EXHIBIT 10.18
EMPLOYMENT AGREEMENT
AGREEMENT, dated as of August 1, 1993 (the "Effective
Date"), among Supermarkets General Corporation, a Delaware
corporation (the "Company"), Supermarkets General Holdings
Corporation, a Delaware corporation and parent corporation to
the Company ("Holdings"), and SMG-II Holdings Corporation, a
Delaware corporation and parent corporation to Holdings ("SMG-
II"), and Jack Futterman ("Executive").
W I T N E S S E T H:
WHEREAS, The Company, Holdings, SMG-II (collectively, the
"Companies") and Executive are parties to an Employment
Agreement, dated as of January 1, 1990, as amended as of
February 4, 1991 and as of February 28, 1992 (the "Prior
Agreement"), pursuant to which Executive is employed by the
Company as Chairman of the Board of Directors, President and
Chief Executive Officer, and serves in the same capacity for
Holdings and SMG-II.
WHEREAS, effective as of the Effective Date, Executive
has relinquished the position of President of the Companies;
and
WHEREAS, the parties now desire to enter into a new
employment agreement reflecting the terms and conditions of
Executive's current positions with the Companies and certain
other agreements and understandings between the parties, and
the parties further intend that such new agreement shall
supersede the Prior Agreement;
NOW, THEREFORE, in consideration of the premises and
the mutual covenants herein contained, the parties hereto
agree as follows:
1. Employment and Duties.
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(a) General. The Company hereby employs Executive
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and Executive agrees, upon the terms and conditions herein set
forth, to service as Chairman of the Board of Directors and
Chief Executive Officer of the Company. Holdings hereby
retains Executive as Chairman of the Board of Directors and
Chief Executive Officer of Holdings, and SMG-II hereby retains
Executive as Chairman of the Board of Directors and Chief
Executive Officer of SMG-II. In such capacities, Executive
shall report directly to the Board of Directors of the Company
(the "Board"), to the Board of Directors of Holdings (the
"Holdings Board"), and to the Board of Directors of SMG-II
(the "SMG-II Board"), and shall perform such duties in respect
of such positions as may be delineated in the By-Laws of the
Company, Holdings or SMG-II, as the case may be, and such
other duties, commensurate with Executive's title and
positions of Chairman and Chief Executive Officer of the
Company, Holdings and SMG-II, as may be assigned to Executive
from time to time by the Board, the Holdings Board or the SMG-
II Board. If elected or appointed, Executive shall also serve
as a director or officer of any of the Company's subsidiaries
or affiliated companies without further compensation.
(b) Full-Time Service. Throughout the Period (as
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defined in paragraph 2 below), Executive shall, except as may
from time to time be otherwise agreed in writing by the
Company, and unless prevented by ill health, devote his full-
time working hours to his duties hereunder, shall in all
respects conform to and comply with the lawful and reasonable
directions and instructions given to him by the Board, the
Holdings Board and the SMG-II Board, and shall use his best
efforts to promote and serve the interests of the Companies.
(c) No Other Employment. Throughout the Period,
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Executive shall not, directly or indirectly, render services
to any other person or organization for which he receives
compensation without the consent of the Board, the Holdings
Board or the SMG-II Board, or otherwise engage in activities
which would interfere significantly with his faithful
performance of his duties hereunder. Executive may perform
inconsequential services without specific compensation
therefor in connection with the management of personal
investments, provided that such activity does not contravene
the provisions of subparagraph 1(b) hereof or paragraph 5
hereof.
2. Term of Employment. The Company shall retain
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Executive and Executive shall serve in the employ of the
Company for an initial period of three (3) years, commencing
on the Effective Date and extending through and including July
31, 1996 (the "Initial Period"); provided, however, that
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commencing on the second anniversary of the effective Date and
each successive anniversary thereafter, the term of employment
hereunder shall be automatically extended for one additional
year, unless at least thirty (30) days prior to such
anniversary, the Company has delivered to Executive, or
Executive has delivered to the Company, written notice of its
or his desire, as the case may be, not to extend the term of
employment (the Initial Period, including the extensions
thereof, if any, is herein referred to as the "Period");
provided, further, that the period shall terminate when
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Executive's employment hereunder terminates.
