0001047469-13-003916 Sample Contracts

EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York

AGREEMENT (this “Agreement”) made as of March 28, 2013 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Larry Santoro, 20 Church Street, Greenwich, CT 06830 (the “Executive”).

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AMENDED AND RESTATED EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York

AGREEMENT (this “Agreement”) made as of March 28, 2013 (the “Effective Date”), by and between Fairway Group Holdings Corp., a Delaware corporation with an office at 2284 12th Avenue, New York, New York 10027 (the “Company”), and Linda Siluk, 93 Sherwood Street, Clifton, NJ 07013 (the “Executive”).

AMENDED AND RESTATED MANAGEMENT AGREEMENT
Management Agreement • April 4th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware

AMENDED AND RESTATED MANAGEMENT AGREEMENT (this “Agreement”), dated as of October 25, 2010, by and among Sterling Investment Partners Advisers, LLC, a Delaware limited liability company (“Sterling”), Fairway Group Holdings Corp., a Delaware corporation (“Parent”), and Fairway Group Acquisition Company, a Delaware corporation (“Sub”) and wholly-owned subsidiary of Parent (collectively with Parent, the “Company”).

EMPLOYMENT AGREEMENT
Employment Agreement • April 4th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • New York

WHEREAS, the Company and its subsidiaries (collectively, the “Fairway Group”) desire that Executive be employed to serve in an executive capacity with the Fairway Group, and Executive desires to be so employed by the Fairway Group, upon the terms and subject to the conditions herein set forth, effective as of the time of the Closing.

VOTING AGREEMENT
Voting Agreement • April 4th, 2013 • Fairway Group Holdings Corp • Retail-grocery stores • Delaware

This Voting Agreement (the “Agreement”) is made as of the 28th day of March, 2013, by and among Fairway Group Holdings Corp., a Delaware corporation (the “Company”), Daniel Glickberg (the “Stockholder”) and Sterling Investment Partners II, L.P. (the “Proxyholder”).

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