[CONFORMED COPY]
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and
entered into as of January 24, 1995, between KASH N' KARRY FOOD
STORES, INC., a Delaware corporation (the "Company"), and RONALD
JOHNSON (the "Employee").
WHEREAS, the Company and the Employee desire to enter into
this Agreement to assure the Company of the services of the
Employee for the benefit of the Company and to set forth the
respective rights and duties of the parties hereto;
WHEREAS, the Company is in the business of owning, operating
and managing supermarkets and retail liquor, food, grocery and
warehouse format stores in Florida and may, in the future, own,
operate and manage additional supermarkets or retail liquor, food,
grocery or warehouse format stores in or outside of Florida (such
business, present and future, being hereinafter referred to as the
"Business");
NOW, THEREFORE, in consideration of the premises and the
mutual covenants, terms and conditions set forth herein, the
Company and the Employee agree as follows:
ARTICLE 1
Employment
1.1 Employment and Title. The Company hereby employs the
Employee, and the Employee hereby accepts such employment as the
Chief Executive Officer and President of the Company, upon the
terms and conditions set forth herein.
1.2 Services.
(a) During the Term (as hereinafter defined) hereof, the
Employee agrees to perform diligently and in good faith such duties
and services for the Company under the direction of the Board of
Directors of the Company (the "Board of Directors") as are
consistent with the position of Chief Executive Officer and
President of the Company. The Employee agrees to devote his best
efforts and all of his full business time, energies and abilities
to the services to be performed hereunder and for the exclusive
benefit of the Company; provided, that this clause shall not be
construed to prevent the Employee from personally, and for his own
account, trading in stocks, bonds, securities, real estate, or
other forms of investment for his own benefit, so long as any such
activity does not materially interfere with the performance of his
duties hereunder, and, provided, further, that Employee shall be
entitled to engage in those further activities permitted under
Section 1.4. The Employee shall be vested with such authority as
is generally concomitant with the position to which he is
appointed, provided, that the Employee shall have no authority to
do any of the following without the express authority and approval
of the Board of Directors:
(i) acquire on behalf of, or dispose of the
Company's interest in, (by lease or otherwise) any real property or
interest in real property, except in the ordinary course of
business;
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(ii) dispose of supermarkets, liquor stores, grocery
stores, food stores, warehouse stores or any substantial portion of
the Business of the Company or any significant part of its assets,
except in the ordinary course of its business;
(iii) acquire supermarkets, liquor stores, grocery
stores, food stores, warehouse stores or other businesses on behalf
of the Company, except in the ordinary course of business;
(iv) incur indebtedness on behalf of the Company,
except in the ordinary course of business; or
(v) expend sums in excess of the amounts set forth
in a periodic budget as developed and approved by the Board of
Directors, except in the ordinary course of business or to meet
emergencies, provided that in such case the Employee shall notify
the Board of Directors as promptly as practicable after the
expenditure has been made.
(b) The Employee shall communicate and report to the
Board of Directors on a periodic basis as to the operations,
financial condition and plans of the Business.
1.3 Location. The principal place of employment and the
location of the Employee's principal office and ordinary place of
work shall be in Tampa, Florida; provided, however, the Employee
shall, when requested by his superiors, or may, if he determines it
to be reasonably necessary, temporarily perform services outside
said area as are reasonably required for the proper performance of
his duties under this Agreement.
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1.4 Exclusivity. The Employee shall not, without the prior
written consent of the Company, directly or indirectly, during the
term of this Agreement render services of a business, professional
or commercial nature to any other person or entity, whether for
compensation or otherwise.
1.5 Representations. Each party represents and warrants to
the other that he/it has full power and authority to enter into and
perform this Agreement and that his/its execution of and
performance of this Agreement shall not constitute a default under
or breach of any of the terms of any agreement to which he/it is a
party or under which he/it is bound. Each party represents that no
consent or approval of any third party is required for his or its
execution, delivery and performance of this Agreement. The
Employee further represents and warrants to the Company that he is
free to accept this employment, and that he has no other
obligations or commitments of any kind to any one which would in
any way hinder or interfere with his acceptance of, full
performance of his obligations under, or exercise of his best
efforts with respect to, this Agreement.
