[KASH N' KARRY FOOD STORES, INC. LETTERHEAD]
September 1, 1994
Mr. Anthony R. Petrillo
Acting Chief Executive Officer
and Chairman of the Board
Kash n' Karry Food Stores, Inc.
6422 Harney Road
Tampa, Florida 33610
Re: Employment and consulting agreement between Kash n' Karry
Food Stores, Inc., and Anthony R. Petrillo
Dear Mr. Petrillo:
This letter agreement will memorialize all of the material
terms of your employment and consulting agreement with Kash n'
Karry Food Stores, Inc. (the "Company"), and hereby supersedes all
prior agreements and understandings between you and the Company:
1. Beginning on August 1, 1994, and continuing thereafter
until January 29, 1995 (the "Initial Term"), the Company employs
you to work full-time as its acting Chairman of the Board and Chief
Executive Officer for a cash compensation of $13,462 for each
calendar week actually worked, subject to withholding for
applicable payroll taxes. During the Initial Term, the principal
place of your employment for not less than three full days each
week will be Tampa, Florida; provided, however, that if you are
absent from work for not more than 1 week due to your illness or
incapacity or the illness or death of an immediate family member,
then you will be deemed not to have breached this obligation.
2. Beginning on January 30, 1995, and continuing thereafter
until July 31, 1995 (the "Second Term"), the Company engages you to
work as an independent consultant for $200 per hour of service
actually rendered in response to requests from the Board of
Directors of the Company; provided, however, that the Company
guarantees that it will engage you to work not less than 500 hours
during the Second Term.
Mr. Anthony R. Petrillo
September 1, 1994
Page 2
3. During the Initial Term and the Second Term, you agree to
perform diligently and in good faith such duties and services for
the Company as may be directed to you from time to time by the
Board of Directors, and you will not, without first disclosing the
matter and obtaining the prior written consent of the Board of
Directors, directly or indirectly render services for compensation
to any other person.
4. Beginning on August 1, 1995, and continuing until July
31, 1997 (the "Third Term"), the Company engages you to work as an
independent consultant for $25,000 for each 3-month period of
services rendered, payable in arrears. During the Third Term, you
will use your best efforts to complete the work requested of you by
the Board; provided, however, that in performing such services you
will not be required to devote more than 48 hours of service in any
one calendar month, and if you actually work more than 125 hours
during any 3-month period during the Third Term you will
additionally be compensated at the rate of $200 per hour of service
actually worked in excess of 125.
5. Beginning on August 1, 1994, and continuing until July
31, 1996, the Company will pay you, for as long as you are actually
working or serving in the foregoing capacities, a monthly Ohio home
office subsidy of $1,250 per month. Also, the Company will
reimburse you for your reasonable out-of-pocket business expenses
directly related to your performance of services on behalf of the
Company pursuant to this agreement.
6. The Company may, at its election, terminate this agreement
and your employment by the Company if you are unable or unwilling
to perform the duties reasonably requested of you under this
agreement, if you commit an act of fraud, misappropriation or a
felony, or if you engage in willful misconduct that has a
materially adverse effect on the Company. If this agreement is
terminated for any reason, you are entitled to the compensation
provided herein, prorated to the date of termination.
7. You agree to maintain the confidentiality of all trade
secrets, financial information, marketing strategies and other
proprietary information concerning the Company. Upon termination
of your employment, you agree to return to the Company all
documents, including computer records, containing the foregoing
confidential information, which, at all times and whether used on
or off the Company's premises, remain the exclusive property of the
Company. You also agree that during the term of this agreement,
and for six months following its termination or expiration for any
reason, you will not, directly or indirectly, be employed by or
render services to any person that competes with the Company within
Mr. Anthony R. Petrillo
September 1, 1994
Page 3
the counties of Florida in which the Company does business during
the course of your employment under this agreement. The provisions
of this paragraph 7 shall survive any termination or expiration of
this agreement.
8. This agreement shall be governed by the laws of Florida,
and each party consents and agrees that Hillsborough County,
Florida shall be the exclusive, proper and convenient venue for any
legal proceeding arising out of this agreement.
9. The Company's obligations under this agreement are
contingent upon the approval of this agreement by the Company's
Board of Directors.
If you agree to the foregoing terms, please signify your
agreement by signing the enclosed duplicate original letter
agreement in the space provided below, and returning it to me in
the enclosed, postage pre-paid envelope.
Very truly yours,
/s/ Raymond P. Springer
---------------------------
Raymond P. Springer
Executive Vice President -
Administration
RPS/jh
cc: Mr. Leonard Green
ACKNOWLEDGEMENT
The undersigned hereby agrees to be employed by the Company
upon the terms and conditions set forth above.
Date: September 7, 1994.
/s/ Anthony R. Petrillo
-------------------------------------
ANTHONY R. PETRILLO