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Certificate of Incorporation [Restated]
Certificate of Incorporation [Restated] (51K)
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RESTATED CERTIFICATE OF INCORPORATION
OF
WAL-MART STORES, INC.
WAL-MART STORES, INC., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is:
WAL-MART STORES, INC.
The date of filing its original Certificate of Incorporation with the
Secretary of State was October 31, 1969.
2. This Restated Certificate of Incorporation only restates and
integrates and does not further amend the provisions of the Certificate of
Incorporation of this corporation as heretofore amended or supplemented and
there is no discrepancy between those provisions and the provisions of this
Restated Certificate of Incorporation.
3. The text of the Certificate of Incorporation as amended or
supplemented heretofore is hereby restated without further amendments or changes
to read as herein set forth in full:
FIRST: The name of the Corporation is
WAL-MART STORES, INC.
SECOND: Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle. The name and address of its registered agent is The Corporation
Trust Company, Corporation Trust Center, 1209 Orange Street, Wilmington,
Delaware.
THIRD: The purpose of the Corporation is to engage n any lawful act or
activity for which corporations may be organized under the General Corporation
Law of the State of Delaware.
FOURTH: The total number of shares of all classes of stock which the
Corporation shall have authority to issue is One Billion, Four Hundred Million
(1,400,000,000) shares, of which One Billion, Three Hundred Million
(1,300,000,000) shares shall be classified as Common Stock, of the par value of
10(cent) per share (herein called "Common Stock"), and of which One Hundred
Million (100,000,000) shares shall be classified as Preferred Stock of the par
value of 10(cent) per share (herein called "Preferred Stock").
The designations, preferences, limitations and relative rights of the
shares of Preferred Stock and of Common Stock are as follows:
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1. Preferred Stock. The Preferred Stock may be issued in such one or more
series as shall from time to time be created and authorized to be issued by the
Board of Directors as hereafter provided.
The Board of Directors is hereby expressly authorized, by resolution or
resolutions from time to time adopted providing for the issuance of Preferred
Stock, to fix and state the designations, powers, preferences and relative,
participating, optional and other special rights of the shares of each series of
Preferred Stock, and the qualifications, limitations and restrictions thereof,
including (but without limiting the generality of the foregoing) any of the
following with respect to which the Board of Directors shall determine to make
affirmative provisions:
a) the distinctive name and serial designations;
b) the annual dividend rate or rates and the dividend payment dates;
c) whether dividends are to be cumulative or non-cumulative and the
participating or other special rights, if any, with respect to the payment
of dividends;
d) whether any series shall be subject to redemption and, if so, the
manner of redemption and the redemption price or prices;
e) the amount or amounts of preferential or other payment to which
any series is entitled over any other series or over the Common Stock on
voluntary or involuntary liquidation, dissolution or winding up;
f) any sinking fund or other retirement provisions and the extent to
which the charges therefore are to have priority over the payment of
dividends on or the making of sinking fund or other like retirement
provisions for shares of any other series or over dividends on the Common
Stock;
g) any conversion, exchange, purchase or other privileges to acquire
shares of any other series or of the Common Stock;
h) the number of shares of such series;
i) the voting rights, if any, of such series;
j) the stated value, if any, for such series, the consideration for
which shares of such series may be issued and the amount of such
consideration which shall be credited to the capital account.
Each share of such series of Preferred Stock shall have the same relative rights
and be identical in all respects with all the other shares of the same series.
Before the Corporation shall issue any shares of Preferred Stock of any
series authorized as hereinbefore provided, a certificate setting forth a copy
of the resolution or resolutions with
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respect to such series adopted by the Board of Directors of the Corporation
pursuant to the foregoing authority vested in said Board shall be made, filed
and recorded in accordance with the then applicable requirements, if any, of the
laws of the State of Delaware, or, if no certificate is then so required, such
certificate shall be signed and acknowledged on behalf of the Corporation by its
President or a Vice President and its corporate seal shall be affixed thereto
and attested by its Secretary or an Assistant Secretary and such certificate
shall be filed and kept on file at the principal office of the Corporation in
the State of Delaware and in such other place or places as the Board of
Directors shall designate.
Shares of any series of Preferred Stock which shall be issued and,
thereafter acquired by the Corporation through purchase, redemption, conversion
or otherwise, may by resolution or resolutions of the Board of Directors be
returned to the status of authorized but unissued Preferred Stock of the same
series. Unless otherwise provided in the resolution or resolutions of the Board
of Directors providing for the issue thereof, the number of authorized shares of
stock of any such series may be increased or decreased (but not below the number
of shares thereof then outstanding) by resolution or resolutions of the Board of
Directors and the filing of a certificate complying with the foregoing
requirements. In case the number of shares of any such series of preferred Stock
shall be decreased, the shares representing such decrease shall, unless
otherwise provided in the resolution or resolutions of the Board of Directors
providing for the issuance thereof, resume the status of authorized but unissued
Preferred Stock, undesignated as to series.
2. Common. Stock. The Common Stock shall have no special rights or
limitations.
3. In connection with the merger of KUHNCO, INC. ("Kuhnco"), a
wholly-owned subsidiary of WAL-MART STORES, INC. ("Wal-Mart") into KUHN`S-BIG K
STORES CORP. ("Kuhn") a series of Preferred Stock is established to which the
following provisions shall be applicable:
SECTION 1. Designation of Series. The series shall be designated Series A
8% Cumulative Convertible Preferred Stock, par value $.10 per share with a
stated value of $25.00 per share (herein called "Series A Preferred Stock").
