{"id":40382,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/retention-bonus-and-severance-agreement-and-release-albertson-s.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"retention-bonus-and-severance-agreement-and-release-albertson-s","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/compensation\/retention-bonus-and-severance-agreement-and-release-albertson-s.html","title":{"rendered":"Retention Bonus and Severance Agreement and Release &#8211; Albertson&#8217;s Inc. and Peter L. Lynch"},"content":{"rendered":"<pre>\nCONFIDENTIAL\n\n                                  June 18, 1999\n\n\nPeter Lynch\nAcme Markets, Inc.\n75 Valley Stream Parkway\nMalvern, PA 19355\n\n     Re:  Retention Bonus and Severance Agreement and Release\n\nDear Peter:\n\n\nThis  Retention   Bonus  and  Severance   Agreement  and  Release  \n(the  \"Letter Agreement\") sets forth the terms of your employment with \nAlbertson's Inc. or one of its  affiliates  (\"Albertson's\")  commencing  \non the date of  closing  of the merger involving  American Stores \nCompany (\"ASC\") and  Albertson's.  The date of closing will occur when \nthe certificate of merger is filed with the Secretary of State of  \nDelaware  (the  \"Closing  Date\").  You are  referred to in this Letter\nAgreement  as  \"you\"  or  \"the  executive,\"  and  American  Stores  \nCompany  and Albertson's are referred to collectively  as the \n\"Company.\"  Congratulations  on your joining the Albertson's team.\n\n1.   Duration.  The term of this Letter Agreement will begin on the Closing\nDate  and  end  three  years  later,  unless  sooner  terminated  (the\n\"Employment Term\").\n\n2.   Title.  You will be employed as Executive Vice President,  Operations.\nYou will  devote  your best  efforts  and all of your  business  time,\nattention and skill to the  performance of the duties  associated with\nthis  position.  You will report to The Chairman  and Chief  Executive\nOfficer or his\/her successor.  You will also perform such other duties\nas The Chairman and Chief Executive  Officer or his\/her  successor may\nin good faith assign to you, which shall not be inconsistent with your\nposition with Albertson's.  Your principal place of employment will be\nBoise, ID.\n\n3.   Compensation.  Your annual base salary will be $375,000, which will be\npaid to you in accordance with Albertson's normal payroll  procedures.\nYou will be  eligible  to receive a target  bonus equal to 70% of your\nbase salary pursuant to the Albertson's,  Inc. Officers' Bonus Plan in\naccordance  with the terms and  conditions  of that Plan.  You will be\neligible to participate in the Albertson's  Inc.  Amended and Restated\n1995 Stock-Based Incentive Plan. Stock option grants are discretionary\nand must be approved by the Board of Directors of Albertson's  Inc. on\nan annual basis.  Under that Plan, options are typically granted on an\nannual basis and vest at the rate of  twenty percent per year based on\n\n\n\n\n          continued  employment with Albertson's.  For illustrative  purposes, a\n          Executive  Vice President may be granted an annual option target grant\n          of  approximately  $2,000,000.  This is the  equivalent  dollar amount\n          \"invested\" in Albertson's stock through the plan. For example,  if the\n          stock  price of  Albertson's  on the date of grant is  $60.00,  33,334\n          shares would be granted  ($2,000,000\/$60.00  per share). For the first\n          year of your  employment,  the amount of option grants are expected to\n          be doubled  (e.g.,  66,667  shares  assuming a $60.00 per share  stock\n          price).  It is  anticipated  that the first stock option grants to you\n          under the Plan will be made within  thirty days  following the closing\n          of the merger. The foregoing does not obligate Albertson's to make any\n          kind of option grant.\n\n     4.   Benefits. During your employment,  you will be eligible to participate\n          in the applicable  benefit plans and programs generally made available\n          to other  Albertson's  executives of similar status,  primary place of\n          employment  and  title to you.  You  recognize  that  these  plans and\n          programs may change at any time.\n\n     5.   Retention  Bonus.  You will be eligible for a retention bonus of up to\n          $787,500  subject  to the  terms  described  below.  One third of that\n          amount (i.e.,  $262,500)  will be paid to you only if you are employed\n          by Albertson's on the first anniversary of the Closing Date. One third\n          of  that  amount  will be paid  to you  only  if you are  employed  by\n          Albertson's on the second  anniversary  of the Closing Date.  And, one\n          third of that amount  will be paid to you only if you are  employed by\n          Albertson's  on the third  anniversary  of the Closing Date.  All such\n          amounts will be paid as soon as reasonably  practicable  following the\n          respective anniversary dates.