ARTICLE 2
Term
2.1 Term. The term of the Employee's employment hereunder
(the "Term") shall commence on January 24, 1995 (the "Commencement
Date") and shall continue until (but not including) the third
anniversary of the Commencement Date (the "Scheduled Termination
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Date") unless earlier terminated pursuant to the provisions of this
Agreement. On or before July 24, 1997, the parties agree to begin
negotiating the terms of the Employee's employment, if any, after
the Scheduled Termination Date.
ARTICLE 3
Compensation
3.1 Salary. As compensation for the services to be rendered
by the Employee, the Company shall pay the Employee, during the
Term of this Agreement, an annual salary in the amount of Three
Hundred Twenty-five Thousand Dollars ($325,000), which salary shall
accrue weekly (prorated for periods less than a week) and shall be
payable in equal weekly installments, in arrears.
3.2 Other Compensation. During the Term hereof, the Employee
shall be entitled to participate, on a basis proportionate to the
participation of the other executive officers of the Company, in
any compensatory plan, contract or arrangement that is available to
the Company's most senior executive officers from time to time
during the Term hereof, including, but not limited to (a) the
Company's current bonus plan, generally referred to as the
Incentive Compensation Plan, as in effect on the Commencement Date,
and (b) a management stock option plan to be adopted by the Company
on such terms as shall be hereafter determined by the Board of
Directors (the "Proposed Stock Option Plan"). When the Company
adopts the Proposed Stock Option Plan, the Company will grant to
the Employee thereunder options to purchase one percent (1%) of the
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then outstanding common stock of the Company on a fully-diluted
basis, on the terms set forth therein. Also, for purposes of
determining the Employee's Target Bonus under the Incentive
Compensation Plan, for the fiscal year ending in 1995, the parties
agree that the Employee's Target Percentage will be not less than
fifty percent (50%), and that the Employee's base salary under the
plan will be the Employee's annual salary under this Agreement,
prorated over the last two (2) quarters of that fiscal year.
3.3 Benefits and Perquisites. The Employee shall be
entitled, during the Term hereof, to the same medical, hospital,
dental and life insurance coverage and benefits, vacations, and
other perquisites, as are available to the Company's most senior
executive officers on the Commencement Date or benefits that are
substantially comparable; provided, however, that Employee shall be
entitled to a two (2) weeks vacation in the fiscal year ending in
1995, which he may take at any time.
3.4 Withholding. Any and all amounts payable under this
Agreement, including, without limitation, amounts payable in the
event of the termination hereof under Sections 7.3 and 7.4 hereof,
are subject to withholding for such federal, state and local taxes
as the Company in its reasonable judgment determines to be required
pursuant to any applicable law, rule or regulation.
3.5 Annual Review. No less frequently than annually, the
Board of Directors shall review the Employee's performance of his
duties and services under this Agreement, and may, commensurate
with the Employee's and the Company's performance, increase, but
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not decrease, the salary, stock options, other compensation and
benefits payable to the Employee under this Agreement during the
remaining Term.
ARTICLE 4
Working Facilities, Expenses and Insurance
4.1 Working Facilities and Expenses. The Employee shall be
furnished with an office at the principal office of the Company, or
at such other location as may be agreed to by the Employee and the
Board of Directors, and other working facilities and secretarial
and other assistance suitable to his position and adequate for the
performance of his duties hereunder. The Company shall reimburse
the Employee for all the Employee's reasonable expenses incurred
while employed and performing his duties under and in connection
with the terms and conditions of the Agreement, subject to the
Employee's full appropriate documentation, including, without
limitation, receipts for all such expenses in the manner required
pursuant to Company's policies and procedures and the Internal
Revenue Code.
