Exhibit 10.4
ARDEN GROUP, INC.
THIRD AMENDMENT TO
EMPLOYMENT AGREEMENT
OF
BERNARD BRISKIN
This Third Amendment to Employment
Agreement (the “Third Amendment”) is made and entered
into effective as of December 31, 2008 by and between Arden
Group, Inc., a Delaware corporation (“Arden
Group”), Arden-Mayfair, Inc., a Delaware corporation and
a wholly-owned subsidiary of Arden Group
(“Arden-Mayfair”), AMG Holdings, Inc., formerly
known as Telautograph Corporation, a Virginia corporation and a
wholly-owned subsidiary of Arden-Mayfair (“AMG”),
Gelson’s Markets, a California corporation and a wholly-owned
subsidiary of Arden-Mayfair (“Gelson’s”)(Arden
Group, Arden-Mayfair, AMG and Gelson’s are herein sometimes
referred to collectively as the “Companies” and
individually as a “Company”), and Bernard Briskin
(“Employee”), with reference to the following
facts:
A.
The parties hereto are parties to that certain Employment Agreement
dated as of May 13, 1988, as amended by that certain Amendment
to Employment Agreement dated April 27, 1994, and as further
amended by that certain Second Amendment To Employment Agreement
dated January 1, 1997 (collectively, the
“Agreement”).
B.
Pursuant to Section 21 of the Agreement, the parties desire to
amend the Agreement, effective December 31, 2008, as set forth
herein.
NOW, THEREFORE
, for and in consideration of the
promises, covenants and agreements hereinafter set forth, the
parties hereto agree as follows:
1.
The first sentence of Section 9(a) of the Agreement is
deleted and replaced with the following two
(2) sentences:
“(a)
Commencing on the date which is six (6) months after the later
of (i) the date of Employee’s Retirement (as said term
is hereafter defined in subsection 9(c) below) or
(ii) the date Employee experiences a “separation from
service” as defined under Treas. Reg. § 1.409A-1(h), the
Company shall pay to Employee on a monthly basis in arrears for so
long as Employee shall be living an amount per annum equal to
twenty-five (25%) of Employee’s average Base Salary and Bonus
(not including benefits, stock option rights or other employee
compensation) which Employee had earned and accrued with respect to
the last three (3) full fiscal years of the Company prior to
Employee’s Retirement. Notwithstanding the preceding
sentence, a portion of such benefit shall be paid to Employee on a
monthly basis during the six (6) month period immediately
following the later of (i) or (ii) in the immediately
preceding sentence on a regularly scheduled payment pursuant to
this Section 9 in an amount equal to one-twelfth (1/12
th ) of two times the lesser of (x) the sum of
the Employee’s annualized compensation based upon the annual
rate of pay for services provided to the Company for the
Employee’s taxable year preceding the taxable year in which
the Employee has a “separation from service” with the
Company (adjusted for any increase during that year that was
expected to continue indefinitely if the Employee had not separated
from service); or (y) the maximum amount that may be taken
into account under a qualified plan pursuant to
Section&nb
