{"id":39160,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/employment-agreement-fleming-companies-inc-and-john-t.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"employment-agreement-fleming-companies-inc-and-john-t","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/employment-agreement-fleming-companies-inc-and-john-t.html","title":{"rendered":"Employment Agreement &#8211; Fleming Companies Inc. and John T. Standley"},"content":{"rendered":"<pre>                       EMPLOYMENT AGREEMENT\n\n\n          AGREEMENT, dated as of May 17, 1999, by and between\nFLEMING COMPANIES, INC., an Oklahoma corporation (the 'Company')\nand JOHN T. STANDLEY ('Executive').\n\n          IN CONSIDERATION of the premises and the mutual\ncovenants set forth below, the parties hereby agree as follows:\n\n          1.   Employment.  The Company hereby agrees to employ\nExecutive as Executive Vice President and Chief Financial Officer\nof the Company, and Executive hereby accepts such employment, on\nthe terms and conditions hereinafter set forth.\n\n          2.   Term.  The period of employment of Executive by\nthe Company hereunder (the 'Employment Period') shall commence on\nMay 17, 1999 (the 'Commencement Date') and shall continue through\nMay 16, 2004.  The Employment Period may be sooner terminated in\naccordance with Section 6 of this Agreement.\n\n          3.   Position and Duties.  During the Employment\nPeriod, Executive shall report directly to the board of directors\nof the Company (the 'Board').  Executive shall have those powers\nand duties normally associated with the positions of Executive\nVice President and Chief Financial Officer.  Executive shall\ndevote substantially all of his working time, attention and\nenergies (other than absences due to illness or vacation) to the\nperformance of his duties for the Company.  Notwithstanding the\nabove, Executive shall be permitted, to the extent such\nactivities do not interfere with the performance by Executive of\nhis duties and responsibilities hereunder or violate Sections\n10(a), (b) or (c) of this Agreement, to (i) manage Executive's\npersonal, financial and legal affairs, (ii) serve on civic or\ncharitable boards or committees and (iii) subject to the Board's\napproval (which approval shall not be unreasonably withheld),\nserve on the board of directors or other similar governing body\nof any other corporation or other business entity or trade\norganization. \n\n          4.   Place of Performance.  The principal place of\nemployment of Executive shall be at the Company's principal\nexecutive offices.\n\n          5.   Compensation and Related Matters.\n\n               (a)  Base Salary.  During the Employment Period\nthe Company shall pay Executive a base salary at the rate of not\nless than $450,000 per year ('Base Salary').  Executive's Base\nSalary shall be paid in approximately equal installments in\naccordance with the Company's customary payroll practices.\nExecutive's Base Salary shall be subject to increase, but not\ndecrease, pursuant to annual review by the Compensation and\nOrganization Committee of the Board (the 'Compensation\nCommittee').  Such increased Base Salary shall then constitute\nthe Base Salary for all purposes of this Agreement.\n\n               (b)  Company Stock Option. The Company has\ngranted to Executive, on the Commencement Date, (i) a stock\noption to purchase 100,000 shares of the common stock of the\nCompany, par value $2.50 per share (the 'Company Stock'), at an\nexercise price of $9.1563 per share, pursuant to the Company's\n1990 Stock Option Plan, (ii) a stock option to purchase 100,000\nshares of Company Stock at an exercise price of $9.0625 per\nshare, pursuant to the Company's 1996 Stock Incentive Plan, and\n(iii) a stock option to purchase 150,000 shares of Company Stock\nat an exercise price of $9.1563 per share, pursuant to the\nCompany's 1999 Stock Incentive Plan (the 'New Plan'), subject to\nthe receipt of approval of the New Plan by the shareholders of\nthe Company (collectively, the 'Company Options').  The Company\nshall, at the next annual meeting of the shareholders of the\nCompany following the Commencement Date, submit the New Plan,\ntogether with the Company's recommendation that its shareholders\napprove the New Plan, to its shareholders for their approval and\nshall use its reasonable efforts to obtain such shareholder\napproval.  Each of the Company Options has a scheduled 10-year\nterm and, subject to the terms of the applicable stock option\nagreements between the Company and Executive, shall vest and\nbecome exercisable (i) with respect to 25% of the shares of\nCompany Stock subject to such Company Options on each of the\nfirst four anniversaries of the Commencement Date and (ii) upon\nthe occurrence of a Change of Control (as such term is defined in\nthat certain Change of Control Employment Agreement, dated as of\nthe date of this Agreement, between the Company and Executive)\nwith respect to 100% of the Company Stock subject to Company\nOptions. \n\n               (c)  Annual Bonus.  