4.2 Insurance. The Company may secure in its own name or
otherwise, and at its own expense, life, disability and other
insurance covering the Employee or the Employee and others, and the
Employee shall not have any right, title or interest in or to such
insurance other than as expressly provided herein. The Employee
agrees to assist the Company in procuring such insurance by
submitting to the usual and customary medical and other
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examinations to be conducted by such physician(s) as the Company or
such insurance company may designate and by signing such
applications and other written instruments as may be required by
the insurance companies to which application is made for such
insurance.
ARTICLE 5
Illness or Incapacity
5.1 Right to Terminate. If, during the Term of this
Agreement, the Employee shall be unable to perform in all material
respects his duties hereunder for a period exceeding one hundred
twenty (120) consecutive calendar days, or a total of one hundred
eighty-six (186) non-consecutive calendar days, by reason of
illness or incapacity, this Agreement may be terminated by the
Company at its election pursuant to Section 7.2(b) hereof.
5.2 Right to Replace. If the Employee's illness or
incapacity, whether by physical or mental cause, renders him unable
for a minimum period of 30 consecutive calendar days to carry out
his duties and responsibilities as set forth herein, the Company
shall have the right to designate a person to temporarily succeed
the Employee in the capacity described in Article 1 hereof;
provided, however, that if the Employee returns to work from such
illness or incapacity within the six (6) month period following his
inability due to illness or incapacity, he shall be entitled to be
reinstated in the capacity described in Article 1 hereof with all
duties and privileges attendant thereto.
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5.3 Rights Prior to Termination. The Employee shall be
entitled to his full remuneration and benefits hereunder during
such illness or incapacity unless and until an election is made by
the Company to terminate this Agreement in accordance with the
provisions of this Article.
ARTICLE 6
Confidentiality
6.1 Confidentiality. During the Term of this Agreement and
at all times thereafter, the Employee agrees to maintain the
confidential nature of all trade secrets, including, without
limitation, development ideas, acquisition strategies and plans,
financial information, records, "know-how", methods of doing
business, customer, supplier and distributor lists and all other
confidential information of the Company. The Employee shall not be
obligated to maintain the confidential nature of information the
disclosure of which is required by law or which already is in the
public domain. The Employee shall not use (other than in
connection with his employment), in any way whatsoever, such trade
secrets except as authorized in writing by the Company. The
Employee shall, upon terminating his employment, deliver to the
Company any and all records, books, documents or any other
materials whatsoever (including all copies thereof) containing such
trade secrets, which shall be and remain the property of the
Company.
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6.2 Non-Removal of Records. All documents, papers,
materials, notes, books, correspondence, drawings and other written
and graphical records relating to the Business of the Company which
the Employee shall prepare or use, or come into contact with, shall
be and remain the sole property of the Company and shall not be
removed from their respective premises without the Company's prior
written consent.
ARTICLE 7
Termination
7.1 Termination For Cause. This Agreement and the employment
of the Employee may be terminated by the Company "For Cause" in any
of the following circumstances:
(a) The Employee has committed any act or acts of fraud
or misappropriation that result in or are intended to result in his
personal enrichment at the expense of the Company;
(b) The Employee is in default in a material respect in
the performance of his obligations, services or duties hereunder,
which shall include, without limitation, the Employee's
disregarding the written instructions (in the Company's minutes or
otherwise) from the Company's Board of Directors or his superiors
concerning the conduct of his duties hereunder, the Employee's
acting in a manner materially inconsistent with the published
policies of the Company or its affiliates, as promulgated from time
to time and which are generally applicable to all employees and/or
senior executives of the Company, the Employee's acting in a manner
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materially inconsistent with the customary standards of performance
applicable to persons in similar positions in the supermarket
industry in the United States, or if the Employee has breached any
other material provision of this Agreement; provided that if, and
only if, such default or breach is curable, the Employee shall not
be in default hereunder unless he shall have failed to cure such
default or breach within 15 days of written notice thereof by the
Company to the Employee;
(c) The Employee is grossly negligent, which causes
substantial damage or loss to the Company, or engages in willful
misconduct in the performance of his duties hereunder; provided,
however, that the Employee may be terminated under this paragraph
7.1(c) only if the disinterested directors of the Company's Board
of Directors first unanimously approve of the termination; or
(d) The Employee has engaged in illegal activities
which, individually, or in the aggregate, reflect materially
adversely upon, or have a materially adverse impact on, the
Company.