3. Compensation and Other Benefits. Subject to the
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provisions of this Agreement, the Company shall pay and
provide the following compensation and other benefits to
Executive during the Period as compensation for services
rendered hereunder:
(a) Base Salary. The Company shall pay to
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Executive an annual base salary (the "Base Salary") at the
rate of $475,000 per annum, payable in accordance with the
Company's then current payroll practices. The Base Salary
shall be reviewed annually and may be increased in the
discretion of the Board or Holdings Board. The Company shall
be entitled to deduct or withhold all taxes and charges which
the Company may be required to deduct or withhold therefrom.
(b) Bonus. For each fiscal year in the Period (or
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fraction thereof), Executive shall be eligible to receive a
bonus, ranging in each year from 0 to a maximum rate of 75% of
annual Base Salary, in accordance with the terms of the
Executive Incentive Plan of the Company which shall be no less
favorable in the aggregate to Executive than the terms of such
plan in effect for Executive on the Effective Date.
(c) Employment Benefit Plans. At all times during
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the Period, Executive shall be provided the opportunity to
participate in pension and welfare plans, programs and
arrangements (the "Plans") that are generally made available
to executives of the Company, or as may be deemed appropriate
by the Compensation Committee of the Board or, if there is no
Compensation Committee of the Board, the Compensation
Committee of the Holdings' Board.
(d) Support Services. At all times during the
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Period, the Company shall provide Executive with office space
and support services, including secretarial services,
equivalent to those afforded to Executive immediately prior to
the Effective Date.
(e) Relocation. The Company shall not, without
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Executive's consent, relocate Executive's principal place of
business to a location beyond 20 miles from the location of
Executives's principal place of business immediately prior to
the Effective Date.
(f) Travel. The Company shall not, without
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Executive's consent, require Executive to travel on the
Company's business to an extent materially inconsistent with
the Company's business travel requirements as applied to
Executive immediately prior to the Executive Date.
4. Termination of Employment.
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(a) Termination for Cause; Resignation Without Good
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Reason. (i) If, prior to the expiration of the Period,
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Executive's employment is terminated by the Company for Cause,
as defined in subparagraph 4(a)(ii), or if Executive resigns
from his employment hereunder without Good Reason, as defined
in subparagraph 4(b)(iv), Executive shall not be eligible to
receive Base Salary under subparagraph 3(a) or to participate
in any Plans under subparagraph 3(c) with respect to future
periods after the date of such termination or resignation,
except for the right to receive benefits which have become
vested under any Plan in accordance with the terms of such
Plan. In addition, Executive shall not be eligible to receive
any bonus described in subparagraph 3(b) for the Company's
fiscal year during which the date of termination or
resignation occurs and any later years.
(ii) Termination for "Cause" shall mean termination
of Executive's employment with the Company by the Board of
Directors of the Company because of (A) the commission by
Executive of an act of fraud or embezzlement against the
Company or any of its subsidiaries, or (B) a felony conviction
of such Executive.
(iii) The date of termination of employment by the
Company under this paragraph 4(a) shall be the date specified
in a written notice of termination (which date shall be no
earlier than the date of furnishing such notice), or if no
such date is specified therein, the date of receipt by
Executive of such written notice of termination. The date of
resignation under this paragraph 4(a) shall be two weeks after
receipt by the Company of written notice of resignation, or if
no such notice is provided, the day Executive ceases to
perform his duties hereunder.