Executive shall have a target\nannual bonus of 65% of Base Salary and a maximum annual bonus of\n130% of Base Salary, based upon meeting performance goals\nestablished by the Compensation Committee.  The performance goals\nand corresponding bonus amounts during the Employment Period\nshall be established by the Compensation Committee after detailed\nconsultation with Executive.\n\n               (d)  Expenses.  The Company shall promptly\nreimburse Executive for all reasonable business expenses upon the\npresentation of reasonably itemized statements of such expenses\nin accordance with the Company's policies and procedures now in\nforce or as such policies and procedures may be modified with\nrespect to all senior executive officers of the Company.  In\naddition, the Company shall reimburse Executive for all legal\nfees and expenses reasonably incurred by Executive in connection\nwith the negotiation and review of this Agreement and the\nagreements contemplated hereby, in an amount not to exceed\n$2,000.  \n\n               (e)  Vacation.  Executive shall be entitled to\nthe number of weeks of vacation per year provided to the\nCompany's senior executive officers.\n\n               (f)  Restricted Stock Grant.  The Company has\ngranted to Executive, on the Commencement Date, twenty thousand\n(20,000) shares of restricted Company Stock (the 'Restricted\nStock') pursuant to the Company's 1990 Stock Incentive Plan.  In\nconnection with the grant of the Restricted Stock, Executive\nshall make an election prior to June 16, 1999 to include in gross\nincome the value of the Restricted Stock on the date of grant\npursuant to Section 83(b) of the Internal Revenue Code of 1986,\nas amended (the 'Code').  Upon notification from Executive that\nhe has made such election, the Company shall pay to Executive an\nadditional payment in an amount necessary to cause the net amount\nof such payment that is retained by Executive after the\ncalculation and deduction of any and all federal, state and local\nincome taxes and employment taxes on such payment to be equal to\nExecutive's income taxes attributable to the Restricted Stock and\nExecutive's election under Section 83(b) of the Code in\nconnection with the Restricted Stock.  \n\n               (g)  Welfare, Pension and Incentive Benefit\nPlans.  During the Employment Period, Executive (and his spouse\nand dependents to the extent provided therein) shall be entitled\nto participate in and be covered under all the welfare benefit\nplans or programs maintained by the Company from time to time for\nthe benefit of its senior executives including, without\nlimitation, all medical, life, hospitalization, dental,\ndisability, accidental death and dismemberment and travel\naccident insurance plans and programs.  In addition, during the\nEmployment Period, Executive shall be eligible to participate in\nall pension, retirement, savings and other employee benefit plans\nand programs maintained from time to time by the Company for the\nbenefit of its senior executives or any annual incentive or long-\nterm performance plans.\n\n               (h)  Offices.  Executive shall serve, without\nadditional compensation, as a director or trustee of the\nCompany's wholly-owned subsidiaries, (and as a member of any\ncommittees of the board of directors of any such entities), and\nin one or more executive positions of any of such subsidiaries,\nprovided that Executive is indemnified for serving in any and all\nsuch capacities on a basis no less favorable than is then\nprovided to any other director of such entity.\n\n               (i)  Relocation.  The Company shall purchase the\nExecutive's current house in Beaverton, Oregon at a purchase\nprice equal to the greater of its appraised value (as set forth\nin an appraisal performed by an appraiser selected by Executive\nand approved by the Company) or Executive's invested cost in such\nhouse.  In addition, the Executive shall be provided with the\nCompany's standard relocation program for senior executive\nofficers in order to relocate to the Company's principal\nexecutive offices, including travel costs, temporary housing,\nmoving costs of automobiles and household belongings, storage\ncosts for up to one year, and any other expenses necessary to\nefficiently effect Executive's relocation. \n\n               (j)  Indemnification and Insurance.  Executive\nshall be indemnified and held harmless by the Company during the\nterm of this Agreement and following any termination of this\nAgreement for any reason whatsoever in the same manner as would\nany other key management associate of the Company with respect to\nacts or omissions occurring prior to the termination of\nemployment of the Executive under this Agreement.  