Fill and Sign the Agreement Chief Officer Form

Employment Agreement with Chief Operating Officer of Retail Grocery Stores Employment Agreement made on the ______________ (date) , between _______________________ (Name of Employee) of _________________________________ _____________________________________ (street address, city, county, state, zip code) , referred to herein as Employee , and ____________________________ (Name of Employer) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ________________________________________________________ ___________ (street address, city, county, state, zip code) , referred to herein as Company . Whereas, Company desires to employ Employee as Chief Operating Officer; and Whereas, Employee and the Company desire to enter into this written Employment Agreement, hereinafter called the Agreement , and to be bound by the terms and conditions of this Agreement; Now, therefore, for and in consideration of the mutual covenants contained in this agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Capacity and Duties. A. Employee shall be employed by the Company as Chief Operating Officer (COO), and, shall be subject to the supervision and control of the Company 's Chairman of the Board, Chief Executive Officer and the Board of Directors of Company. Employee agrees to perform such duties and responsibilities normally associated with the position of Chief Operating Officer of a retail grocery store chain. Employee will also perform such duties and as may reasonably be assigned to Employee from time to time by the Company 's Chairman of the Board, Chief Executive Officer or by the Company 's Board of Directors. Employee is required to work those hours necessary to perform properly such duties and responsibilities normally associated with the position of such a COO and as may reasonably be assigned to Employee from time to time pursuant to this Agreement . B. Without limiting the forgoing, Employee shall provides accountability and oversight for all retail operations, be responsible for sales, expense control, inventory management, and gross margin, and provide direction for a team of merchandisers, supervisors, store managers and support staff. 2. Compensation and Fringe Benefits A. Base Salary. As base compensation for Employee 's services under this Agreement , the Company shall pay to Employee an initial salary at an annual rate of $____________, hereinafter called the Base Salary. Employee 's Base Salary will be payable in accordance with the Company 's regular payroll practices in effect from time to time during Employee 's employment, but not less than monthly. Employee 's Base Salary shall be reviewed by the Company no less often than annually and shall be adjusted upon review as determined by the Company . B. Period Bonus. Employee shall be eligible to receive an annual incentive bonus, pursuant to the Plan described in Exhibit A attached hereto and made a part hereof, and subject to the Plan's eligibility requirements and other terms, conditions and restrictions. C. Additional Bonuses. Employee shall not be entitled to receive any other bonuses from the Company ; provided, however, that the Company may award Employee such additional bonuses as it determines are appropriate in its sole discretion. D. Fringe Benefits . Fringe Benefits such as retirement, insurance, vacation, expense reimbursement, travel allowance and other such Benefits are described in Exhibit B attached hereto and made a part hereof. E. Payments After Termination of Employment. Regardless of the reason for the termination of Employee 's employment, whether by Employee or the Company , whether or not due to Employee 's death or disability, and whether or not for cause, Employee , or his Estate, will receive unpaid Base Salary for any days actually worked by Employee prior to the termination of his employment, expense reimbursement for all reasonable expenses incurred by him in connection with the performance of his duties prior to the termination of his employment, and payment for accrued but unused vacation pay to the extent Employee may be eligible for such payment under the Company 's policies. 3. Termination of Employment A. Death of Employee. Employee 's employment under this Agreement shall immediately terminate upon his death. B. Employee's Disability. Employee 's employment under this Agreement may be terminated by the Company in the event of Employee 's disability, which shall mean Employee 's inability, for a total of _____ (number of weeks) weeks or more in any rolling _____ (number) -month period to perform the essential duties of Employee 's position, with any reasonable accommodation required by law, due to a mental or physical impairment which substantially limits one or more major life activities. The determination as to whether Employee has a disability shall be made by a physician selected by the Company , and Employee agrees to submit to reasonable medical examinations upon the request and at the expense of the Company . C. Termination for Cause. Company may terminate Employee 's employment at any time for cause , which for purposes of this Agreement shall mean any of the following: 1. Self-dealing, willful misconduct, fraud, misappropriation, embezzlement, dishonesty, or misrepresentation (other than a good faith dispute over an expense account charge that is of an immaterial and insignificant amount); 2. Being charged by governmental authorities with or convicted of a felony; 3. Material failure of Employee to perform his known duties and responsibilities to the Company which persists for more than ______ (number) days after written notice or which recurs [i.e., the same or substantially similar matter which has been cured after written notice from the Company occurs again within the succeeding ______ (number) -month period ]; 4. Gross negligence which persists for more than ____ (number) days after written notice from the Company or which recurs; 5. Any violation of the Company 's Code of Business Conduct and Ethics (as it may be amended, restated, or replaced from time to time) which causes, or is likely to cause, a material or significant injury to the Company or which recurs; 6. Violation in any material respect by Employee of any policy, rule, or reasonable direction or regulation of the Company which persists for more than _____ (number) days after written notice or which recurs; 7. Any violation by Employee of the provisions of Section 4 below regarding disclosure of confidential information; or 8. Any violation by Employee of any material provision of this Agreement which persists for more than _____ (number) days after written notice or which recurs. D. Nondisclosure Agreement. Termination of Employee 's employment either by Employee or the Company , whether with or without cause, and whether or not due to Employee 's death or disability, shall not release Employee from Employee 's obligations and restrictions Section 4 below. 4. Nondisclosure of Confidential Information Employee agrees that for and during the entire term of this Agreement, any information, data, figures, sales figures, projections, estimates, customer lists, tax records, personnel history, accounting procedures, promotions, and the like, shall be considered and kept as the private and privileged records of Company and will not be divulged to any person, firm, corporation, or other entity except on the direct authorization of the Chief Executive Officer of Company. Further, upon termination of this Agreement for any cause, Employee agrees that he will continue to treat as private and privileged any information, data, figures, projections, estimates, customer lists, tax records, personnel history, accounting procedures, and the like, and will not release any such information to any person, firm, corporation, or other entity, either by statement, deposition, or as a witness, except upon direct written authority of the Chief Executive Officer of Company, and Company shall be entitled to an injunction by any competent court to enjoin and restrain the unauthorized disclosure of such information. 5. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 6. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement , or the waiver of any breach of any of the terms and conditions of this Agreement , shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 7. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _____________. 8. Notices Any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement . 9. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement , the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 10. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 11. Entire Agreement This Agreement shall constitute the entire Agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement . 12. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. 13. Assignment of Rights The rights of each party under this Agreement are personal to that party and may not be assigned or transferred to any other person, firm, corporation, or other entity without the prior, express, and written consent of the other party. 14. In this Agreement, any reference to a party includes that party's heirs, executors, administrators, successors and assigns, singular includes plural and masculine includes feminine. WITNESS our signatures as of the day and date first above stated. _______________________ (Name of Company) ________________________ By:________________________________ (P rinted name) ________________________ ________________________ (P rinted name & Office in Corporation) (Signature of Employee) _______________________ (Signature of Officer)