(b) Termination Without Cause; Resignation for Good
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Reason. (i) Subject to the provisions of subparagraph
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4(b)(iii) and subparagraph 4(b)(vii), if, prior to the
expiration of the Period, Executive's employment is terminated
by the Company without Cause, or if Executive resigns from his
employment for Good Reason, Executives hall be entitled to
receive as severance benefits (the "Severance Benefits") the
following: (A) his Base Salary at the annual rate then in
effect immediately prior to such termination or resignation
for the remainder of the Period or two years, whichever is
longer, commencing on the day following the date of such
termination or resignation (the "Severance Period"); (B) the
portion of the bonus or bonuses attributable to the financial
targets set forth for the Company under the EIP that Executive
would have earned had his employment continued for the
Severance Period, determined in accordance with the Company's
Executive Incentive Plan and based on the same percentage of
base compensation used to calculate bonuses for Executive at
the time of such termination or resignation and subject to the
Company reaching such applicable financial targets set under
the EIP or any other bonus plans; provided, however, that if
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any bonus period commences during the Severance Period and
concludes after the expiration thereof, the amount of the
bonus, if any, for such bonus period shall be prorated to take
into account the portion of such bonus period coinciding with
the Severance Period; and (C) continued coverage for the
Severance Period under the Company's health and insurance
plans applicable to Executive immediately prior to such
termination or resignation or, if any such plan does not
permit continued coverage of Executive, the Company shall
arrange to provide a benefit substantially similar to and no
less favorable than the benefits he was entitled to under such
plan; and provided further that, if such termination without
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cause or resignation for Good Reason occurs on or after a
Change in Control (as hereinafter defined), then (D) Severance
Period shall mean the three-year period commencing on the day
following the date of such termination or resignation; and (E)
the amount of Executive's Base Salary, for purposes of
determining Executive's Severance Benefits, shall be deemed to
be the greater of (X) his Base Salary at the annual rate in
effect immediately prior to such termination or resignation,
and (Y) $500,000. In addition, in the event Executive is
terminated without Cause or resigns for Good Reason, the
following shall apply: (1) Executive shall receive, as of the
date of such termination or resignation, full credit for the
Initial Period (to the extend not otherwise credited) for
purposes of "Vesting Service" under the Supplemental
retirement Agreement, dated March 9, 1987, between the Company
and Executive (the "Retirement Agreement"); and (2) to the
extent applicable, the Severance Period and the amounts paid
to Executive in respect thereof (calculated solely for this
purpose without reduction for compensation received from a
subsequent employer) shall be considered in calculating
Executive's "final average compensation" for purposes of
Executive's benefits under the Retirement Agreement or any
other nonqualified retirement arrangement applicable to
Executive. Severance Benefits shall be reduced by any
compensation or benefits which Executive is entitled to
receive in connection with any employment of Executive by
another employer during the Severance Period. Executive shall
provide the Company with any evidence of amounts received in
connection with other employment which the Company shall
reasonably request.
(ii) In the event of a termination or resignation
described in this paragraph 4(b), Executive shall receive
title, free and clear of all encumbrances, to the Company
provided automobile then provided to Executive for his use and
the Company will reimburse Executive for secretarial and
office expenses, not in excess of $30,000.00, incurred by
Executive during the first year following such termination or
resignation.
(iii) If, following such termination or resignation
of employment, Executive breaches the provisions of paragraph
5 hereof, Executive shall not be eligible, as of the date of
such breach, for the payment of Severance Benefits, and all
obligations and agreements of the Company to pay Severance
Benefits shall thereupon cease; provided, however, that this
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paragraph 4(b)(iii) shall not in any way impair Executive's
rights to extended medical coverage, at his expense, under
Section 4980B(f) of the Internal Revenue Code of 1986, as
amended, and the applicable final proposed and temporary rules
and regulations thereunder (the "Code").
(iv) The date of termination of employment by the
Company under this paragraph 4(b) shall be the date specified
in a written notice of termination to Executive (which date
shall be no earlier than the date of furnishing such notice)
or, if no such date is specified therein, the date on which
such notice is given to Executive. The date of resignation
under this paragraph 4(b) shall be two weeks after receipt by
the Company of the written notice of resignation.