A termination For Cause under this Section 7.1 shall be
effective upon the date set forth in a written notice of
termination delivered to the Employee.
7.2 Termination Without Cause. This Agreement and the
employment of the Employee may be terminated "Without Cause" as
follows:
(a) by mutual agreement of the parties hereto;
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(b) at the election of the Company at any time by its
giving at least thirty (30) days advance written notice to the
Employee;
(c) at the election of the Employee by his giving
written notice to the Company in the event that the Company shall
default in or breach the performance of any of its obligations
under this Agreement, or in the event that the Company shall effect
a material diminution or material adverse change in the Employee's
title, responsibilities or duties; provided, that if, and only if,
such default, breach, diminution or change is curable, the Employee
may not elect to give notice under this Section 7.2 (c), unless the
Company shall have failed to cure such default, breach, diminution
or change within fifteen (15) days of written notice thereof
provided by the Employee to the Company; or
(d) upon the Employee's death.
A termination Without Cause under this Section 7.2 shall be
effective upon the date set forth in a written notice of
termination delivered hereunder, which shall be not less than
thirty (30) days nor more than 45 days after the giving of such
notice, except for a termination pursuant to Section 7.2(d) hereof,
which shall be automatically effective upon the occurrence of the
event described therein.
7.3 Effect of Termination For Cause. If the Employee's
employment is terminated For Cause:
(a) The Employee shall be entitled to accrued salary
through the date of termination;
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(b) The Employee shall be entitled to reimbursement for
expenses accrued through the date of termination in accordance with
the provisions of Section 4.1 hereof; and
(c) Except as provided in Article 11, this Agreement
shall thereupon be of no further force and effect.
7.4 Effect of Termination Without Cause. If the Employee's
employment is terminated Without Cause:
(a) The Employee shall be entitled to accrued salary
through the date of termination;
(b) The Employee shall be entitled to reimbursement for
expenses accrued through the date of termination in accordance with
the provisions of Section 4.1 hereof; and
(c) Subject to Section 7.5 and except in the case of a
termination Without Cause under Section 7.2(d), the Employee shall
be entitled to receive all amounts of salary as would have been
payable under Section 3.1 hereof through the Scheduled Termination
Date, which amounts shall be paid as and when the same would have
been payable under the Agreement had it not been terminated;
provided, however, in the case of a Termination Without Cause
pursuant to Section 7.2 (c), then Employee is entitled to elect to
receive all salary due under this Section 7.4 (c) in a lump sum,
discounted to reflect the present value of that salary over the
Unexpired Term;
(d) Subject to Section 7.5 and except in the case of a
termination Without Cause under Section 7.2(d), the Employee shall
be entitled to receive all medical, hospital and dental coverage
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and benefits as would have been payable under Section 3.3 hereof
through the Scheduled Termination Date, which amounts shall be paid
as and when the same would have been payable under the Agreement
had it not been terminated, and if the Employee is not entitled to
participate in any such benefit plan under the terms thereof
following the termination, then the Company shall provide the
Employee with substantially identical coverage and benefits;
(e) Subject to Section 7.5, if the Employee is
participating in a Company bonus plan as of the date of
termination, he shall be entitled to an accrued bonus through the
date of termination, computed on a per diem basis based upon the
bonus which would have otherwise been payable to the Employee for
the fiscal year during which the date of termination falls had the
Agreement not been terminated, computed on the same basis as in
effect immediately prior to the date of termination, which bonus
shall be paid as and when the same would have otherwise been
payable under the bonus plan had the Agreement not been terminated;
(f) All options granted to Employee pursuant to the
Company's stock option plan shall become fully vested, if not
already previously vested; and
(g) Except as provided in Article 11, this Agreement
shall be of no further force or effect.
