Exhibit 10.1.
Conformed Copy
TERMINATION AND CONSULTING AGREEMENT
This Termination and Consulting Agreement by and among American Stores
Company, a Delaware corporation (the "Company"), ▇▇▇▇▇▇▇▇▇'▇, Inc., a
Delaware corporation ("Parent") and ▇▇▇▇▇▇ ▇. ▇▇▇▇ (the "Executive") is
dated as of the second day of August, 1998.
WHEREAS, the Company, Parent and Abacus Holdings, Inc. ("Sub") have
entered into an Agreement and Plan of Merger dated as of the second day of
August, 1998 (the "Merger Agreement"), pursuant to which the Company will
merge with Sub (the "Merger"), becoming a wholly owned subsidiary of
Parent; and
WHEREAS, the Executive and the Company are parties to an Amended and
Restated Employment Agreement dated as of December 9, 1997 (the "Employment
Agreement") and an Employment Agreement dated as of July 25, 1996, as
amended as of December 9, 1997 (the "Change of Control Agreement"), as well
as to various award agreements pursuant to the Company's 1997 Stock Option
and Stock Award Plan, 1989 Stock Option and Stock Award Plan, 1985 Stock
Option and Stock Award Plan and Employee Stock Purchase Plan (the "Stock
Award Agreements"), and the Executive is entitled to various benefits under
employee benefit plans, programs and policies of the Company (collectively,
the "Employee Benefits"), including without limitation the Supplemental
Executive Retirement Plan (the "SERP"); and
WHEREAS, it is acknowledged by the parties hereto that as a result of
the consummation of the Merger and the other transactions contemplated by
the Merger Agreement, as of the Effective Time (as defined in the Merger
Agreement), the Change of Control Agreement shall have become effective and
the Executive will have "Good Reason" to terminate his employment pursuant
to the Change of Control Agreement; and
WHEREAS, the Company and Parent have determined that it is in the best
interests of their respective shareholders to set forth, and the Executive
has agreed to set forth, their mutual agreement as to the rights and
entitlements of the Executive under the Employment Agreement, the Change of
Control Agreement and the Employee Benefits from and after the Effective
Time and to provide for the continuing availability to the Company and
Parent of the Executive's services and expertise following the Effective
Time, all on the terms and conditions set forth below;
NOW, THEREFORE, it is hereby agreed as follows:
1. Termination of Employment. (a) The Executive agrees not to
terminate his employment before the day after the Closing Date (as defined
in the Merger Agreement). Any termination of the Executive's employment
after the Effective Time shall be deemed to be a termination of his
employment for "Good Reason" under the Change of Control Agreement, with
the result that the Executive shall be entitled to the payments and
benefits set forth below in this Section 1. The date of such termination of
employment is hereinafter referred to as the "Date of Termination."
(b) The Company shall pay to the Executive in a lump sum in cash
within 30 days after the Date of Termination the aggregate of the following
amounts:
(i) the sum of (1) the Executive's Annual Base Salary (as defined
below) through the Effective Time to the extent not theretofore paid,
and (2) the product of (x) the higher of (I) the Recent Annual Bonus
(as defined below) and (II) the Annual Bonus (as defined below) paid
or payable, including any bonus or portion thereof which has been
earned but deferred (and annualized for any fiscal year consisting of
less than twelve full months or during which the Executive was
employed for less than twelve full months), for the most recently
completed fiscal year during the Employment Period, if any (such
higher amount being referred to as the "Highest Annual Bonus") and (y)
a fraction, the numerator of which is the number of days in the
current fiscal year through the Effective Time, and the denominator of
which is 365; and
(ii) the amount equal to the product of (1) three and (2) the sum
of (x) the Executive's Annual Base Salary and (y) the Highest Annual
Bonus; and
(iii) the amount of the Executive's Special Long-Range Retirement
Plan "(SLRPP") benefit as required by Section VI-B of the Employment
Agreement, it being acknowledged that such benefit will become 100%
vested upon the consummation of the Merger and that such benefit will
be payable in a lump sum in accordance with clause 6. of said Section
VI-B.
(c) For three years after the Date of Termination, or such longer
period as may be provided by the terms of the appropriate plan, program,
practice or policy, the Company shall continue to provide the Executive
and/or the Executive's family with "Welfare Benefits" (as defined below);
provided, however, that the benefits provided pursuant to this Section 1(c)
shall not duplicate any benefits required by Section 3(e) below.