(v) Resignation for "Good Reason" shall mean
Executive's voluntary termination of employment with the
Company because of (A) a reduction, without Executive's
written consent, in Executive's current base or aggregate
compensation, unless such reduction is generally applicable to
all executives of the Company, (B) a reduction, without
Executive's consent, in Executive's then current
responsibilities as set forth in paragraph 1(a) hereof, or (C)
such other events of hardship as the Board or Holdings' Board
may determine on a case-by-case basis.
(vi) Severance Benefits representing Base Salary
continuation shall be paid in accordance with the Company's
then current payroll practice commencing on the next payroll
date following the date of the termination of Executive's
employment under subparagraph 4(b), in an amount equal to the
amount paid to Executive by the Company for the payroll period
immediately prior to such termination or resignation.
Severance Benefits representing bonus payments shall be paid
annually in accordance with the Company's then current
practice for paying bonuses commencing within two months after
the Company's fiscal year end.
(vii) In the event that the Severance Benefits would
not be deductible in whole or in part in the calculation of
Federal income tax owned by the Company or any of its
affiliates, or any other person or entity making such payment
or providing such benefit by reason of Section 280G of the
Code, the Severance Benefits shall be reduced until no portion
of the Severance Benefits is not deductible by reason of
Section 280G of the Code.
(viii) For purposes of this paragraph 4(b), "Change
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in Control" shall mean (A) the acquisition by a Third Party
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(as hereinafter defined) of beneficial ownership of more than
30% of the issued and outstanding voting common stock of SMG-
II, Holdings, PTK Holdings, Inc., a wholly-owned subsidiary of
Holdings ("PTK"), or the Company, or (B) the acquisition of
all or substantially all of the assets of the Company by a
Third Party; provided, however, that no Change in Control
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shall be deemed to occur as long as (i) Merrill Lynch & Co.,
Inc. and its affiliates (the "Merrill Stockholders"), (ii) the
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management employees of the Company, or (iii) the Merrill
Stockholders, in combination with the management employees of
the Company, beneficially own, directly or indirectly, more
than 50% of the voting common stock of the Company. For
purposes of this paragraph 4(b)(viii), "Third Party" shall
mean any person other than the Company, Holding, SMG-II, PIK,
each of the Merrill Stockholders, or the Equitable Life
Assurance Society of the United States and its affiliates.
For purposes of this paragraph 4(b)(viii), "person" and
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"beneficial ownership" shall have the meanings assigned to
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such terms under Section 13(d) of the Securities Exchange Act
of 1934, as amended, and "affiliate" of any first person shall
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mean a second person that directly, or indirectly through one
or more intermediaries, controls, or is controlled by, or is
under common control with, such first person.
(c) Death. If Executive dies prior to the
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expiration of the Period, his Base Salary and bonus
(determined as the bonus he would have earned had his
employment continued until the end of the applicable bonus
period during which his death occurred) will be prorated
through his day of death and paid to his beneficiary or
estate.
(d) Disability. If Executive becomes Permanently
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Disabled, as defined below in this subparagraph, prior to the
expiration of the Period, the Company shall be entitled to
terminate his employment and Executive shall be entitled to
receive disability benefits in accordance with the disability
policy maintained by the Company as of the date of such
disability. If Executive's employment is terminated by reason
of Executive becoming Permanently Disabled, the provisions of
clause (1) of Section 4(b)(i) above shall apply to the
calculation of Executive's benefits under the Retirement
Agreement. For the purposes of this subparagraph, Executive
shall be deemed "Permanently Disabled" when, and only when, he
suffers a physical or mental disability or infirmity that
prevents the normal performance of duties lasting for a
continuous period of six months or more.