\n\n     6.   Termination.\n\n               (a)  If  your employment  is terminated  by  Albertson's  without\n          \"Cause\" (as defined below) or you terminate your employment with \"Good\n          Reason\"  (as  defined  below),  Albertson's  sole  obligation  to  you\n          hereunder shall be to pay or provide to you (i) any accrued and unpaid\n          base salary  earned  through the date of  termination,  (ii) an amount\n          equal to $787,500, less the amount of all payments theretofore paid to\n          you  pursuant  to Section 5 hereof and (iii) for the  duration  of the\n          three-year  Employment  Term,  medical,   dental  and  life  insurance\n          benefits  as if your  employment  had not been  terminated;  provided,\n          however,  that if you become  reemployed with another employer and are\n          eligible to receive  medical or other welfare  benefits  under another\n          employer-provided   plan,  the  medical  and  other  welfare  benefits\n          described herein shall be secondary to those provided under such other\n          plan during such applicable  period of eligibility.  You may terminate\n          your  employment  for  Good  Reason  only if you  provide  Albertson's\n          written  notice  of  such  termination   within  ninety  days  of  the\n          occurrence of Good Reason.\n\n               (b)  If your employment with  Albertson's  terminates for \"Cause\"\n          or you terminate  without \"Good Reason,\"  Albertson's  sole obligation\n          to you hereunder shall be to pay to you any accrued  and  unpaid  base\n          salary earned through the date of termination.\n\n\n                                       2\n\n\n\n               For purposes of this Letter Agreement \"Cause\" shall mean:\n\n                    (i)  Your   willful   and   continued   failure  to  perform\n               substantially  your duties with Albertson's  (other than any such\n               failure  resulting  from  incapacity  due to  physical  or mental\n               illness)  which has not been  cured  within  thirty  days after a\n               written demand for substantial performance is delivered to you by\n               the Chief  Executive  Officer of Albertson's  which  specifically\n               identifies  the  manner  in  which  you  have  not  substantially\n               performed your duties, or\n\n                    (ii) Your  willfully  engaging  in illegal  conduct or gross\n               misconduct  which is  materially  and  demonstrably  injurious to\n               Albertson's.\n\n               For purposes of this provision,  no act or failure to act on your\n          part shall be considered \"willful\" unless it is done, or omitted to be\n          done,  by you in bad  faith or  without  reasonable  belief  that your\n          action or omission was in the best interests of Albertson's.\n\n               For purposes of this Letter Agreement \"Good Reason\" shall mean:\n\n                    (i) Your base salary is reduced below $375,000;\n\n                    (ii) Your  duties and  responsibilities  as  Executive  Vice\n               President,  Operations are  materially and adversely  diminished,\n               excluding  for  this  purpose  an  isolated,   insubstantial  and\n               inadvertent  action not taken in bad faith and which is  remedied\n               by Albertson's  promptly after written notice thereof is given by\n               you to Albertson's; or\n\n                    (iii) You are  required to be based at a location  more than\n               35  miles  from  the  location  where  your  employment  is based\n               pursuant to this Letter Agreement.\n\n               (c)  The  severance  pay  and   benefits  provided  for  in  this\n          Section 6 shall be in lieu of any other severance pay to which you may\n          be entitled under any severance policy;  employment agreement or other\n          policy,  plan or program  with  Albertson's  or any of its  affiliates\n          (including,  after the Closing Date,  American  Stores Company and its\n          affiliates).  Your  entitlement to any  compensation or benefits other\n          than as provided  herein shall be determined  in  accordance  with the\n          employee  benefit plans of  Albertson's as in effect from time to time\n          and as may be modified.\n\n               (d)  Any termination by Albertson's for Cause, or by you for Good\n          Reason,  shall be communicated by a Notice of Termination to the other\n          party  hereto.  For  purposes of this Letter  Agreement,  a \"Notice of\n          Termination\"  means a written  notice which (i) indicates the specific\n          termination  provision in this Letter  Agreement relied upon, and (ii)\n          to the extent  applicable,  sets forth in reasonable  detail the facts\n          and  circumstances  claimed to provide a basis for termination of your\n          employment  under the  provision so  indicated.  