(d) To the extent not theretofore paid or provided, or otherwise
specified in this Agreement, the Company shall timely pay or provide to the
Executive any other amounts or benefits required to be paid or provided or
which the Executive is eligible to receive under any plan, program, policy
or practice or contract or agreement of the Company and its affiliated
companies, including without limitation the SERP, in accordance with the
terms thereof.
2. Stock Awards. The Executive's Stock Awards shall be treated as
provided in the Merger Agreement, and in accordance with the terms of the
Stock Awards and the plans under which they were granted.
3. Post-Merger Services. (a) Parent shall cause the Executive to be
nominated to its Board of Directors (the "Board") for a term or terms
extending until the third annual meeting of Parent following the Effective
Time. While the Executive is a member of the Board, he shall serve as Vice
Chairman thereof.
(b) From the Date of Termination through the first anniversary thereof
or such shorter period as may be provided pursuant to Section 3(g) or (h)
below (the "Consulting Term"), in consideration for the compensation and
benefits provided for below, the Executive shall render one thousand hours
of service as follows: (i) the Executive shall make himself available to
Parent and the Company, at mutually convenient times and places, for such
consulting services as may be requested by the Board or the Chief Executive
Officer of Parent, in connection with long-range planning, strategic
direction, real estate strategy and integration and rationalization
matters; and (ii) the Executive shall serve as the industry representative
of Parent and the Company to the National Association of Chain Drug Stores
and CIES-The Food Business Forum.
(c) Parent shall pay the Executive a fee (the "Fee") of $70,834 per
month, payable monthly in advance, during the Consulting Term. In addition,
during the Consulting Term, the Executive shall be entitled to such other
perquisites (including expense reimbursement and transportation) as are
made available to senior executive officers of the Company in accordance
with the Company's policies and practices prevailing as of the date of this
Agreement. Without limiting the generality of the foregoing: (i) Parent
shall reimburse the Executive for all expenses incurred by him in the
performance of services hereunder, within thirty days of receipt by Parent
of invoices setting forth a description of the items for which
reimbursement is sought together with the cost or fair market value of such
items and copies of invoices, receipts, credit card statements and other
supporting documentation; (ii) during the Consulting Term, the Company's
corporate aircraft N718R shall remain based in Salt Lake City, and shall be
available for the use of the Executive and that of Company executives on a
basis consistent with the Company's practice on the date of this Agreement;
and (iii) when the Executive travels in the course of performing services
hereunder, he and ▇▇▇. ▇▇▇▇ shall be entitled to use such corporate
aircraft or to first-class travel by commercial airliner.
(d) As of the Date of Termination, the Company shall transfer to the
Executive title to the Company-owned vehicle that he currently uses.
(e) The Company shall purchase medical, dental, vision and
prescription drug coverage for the Executive and his spouse, ▇▇▇▇▇ ▇▇▇▇, at
least comparable to the coverage under the plans and programs in effect for
active employees of the Company in which the Executive participates as of
the date hereof. The premiums for such coverage shall be payable by the
Company for the lifetime of the Executive and for ▇▇▇. ▇▇▇▇'▇ lifetime. To
the extent any such premiums are considered taxable income to the Executive
or to ▇▇▇. ▇▇▇▇, the Company shall make a gross-up payment to the Executive
or ▇▇▇. ▇▇▇▇, as applicable, to make him or her whole on an after-tax
basis. The Executive shall have the opportunity afforded to all terminating
employees of the Company to convert, to the extent permitted, any group
life or accident coverage to an individual policy or program following the
Effective Time.
(f) From the Date of Termination through October 31, 2012 (or the date
of the Executive's death, if earlier), the Company shall (i) pay the
Executive $39,000 per year, increased as of each anniversary of the Date of
Termination to reflect increases in the Consumer Price Index since the Date
of Termination or the last such anniversary, as applicable, in lieu of
providing him with an office and related occupancy expenses, as provided
for in Section VI-D of the Employment Agreement, and (ii) shall employ, and
shall provide the Executive with the full-time services of, ▇▇▇ ▇▇▇▇▇, his
current executive assistant or, if ▇▇. ▇▇▇▇▇ voluntarily ceases to be an
employee of the Company, with (at the Executive's election) the full-time
services of another executive secretary of comparable qualifications
employed by Parent and loaned to the Executive, or with reimbursement, on a
net after-tax basis, of the direct and indirect costs (including without
limitation for benefits) incurred by the Executive in hiring another
executive secretary to render such services. During her employment with the
Company pursuant to the preceding sentence, ▇▇. ▇▇▇▇▇ shall receive an
annual salary at least equal to $55,000, increased as of each anniversary
of the Date of Termination to reflect increases in the Consumer Price Index
since the Date of Termination or the last such anniversary, as applicable,
or, if greater, as necessary to provide her with increases at least equal,
on a percentage basis, to the increases provided to similarly situated
executive secretaries of Parent.