5. Secrecy and Noncompetition.
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(a) No Competing Employment. For so long as
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Executive is receiving, or is entitled to receive, any
payments under or pursuant to this Agreement (such period
being referred to hereinafter as the "Restricted Period"),
Executive shall not, unless he receives after the Effective
Date the prior written consent of the Company, directly or
indirectly, whether as owner, consultant, employee, partner,
venturer, agent, through stock ownership, investment of
capital, lending of money or property, rendering of services,
or otherwise (except ownership of less than 5% of the number
of shares outstanding of any securities which are publicly
traded), compete with the retail supermarket business or any
other business contributing at least 15% of the consolidated
revenues of the Company at the time of the termination of
Executive's employment hereunder (such businesses are
hereinafter referred to as the "Business"), or assist, become
interested in or be connected with any corporation, firm,
partnership, joint venture, sole proprietorship or other
entity which so competes with the Business, except for the
aforementioned 5% ownership of publicly traded securities.
The restrictions imposed by this subparagraph shall not apply
to any geographic area in which the Company is not engaged in
the Business at the time of termination.
(b) No Interference. During the Restricted Period,
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Executive shall not, whether for his own account or for the
account of any other individual, partnership, firm,
corporation or any other business organization or entity
(other than the Company), intentionally solicit, endeavor to
entice away from the Company, or any affiliate, or otherwise
interfere with the relationship of the Company, or any
affiliate, with any person who is employed with the Company,
or any affiliate (including, but not limited to, any
independent sales representatives or organizations), or any
person or entity who is, or was within the then most recent
12-month period, a customer or client (other than an
individual retail consumer) of the Company, or any affiliate.
(c) Secrecy. Executive recognizes that the
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services to be performed by him hereunder are special, unique
and extraordinary in that, by reason of his employment
hereunder and his past employment with the Company, he may
acquire or has acquired confidential information and trade
secrets concerning the operations of the Company, or its
affiliates, the use or disclosure of which could cause the
Company substantial loss and damages which could not be
readily calculated, and for which no remedy at law would be
adequate. Accordingly, Executive covenants and agrees with
the Company that he will not at any time, except in
performance of Executive's obligations to the Company
hereunder, or with the prior written consent of the Company
Board or Holdings' Board, directly or indirectly, disclose any
secret or confidential information that he may learn or has
learned by reason of his association with the Company, or any
predecessors to its business, or use any such information to
the detriment of the Company, Holdings, or any of their
affiliates. The term "confidential information" includes,
without limitation, information not previously disclosed to
the public or to the trade by the Company's management with
respect to the Company's, Holdings', or any of their
respective subsidiaries' or affiliates', business plans,
prospects and opportunities, the identity of clients,
suppliers or customers, information regarding operational
strengths and weaknesses, trade secrets, know-how and other
intellectual property, systems, procedures, manuals,
confidential reports, product price lists, marketing plans of
strategies, and financial information. Executive understands
and agrees that the rights and obligations set forth in this
subparagraph 5(c) are perpetual and, in any case, shall extend
beyond the Restricted Period and Executive's employment
hereunder.
(d) Exclusive Property. Executive confirms that
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all confidential information is and shall remain the exclusive
property of the Company. All business records, papers and
documents kept or made by Executive relating to the business
of the Company shall be and remain the property of the
Company. Upon the termination of his employment with the
Company, or upon the request of the Company at any time,
Executive shall promptly deliver to the Company, and shall
not, without the consent of the Company (which consent shall
not be unreasonably withheld), retain copies of, any written
materials not previously made available to the public, records
and documents made by Executive or coming into his possession
concerning the business or affairs of the Company. Executive
may retain records relating exclusively to the terms and
conditions of his employment relationship with the Company.
Executive understands and agrees that the rights and
obligations set forth in this subparagraph 5(d) are perpetual
and, in any case, shall extend beyond the Restricted Period
and Executive's employment hereunder.