The failure by you or\n          Albertson's  to set  forth in the  Notice of  Termination  any fact or\n          circumstance  which  contributes  to a showing of Good Reason or Cause\n          shall  not  waive  any  right of yours or  Albertson's,  respectively,\n\n\n                                       3\n\n\n          hereunder or preclude you or Albertson's, respectively, from asserting\n          such fact or  circumstance  in enforcing  yours or Albertson's  rights\n          hereunder.\n\n               (e)  You may be  entitled  to  certain  \"gross  up\"  payments  in\n          connection with the merger  involving  Albertson's and American Stores\n          Company as set forth in  Addendum A attached  hereto and  incorporated\n          herein by reference.\n\n     7.   Employment  At-Will.  At the  end of  the  three  year  term  of  this\n          Agreement, you will be employed on an at-will basis, such that you may\n          terminate your  employment at any time and  Albertson's  may terminate\n          your employment at any time for any reason.\n\n     8.   Entire  Agreement.   This  Letter  Agreement  sets  forth  the  entire\n          agreement  of  the  parties  with  respect  to  your  employment  with\n          Albertson's and any of its affiliates and the termination thereof, and\n          supercedes  any and all  agreements,  oral or  written,  with  respect\n          thereto,  including,  but not limited to, your  Employment  Agreements\n          with American  Stores Company and your  participation  in the American\n          Stores Company Employee  Severance  Policy, in which you will cease to\n          participate  as of the Closing  Date,  and any offer  letters or other\n          employment  terms and  conditions,  which are  hereby  superceded  and\n          rendered null and void.\n\n     9.   Effective  Date. The rights and  obligations of the parties under this\n          Letter  Agreement are  conditioned  upon the occurrence of the Closing\n          Date. If the Closing Date does not occur,  this Letter Agreement shall\n          be null and void.\n\n     10.  Governing  Law.  The  validity,   interpretation,   construction   and\n          performance of this Letter Agreement shall in all respects be governed\n          by the laws of Delaware,  without  reference to principles of conflict\n          of law.\n\n     11.  Disclosure.  From and  after  the  date of  execution  of this  Letter\n          Agreement,  you will not disclose this Letter Agreement, or any of its\n          contents, to any person, entity or corporation other than your spouse,\n          immediate family,  attorney, tax advisor or financial advisor. You may\n          discuss this Letter  Agreement with Executive  Officers in Albertson's\n          Human Resources or Legal departments.\n\n     12.  Taxes.  All payments and  benefits  hereunder  shall be subject to all\n          applicable  taxes required to be withheld by  Albertson's  pursuant to\n          federal, state or local laws.\n\n     13.  Cooperation.  In the event of your  termination,  for whatever reason,\n          you shall cooperate with  Albertson's  and be reasonably  available to\n          Albertson's  with respect to continuing  and\/or future matters arising\n          out of your  employment or any other  relationship  with  Albertson's,\n          whether such matters are  business-related,  legal or  otherwise.  You\n          shall be compensated  for such services at hourly rates  approximately\n          proportionate  to your weekly salary  divided by forty plus  expenses.\n          Any testimony you give must be truthful and accurate.\n\n\n                                       4\n\n\n     14.  Releases.  Within  the  later of one week  after the  Closing  Date or\n          twenty-one  days after you have been provided this  Agreement for your\n          consideration,  you shall execute a General Release  substantially  in\n          the  form as set  forth  in  Addendum  B  hereto.  Additionally,  as a\n          condition to your receipt of the final  installment  of the  retention\n          bonus paid or payable under Section 5 and\/or  Section 6 of this Letter\n          Agreement,  you shall execute a General Release  substantially  in the\n          form as set forth in Addendum B.\n\n     15.  Non-Waiver  of  Rights.  The  failure  to  enforce  at  any  time  the\n          provisions  of  this  Letter  Agreement  or to  require  at  any  time\n          performance by the other party of any of the  provisions  hereof shall\n          in no way be construed to be a waiver of such  provisions or to affect\n          either the validity of this Letter  Agreement  or any part hereof,  or\n          the right of either  party to  enforce  each and  every  provision  in\n          accordance with its terms.\n\n     16.  Solicitation of Employees.  