SCHULTZ SAV-O STORES, INC.
__________________________________
Piggly Wiggly Supermarkets
2215 Union Avenue, P.O. Box 419, Sheboygan, WI 53082-0419 -
(920) 457-4433 - Fax (920) 457-6295
January 30, 1998
Mr. Frank D. Welch
Vice President - Engineering
Schultz Sav-O Stores, Inc.
2215 Union Avenue
Sheboygan, Wisconsin 53081
Dear Frank:
This letter is intended to set forth the terms of your continued
employment with Schultz Sav-O Stores, Inc. (the "Company").
You will be employed by the Company in such capacities as the Board of
Directors of the Company shall determine from time to time (initially as
Vice President - Engineering). During the term of your employment
hereunder, you agree to devote substantially all of your business time,
attention and energies to the business and interests of the Company.
In consideration of the services to be rendered by you hereunder, the
Company shall pay you base salary and bonus, if any, as determined from
time to time by the Board of Directors of the Company or any committee
thereof charged with determining compensation of executive officers,
together with such other benefits as are afforded the Company's executive
officers generally.
Your employment hereunder is "at will" and either you or the Company may
terminate such employment at any time, with or without cause, in which
case the Company shall pay you the compensation and benefits otherwise
payable to you hereunder through the last day of your actual employment by
the Company. In addition, in the event that your employment terminates
due to your death, disability or voluntary retirement at any time after
the date hereof, you (or your legal representative) may exercise any
options to purchase common stock of the Company then granted to you under
the Company's 1990 Stock Option Plan or the Company's 1995 Equity
Incentive Plan (together, the "Equity Plans"), regardless of the vesting
schedule set forth in the relevant grant documents. All other terms of
past and future stock option grants will be governed by the Equity Plans
and the documents effecting such grants.
You understand and agree that the Company continually obtains and develops
valuable proprietary and confidential information concerning its business,
business relationships and financial affairs (the "Confidential
Information") which may become known to you in connection with your
employment. You agree not to, whether during the term of your employment
or thereafter, publish, disclose or otherwise make available to any third
party, other than employees of the Company, any Confidential Information,
except as expressly authorized in writing by the Company. You further
agree not to use Confidential Information for your own benefit or for the
benefit of any person or business entity other than the Company.
You agree that, while you are employed by the Company and for a period of
twelve (12) months thereafter, you shall not, without the Company's prior
written consent, directly or indirectly, as a principal, employee,
consultant, partner, or stockholder of, or in any other capacity with, any
business enterprise (other than in your capacity as a holder of not more
than 5% of the combined voting power of the outstanding stock of a
publicly-held company) (i) engage in direct or indirect competition with
the Company, (ii) conduct a business of the type or character engaged in
by the Company at the time of termination or cessation of your employment
or (iii) develop products or services competitive with those of the
Company.
You understand and agree that this Agreement does not create an obligation
on the part of the Company to continue your employment with the Company
and that your employment under this Agreement shall not be affected by any
change in your position, title or function with, or compensation by, the
Company.
This Agreement supersedes all prior agreements, written or oral, with
respect to the subject matter of this Agreement. This Agreement may be
changed only by a written instrument signed by both parties hereto.
If the foregoing accurately states our mutual agreement, please sign both
copies of this letter as indicated below and return one signed copy to me.
Very truly yours,
/s/ James H. Dickelman
Jim Dickelman
Board Chairman, President and
Chief Executive Officer
ACCEPTED AND AGREED:
/s/ Frank D. Welch January 30, 1998
Frank D. Welch Date