(e) Stock Ownership. Other than as provided in
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subparagraph 1(c) or 5(a) hereof, nothing in this Agreement
shall prohibit Executive from acquiring or holding any issue
of stock or securities of any company or other business
entity, provided that Executive does not participate in the
operations of any such company, and provided further that,
with respect to any class of voting securities listed on a
national securities exchange or quoted on the automated
quotation system of the National Association of Securities
Dealers, Inc., Executive and members of his immediate family
do not own at any time during the Restricted Period more than
5% of the issued and outstanding shares of such class of
securities.
(f) Injunctive Relief. Without intending to limit
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the remedies available to the Company, Executive acknowledges
that a breach of any of the covenants contained in this
paragraph 5 may result in material irreparable injury to the
Company for which there is no adequate remedy at law, that it
will not be possible to measure damages for such injuries
precisely and that, in the event of such a breach or threat
thereof, the Company shall be entitled to obtain a temporary
restraining order and/or a preliminary or permanent injunction
restraining Executive from engaging in activities prohibited
by this paragraph 5, or such other relief as may be required
to specifically enforce any of the covenants in this paragraph
5.
6. Certain Equity Arrangements.
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Amendment of Employee Stock Options. SMG-II, as
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successor to Holdings in respect of all options outstanding
under the SMG-II Management Investors 1987 Stock Option Plan
(as successor to the Holdings Management Investors 1987 Stock
Option Plan) (the "Option Plan"), and Executive have
previously agreed to amend the Incentive Stock Option
Agreements, dated December 22, 1987 and March 21, 1990,
between Holdings and Executive, and the Nonqualified Stock
Option Agreements, dated December 22, 1987 and March 21, 1990,
between Holdings and Executive, and hereby agree to amend, and
without further action of the parties hereby amend, the
Incentive Stock Option Agreement and Nonqualified Stock Option
Agreement, each dated March 26, 1992, between SMG-II and the
Executive (collectively, the "Option Agreements"), to provide
that, if Executive's employment is terminated by the Company
without Cause, or if Executive resigns for Good Reason prior
to the expiration of the Period, the options to purchase up to
a maximum of 13,000 shares of Class A Common Stock of SMG-II
evidence by such Option Agreements shall be exercisable until
the Expiration Date (as defined in Section 2 of such Option
Agreements).
7. Arbitration. Any controversy or claim arising out
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of or relating to this Agreement, including, but not limited
to, any claim relating to the validity, interpretation,
enforceability or breach of this Agreement, or any claim or
controversy arising out of the employment relationship or the
commencement or termination of that relationship, including,
but limited to, any claim for breach of covenant, breach of
any implied covenant, wrongful termination, constructive
discharge or intentional infliction of emotional distress,
which is not settled by agreement between the parties, shall
be settled by arbitration in New York, New York, before a
panel of three arbitrators, one to be selected by the
Companies, one by Executive and the other by the two persons
so selected, all in accordance with the rules of the American
Arbitration Association then in effect; provided, however,
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that the Companies shall nevertheless be entitled to seek
relief under paragraph 5 above in accordance with paragraph
5(f) thereof. In consideration of the parties' agreement to
submit to arbitration disputes with regard to this Agreement
and with regard to any alleged tort, contract or other claim
arising out of the employment relationship, and in
consideration of the anticipated expedition and minimization
of expense of this arbitration remedy, each party agrees that
the arbitration provisions of this Agreement shall provide it
with the exclusive remedy, except as provided in the preceding
sentence, and each party expressly waives any right it may
have to seek redress in any other forum except as provided
herein. The parties further agree that the arbitrators acting
hereunder shall be empowered to assess no remedy other than
payment of compensatory damages or an order (including
temporary, preliminary or permanent injunctive relief)
enforcing the provisions of paragraph 5 above. The expenses
of the arbitration proceeding plus the reasonable attorneys
fees incurred by Executive in connection therewith shall be
paid by the Company. Any decision or order of the majority of
arbitrators shall be binding upon the parties hereto and
judgment thereon may be entered in the Supreme Court of the
State of New York or any other court having jurisdiction.
