's industry. The Executive shall not,
without prior written consent of the Company and Rose's, unless
compelled pursuant to the order of a court or other governmental or
legal body having jurisdiction over such matter, communicate or
divulge any such information, knowledge or data to anyone other than
the Company and Rose's and those designated by them. In the event the
Executive is compelled by order of a court or other governmental or
legal body to communicate or divulge any such information, knowledge
or data to anyone other than the Company and Rose's and those
designated by them, he shall
promptly notify the Company and Rose's of any such order and he shall
cooperate fully with the Company and Rose's in protecting such information
to the extent possible under applicable law.
(e) Upon termination of his employment with the Control
Group, or at any time as the Company and/or Rose's may request, the
Executive will promptly deliver to the Company and/or Rose's, as
applicable, all documents (whether prepared by a member of the Control
Group, the Executive or a third party) relating to the Control Group
or any of its businesses or property which he may possess or have
under his direction or control.
(f) During the Employment Term and, except in connection
with a termination by the Executive pursuant to Sections 7, 10 or 11,
or by the Company and Rose's without cause as defined in Section 6,
for one year thereafter, Executive will not enter into Competition
with the Control Group.
(g) In the event of a breach or potential breach this
Section 13, the Executive acknowledges that the Control Group will
be caused irreparable injury and that money damages may not be an
adequate remedy and agree that the Control Group shall be entitled
to injunctive relief (in addition to its other remedies at law) to
have the provisions of this Section 13 enforced.
14. Executive's Representation. The Executive represents and
warrants to the Company and Rose's that there is no legal impediment
to the performance by him of his obligations under this Agreement and
that entering into this Agreement and performing his contemplated
services hereunder will not violate any agreement to which he is a
party or any other legal restriction.
15. Independent Review. The Executive acknowledges that he has
been advised by the Company and Rose's to have the Agreement reviewed
by independent counsel and has been given the opportunity to do so.
16. Notice. Any notice or other communication required or
permitted hereunder shall be in writing and shall be delivered
personally, telecopy, or overnight courier against receipt to the
party to whom it is to be given at the address set forth in the
introductory paragraph of this Agreement (or to such other address
as the party shall have furnished in writing in accordance with the
provisions of this Section 16). Any notice or other communication
given by hand, telecopy or overnight courier shall be deemed given
at the time of receipt thereof.
17. Arbitration. Any dispute or controversy arising under or
in connection with this Agreement shall be settled exclusively by
arbitration conducted in New York under the Commercial Arbitration
Rules then prevailing of the American Arbitration Association and such
submission shall request the American Arbitration Association to: (i)
appoint an arbitrator experienced
and knowledgeable concerning the matter then in dispute, (ii) require the
testimony to be transcribed, (iii) require the award to be accompanied by
finding of fact and the statement for reasons for the decision, and (iv)
request the matter to be handled by and in accordance with the expedited
procedures provided for in the Commercial Arbitration Rules. The determina-
tion of the arbitrators, which shall be based upon a de novo interpretation
of this Agreement, shall be final and binding and judgment may be
entered on the arbitrators' award in any court having jurisdiction.
The Company and the Executive shall each pay 50% of the costs of the
American Arbitration Association and the arbitrator.
18. Assignment; Successors.
(a) The Executive's rights and benefits under this
Agreement are personal to him and such rights and benefits shall not
be subject to voluntary or involuntary assignment, alienation or
transfer, except to the extent such rights and benefits are lawfully
available to the Executive's spouse, beneficiary or estate upon his
death.
(b) The Company and Rose's shall require any successor
(whether direct or indirect, by purchase, merger, consolidation or
otherwise) to all or substantially all of the business or assets of
the Company or Rose's to expressly assume and agree in writing to
perform this Agreement in the same manner and to the same extent that
the Company and/or Rose's would be required to perform if such
succession had not taken place, or in the event the Company and/or
Rose's remains in existence after such purchase, merger consolidation
or otherwise, the Company and/or Rose's may continue to employ the
Executive under the terms hereof. Upon such assignment and
assumption, the Company and/or Rose's shall be released of any further
obligation or liability hereunder.
19. Governing Law. This Agreement shall be governed by and
enforce in accordance with the law of the State of North Carolina,
without regard to its conflict of law provisions.
20. Miscellaneous.
(a) This Agreement constitutes the entire agreement between
the parties hereto, and supersedes all prior agreements and
understandings, whether written or oral, with respect to the subject
matter hereof. No terms, conditions or provisions of this Agreement
may be changed, waived, modified or discharged unless such change,
waiver, modification or discharge is agreed to in writing by the
paries hereto. All references to any law shall be deemed also to
refer to any successor provisions to such laws.
(b) This Agreement may be executed in several counterparts,
each of which shall be deemed to be an original but all of which
together will constitute one and the same instrument.
(c) If any provisions of this Agreement shall be declared
to be invalid or unenforceable, in whole or in part, shall not affect
the remaining provisions hereof which shall remain in full force and
effect.
(d) The captions in this Agreement are for convenience
only and shall not be considered a part of or affect the construction
or interpretation of any provision of this Agreement.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date opposite each party's signature.
Date: _________, 1997 ROSE'S HOLDINGS, INC.
By:__________________________
Name:
Title:
Date: _________, 1997 R. XXXXXX XXXXXXXX
_____________________________
ROSE'S STORES, INC.
By:__________________________
Name:
Title:
R. XXXXXX XXXXXXXX
_____________________________