You agree that for the one (1) year period\n          following your  termination of employment with  Albertson's,  you will\n          not,  either  directly or  indirectly,  alone or in  conjunction  with\n          another party,  solicit,  employ, or attempt to employ, any individual\n          who on the date of  termination  is, or within one year prior  thereto\n          was, an employee of Albertson's.\n\n     17.  Non-Assignment. You shall not assign all or any portion of this Letter\n          Agreement without the prior written consent of Albertson's.\n\n     18.  Modification.  No provision of this Letter  Agreement may be modified,\n          altered or amended except by an instrument in writing  executed by the\n          parties hereto.\n\n     19.  Full Settlement.  Albertson's obligation to make the payments provided\n          for in this Letter  Agreement and otherwise to perform its obligations\n          hereunder  shall  not  be  affected  by  any  set-off,   counterclaim,\n          recoupment,  defense or other claim, right or action which Albertson's\n          may have against you. In no event shall you be obligated to seek other\n          employment  or take  any  other  action  by way of  mitigation  of the\n          amounts  payable  to you under any of the  provisions  of this  Letter\n          Agreement  and such  amounts  shall not be reduced  whether or not you\n          obtain other employment.\n\n     20.  Confidential  Information.  You shall hold in a fiduciary capacity for\n          the benefit of  Albertson's  all secret or  confidential  information,\n          knowledge or data relating to Albertson's,  and its businesses,  which\n          shall have been obtained by you during your  employment by Albertson's\n          (including  American  Stores  Company and any of its  affiliates)  and\n          which shall not be or become public  knowledge  (other than by acts by\n          you or  representatives of you in violation of this Letter Agreement).\n          After termination of your employment, you shall not, without the prior\n          written  consent of Albertson's or as may otherwise be required by law\n          or  legal  process,  communicate  or  divulge  any  such  information,\n          knowledge  or  data  to  anyone  other  than   Albertson's  and  those\n          designated  by it.  In no event  shall an  asserted  violation  of the\n          provisions  of this  Section 20  constitute  a basis for  deferring or\n          withholding any amounts otherwise payable to you under this Agreement.\n\n\n                                       5\n\n\n\n     21.  Arbitration.  By signing this Agreement,  you agree that all claims or\n          disputes  covered by this  Agreement  or  otherwise  arising out of or\n          relating to your  employment  during the term of the Agreement must be\n          submitted to binding arbitration and that this arbitration will be the\n          sole and  exclusive  remedy for  resolving  any such claim or dispute.\n          This promise to resolve claims by arbitration is equally  binding upon\n          both you and Albertson's.\n\n          Any  arbitration  will be  administered  by the  American  Arbitration\n          Association  under its Commercial  Arbitration  Rules.  The arbitrator\n          shall apply the Federal Rules of Evidence.  The arbitrator  shall have\n          jurisdiction  to  hear  and  rule  on  pre-hearing   disputes  and  is\n          authorized to hold  pre-hearing  conferences by telephone or in person\n          as the arbitrator deems necessary.\n\n          The Company  shall pay the costs of  arbitration  and each party shall\n          bear its own expenses;  provided, that if you are the prevailing party\n          in any such  proceeding,  the  Company  shall  reimburse  you for your\n          reasonable costs and expenses,  including attorney's fees, incurred in\n          connection with such proceeding.\n\nIf you accept the terms of this Letter Agreement, please sign below in the space\nprovided.\n\n\n                                       Very truly yours,\n\n                                       ALBERTSON'S,   INC.\n\n\n\n                                       By:   \/s\/  Steven D. Young\n                                           -------------------------------\n                                           Name:  Steven D. Young\n                                           Title: Executive Vice President\n\n\n\n\/s\/  Peter L. Lynch\n----------------------\nExecutive Signature\n\n\n\n7\/16\/99\n----------------------\nDate\n\n\n\n\n\n\n\n\n\n\n\n\n                                       6\n\n\n\n                                                                      Addendum A\n\n                   Certain Additional Payments by the Company\n\n          (a)  Anything  in the  Retention  Bonus and  Severance  Agreement  and\nRelease  dated  June  18,  1999,  (the  \"Letter   Agreement\")  to  the  contrary\nnotwithstanding  and  except  as set  forth  below,  in the  event  it  shall