(g) If the Executive should die or become permanently disabled before
the first anniversary of the Date of Termination, the Consulting Term shall
end on the date of such death or permanent disability, Parent shall pay to
the Executive's estate or to the Executive or his legal guardian, as
applicable, any portion of the Fee and any expense reimbursements pursuant
to Section 3(c) above that remain unpaid, and the provisions of this
Section 3 shall have no further force or effect.
(h) Parent may terminate the Consulting Term for Cause, in which event
the Executive shall not be required to render any further services and no
further monthly payments of the Fee shall be made. For purposes of this
Agreement, "Cause" shall mean:
(i) the willful and continued failure of the Executive to
perform substantially the Executive's duties under this
Section 3 (other than any such failure resulting from
incapacity due to physical or mental illness), after a
written demand for substantial performance is delivered
to the Executive by the Board or the Chief Executive
Officer of Parent which specifically identifies the
manner in which the Board or Chief Executive Officer
believes that the Executive has not substantially
performed the Executive's duties, or
(ii) the willful engaging by the Executive in illegal
conduct or gross misconduct which is materially and
demonstrably injurious to the Parent or the Company.
For purposes of this Section 3(h), no act or failure to act, on the part of
the Executive, shall be considered "willful" unless it is done, or omitted
to be done, by the Executive in bad faith or without reasonable belief that
the Executive's action or omission was in the best interests of Parent and
the Company. Any act, or failure to act, based upon authority given
pursuant to a resolution duly adopted by the Board or upon the instructions
of the Chief Executive Officer of Parent or based upon the advice of
counsel for Parent or the Company shall be conclusively presumed to be
done, or omitted to be done, by the Executive in good faith and in the best
interests of Parent and the Company. The Consulting Term shall not be
terminated for Cause unless and until there shall have been delivered to
the Executive a copy of a resolution duly adopted by the affirmative vote
of not less than three-quarters of the entire membership of the Board at a
meeting of the Board called and held for such purpose (after reasonable
notice is provided to the Executive and the Executive is given an
opportunity, together with counsel, to be heard before the Board), finding
that, in the good faith opinion of the Board, the Executive is guilty of
the conduct described in subparagraph (i) or (ii) above, and specifying the
particulars thereof in detail.
(i) The Executive's status during the Consulting Term shall be that of
an independent contractor and not, for any purpose, that of an employee or
agent with authority to bind the Company in any respect. All payments and
other consideration made or provided to the Executive under this Section 3
shall be made or provided without withholding or deduction of any kind, and
the Executive shall assume sole responsibility for discharging, and he
hereby agrees to indemnify and defend Parent and the Company against, all
tax or other obligations associated therewith.
4. Confidentiality. The Executive shall hold in a fiduciary capacity
for the benefit of Parent and the Company all secret or confidential
information, knowledge or data relating to the Company or any of its
affiliated companies, and their respective businesses, which shall have
been obtained by the Executive during the Executive's employment by the
Company or any of its affiliated companies, and all such information,
knowledge or data relating to Parent or any of its affiliated companies,
and their respective businesses, which shall have been obtained by the
Executive during the Executive's service as a consultant hereunder, and
which shall not be or become public knowledge (other than by acts by the
Executive or representatives of the Executive in violation of this
Agreement). After termination of the Consulting Term, the Executive shall
not, without the prior written consent of Parent or as may otherwise be
required by law or legal process, communicate or divulge any such
information, knowledge or data to anyone other than Parent and those
designated by it. In no event shall an asserted violation of the provisions
of this Section 4 constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement.