In addition,\nduring the Employment Period and for a period of five years\nfollowing the termination of employment of the Executive under\nthis Agreement for any reason whatsoever, the Executive shall be\ncovered by a Company-held directors and officers liability\ninsurance policy covering acts or omissions occurring prior to\nthe termination of employment of the Executive under this\nAgreement. \n\n          6.   Termination.  Executive's employment hereunder\nmay be terminated during the Employment Period under the\nfollowing circumstances:\n\n               (a)  Death.  Executive's employment hereunder\nshall terminate upon his death.\n\n               (b)  Disability.  If, as a result of Executive's\nincapacity due to physical or mental illness, Executive shall\nhave been substantially unable to perform his duties hereunder\nfor an entire period of six (6) consecutive months, and within\nthirty (30) days after written Notice of Termination is given\nafter such six (6) month period, Executive shall not have\nreturned to the substantial performance of his duties on a full-\ntime basis, the Company shall have the right to terminate\nExecutive's employment hereunder for 'Disability', and such\ntermination in and of itself shall not be, nor shall it be deemed\nto be, a breach of this Agreement.\n\n               (c)  Cause.  The Company shall have the right to\nterminate Executive's employment for Cause, and such termination\nshall not be, nor shall it be deemed to be, a breach of this\nAgreement.  For purposes of this Agreement, the Company shall\nhave 'Cause' to terminate Executive's employment upon:\n\n                    (i)    Executive's conviction of a felony by\n               a federal or state court of competent\n               jurisdiction; or\n\n                    (ii)   an act or acts of dishonesty taken by\n               Executive and intended to result in substantial\n               personal enrichment of Executive at the expense\n               of the Company; or\n\n                    (iii)  Executive's 'willful' failure to\n               follow a direct, reasonable and lawful order from\n               the Board and\/or the Chairman and Chief Executive\n               Officer, within the reasonable scope of\n               Executive's duties, which failure is not cured\n               within thirty (30) days.\n\nFor purposes of this Section 6(c), no act, or failure to act, by\nExecutive shall be considered 'willful' unless done, or omitted\nto be done, by Executive not in good faith and without a\nreasonable belief that the act or omission was in the best\ninterests of the Company.  Cause shall not exist under paragraphs\n(i), (ii) or (iii) above unless and until the Company has\ndelivered to Executive a copy of a resolution duly adopted by not\nless than three-fourths (3\/4ths) of the Board (excluding\nExecutive) at a meeting of the Board called and held for such\npurpose (after reasonable notice to Executive and an opportunity\nfor Executive, together with his counsel, to be heard before the\nBoard), finding that in the good faith opinion of the Board,\nExecutive was guilty of the conduct set forth in paragraphs\n(i),(ii) or (iii) and specifying the particulars thereof in detail.\n\n               (d)  Good Reason.  Executive may terminate his\nemployment for 'Good Reason' by providing Notice of Termination\n(as defined in Section 7(a)) to the Company within one hundred\nand twenty (120) days after Executive has actual knowledge of the\noccurrence, without the written consent of Executive, of one of\nthe events set forth below.  Executive's Date of Termination for\nGood Reason shall be fifteen (15) days after Notice of\nTermination, unless the basis for Good Reason has been cured by\nthe Company prior to such date:\n\n                    (i)    the assignment to Executive of duties\n               materially and adversely inconsistent with\n               Executive's status as Executive Vice President\n               and Chief Financial Officer of the Company or a\n               material and adverse alteration in the nature of\n               Executive's duties and\/or responsibilities,\n               reporting obligations, titles or authority;\n\n                    (ii)   a reduction by the Company in\n               Executive's Base Salary;\n\n                    (iii)  the relocation of (a) the Company's\n               principal executive offices or Executive's own\n               office location to a location more than twenty\n               five (25) miles from Oklahoma City except with\n               respect to one relocation during the term of this\n               Agreement, provided  such relocation is pursuant\n               to recommendation of the Chairman and Chief\n               Executive Officer or an action by the Board\n               concurred in by the Chairman and Chief Executive\n               Officer, as evidenced by his vote, or (b)\n               Executive's office location