be\ndetermined that any payment or distribution by the Company to or for the benefit\nof the  Executive  (whether  paid or payable  or  distributed  or  distributable\npursuant  to the terms of the Letter  Agreement  or  otherwise,  but  determined\nwithout  regard to any  additional  payments  required  under this  Addendum) (a\n\"Payment\")  would be subject to the  excise tax  imposed by Section  4999 of the\nCode or any interest or penalties are incurred by the Executive  with respect to\nsuch excise tax (such excise tax, together with any such interest and penalties,\nare  hereinafter  collectively  referred  to as  the  \"Excise  Tax\"),  then  the\nExecutive  shall be  entitled  to receive  an  additional  payment (a  \"Gross-Up\nPayment\")  in an amount such that after  payment by the  Executive  of all taxes\n(including  any  interest or  penalties  imposed  with  respect to such  taxes),\nincluding,  without limitation, any income taxes (and any interest and penalties\nimposed with respect thereto) and Excise Tax imposed upon the Gross-Up  Payment,\nthe Executive  retains an amount of the Gross-Up Payment equal to the Excise Tax\nimposed upon the  Payments.  Notwithstanding  the  foregoing  provisions of this\nAddendum, if it shall be determined that the Executive is entitled to a Gross-Up\nPayment,  but that the Payments do not exceed 110% of the  greatest  amount (the\n\"Reduced  Amount\") that could be paid to the Executive  such that the receipt of\nPayments  would not give rise to any Excise Tax, then no Gross-Up  Payment shall\nbe made to the Executive and the Payments, in the aggregate, shall be reduced to\nthe Reduced Amount.\n\n          (b)  Subject  to the  provisions  of  (c)  below,  all  determinations\nrequired to be made under this Addendum,  including  whether and when a Gross-Up\nPayment is required and the amount of such Gross-Up  Payment and the assumptions\nto be utilized in arriving at such determination,  shall be made by a nationally\nrecognized  certified  public  accounting  firm  as  may  be  designated  by the\nExecutive  (the  \"Accounting  Firm\")  which shall  provide  detailed  supporting\ncalculations  both to the Company and the  Executive  within 15 business days of\nthe receipt of notice from the Executive that there has been a Payment,  or such\nearlier  time as is  requested  by the  Company.  All fees and  expenses  of the\nAccounting Firm shall be borne solely by the Company.  Any Gross-Up Payment,  as\ndetermined  pursuant  to this  Addendum,  shall  be paid by the  Company  to the\nExecutive   within   five  days  of  the  receipt  of  the   Accounting   Firm's\ndetermination.  Any  determination  by the Accounting Firm shall be binding upon\nthe Company and the Executive. As a result of the uncertainty in the application\nof  Section  4999 of the Code at the time of the  initial  determination  by the\nAccounting Firm hereunder,  it is possible that Gross-Up Payments which will not\nhave been made by the Company should have been made (\"Underpayment\"), consistent\nwith the  calculations  required  to be made  hereunder.  In the event  that the\nCompany exhausts its remedies pursuant to (c) below and the Executive thereafter\nis  required  to make a payment of any Excise  Tax,  the  Accounting  Firm shall\ndetermine  the  amount  of the  Underpayment  that  has  occurred  and any  such\nUnderpayment  shall be promptly paid by the Company to or for the benefit of the\nExecutive.\n\n          (c)  The Executive shall notify the Company in writing of any claim by\nthe Internal  Revenue Service that, if successful,  would require the payment by\nthe Company of the Gross-Up Payment. Such notification shall be given as soon as\npracticable  but no later than ten business days after the Executive is informed\nin  writing of such claim and shall  apprise  the  Company of the nature of such\nclaim and the date on which such claim is  requested to be paid.  The  Executive\nshall not pay such  claim  prior to the  expiration  of the  thirty  day  period\nfollowing the date on which it gives such notice to the Company (or such shorter\n\n                                       7\n\n\n\nperiod  ending on the date that any payment of taxes with  respect to such claim\nis  due).  If the  Company  notifies  the  Executive  in  writing  prior  to the\nexpiration  of such period that it desires to contest such claim,  the Executive\nshall:\n\n          (i)  give the  Company any  information  reasonably  requested  by the\n               Company relating to such claim,\n\n          (ii) take such action in connection  with contesting such claim as the\n               Company  shall  reasonably  request in writing from time to time,\n               including,  without  limitation,  accepting legal  representation\n               with respect to such claim by an attorney  reasonably selected by\n               the Company,\n\n          (iii)cooperate with the Company in good faith to  effectively  contest\n               such claim, and\n\n          (iv) permit the Company to participate in any proceedings  relating to\n               such claim;\n\nprovided,  however,  that the Company  shall bear and pay directly all costs and\nexpenses  (including  additional  interest and penalties) incurred in connection\nwith such contest and shall  indemnify  and hold the Executive  harmless,  on an\nafter-tax  basis,  for any  Excise  Tax or income tax  (including  interest  and\npenalties with respect thereto) imposed as a result of such  representation  and\npayment of costs and expenses. Without limitation on the foregoing provisions of\nthis Section (c), the Company shall control all proceedings  taken in connection\nwith such  contest  and,  at its sole  option,  may pursue or forego any and all\nadministrative  appeals,  proceedings,  hearings and conferences with the taxing\nauthority  in respect of such claim and may, at its sole option,  either  direct\nthe  Executive  to pay the tax claimed and sue for a refund or contest the claim\nin any permissible manner, and the Executive agrees to prosecute such contest to\na  determination  before  any  administrative  tribunal,  in a court of  initial\njurisdiction  and  in  one or  more  appellate  courts,  as  the  Company  shall\ndetermine;  provided,  however, that if the Company directs the Executive to pay\nsuch claim and sue for a refund,  the Company  shall  advance the amount of such\npayment to the Executive, on an interest-free basis and shall indemnify and hold\nthe Executive harmless, on an after-tax basis, from any Excise Tax or income tax\n(including  interest or penalties with respect  thereto) imposed with respect to\nsuch advance or with respect to any imputed income with respect to such advance;\nand further  provided that any extension of the statute of limitations  relating\nto payment of such taxes for the taxable year of the  Executive  with respect to\nwhich such  contested  amount is  claimed  to be due is  limited  solely to such\ncontested  amount.  Furthermore,  the Company's  control of the contest shall be\nlimited to issues  with  respect to which a  Gross-Up  Payment  would be payable\nhereunder and the Executive shall be entitled to settle or contest,  as the case\nmay be, any other  issue  raised by the  Internal  Revenue  Service or any other\ntaxing authority.\n\n          (d) If, after the receipt by the  Executive  of an amount  advanced by\nthe Company  pursuant to Section (c) above,  the Executive  becomes  entitled to\nreceive any refund with respect to such claim,  the Executive  shall (subject to\nthe Company's complying with the requirements of Section (c) above) promptly pay\nto the Company the amount of such refund  (together  with any  interest  paid or\ncredited thereon after taxes applicable  thereto).  If, after the receipt by the\nExecutive of an amount advanced by the Company  pursuant to Section (c) above, a\ndetermination  is made that the  Executive  shall not be  entitled to any refund\nwith  respect to such claim and the  Company  does not notify the  Executive  in\nwriting of its intent to contest such denial of refund  prior to the  expiration\nof thirty days after such determination, then such advance shall be forgiven and\n\n                                       8\n\n\n\nshall not be required to be repaid and the amount of such advance  shall offset,\nto the extent thereof, the amount of Gross-Up Payment required to be paid.\n\n          The   provisions   of  this   Addendum   apply  to  all  payments  and\ndistributions  made by the  Company  for  the  benefit  of  Executive  that  are\nconsidered  to be contingent on the \"change of control\" that occurs for purposes\nof  Sections  280G and 4999 of the Code in  connection  with or  relating to the\nmerger  involving  Albertson's  and American Stores Company and under the Letter\nAgreement.  It does  not  extend  to any  other  merger,  acquisition  or  other\ntransaction that Albertson's could enter into in the future.\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       9\n\n\n\n\n\n                                                                      Addendum B\n\n                                 General Release\n\n\n     I,  with  the  intention  of  binding  myself  and  my  heirs,   executors,\nadministrators  and  assigns,  do hereby  release,  remise,  acquit and  forever\ndischarge  Albertson's,  as it is defined in the  Retention  Bonus and Severance\nAgreement and Release, dated June 18, 1999 (the \"Agreement\") and its present and\nformer officers, directors, employees, agents, attorneys, executives, affiliated\ncompanies,  divisions,  subsidiaries,   successors,   predecessors  and  assigns\n(collectively the \"Released Parties\"),  of and from any and all prior or current\nemployment contracts,  agreements,  arrangements,  practices,  policies or other\nstatements  or conduct;  claims;  actions;  causes of action;  demands;  rights;\ndamages; debts; sums of money; accounts; financial obligations; suits; expenses;\nattorneys'  fees and  liabilities  