EXHIBIT 10.6
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ADDENDUM
XXXX X. XXXXXXX
EMPLOYMENT AND SEVERANCE BENEFITS AGREEMENT
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Pursuant to Section 12 of the Employment and Severance Benefits
Agreement, dated as of April 28, 1996, between RICHFOOD HOLDINGS, INC., a
Virginia Corporation (the "Company"), and Xxxx X. Xxxxxxx (the "Employee") (the
"Agreement"), and in accordance with Sections 1.01, 3.01, 3.02, 3.03, 3.04, 4.01
and 5.01 of the Richfood Supplemental Executive Retirement Plan, as amended and
restated as of December 2, 1998 (the "SERP"), and action taken by the Executive
Compensation Committee of the Board of Directors of the Company on December 2,
1998, this addendum constitutes specific written confirmation that the Agreement
and Employee's SERP benefit are modified as follows, effective December 2, 1998:
FIRST: Section 6 is amended by redesignating subsection (b) as
subsection (d) and revising it to read as follows:
Notwithstanding the above, upon any Change in Control of the
Company, Employee shall be entitled to receive a lump sum
payment in an amount equal to the present value of the benefit
Employee otherwise would have been entitled to receive upon
retirement under the SERP on or after December 1, 2007. The
amount of such lump sum payment shall be calculated in
accordance with Exhibit A attached hereto.
SECOND: Section 6 is amended, effective December 2, 1998, by adding
the following new subsections (b)and (c):
(b) Assuming Employee's continued employment with the Company or an
affiliate as of such date, Employee shall be entitled to and vested in the
following unreduced benefits under the SERP as of the indicated dates:
Percentage of Vested
Date Credited Monthly Compensation*
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December 1, 1998 40%
December 1, 2001 50%
December 1, 2007 70%
* Less applicable qualified plan and social security offsets.
(c) Employee may elect to retire or commence receiving his benefit (if
he is no longer employed on such date) under the SERP at any time on or after
December 1, 2007, and receive the vested benefit Employee has accrued under the
SERP as of such date.
THIRD: Exhibit A referred to in Subsection 6(d) of the Agreement is
revised as of the date of this Addendum in the form attached hereto and made a
part of the Agreement.
IN WITNESS WHEREOF, the Company has caused this Agreement to be duly
executed on its behalf, and Employee has duly executed this Agreement, all as of
December 2, 1998.
RICHFOOD HOLDINGS, INC.
By: /s/ Xxxx X. Xxxxxxx
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Executive Vice President and
Chief Financial Officer
XXXX X. XXXXXXX
/s/ Xxxx X. Xxxxxxx
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Xxxx X. Xxxxxxx
Attachment