to a place other than\n               the Company's principal executive offices except\n               to the extent Executive accepts operating line\n               responsibilities which would require him to\n               relocate in the judgment of the Chief Executive\n               Officer;\n\n                    (iv)   the Company's failure to provide any\n               material employee benefits due to be provided to\n               Executive (other than any such failure which\n               affects all senior executive officers); or \n\n                    (v)    the failure of any successor to the\n               Company to assume this Agreement pursuant to\n               Section 12(a). \n\nExecutive's right to terminate his employment hereunder for Good\nReason shall not be affected by his incapacity due to physical or\nmental illness.  Executive's continued employment during the one\nhundred and twenty (120) day period referred to above in this\nparagraph (d) shall not constitute consent to, or a waiver of\nrights with respect to, any act or failure to act constituting\nGood Reason hereunder.\n\n               (e)  Without Cause.  The Company shall have the\nright to terminate Executive's employment hereunder without Cause\nby providing Executive with a Notice of Termination, and such\ntermination shall not in and of itself be, nor shall it be deemed\nto be, a breach of this Agreement.\n\n          7.   Termination Procedure.\n\n               (a)  Notice of Termination.  Any termination of\nExecutive's employment by the Company or by Executive during the\nEmployment Period (other than termination pursuant to Section\n6(a)) shall be communicated by written Notice of Termination to\nthe other party hereto in accordance with Section 13.  For\npurposes of this Agreement, a 'Notice of Termination' shall mean\na written notice which shall indicate the specific termination\nprovision in this Agreement relied upon and shall set forth in\nreasonable detail the facts and circumstances claimed to provide\na basis for termination of Executive's employment under the\nprovision so indicated.\n\n               (b)  Date of Termination.  'Date of Termination'\nshall mean (i) if Executive's employment is terminated by his\ndeath, the date of his death, (ii) if Executive's employment is\nterminated pursuant to Section 6(b), thirty (30) days after\nNotice of Termination (provided that Executive shall not have\nreturned to the substantial performance of his duties on a full-\ntime basis during such thirty (30) day period), (iii) if\nExecutive's employment is terminated pursuant to Section 6(d),\nthe date provided in such Section, and (iv) if Executive's\nemployment is terminated for any other reason, the date on which\na Notice of Termination is given or any later date (within thirty\n(30) days after the giving of such notice) set forth in such\nNotice of Termination.\n\n          8.   Compensation Upon Termination or During\nDisability.  In the event Executive is disabled or his employment\nterminates during the Employment Period, the Company shall\nprovide Executive with the payments and benefits set forth below. \nExecutive acknowledges and agrees that the payments set forth in\nthis Section 8, and the other agreements and plans referenced in\nthis Agreement, constitute the sole and liquidated damages for\ntermination of his employment during the Employment Period.\n\n               (a)  Termination By Company without Cause or By\nExecutive for Good Reason.  If Executive's employment is\nterminated by the Company without Cause or by Executive for Good\nReason:\n\n                    (i)    the Company shall pay to Executive\n               (A) his Base Salary and accrued vacation pay\n               through the Date of Termination, as soon as\n               practicable following the Date of Termination,\n               and (B) continued Base Salary (as provided for in\n               Section 5(a)) for a period of twenty-four (24)\n               months following the Date of Termination;\n\n                    (ii)  the Company shall maintain in full\n               force and effect, for the continued benefit of\n               Executive, his spouse and his dependents for a\n               period of twenty-four (24) months following the\n               Date of Termination the medical, hospitalization,\n               dental, and life insurance programs in which\n               Executive, his spouse and his dependents were\n               participating immediately prior to the Date of\n               Termination at the level in effect and upon\n               substantially the same terms and conditions\n               (including without limitation contributions\n               required by Executive for such benefits) as\n               existed immediately prior to the Date of\n               Termination; provided, that if Executive, his\n               spouse or his dependents