EXHIBIT 10(s).
[LOGO OF SUPERVALU INC.]
[LETTERHEAD OF SUPERVALU]
April 19, 1995
Mr. Gordy Hippen CONFIDENTIAL
SUPERVALU INC.
P.O. Box 990
Minneapolis, MN 55440
Dear Gordy:
This letter is to outline the terms and conditions of your consulting
agreement with SUPERVALU INC. ("SUPERVALU"). You have been an employee of
SUPERVALU for many years and have served as a Senior Vice President, rendering
guidance, knowledge, experience and counsel to SUPERVALU. Your expertise and
experience in the food industry is extremely valuable to us. You will terminate
your status as an employee of SUPERVALU effective February 24, 1995, and you are
retiring in accordance with the terms and conditions of the SUPERVALU INC.
Retirement Plan. Accordingly, it is the desire of SUPERVALU to retain you as an
independent contractor/business consultant.
1. Effective on February 25, 1995, SUPERVALU agrees to engage you as
an independent contract/business consultant, and you accept said engagement on
the terms and conditions set forth herein. We agree that you are an independent
contractor, and SUPERVALU obtains no right of control as to the method or means
of accomplishing the work which you agree to perform for SUPERVALU.
2. You agree to render services in an advisory nature to SUPERVALU as
shall be determined from time to time by its CEO or President of Wholesale
Foods. This shall include completion of various special projects as may be
requested from time to time.
You shall perform these advisory services upon either the oral or
written request of SUPERVALU's President of Wholesale Foods or his designates,
and such requests shall be reasonable as to both the nature of the services to
be performed by you and their frequency, with the expectation that your services
will be required hereunder for an average of approximately 24 hours per week.
We agree that you shall (a) control both the aggregate number of hours worked
and substantially all of the scheduling thereof; (b) be free to perform the
services to be rendered hereunder at any location consistent with the goals to
be accomplished, and you shall not be provided with a principal place of
business by SUPERVALU (although you may use SUPERVALU's office facilities in the
performance of your advisory services hereunder); (c) be permitted to hire
assistance at your own expense to assist in rendering services hereunder;
however, it is your personal knowledge and ability which is the primary object
of this consulting agreement; (d) render only advisory services on an irregular
basis on matters with respect to which you have special competence by reason of
your association with SUPERVALU; (e) not be required to comply with detailed
orders or instructions, and you shall not be subject to the rules and
regulations generally applicable to employees of SUPERVALU; (f) not use
SUPERVALU business cards or stationery following your date of retirement; and
(g) not attend officer staff meetings following retirement except to make or
participate in reports related to your advisory services.
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3. As remuneration for your services, SUPERVALU shall pay you at a
rate of One Thousand Two Hundred Dollars ($1,250.00) per day. It is understood
you will submit to the President of Wholesale Foods or his designate a monthly
statement indicating the number of hours you devoted to your services hereunder
during the preceding month. You will be paid for your services on the first day
of each month commencing one month after the effective date. SUPERVALU shall
also pay you special fees of Fifteen Thousand Dollars ($15,000) upon
implementation of the new SUPERVALU pricing paradigm for retail customers and
Fifteen Thousand Dollars ($15,000) upon successful implementation of the
Customer Interface/Service Initiative. We agree that SUPERVALU shall not
withhold federal or state income taxes, social security taxes (Federal Insurance
Contributions Act), unemployment insurance taxes (Federal Unemployment Tax Act
and related state statutes) or worker's compensation taxes or premiums. Except
at your own expense, you shall not be entitled to receive any health insurance,
life insurance or any other fringe benefits customarily provided by SUPERVALU to
its employees, except to the extent such benefits, if any, are generally made
available to SUPERVALU retirees. You shall be reimbursed for reasonable air
travel, automobile travel, food and lodging, and other necessary, direct
business expenses incurred by you in the performance of the services to be
rendered hereunder; provided, however, that you shall receive no reimbursement
for such expenses unless the amount of such expenses are shown as a separate
line item on your monthly billing and otherwise comply with all relevant rules
and regulations of SUPERVALU as authorized by SUPERVALU's President of Wholesale
Foods or his designee.
4. You agree that for a period of one (1) year following the
completion of your consulting services with SUPERVALU (a) that you will not
become an employee of, or provide similar consulting services to, any entity
which owns or operates a grocery wholesale or distribution operation within the
continental United States and (b) that you will seek SUPERVALU's prior written
consent prior to becoming an employee of, or providing similar consulting
services to, any entity which owns or operates retail food stores within the
continental United States. Should a potential conflict arise, you agree to
consult with the CEO of SUPERVALU before you become involved. Notwithstanding
the above, if the value of your IRA investments made with the proceeds of your
withdrawals from your accounts under SUPERVALU's qualified retirement plans (the
SUPERVALU Retirement Plan (both pension and profit sharing), 401(K) Plan and
ESOP) plus the market value of the shares of SUPERVALU stock you now own should,
in the aggregate, decrease by 50% or more during the 12-month period following
the expiration of this Agreement from the value of those accounts and shares as
of February 28, 1995, then this Agreement shall not prohibit you from providing
consulting services to any organization, provided that you first offer your
services to SUPERVALU and such services are declined.
5. Except as otherwise provided herein, this consulting agreement
shall terminate on December 31, 1995; however, both parties will review the
matter of continuance six months prior to such date. Either party may terminate
this Agreement upon ninety (90) days' prior written notice to the other. This
Agreement shall also terminate upon your death or complete and total disability.
6. We agree that you are hereby given notice of your tax
responsibilities as an independent contractor including your obligation to pay
income taxes and the tax on self-employment income provided for by Section 1401
of the Internal Revenue Code of 1954, as amended, with respect to your
remuneration hereunder. SUPERVALU hereby covenants and agrees that for all tax
purposes, it shall treat you as an independent contractor and shall provide you
with such tax forms or reports as may be required by Section 6041, or any
successor provision thereto, or any other provision of the Internal Revenue Code
of 1954, whether now in effect or hereafter enacted with respect to the
obligations of service recipients and independent contractors.
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We each agree to comply fully with any and all additional information or tax
return requirements which may be imposed directly on each of us by the Internal
Revenue Code, as amended from time to time, or the Internal Revenue Services
with respect to your qualification as an independent contractor hereunder.
7. Nothing in this letter shall affect your confidentiality and non-
disclosure obligations under that certain Employee Confidential Information
Agreement, between you and SUPERVALU, which became effective as of February 17,
1994.
If this letter correctly sets forth your understanding of the terms
and conditions of the Consulting Agreement, please so indicate by signing the
enclosed copy of this letter in the space indicated below and returning it to me
at your earliest convenience.
Sincerely,
/s/ Michael W. Wright
Michael W. Wright
Chairman and Chief Executive Officer
UNDERSTOOD AND AGREED:
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/s/ G W Hippen
___________________________
Gordy Hippen
4/25/95
Date: _______________________
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