7.5 Mitigation and Offset. In the event of a termination of
employment hereunder, the Employee shall be under no obligation to
seek alternative employment or other gainful occupation during the
period from the termination of this Agreement through the Scheduled
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Termination Date (the "Unexpired Term") by way of mitigation of
amounts payable to the Employee under this Article 7; provided,
however, that, except in the case of Employee's Termination Without
Cause under Section 7.2 (c), if the Employee provides, directly or
indirectly (including through any personal service entity), any
services (whether as employee, consultant, independent contractor
or otherwise) to any person engaged in a business similar to the
business of the Company as then conducted (a "Third Party") during
the Unexpired Term, all amounts paid or payable to the Employee by
or on behalf of such Third Party in respect thereof (exclusive of
any fringe benefits, profit sharing and deferred compensation
arrangements customarily offered to senior management of the Third
Party) ("Offset Amounts") shall reduce any amounts payable
thereafter by the Company to the Employee under Sections 7.4(c),
(d) and (e) hereof on a dollar-for-dollar basis. Upon the request
of the Company, from time to time, the Employee shall certify in
writing to the Company all Offset Amounts received or receivable by
him and shall provide the Company with true copies of all written
agreements and a summary of the terms of all oral agreements
pursuant to which such Offset Amounts are paid or payable to the
Employee.
7.6 Full Settlement. The payments provided for in Article 7
of this Agreement are in full settlement of any claims the Employee
may have against the Company arising out of his termination,
including, but not limited to, any claims for wrongful discharge;
provided, however, that nothing herein shall limit any rights or
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obligations of the parties under any other agreement with the
Company or any pension, severance, retirement, stock option,
deferred compensation or other benefit plans of the Company which
are applicable to the Employee and which provide for specified
rights and obligations in the event of a termination of the
Employee's employment with the Company.
ARTICLE 8
Non-Competition And Non-Interference
8.1 Non-Competition. The Employee agrees that during the
Term hereof and for a period of one year thereafter, except in the
case of a Termination Without Cause, the Employee will not,
directly, indirectly or as an agent on behalf of or in conjunction
with any person, firm, partnership, corporation or other entity,
own, manage, control, join, or participate in the ownership,
management, operation, or control of, or be financially interested
in or advise, lend money to, or be employed by or provide
consulting services to, or be connected in any manner with (a) any
supermarket, retail food store, grocery store, liquor store,
warehouse store or any similar business located in market areas
where the Company operates; or (b) any company, entity or business
with which Company was in active negotiation for the purchase of a
supermarket, retail food store, grocery store, liquor store or
warehouse store at the time of termination of the Employee's
employment, or with any other company which shall acquire such
supermarket, retail food store, grocery store, liquor store or
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warehouse store. The Employee acknowledges that the business of
the Company is presently conducted throughout the counties in
Florida listed on Exhibit A attached hereto and any county
contiguous thereto and that such counties constitute the present
market area of the Company.
Ownership of less than 1% of the stock in a publicly-held
company shall not be deemed a violation of this Section 8.1.
8.2 Non-Interference. The Employee agrees that during the
Term hereof and for a period of one year thereafter, the Employee
will not, directly, indirectly or as an agent on behalf of or in
conjunction with any person, firm, partnership, corporation or
other entity, induce or entice any employee of the Company to leave
such employment or cause anyone else to do so.