cannot continue to\n               participate in the Company programs providing\n               such benefits, the Company shall arrange to\n               provide Executive, his spouse and his dependents\n               with the economic equivalent of such benefits\n               which they otherwise would have been entitled to\n               receive under such plans and programs ('Continued\n               Benefits'); provided, that if Executive becomes\n               reemployed with another employer and is eligible\n               to receive medical or other welfare benefits\n               under another employer provided plan, the medical\n               and other welfare benefits described herein shall\n               be secondary to those provided under such other\n               plan during such applicable period; \n\n                    (iii)  the Company shall reimburse Executive\n               pursuant to Section 5(d) for reasonable expenses\n               incurred, but not paid, prior to such termination\n               of employment; and\n\n                    (iv)   Executive shall be entitled to any\n               other rights, compensation and\/or benefits as may\n               be due to Executive following such termination to\n               which he is otherwise entitled in accordance with\n               the terms and provisions of any agreements, plans\n               or programs of the Company.\n\n               (b)  Cause or By Executive Without Good Reason. \nIf Executive's employment is terminated by the Company for Cause\nor by Executive (other than for Good Reason):\n\n                    (i)    the Company shall pay Executive his\n               Base Salary and his accrued vacation pay (to the\n               extent required by law or the Company's vacation\n               policy) through the Date of Termination, as soon\n               as practicable following the Date of Termination; \n\n                    (ii)   the Company shall reimburse Executive\n               pursuant to Section 5(d) for reasonable expenses\n               incurred, but not paid, prior to such termination\n               of employment, unless such termination resulted\n               from a misappropriation of Company funds; and\n\n                    (iii)  Executive shall be entitled to any\n               other rights, compensation and\/or benefits as may\n               be due to Executive following such termination to\n               which he is otherwise entitled in accordance with\n               the terms and provisions of any agreements, plans\n               or programs of the Company.\n\n               (c)  Disability.  During any period that\nExecutive fails to perform his duties hereunder as a result of\nincapacity due to physical or mental illness ('Disability\nPeriod'), Executive shall continue to receive his full Base\nSalary set forth in Section 5(a) until his employment is\nterminated pursuant to Section 6(b).  In the event Executive's\nemployment is terminated for Disability pursuant to Section 6(b):\n\n                     (i)    the Company shall pay to Executive\n               (A) his Base Salary and accrued vacation pay\n               through the Date of Termination, as soon as\n               practicable following the Date of Termination,\n               and (B) provide Executive with disability\n               benefits pursuant to the terms of the Company's\n               disability programs; \n\n                    (ii)   the Company shall reimburse Executive\n               pursuant to Section 5(d) for reasonable expenses\n               incurred, but not paid, prior to such termination\n               of employment; and\n\n                    (iii)  Executive shall be entitled to any\n               other rights, compensation and\/or benefits as may\n               be due to Executive following such termination to\n               which he is otherwise entitled in accordance with\n               the terms and provisions of any agreements, plans\n               or programs of the Company.\n\n               (d)  Death.  If Executive's employment is\nterminated by his death:\n\n                     (i)    the Company shall pay in a lump sum\n               to Executive's beneficiary, legal representatives\n               or estate, as the case may be, Executive's Base\n               Salary through the Date of Termination;\n\n                    (ii)   the Company shall reimburse\n               Executive's beneficiary, legal representatives,\n               or estate, as the case may be, pursuant to\n               Section 5(d) for reasonable expenses incurred,\n               but not paid, prior to such termination of\n               employment; and\n\n                    (iii)  Executive's beneficiary, legal\n               representatives or estate, as the case may be,\n               shall be entitled to any other rights,\n               compensation and benefits as may be due to any\n               such persons or estate following such termination\n               to which such persons or estate is otherwise\n               entitled in accordance with the terms and\n               provisions of any agreements, plans or programs\n               of the Company.