8. Nonassignability; Binding Agreement. Neither this
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Agreement nor any right, duty, obligation or interest
hereunder shall be assignable or delegable by Executive
without the Company's prior written consent, provided,
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however, that nothing in this paragraph shall preclude
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Executive from designating any of his beneficiaries to receive
any benefits payable hereunder upon his death, or the
executors, administrators, or other legal representatives from
assigning any rights hereunder to the person or persons
entitled thereto.
This Agreement shall be binding upon, and inure to the
benefit of, the parties hereto, any successors to or assigns
of the Companies and Executive's heirs and the personal
representatives of Executive's estate.
9. Severability. If the final determination of a court
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of competent jurisdiction declares, after the expiration of
the time within which judicial review (if permitted) of such
determination may be perfected, that any term or provision
hereof is invalid or unenforceable, (a) the remaining terms
and provisions hereof shall be unimpaired, and (b) the invalid
or unenforceable term or provision shall be deemed replaced by
a term or provision that is valid and enforceable and that
comes closest to expressing the intention of the invalid or
unenforceable term or provision.
10. Amendment; Waiver. This Agreement may not be
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modified, amended or waived in any manner, except by an
instrument in writing signed by all parties hereto. The waiver
by any party of compliance with any provision of this
Agreement by any other party shall not operate or be construed
as a waiver of any other provision of this Agreement, or of
any subsequent breach by such party of a provision of this
Agreement.
11. Governing Law. All matters effecting this
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Agreement, including the validity thereof, are to be governed
by, interpreted and construed in accordance with the laws of
the State of New York.
12. Notices. Any notice hereunder by any party to any
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other shall be given in writing by personal delivery or
certified mail, return receipt requested. If addressed to
Executive, the notice shall be delivered or mailed to
Executive at the address last known to the Company, or if
addressed to any of the Companies, the notice shall be
delivered or mailed to the Company at its executive offices,
to the attention of the Board. A notice shall be deemed
given, if by personal delivery, on the date of such delivery
or, if by certified mail, on the date shown on the applicable
return receipt.
13. Supersedes Previous Agreements. This Agreement
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supersedes all prior or contemporaneous negotiations,
commitments, agreements and writings with respect to the
subject matter hereof (including the Prior Agreement), all
such other negotiations, commitments, agreements and writings
will have no further force or effect, and the parties to any
such other negotiations, commitment, agreement or writing will
have no further rights or obligations thereunder; provided,
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however, that, except as expressly provided herein, this
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Agreement shall not supersede the Retirement Agreement, the
Management Investors Exchange Agreement dated as of February
4, 1991 among SMG-II, Holdings and the Executive, or the
Option Agreements.
14. Counterparts. This Agreement may be executed by any
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of the parties hereto in counterpart, each of which shall be
deemed to be an original, but all such counterparts shall
together constitute one and the same instrument.
15. Headings. The headings of paragraphs herein are
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included solely for convenience of reference and shall not
control the meaning or interpretation of any of the provisions
of this Agreement.
16. Tax Withholding. The Company shall be entitled to
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deduct or withhold from any payment made hereunder all
Federal, state and local taxes which the Company is required
by law to deduct or withhold therefrom.
IN WITNESS WHEREOF, each of the Companies have caused the
Agreement to be signed by its officer pursuant to the
authority of its Board of Directors, and Executive has
executed this Agreement as of the day and year first written
above.
SUPERMARKETS GENERAL CORPORATION
By: Anthony Cuti
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Title:
Jack Futterman
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Title:
SUPERMARKETS GENERAL HOLDINGS
CORPORATION
By: Anthony Cuti
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Title:
SMG-II HOLDINGS CORPORATION
By: Anthony Cuti
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Title: