EXHIBIT 10.25
S E V E R A N C E A G R E E M E N T
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THIS SEVERANCE AGREEMENT is entered into effective as of this
6th day of September, 1995, by and between the Vons Companies, Inc.,
a Michigan corporation, ("Company") and Xxxxx X. Xxxxx ("Executive").
R E C I T A L S
A. Executive has accepted an offer of employment as Executive
Vice President of the Company contained in a letter from Xxxxxxxx X. Del
Santo dated September 6, 1995 (the "Offer Letter").
B. Executive and the Company desire to provide for the payment
of severance benefits to Executive as his exclusive remedy in the event
of termination of employment from the Company, as provided herein.
NOW, THEREFORE, in consideration for Executive agreeing to accept
employment with the Company, the Company and Executive hereby agree as
follows:
1. Either Executive or the Company may terminate Executive's
employment at any time. In any such event, the Company's sole
obligation to Executive shall be as follows:
(a) If Executive resigns other than for "Good Reason"
(as defined in subsection (c) below) or is terminated by the Company
for "Cause" (as defined in subsection (d) below), Executive shall be
paid any accrued but unused vacation and any earned but unpaid base
salary as of the date of termination and any benefits to which
Executive may be entitled under any Company benefit plan. Executive
Shall not be entitled to any other compensation whatsoever, including
any performance bonus, any unvested stock options or any retirement
benefits except as provided in the Company benefit plans other than
the Vons Companies, Inc. Severance Pay Plan, from which no benefits
will be paid.
(b) If Executive resigns for "Good Reason" (as defined
in subsection (c) below), or if the Company terminates Executive
other than for "Cause" (as defined in subsection (d) below), Executive
shall receive any accrued but unused vacation, any earned but unpaid
base salary and prorated performance bonus as of the date of termination,
any benefits to which Executive may be entitled under any Company
benefit plan, and one year of severance payments which shall be paid to
Executive pursuant to the Vons Companies, Inc. Severance Pay Plan, as
in effect as of this date, and in addition shall receive the following:
(1) salary continuance equal to his base
salary (but no performance bonus) through September 5,
1997, payable on normal payroll dates and without
interest, provided, however, that payments hereunder shall
not commence until all severance payments payable to
Executive under the Vons Companies, Inc. Severance Pay
Plan have been exhausted;
(2) continuation of medical and life (but not
disability) insurance benefits at the Company's expense
for as long as salary continuance or severance payments
are made.
(c) As used in this Agreement, "Good Reason" for
resignation shall mean (i) a substantial change in the nature, or
diminution in the status of, Executive's duties or position or
relocation of Executive's principal place of employment to any place
more than 50 miles from the office theretofore regularly occupied by
Executive; or (ii) a change in control of the Company resulting from
(a) the merger or consolidation of the Company with an entity that is
not a current stockholder of the Company as of the effective date of
this Agreement resulting in the holders of the Company's voting stock
immediately prior to such transaction holding less than fifty percent
(50%) of the total voting stock of the surviving corporation after
such transaction, or (b) any acquisition of stock by a person or
entity that is not a current stockholder as of the effective date of
this Agreement that results in that acquiring person or entity being
the beneficial owner of fifty percent (50%) or more of the Company's
voting stock.
(d) As used in this Agreement, "Cause" for
termination shall mean (i) embezzlement or fraud against the
Company; (ii) conviction of a felony which in the judgment of the
Board of Directors of the Company adversely affects the business or
reputation of the Company; (iii) conduct in wanton and knowing
disregard of corporate policy; and (iv) willful and continuous
failure, in the judgment of the Board of Directors, to perform
substantially the reasonably assigned duties with the Company after
written notice and reasonable opportunity to perform.
(e) If the termination of employment of Executive
shall occur by reason of a disability which qualifies as long-term
disability under the Company's long-term disability plan
("Disability Plan"), Executive shall be entitled to salary
continuance up to the date Executive becomes eligible to receive
such long-term disability benefits under the Disability Plan, but
no salary continuance thereafter.
2. The payments provided for herein shall be Executive's
sole and exclusive remedy in the event of his termination of
employment with the Company, and Executive expressly hereby waives
any other remedy, in law or in equity, which might otherwise be
available to him but for this Agreement.
3. The provisions of this Agreement shall terminate and be
null and void and of no further force or effect in the event of
Executive's death if such death occurs prior to termination of
employment which would trigger payments to be made hereunder.
4. This Agreement is intended to be construed and governed
in accordance with the provisions of the laws of the State of
California.
5. If any legal action or proceeding is brought to
enforce this Agreement, the successful or prevailing party shall
be entitled to recover reasonable attorney's fees and other costs
incurred in such action or proceeding, in addition to any other
relief to which such party may be entitled.
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6. This Agreement is subject to amendment only by
subsequent written agreement between, and executed by, the parties
hereto. Commencement or continuation of any custom, practice or usage
by the Company shall not constitute an amendment hereof or otherwise
give rise to enforceable rights or create obligations of the Company.
NOW, THEREFORE, the parties hereto have executed this
Agreement effective as of the date set forth in the first paragraph
of this Agreement.
/S/ XXXXX XXXXX
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Xxxxx X. Xxxxx
THE VONS COMPANIES, INC., a
Michigan corporation,
By /S/ XXXXXXXX DEL SANTO
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