\n\n          9.   Mitigation.  Executive shall not be required to\nmitigate amounts payable under this Agreement by seeking other\nemployment or otherwise, and there shall be no offset against\namounts due Executive under this Agreement on account of\nsubsequent employment except as specifically provided herein.\n\n          10.  Confidential Information, Ownership of Documents;\nNon-Competition.\n\n               (a)  Confidential Information.  Executive shall\nhold in a fiduciary capacity for the benefit of the Company all\ntrade secrets and confidential information, knowledge or data\nrelating to the Company and its businesses and investments and\nits Affiliates, which shall have been obtained by Executive\nduring Executive's employment by the Company and which is not\ngenerally available public knowledge (other than by acts by\nExecutive in violation of this Agreement).  Except as may be\nrequired or appropriate in connection with his carrying out his\nduties under this Agreement, Executive shall not, without the\nprior written consent of the Company or as may otherwise be\nrequired by law or any legal process, or as is necessary in\nconnection with any adversarial proceeding against the Company\n(in which case Executive shall use his reasonable best efforts in\ncooperating with the Company in obtaining a protective order\nagainst disclosure by a court of competent jurisdiction),\ncommunicate or divulge any such trade secrets, information,\nknowledge or data to anyone other than the Company and those\ndesignated by the Company or on behalf of the Company in the\nfurtherance of its business or to perform duties hereunder.\n          \n               (b)  Removal of Documents; Rights to Products;\nOther Property.  All records, files, drawings, documents, models,\nequipment, and the like relating to the Company's business and\nits Affiliates, which Executive has control over shall not be\nremoved from the Company's premises without its written consent,\nunless such removal is in the furtherance of the Company's\nbusiness or is in connection with Executive's carrying out his\nduties under this Agreement and, if so removed, shall be returned\nto the Company promptly after termination of Executive's\nemployment hereunder, or otherwise promptly after removal if such\nremoval occurs following termination of employment.  Executive\nshall assign to the Company all rights to trade secrets and other\nproducts relating to the Company's business developed by him\nalone or in conjunction with others at any time while employed by\nthe Company.  Executive shall also return to the Company all\nCompany-provided vehicles in his possession or control.\n\n               (c)  Protection of Business.  During the\nEmployment Period and until the second anniversary of Executive's\nDate of Termination (other than if such termination is by the\nCompany without Cause or by Executive for Good Reason), the\nExecutive will not directly or indirectly, alone, in association\nwith or as a shareholder, principal, agent, partner, officer,\ndirector, employee or consultant of any other organization,\nengage in the business of the retail sale or wholesale\ndistribution of food and related products (including, without\nlimitation, health and beauty care and general merchandise\nproducts and all other products sold to the supermarket industry\n(the 'Food Distribution Business')) within the Standard\nMetropolitan Statistical Areas ('SMSAs') in which the Company or\nany of its subsidiaries are conducting material business\noperations or actively soliciting business as of the Date of\nTermination; provided, however, this Section 10(c) shall not\npreclude Executive's employment or other relationship with any\nnational retail chain engaged in the Food Distribution Business,\nregardless of location, such as Kroger, Albertson's, or Safeway. \nNotwithstanding the preceding sentence, Executive shall not be\nprohibited from owning less than one percent (1%) of any publicly\ntraded corporation (or from owning any greater percentage if such\nownership is through a mutual fund or other diversified\ninvestment vehicle in which he has a passive and minority\ninterest), whether or not such corporation is in the Food\nDistribution Business.  If, at any time, the provisions of this\nSection 10(c) shall be determined to be invalid or unenforceable,\nby reason of being vague or unreasonable as to area, duration or\nscope of activity, this Section 10(c) shall be considered\ndivisible and shall become and be immediately amended to only\nsuch area, duration and scope of activity as shall be determined\nto be reasonable and enforceable by the court or other body\nhaving jurisdiction over the matter; and Executive agrees that\nthis Section 10(c) as so amended shall be valid and binding as\nthough any invalid or unenforceable provision had not been\nincluded herein.  