8.3 Severability. If any covenant or provision contained in
Section 8.1 is determined to be void or unenforceable in whole or
in part, it shall not be deemed to affect or impair the validity of
any other covenant or provision. The parties intend that the
covenants contained in Section 8.1 shall be deemed to be a series
of separate covenants, one for each county referenced therein.
Except for geographic coverage, each such separate covenant shall
be deemed identical in terms to the covenant contained in such
Section. If, in any arbitral or judicial proceeding, a court shall
refuse to enforce all of the separate covenants deemed included in
such Section, then such unenforceable covenants shall be deemed
eliminated from the provisions hereof for the purpose of such
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proceedings to the extent necessary to permit the remaining
separate covenants to be enforced in such proceedings.
ARTICLE 9
Remedies
9.1 Equitable Remedies. The Employee and the Company agree
that the services to be rendered by the Employee pursuant to this
Agreement, and the rights and interests granted and the obligations
to be performed by the Employee to the Company pursuant to this
Agreement, are of a special, unique, extraordinary and intellectual
character, which gives them a peculiar value, the loss of which
cannot be reasonably or adequately compensated in damages in any
action at law, and that a breach by the Employee of any of the
terms of the Agreement will cause the Company great and irreparable
injury and damage. In the event of a breach or threatened breach
of Article 6, Section 8.1 or Section 8.2, the Employee hereby
expressly agrees that the Company shall be entitled to the remedies
of injunction, specific performance and other equitable relief to
prevent a breach of the Agreement, both pendente lite and
permanently, against the Employee, as such breach would cause
irreparable injury to the Company and a remedy at law would be
inadequate and insufficient. Therefore, the Company may, in
addition to pursuing its other remedies, obtain an injunction from
any court having jurisdiction in the matter restraining any further
violation. The Employee agrees that a bond in the amount of $5,000
shall be adequate security for issuance of any temporary
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injunction. The Company shall also be entitled to such damages as
it can show it has sustained, directly or indirectly, by reason of
said breach.
9.2 Rights and Remedies Preserved. Nothing in this Agreement
except Sections 7.6 and 10.11 shall limit any right or remedy the
Company or the Employee may have under this Agreement or pursuant
to law for any breach of this Agreement by the other party. Except
as set forth in Sections 7.6 and 10.11, the rights granted to the
Company and the Employee herein are cumulative and the election of
one shall not constitute a waiver of such party's right to assert
all other legal remedies available under the circumstances.
ARTICLE 10
Miscellaneous
10.1 No Waivers. The failure of either party to enforce any
provision of this Agreement shall not be construed as a waiver of
any such provision, nor prevent such party thereafter from
enforcing such provision or any other provision of this Agreement.
10.2 Notices. Any notice to be given to the Company and the
Employee under the terms of this Agreement may be delivered
personally, by telecopy, telex or other form of written electronic
transmission, or by registered or certified mail, postage prepaid,
and shall be addressed as follows:
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If to the Company: Attention: Raymond P. Springer,
Executive Vice President, Administration
Kash n' Karry Food Stores, Inc.
6422 Harney Road
Tampa, Florida 33610
Telecopier: (813) 626-9550
With a copy to: Attention: Robert S. Bolt, Esq.
Barnett, Bolt, Kirkwood & Long
601 Bayshore Boulevard
Suite 700
Tampa, Florida 33606
Telecopier: (813) 251-6711
If to the Employee: Ronald Johnson
928 Forest Lake Circle
Chesapeake, Virginia 23320
With a copy to: William R. VanBuren, III
Kaufman & Canoles
One Commercial Place
Norfolk, VA 23514-3037
Telecopier: (804) 624-3169
Either party may hereafter notify the other in writing of any
change in address. Any notice shall be deemed duly given (i) when
personally delivered, or (ii) on the third day after it is mailed
by registered or certified mail, postage prepaid, as provided
herein.