of whatever kind or nature in law,  equity or\notherwise,  whether now known or unknown,  suspected  or  unsuspected,  which I,\nindividually  or as a member of a class,  now have,  own or hold, or have at any\ntime heretofore had, owned or held, arising through the date hereof, against any\nReleased  Parties  arising  out of or in any way  connected  with my  employment\nrelationship  with  American  Stores  Company  and\/or  any  of  its  affiliates,\nincluding  without  limitation,  any claims for severance or vacation  benefits,\nunpaid  wages,  salary  or  incentive  payment,  breach  of  contract,  wrongful\ndischarge,  impairment  of  economic  opportunity,   intentional  infliction  of\nemotional harm or other tort, or employment  discrimination under any applicable\nfederal, state or local statute,  provision,  order or regulation including, but\nnot limited to, any claim under Title VII of the Civil  Rights Act,  the Federal\nAge  Discrimination  in Employment Act, the Americans With  Disabilities Act and\nany similar or analogous state statute excepting only:\n\n          A.   those obligations of Albertson's payable under or contemplated by\n               the Letter Agreement; and\n\n          B.   any  rights  to  indemnification  I  may  have  under  applicable\n               corporate  law, the by-laws or certificate  of  incorporation  of\n               American Stores Company,  Albertson's,  Inc., and\/or any of their\n               affiliates  or as an insured under any  Director's  and Officer's\n               liability insurance policy now or previously in force.\n\n     I acknowledge and agree that I have not, with respect to any transaction or\nstate of facts existing prior to the date of execution of this General  Release,\nfiled any complaints,  charges or lawsuits against Albertson's,  American Stores\nCompany and\/or any of their affiliates with any governmental agency or any court\nor tribunal.\n\n     I  further  declare  and  represent  that I have  carefully  read and fully\nunderstand the terms of this General Release and the Agreement, that I have been\ngiven not less than twenty-one (21) days to consider this General Release,  that\nI have been advised to seek,  and have had the  opportunity  to seek, the advice\nand  assistance  of counsel  with  regard to this  General  Release,  and that I\nknowingly and voluntarily,  of my own free will, without any duress, being fully\ninformed and after due  deliberate  thought and action,  accept the terms of and\nsign the same as my own free act.\n\n     To the extent applicable to me, I expressly waive and relinquish all rights\nand  benefits  afforded  by  Section  1542 of the  Civil  Code of the  State  of\nCalifornia,  and I do so understanding  and  acknowledging  the significance and\nconsequence  of that  waiver.  Section  1542 of the  Civil  Code of the State of\nCalifornia states:\n\n\n                                       10\n\n\n\n\n          A general  release does not extend to claims  which the creditor  does\n          not know or suspect to exist in his favor at the time of executing the\n          release,  which  if known by him must  have  materially  affected  his\n          settlement with the debtor.\n\n     I understand  that I may revoke this General  Release  anytime within seven\n(7) days of signing it and that the terms of this  General  Release  will not be\neffective until the seven (7) day revocation period expires.\n\n\n\n\/s\/  Peter L. Lynch\n----------------------\nExecutive\n\n\n\nSTATE OF Idaho     )\n                   )  SS.\nCOUNTY OF Ada      )                     \n\n\n\n     On this 16th day of July,  1999,  before me  personally  appeared  Peter L.\nLynch,  to me known to be the person  described  in and who executed the General\nRelease and  acknowledged  that he\/she executed the same as his\/her free act and\ndeed.\n\n     IN TESTIMONY  WHEREOF,  I have hereunto set my hand and affixed my official\nseal in the Country and State aforesaid, the day and year first above written.\n\n\n\n                                               \/s\/  Rose Marie Hansen\n                                               -------------------------\n                                               Notary Public\n\n\nMy Commission Expires:  12\/27\/04\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n\n                                       11\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6612],"corporate_contracts_industries":[9499],"corporate_contracts_types":[9539,9544],"class_list":["post-40382","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-albertsons-inc","corporate_contracts_industries-retail__food","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\/40382","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=40382"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40382"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40382"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40382"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}