The parties agree that the duration and\ngeographic area for which the covenant not to compete set forth\nin this Section 10(c) is to be effective are reasonable.  \n\n               (d)  Injunctive Relief.  In the event of a breach\nor threatened breach of this Section 10, Executive agrees that\nthe Company shall be entitled to injunctive relief in a court of\nappropriate jurisdiction to remedy any such breach or threatened\nbreach, Executive acknowledging that damages would be inadequate\nand insufficient.\n\n               (e)  Continuing Operation.  Except as\nspecifically provided in this Section 10, the termination of\nExecutive's employment or of this Agreement shall have no effect\non the continuing operation of this Section 10.\n\n          11.  Arbitration; Legal Fees and Expenses.  The\nparties agree that Executive's employment and this Agreement\nrelate to interstate commerce, and that any disputes, claims or\ncontroversies between Executive and the Company which may arise\nout of or relate to the Executive's employment relationship or\nthis Agreement shall be settled by arbitration.  This agreement\nto arbitrate shall survive the termination of this Agreement. \nAny arbitration shall be in accordance with the Rules of the\nAmerican Arbitration Association and shall be undertaken pursuant\nto the Federal Arbitration Act.  Arbitration will be held in\nOklahoma City, Oklahoma unless the parties mutually agree on\nanother location.  The decision of the arbitrator(s) will be\nenforceable in any court of competent jurisdiction.  The parties\nagree that punitive, liquidated or indirect damages shall not be\nawarded by the arbitrator(s).  Nothing in this agreement to\narbitrate, however, shall preclude the Company from obtaining\ninjunctive relief from a court of competent jurisdiction\nprohibiting any on-going breaches by Executive of this Agreement\nincluding, without limitation, violations of Section 10.  If any\ncontest or dispute shall arise between the Company and Executive\nregarding any provision of this Agreement, the Company shall\nreimburse Executive for all legal fees and expenses reasonably\nincurred by Executive in connection with such contest or dispute,\nbut only if Executive is successful in respect of one or more of\nExecutive's material claims or defenses brought, raised or\npursued in connection with such contest or dispute.  Such\nreimbursement shall be made as soon as practicable following the\nresolution of such contest or dispute to the extent the Company\nreceives reasonable written evidence of such fees and expenses.\n\n          12.  Successors Binding Agreement.\n\n               (a)  Company's Successors.  No rights or\nobligations of the Company under this Agreement may be assigned\nor transferred except that the Company will require any successor\n(whether direct or indirect, by purchase, merger, consolidation\nor otherwise) to all or substantially all of the business and\/or\nassets of the Company to expressly assume and agree to perform\nthis Agreement in the same manner and to the same extent that the\nCompany would be required to perform it if no such succession had\ntaken place.  As used in this Agreement, 'Company' shall mean the\nCompany as hereinbefore defined and any successor to its business\nand\/or assets (by merger, purchase or otherwise) which executes\nand delivers the agreement provided for in this Section 12 or\nwhich otherwise becomes bound by all the terms and provisions of\nthis Agreement by operation of law.\n\n               (b)  Executive's Successors.  No rights or\nobligations of Executive under this Agreement may be assigned or\ntransferred by Executive other than his rights to payments or\nbenefits hereunder, which may be transferred only by will or the\nlaws of descent and distribution.  Upon Executive's death, this\nAgreement and all rights of Executive hereunder shall inure to\nthe benefit of and be enforceable by Executive's beneficiary or\nbeneficiaries, personal or legal representatives, or estate, to\nthe extent any such person succeeds to Executive's interests\nunder this Agreement.  Executive shall be entitled to select and\nchange a beneficiary or beneficiaries to receive any benefit or\ncompensation payable hereunder following Executive's death by\ngiving the Company written notice thereof.  In the event of\nExecutive's death or a judicial determination of his\nincompetence, reference in this Agreement to Executive shall be\ndeemed, where appropriate, to refer to his beneficiary(ies),\nestate or other legal representative(s).  