5. Noncompetition. During the Consulting Term and thereafter while he
is a member of the Board, without the consent of the Board, the Executive
shall not serve as an employee, officer, director (or in any other position
of comparable function) of, or consultant to any other business or entity
engaged in the retail grocery or drug store business which is in
competition with Parent, the Company, or their respective subsidiaries;
provided, that the foregoing shall not prevent the Executive from
continuing to serve as a member of the Boards of Directors on which he
currently serves. In no event shall an asserted violation of the provisions
of this Section 5 constitute a basis for deferring or withholding any
amounts otherwise payable to the Executive under this Agreement.
6. Indemnification. Parent and the Company agree to indemnify,
protect, defend and hold the Executive and his estate, heirs, and personal
representatives, harmless from and against any actual or threatened action,
suit or proceeding, whether civil, criminal, administrative or
investigative (hereinafter a "proceeding"), and all losses, liabilities,
damages and expenses, including reasonable attorney's fees incurred by
counsel reasonably designated or approved by him, in connection with this
Agreement or his services hereunder, provided that any consulting services
giving rise to such indemnification shall have been performed by the
Executive in good faith and, to the best of his knowledge, in a lawful
manner.
7. Certain Additional Payments. (a) Anything in this Agreement to the
contrary notwithstanding and except as set forth below, in the event it
shall be determined that any payment or distribution by Parent, the Company
or its affiliates to or for the benefit of the Executive (whether paid or
payable or distributed or distributable pursuant to the terms of this
Agreement or otherwise, but determined without regard to any additional
payments required under this Section 7) (a "Payment") would be subject to
the excise tax imposed by Section 4999 of the Code or any interest or
penalties are incurred by the Executive with respect to such excise tax
(such excise tax, together with any such interest and penalties, are
hereinafter collectively referred to as the "Excise Tax"), then the
Executive shall be entitled to receive an additional payment (a "Gross-Up
Payment") in an amount such that after payment by the Executive of all
taxes (including any interest or penalties imposed with respect to such
taxes), including, without limitation, any income taxes (and any interest
and penalties imposed with respect thereto) and Excise Tax imposed upon the
Gross-Up Payment, the Executive retains an amount of the Gross-Up Payment
equal to the Excise Tax imposed upon the Payments. Notwithstanding the
foregoing provisions of this Section 7(a), if it shall be determined that
the Executive is entitled to a Gross-Up Payment, but that the Payments do
not exceed 110% of the greatest amount (the "Reduced Amount") that could be
paid to the Executive such that the receipt of Payments would not give rise
to any Excise Tax, then no Gross-Up Payment shall be made to the Executive
and the Payments, in the aggregate, shall be reduced to the Reduced Amount.
(b) Subject to the provisions of Section 7(c), all determinations
required to be made under this Section 7, including whether and when a
Gross-Up Payment is required and the amount of such Gross-Up Payment and
the assumptions to be utilized in arriving at such determination, shall be
made by Ernst & Young LLP or such other certified public accounting firm as
may be designated by the Executive (the "Accounting Firm") which shall
provide detailed supporting calculations to Parent, the Company and the
Executive within 15 business days of the receipt of notice from the
Executive that there has been a Payment, or such earlier time as is
requested by Parent or the Company. In the event that the Accounting Firm
is serving as accountant or auditor for the individual, entity or group
effecting the Change of Control, the Executive shall appoint another
nationally recognized accounting firm to make the determinations required
hereunder (which accounting firm shall then be referred to as the
Accounting Firm hereunder). All fees and expenses of the Accounting Firm
shall be borne solely by Parent and the Company. Any Gross-Up Payment, as
determined pursuant to this Section 7, shall be paid by Parent or the
Company to the Executive within five days of the receipt of the Accounting
Firm's determination. Any determination by the Accounting Firm shall be
binding upon Parent, the Company and the Executive. As a result of the
uncertainty in the application of Section 4999 of the Code at the time of
the initial determination by the Accounting Firm hereunder, it is possible
that Gross-Up Payments which will not have been made by Parent or the
Company should have been made ("Underpayment"), consistent with the
calculations required to be made hereunder. In the event that Parent
exhausts its remedies pursuant to Section 7(c) and the Executive thereafter
is required to make a payment of any Excise Tax, the Accounting Firm shall
determine the amount of the Underpayment that has occurred and any such
Underpayment shall be promptly paid by Parent or the Company to or for the
benefit of the Executive.
