SECOND AMENDMENT TO EMPLOYMENT AGREEMENT
This Second Amendment to Employment Agreement is made and entered into as of
January 7, 2000, by and between PriceSmart, Inc., a Delaware Corporation
("Employer") and Xxxxxxx X. Xxxxxxx ("Executive").
RECITALS
A) On December 15, 1997, an Employment Agreement was made and entered
into by and between Employer and Executive.
B) Effective as of January 12, 1999 said Employment Agreement was
amended, to provide that the base salary under said Employment
Agreement is increased, from $225,000 to $275,000.
C) Employer and Executive now desire to further amend the Employment
Agreement, as set forth hereinbelow:
AGREEMENT
1. Section 3.1 of the Agreement, which currently provides:
3.1 TERM. The term of Executive's employment hereunder
shall commence on January 12, 1998 and shall continue until January
11, 2000 unless sooner terminated or extended as hereinafter
provided (the "Employment Term").
is hereby amended, effective as of January 10, 2000, to provide as
follows:
3.1 TERM. The term of Executive's employment hereunder
shall commence on January 12, 1998 and shall continue until January
11, 2003 unless sooner terminated or extended as hereinafter
provided (the "Employment Term").
2. Section 4.1 of the Employment Agreement, which currently provides:
4.1 BENEFITS UPON TERMINATION. Upon termination of this
Agreement under Section 3.3 (Early Termination by Executive),
Section 3.4 (Termination for Cause) or Section 3.5 (Termination Due
to Death or Disability), all salary and benefits of Executive
hereunder shall cease immediately. Upon termination of this
Agreement by Employer for any reason other than those set forth in
Section 3.4 or Section 3.5, Executive shall be entitled to
continuation of Executive's base salary for one (1) year, payable
in equal installments in conformity with Employer's normal payroll
period. If this Agreement is not terminated, then, upon expiration
of the
Employment Term, and if Executive's employment by Employer
does not thereafter continue upon mutually agreeable terms,
Executive shall be entitled to continuation of Executive's base
salary for one (1) year, payable in equal installments in
conformity with Employer's normal payroll period; provided,
however, that Employer's obligation to pay such installments after
expiration of the Employment Term shall cease concurrently with
Executive having commenced comparable employment with, or Executive
receiving comparable compensation from, another employer. During
the period of this severance pay, Executive shall cooperate with
Employer in providing for the orderly transition of Executive's
duties and responsibilities to other individuals, as reasonably
requested by Employer.
is hereby amended, effective as of January 10, 2000, to provide as
follows:
4.1 BENEFITS UPON TERMINATION. Upon termination of this
Agreement under Section 3.3 (Early Termination by Executive),
Section 3.4 (Termination for Cause) or Section 3.5 (Termination Due
to Death or Disability), all salary and benefits of Executive
hereunder shall cease immediately. Upon termination of this
Agreement by Employer for any reason other than those set forth in
Section 3.4 or Section 3.5, Executive shall thereafter be entitled
to continuation of Executive's base salary through the period
ending January 11, 2003, payable in equal installments in
conformity with Employer's normal payroll schedule; provided,
however, that Employer's obligation to pay such installments after
such termination shall be reduced by the amount of the employment
compensation (if any) received by Executive from a subsequent
employer of Executive during said period. During the period of this
severance pay, Executive shall cooperate with Employer in providing
for the orderly transition of Executive's duties and
responsibilities to other individuals, as reasonably requested by
Employer.
3. All other terms of the Employment Agreement (as amended as of
January 12, 1999) shall remain unaltered and fully effective.
Executed in San Diego, California, as of the date first written above.
EXECUTIVE EMPLOYER
PriceSmart, Inc.
Xxxxxxx X. Xxxxxxx By: /s/ Xxxxxx X. Xxxx
/s/ Xxxxxxx X. Xxxxxxx Name: Xxxxxx X. Xxxx
Its: Executive Vice President