If Executive should die\nfollowing his Date of Termination while any amounts would still\nbe payable to him hereunder if he had continued to live, all such\namounts unless otherwise provided herein shall be paid in\naccordance with the terms of this Agreement to such person or\npersons so appointed in writing by Executive, or otherwise to his\nlegal representatives or estate.\n\n          13.  Notice.  For the purposes of this Agreement,\nnotices, demands and all other communications provided for in\nthis Agreement shall be in writing and shall be deemed to have\nbeen duly given when delivered either personally or by United\nStates certified or registered mail, return receipt requested,\npostage prepaid, addressed as follows:\n\n          If to Executive:\n                    \n          At his last known address\n          evidenced on the Company's\n          payroll records.\n\n          With a copy to:\n\n          Latham &amp; Watkins\n          633 W. Fifth Street, Suite 4000\n          Los Angeles, California  90071\n\n          Attention:  James D. C. Barrall, Esq. \n\n          If to the Company:\n\n          Fleming Companies, Inc.\n          6301 Waterford Boulevard\n          Oklahoma City, Oklahoma  73126-0647\n                    \n          Attention:  General Counsel\n\nor to such other address as any party may have furnished to the\nothers in writing in accordance herewith, except that notices of\nchange of address shall be effective only upon receipt.\n\n          14.  Miscellaneous.  No provisions of this Agreement\nmay be amended, modified, or waived unless such amendment or\nmodification is agreed to in writing signed by Executive and by a\nduly authorized officer of the Company, and such waiver is set\nforth in writing and signed by the party to be charged.  No\nwaiver by either party hereto at any time of any breach by the\nother party hereto of any condition or provision of this\nAgreement to be performed by such other party shall be deemed a\nwaiver of similar or dissimilar provisions or conditions at the\nsame or at any prior or subsequent time.  The respective rights\nand obligations of the parties hereunder shall survive\nExecutive's termination of employment and the termination of this\nAgreement to the extent necessary for the intended preservation\nof such rights and obligations.  The validity, interpretation,\nconstruction and performance of this Agreement shall be governed\nby the laws of the State of Oklahoma without regard to its\nconflicts of law principles.\n\n          15.  Validity.  The invalidity or unenforceability of\nany provision or provisions of this Agreement shall not affect\nthe validity or enforceability of any other provision of this\nAgreement, which shall remain in full force and effect.\n\n          16.  Counterparts.  This Agreement may be executed in\none or more counterparts, each of which shall be deemed to be an\noriginal but all of which together will constitute one and the\nsame instrument.\n\n          17.  Entire Agreement.  This Agreement sets forth the\nentire agreement of the parties hereto in respect of the subject\nmatter contained herein and supersedes all prior agreements,\npromises, covenants, arrangements, communications,\nrepresentations or warranties, whether oral or written, by any\nofficer, employee or representative of any party hereto in\nrespect of such subject matter.  Any prior agreement of the\nparties hereto in respect of the subject matter contained herein\nis hereby terminated and cancelled.\n\n          18.  Withholding.  All payments hereunder shall be\nsubject to any required withholding of Federal, state and local\ntaxes pursuant to any applicable law or regulation.\n\n          19.  Section Headings.  The section headings in this\nAgreement are for convenience of reference only, and they form no\npart of this Agreement and shall not affect its interpretation.\n\n          IN WITNESS WHEREOF, the parties hereto have executed\nthis Agreement on the date first above written.\n               \n                               FLEMING COMPANIES, INC.\n\n                               SCOTT M. NORTHCUTT\n                               Scott M. Northcutt, Senior Vice President-\n                               Human Resources\n\n                               JOHN T. STANDLEY\n                               John T. Standley\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7547],"corporate_contracts_industries":[],"corporate_contracts_types":[9539,9544],"class_list":["post-39160","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-fleming-companies-inc","corporate_contracts_types-compensation","corporate_contracts_types-compensation__employment"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/39160","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=39160"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=39160"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=39160"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=39160"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}