(c) The Executive shall notify Parent in writing of any claim by the
Internal Revenue Service that, if successful, would require the payment of
the Gross-Up Payment. Such notification shall be given as soon as
practicable but no later than ten business days after the Executive is
informed in writing of such claim and shall apprise Parent of the nature of
such claim and the date on which such claim is requested to be paid. The
Executive shall not pay such claim prior to the expiration of the 30-day
period following the date on which it gives such notice to Parent (or such
shorter period ending on the date that any payment of taxes with respect to
such claim is due). If Parent notifies the Executive in writing prior to
the expiration of such period that it desires to contest such claim, the
Executive shall:
(i) give Parent any information reasonably requested by
Parent relating to such claim,
(ii) take such action in connection with contesting
such claim as Parent shall reasonably request in writing
from time to time, including, without limitation, accepting
legal representation with respect to such claim by an
attorney reasonably selected by Parent,
(iii) cooperate with Parent in good faith in order
effectively to contest such claim, and
(iv) permit Parent to participate in any proceedings
relating to such claim;
provided, however, that Parent shall bear and pay directly all costs and
expenses (including additional interest and penalties) incurred in
connection with such contest and shall indemnify and hold the Executive
harmless, on an after-tax basis, for any Excise Tax or income tax
(including interest and penalties with respect thereto) imposed as a result
of such representation and payment of costs and expenses. Without
limitation on the foregoing provisions of this Section 7(c), Parent shall
control all proceedings taken in connection with such contest and, at its
sole option, may pursue or forgo any and all administrative appeals,
proceedings, hearings and conferences with the taxing authority in respect
of such claim and may, at its sole option, either direct the Executive to
pay the tax claimed and ▇▇▇ for a refund or contest the claim in any
permissible manner, and the Executive agrees to prosecute such contest to a
determination before any administrative tribunal, in a court of initial
jurisdiction and in one or more appellate courts, as Parent shall
determine; provided, however, that if Parent directs the Executive to pay
such claim and ▇▇▇ for a refund, Parent shall advance the amount of such
payment to the Executive, on an interest-free basis and shall indemnify and
hold the Executive harmless, on an after-tax basis, from any Excise Tax or
income tax (including interest or penalties with respect thereto) imposed
with respect to such advance or with respect to any imputed income with
respect to such advance; and further provided that any extension of the
statute of limitations relating to payment of taxes for the taxable year of
the Executive with respect to which such contested amount is claimed to be
due is limited solely to such contested amount. Furthermore, Parent's
control of the contest shall be limited to issues with respect to which a
Gross-Up Payment would be payable hereunder and the Executive shall be
entitled to settle or contest, as the case may be, any other issue raised
by the Internal Revenue Service or any other taxing authority.
(d) If, after the receipt by the Executive of an amount advanced by
Parent pursuant to Section 7(c), the Executive becomes entitled to receive
any refund with respect to such claim, the Executive shall (subject to
Parent's complying with the requirements of Section 7(c)) promptly pay to
Parent the amount of such refund (together with any interest paid or
credited thereon after taxes applicable thereto). If, after the receipt by
the Executive of an amount advanced by Parent pursuant to Section 7(c), a
determination is made that the Executive shall not be entitled to any
refund with respect to such claim and Parent does not notify the Executive
in writing of its intent to contest such denial of refund prior to the
expiration of 30 days after such determination, then such advance shall be
forgiven and shall not be required to be repaid and the amount of such
advance shall offset, to the extent thereof, the amount of Gross-Up Payment
required to be paid.
8. Parent Guaranty. Parent hereby irrevocably, absolutely and
unconditionally guarantees the payment by the Company of all compensation
and benefits (the "Payments") that the Company is obligated to provided to
the Executive under this Agreement. This obligation of Parent is the
primary obligation of Parent, and the Executive may enforce this guarantee
against Parent without any prior enforcement of the obligation to make the
Payments against the Company.
9. Definitions. As used in this Agreement, the following terms shall
have the meanings indicated below:
(a) "Annual Base Salary" shall mean the Executive's annual base salary
paid by the Company and its affiliated companies (including any base salary
which was earned but deferred), at the highest rate in effect in respect of
the twelve-month period immediately preceding the month in which the
Effective Time occurs, but in no event less than $850,000.
(b) "Recent Annual Bonus" shall mean the Executive's target bonus in
effect for the year in which the Effective Time occurs under the Company's
incentive plans (both annual and long-term), but in no event less than
$595,000.