10.3 Severability. The provisions of this Agreement are
severable and if any provision of this Agreement shall be held to
be invalid or otherwise unenforceable, in whole or in part, the
remainder of the provisions, or enforceable parts thereof, shall
not be affected thereby.
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10.4 Successors and Assigns. The rights and obligations of
the Company under this Agreement shall inure to the benefit of and
be binding upon the successors and assigns of the Company,
including the survivor upon any merger, consolidation or
combination of the Company with any other entity. The Employee
shall not have the right to assign, delegate or otherwise transfer
any duty or obligation to be performed by him hereunder to any
person or entity, nor to assign or transfer any rights hereunder.
10.5 Entire Agreement. With respect to the terms of
Employee's employment, this Agreement supersedes all prior
agreements and understandings between the parties hereto, oral or
written, and may not be modified or terminated orally. No
modification, termination or attempted waiver shall be valid unless
in writing, signed by the party against whom such modification,
termination or waiver is sought to be enforced. This Agreement was
the subject of negotiation by the parties hereto and their counsel.
The parties agree that no prior drafts of this Agreement shall be
admissible as evidence (whether in any arbitration or court of law)
in any proceeding which involves the interpretation of any
provisions of this Agreement.
10.6 Governing Law. This Agreement shall be governed by and
construed in accordance with the internal laws of the State of
Florida without reference to the conflict of law principles
thereof.
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10.7 Section Headings. The section headings contained herein
are for the purposes of convenience only and are not intended to
define or limit the contents of said sections.
10.8 Further Assurances. Each party hereto shall cooperate
and shall take such further action and shall execute and deliver
such further documents as may be reasonably requested by any other
party in order to carry out the provisions and purposes of this
Agreement.
10.9 Gender. Whenever the pronouns "he" or "his" are used
herein they shall also be deemed to mean "she" or "hers" or "it" or
"its" whenever applicable. Words in the singular shall be read and
construed as though in the plural and words in the plural shall be
read and construed as though in the singular in all cases where
they would so apply.
10.10 Counterparts. This Agreement may be executed in
counterparts, all of which taken together shall be deemed one
original.
10.11 Arbitration. The parties hereto agree that any dispute
concerning or arising out of the provisions of the Agreement shall
be resolved by arbitration in accordance with the rules of the
American Arbitration Association. Such arbitration shall be held
in Tampa, Florida and the decision of the arbitrator(s) shall be
conclusive and binding on the parties and shall be enforceable by
either party in any court of competent jurisdiction. The
arbitrator may, in his or her discretion, award attorneys' fees and
costs to such party as he or she sees fit in rendering his or her
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decision. Notwithstanding the foregoing, if any dispute arises
hereunder as to which the Company desires to exercise any rights or
remedies under Section 9.1 hereof, the Company may, in its
discretion, in lieu of submitting the matter to arbitration, bring
an action thereon in any court of competent jurisdiction in
Hillsborough County, Florida, which court may grant any and all
relief available in equity or at law. In any such action, the
prevailing party shall be entitled to reasonable attorneys' fees
and costs as may be awarded by the court.
ARTICLE 11
Survival
11.1 Survival. The provisions of Article 6, 8, 9 and 10, and
Sections 7.3, 7.4, 7.5 and 7.6 of this Agreement shall survive the
termination of this Agreement whether upon, or prior to, the
Scheduled Termination Date hereof.
IN WITNESS WHEREOF, the parties hereto have executed this
Employment Agreement as of the date first above written.
KASH N' KARRY FOOD STORES, INC.,
a Delaware corporation
/s/ Robert S. Bolt By: /s/ R. P. Springer
Name:Raymond P. Springer
/s/ Anthony R. Petrillo Title:Executive Vice President
As to the Company
/s/ Robert S. Bolt /s/ Ronald Johnson
RONALD JOHNSON
/s/ Anthony R. Petrillo Title:Executive Vice President
As to the Employee
20\WL\LWH\KNK.SEC\S1.95\ex-10-10.ASC
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