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Exhibit
10.7
EMPLOYMENT
AGREEMENT
This Employment Agreement
(“Agreement”) is made effective June 1, 2000, by
and between STATER BROS. MARKETS, a California corporation,
hereinafter referred to as “Employer” and George A.
Frahm, hereinafter referred to as “Employee”. Employer
and Employee are sometime herein referred to as “party”
or collective as “parties”.
Recitals
This Agreement is made with
reference to the following facts:
A. Employee has been employed
by Employer in various capacities for more than (23) years,
and currently is serving as Vice President – Labor
Relations.
B. Employer desires to obtain
the continued services of Employee as Vice President – Labor
Relations.
C. Employee is willing to
continue serving as Vice President – Labor Relations of
Employer upon the terms and conditions hereinafter set
forth.
NOW, THEREFORE, the parties
hereby agree as follows:
1. Employment .
Employer hereby engages Employee and Employee hereby accepts
employment with Employer as Vice President – Labor
Relations.
2. Term . The term of
this Agreement shall commence on the date hereof and shall continue
for a period of three (3) years, provided that the term shall
automatically continue for an additional three (3) years
unless sooner terminated as provided in Paragraph 8.
3. Duties . Employee
shall assume and perform such reasonable responsibilities and
duties as may be ordinarily performed by a Vice President –
Labor Relations, and/or such other duties as may be assigned by the
President and Chief Executive Officer of Employer.
4. Compensation
.
4.1 Salary . Employee
shall be entitled to a basic salary in an amount equal to that
which Employee is currently receiving from Employer.
Employee’s basic salary may be increased on April 1 of
each year during the term of this Agreement in an amount, if any,
determined by Employer’s President, Chief Executive Officer
or the Board of Directors.
4.2 Bonus . In
addition to Employee’s basic salary, Employee shall be
entitled to receive such incentive and performance bonuses as may
have been earned by Employee but not yet paid by Employer as of the
date of this Agreement. In addition, Employee shall be entitled
to
receive from Employer such
incentive and performance bonuses as may be consistent with
Employer’s bonus policy for senior officers as the same may
exist from time to time, but not less than that which would have
been earned under the terms of Employer’s bonus policy for
senior officers existing as of the date of this
Agreement.
4.3 Additional
Benefits .
4.3.1 Business
Expenses . Employee shall be entitled to reimbursement for
reasonable and necessary expenses incurred by Employee in the
performance of his duties; provided, however, all such expenses
shall be substantiated and in accordance with reasonable standards
established from time to time by Employer’s Board of
Directors.
4.3.2 Company Car
. Throughout the term of this Agreement, Employee shall be entitled
to the exclusive use of a company car of at least the same type and
quality as that furnished to Employee as of the date of this
Agreement. Employer shall replace such company car from time to
time with new vehicles, such that the company car provided to
Employee shall at no time be older than two (2) years. All
expenses of maintenance, operation and insurance shall be paid by
Employer or reimbursed by Employer to Employee.
4.3.3 Benefits Generally
Offered . In addition to any other compensation or benefits to
be received by Employee pursuant to the terms of this Agreement,
Employee shall be entitled to participate, to the extent allowable
in accordance with his status, in all employee benefits offered
from time to time by Employer to its senior officers, including,
without limitation, pension plans, profit sharing plans, group life
insurance, group health insurance and group disability
insurance.
5. Vacation and Sick
Leave . Employee shall be entitled to a paid vacation of four
(4) weeks annually. In addition, Employee shall be entitled to
paid time off for personal illness in accordance with
Employer’s policy for such leave as the same may exist from
time to time.
6.
Devotion of Time . Employee shall devote his full
time, attention and energies to the business of Employer allowing
time off for illness and vacation. Notwithstanding the foregoing,
Employee may engage in other personal business so long as the
performance of such activities do not interfere with the efficient
and timely performance of Employee’s duties
hereunder.
7. Restrictive
Covenants .
7.1 Non-Competition .
During the term of Employee’s employment under this
Agreement, Employee shall not own or have any interest directly in,
or act as an officer, director, agent, employee or consultant of,
or assist in any way or in any capacity, any person, firm,
association, partnership, corporation, or entity which shall be
competitive with the supermarket business then engaged in by
Employer,
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in any area where Employer
engages in business. The restrictions of this Paragraph prohibiting
ownership in a competitive business shall not apply to (i) any
ownership or interest held by Employee at the time of execution of
this Agreement, (ii) any ownership of publicly traded stock,
or (iii) any investment in real property (whether made
directly or through the vehicle of a partnership, corporation,
investment trust or other entity), notwithstanding the fact that a
supermarket in competition with Employer might be a lessee of some
or all of such real property.
7.2 Delivery of
Records . Upon termination of Employee’s employment with
Employer, Employee shall deliver to Employer all books, records,
lists of suppliers and customers, samples, price lists, brochures
and other property belonging to Employer or developed in connection
with the business of Employer.
7.3 Confidentiality .
Except in the course of Employer’s business, Employee shall
not at any time during or after his employment with Employer,
reveal, divulge or make known to any person, firm or corporation
any confidential knowledge or information or any confidential facts
concerning any suppliers, customers, methods, processes,
developments, schedules, lists or plans of or relating to the
business of Employer and will retain all confidential knowledge and
information which he has acquired or which he will acquire during
his employment therewith relating to such suppliers, customers,
methods, processes, developments, schedules, lists or plans and the
business of Employer for the sole benefit of Employer, its
successors and assigns; provided, however, that this restriction
shall not apply to any kno
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