(c) "Welfare Benefits" shall mean all welfare benefit plans,
practices, policies and programs provided by the Company and its affiliated
companies (including, without limitation, medical, prescription, dental,
disability, employee life, group life, accidental death and travel accident
insurance plans and programs) to the extent applicable generally to other
peer executives of the Company and its affiliated companies, which such
plans, practices, policies and programs provide the Executive with benefits
shall be not less favorable, in the aggregate, than the most favorable of
such plans, practices, policies and programs in effect for the Executive at
any time during the 120-day period immediately preceding the Effective Date
or, if more favorable to the Executive, those provided generally at any
time after the Effective Date to other peer executives who remain active
employees of Parent, the Company or any of their respective subsidiaries;
provided, however, that if the Executive becomes reemployed with another
employer and is eligible to receive medical or other welfare benefits under
another employer provided plan, the medical and other welfare benefits
described herein shall be secondary to those provided under such other plan
during such applicable period of eligibility.
10. Successors. (a) This Agreement is personal to the Executive and
without the prior written consent of Parent shall not be assignable by the
Executive otherwise than by will or the laws of descent and distribution.
This Agreement shall inure to the benefit of and be enforceable by the
Executive's legal representatives.
(b) This Agreement shall inure to the benefit of and be binding upon
Parent, the Company and their respective successors and assigns.
(c) Parent and the Company shall each require any successor (whether
direct or indirect, by purchase, merger, consolidation or otherwise) to all
or substantially all of their respective businesses and/or assets to assume
expressly and agree to perform this Agreement in the same manner and to the
same extent that Parent or the Company (as applicable) would be required to
perform it if no such succession had taken place. As used in this
Agreement, "Parent" and the "Company" shall mean Parent and the Company,
respectively, as hereinbefore defined and any successor to their respective
businesses and/or assets as aforesaid which assumes and agrees to perform
this Agreement by operation of law, or otherwise.
11. Miscellaneous. (a) This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, without
reference to principles of conflict of laws. The captions of this Agreement
are not part of the provisions hereof and shall have no force or effect.
This Agreement may not be amended or modified otherwise than by a written
agreement executed by the parties hereto or their respective successors and
legal representatives.
(b) All notices and other communications hereunder shall be in writing
and shall be given by hand delivery to the other party or by registered or
certified mail, return receipt requested, postage prepaid, addressed as
follows:
If to the Executive:
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▇▇▇▇▇▇ ▇. ▇▇▇▇
▇.▇. ▇▇▇ ▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
If to Parent:
▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇.
▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇
If to the Company:
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▇▇▇ ▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇▇▇
▇▇▇▇ ▇▇▇▇ ▇▇▇▇, ▇▇ ▇▇▇▇▇
Attention: General Counsel or Secretary
or to such other address as either party shall have furnished to the other
in writing in accordance herewith. Notice and communications shall be
effective when actually received by the addressee.
(c) The invalidity or unenforceability of any provision (or portion
thereof) of this Agreement shall not affect the validity or enforceability
of any other provision (or portion thereof) of this Agreement.
(d) The Company may withhold from any amounts payable under this
Agreement such Federal, state, local or foreign taxes as shall be required
to be withheld pursuant to any applicable law or regulation.
(e) From and after the Date of Termination, this Agreement shall
supersede any other agreement between the parties with respect to the
subject matter hereof, including without limitation the Employment
Agreement and the Change of Control Agreement.
(f) This Agreement may be executed in several counterparts, each of
which shall be deemed an original, and said counterparts shall constitute
but one and the same instrument.
(g) This Agreement shall be null and void, ab initio, and of no
further effect if the Merger Agreement is terminated before the Effective
Time.
IN WITNESS WHEREOF, the Executive has hereunto set the Executive's
hand and, pursuant to the authorization from their respective Boards of
Directors, Parent and the Company have each caused these presents to be
executed in its name on its behalf, all as of the day and year first above
written.
/s/ ▇▇▇▇▇▇ ▇. ▇▇▇▇
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▇▇▇▇▇▇ ▇. ▇▇▇▇
AMERICAN STORES COMPANY
By /s/ ▇▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇▇▇
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▇▇▇▇▇▇▇▇▇'▇, INC.
By /s/ ▇▇▇▇▇▇▇ ▇. ▇▇▇▇▇▇▇
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