EXHIBIT 10.1
The Kroger Co.
1014 Vine
Street · Cincinnati, Ohio
45202-1100
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David B. Dillon
Chairman of the Board
Chief Executive Officer
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513-762-4020
FAX 513-762-1400
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June 24, 2009
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Don McGeorge
President and Chief Operating
Officer
Dear Don:
This letter is the complete
agreement between you and The Kroger Co. regarding the terms on
which you will be concluding a long and successful career.
This agreement recognizes the fact that you advised Kroger early in
2009 of your desire to retire in 2011 and that, after careful
consideration, Kroger has determined that the most effective way to
complete the transition from your leadership to that of your
successor, will instead occur as reflected in this agreement.
Therefore, you and Kroger have agreed to the following
terms:
1.
Effective August 1 , 2009, you
will relinquish your duties and responsibilities as President and
Chief Operating Officer of Kroger and assume the office of Special
Advisor to the Chief Executive Officer. In that position you
will be an officer of Kroger and will support the transition of
leadership by conducting discussions with Company officials and by
giving advice and counsel to the Chief Executive Officer. You
will also perform such other duties as may be assigned to you by
the Chief Executive Officer.
2.
Effective December 1, 2009, or
on such earlier date as you and the Company may agree, you will
relinquish the responsibilities of Special Advisor to the Chief
Executive Officer, and you will no longer be an officer of
Kroger. Effective December 1, 2009, you will resign and
retire from Kroger’s Board of Directors.
3.
Kroger will continue to pay your
salary through October 1, 2011. The amount of that
salary will be the amount in effect on August 1, 2009;
provided, however, that if Kroger implements salary increases for
executives for the explicit purpose of offsetting the elimination
of tax gross-ups, then you will receive the same tr