SECTION 2. Numbers of Shares. The number of shares of Series A Preferred
Stock to be issued is up to 532,759.
SECTION 3. Dividend Rate. The dividend rate for Series A Preferred Stock is
$2.00 per share per annum; provided, however, that dividends may be declared and
paid only out of retained earnings of Wal-Mart, and provided, further, that the
dividend payable on the first dividend payment date subsequent to the effective
date of the merger of Kuhnco into Kuhn shall be that proportion of the $.50 per
share regular quarterly dividend equal to that portion of Wal-Mart's fiscal
quarter ended next preceding such dividend payment date which occurs subsequent
to the effective date of the merger of Kuhnco into Kuhn. Dividends on the Series
A Preferred Stock shall be preferential and cumulative, so that so long as any
Series A Preferred Stock shall be outstanding Wal-Mart will not declare or pay,
or set apart for payment, any dividends (other than dividends payable in shares
of any class or classes of stock of Wal-Mart ranking junior to
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the Series A Preferred Stock), and will not redeem, purchase or otherwise
acquire, directly or indirectly, whether voluntarily, for a sinking fund, or
otherwise, any shares of any class or classes of stock of Wal-Mart ranking
junior to the Series A Preferred Stock if at the time of making such
declaration, payment, setting apart, distribution, redemption, purchase or
acquisition, full cumulative dividends upon all outstanding shares of Series A
Preferred Stock shall not have been paid or declared and set apart for payment
for all past quarterly dividend periods, provided that notwithstanding the
foregoing Wal-Mart may at any time redeem, purchase or otherwise acquire shares
of stock of any such junior class in exchange for, or out of the net cash
proceeds from the concurrent sale of, other shares of stock of any such junior
class.
SECTION 4. Dividend Payment Dates. The dates at which dividends on the
Series A Preferred Stock shall be payable are May 15, August 15, November 15 and
February 15 of each year.
SECTION 5. Redemption.
(a) The Series A Preferred Stock shall not be redeemable by Wal-Mart prior
to October 1, 1986. Thereafter, the Series A Preferred Stock shall be redeemable
by Wal-Mart, at its option, in whole or in part (if in part, the shares to be
redeemed shall be selected by lot) and the redemption price for the Series A
Preferred Stock shall be $27.50 per share plus accrued and unpaid dividends;
provided, however, that until September 1, 1991, no redemption shall, be
permitted other than pursuant to paragraph (b) below or the last sentence of
this paragraph (a), unless for any period of ten (10) consecutive trading days
within the thirty (30) days preceding the date notice of redemption shall be
given pursuant to paragraph (c) below the average of the last reported sales
prices for the Common Stock (as defined in Section 8 below) on the New York
Stock Exchange shall be equal to at least 125% of the amount of the conversion
price for the Common Stock as then in effect under Section 8 below.
Notwithstanding the foregoing, if Wal-Mart should be a party to any
consolidation or merger whereby the outstanding shares of Common Stock are to be
exchanged for or converted into cash or other securities of an issuer unrelated
or unaffiliated with Wal-Mart, Wal-Mart may, at its option exercisable not later
than 30 days prior to the effective date of any such consolidation or merger,
redeem any or all of the outstanding shares of the Series A Preferred Stock
effective as of the later of October 1, 1986 or the effective date of any such
consolidation or merger at a price of $27.50 per share plus accrued and unpaid
dividends.
(b) At December 31 of each year set forth in the table below, Wal-Mart
shall redeem from each holder of shares of Series A Preferred Stock the
respective number of shares owned by each holder at the record date for such
redemption set forth in the table below, at $27.50 per share, plus all dividends
accrued and unpaid on such Series A Preferred Stock up to the date fixed, upon
giving the notice hereinafter provided:
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Percent of Shares of
Series A Preferred
Stock Owned By Each
Year Holder on Record Date
---- -------------------------
1986 ........................................... 20.0%
1987 ........................................... 25.0%
1988 ........................................... 33.3%
1989 ........................................... 50.0%
1990 ........................................... 100.0%
During the continuance of a default by Wal-Mart (because of lack of funds
legally available or for any other reason) in making any redemption required
under this paragraph 5 (b), no sum shall be set aside for or applied to the
purchase or redemption (pursuant to any applicable sinking fund or redemption
provisions or otherwise) of any shares of any class or series of stock ranking
as to dividends or assets on a parity with or junior to Series A Preferred Stock
and no dividend shall be declared or paid or any other distribution ordered or
made upon any shares of any class or series of stock ranking as to dividends
junior to Series A Preferred Stock.
(c) Not less than 30 nor more than 60 days prior to the date fixed for
redemption of the Series A Preferred Stock or any part thereof, notice
specifying the time and place thereof shall be given by mail to the holders of
record of the shares of Series A Preferred Stock selected for redemption at
their respective addresses as the same shall appear on the stock books of
Wal-Mart and by publication in at least one daily newspaper of general
circulation in Nashville, Tennessee and one such newspaper in New York, New
York, once each week for three consecutive weeks. The failure to give such
notice or any defect therein or in the mailing or publication thereof shall not
affect the validity of the proceedings for redemption. Any notice which was
mailed in the manner herein provided shall be conclusively presumed to have been
duly given whether or not the holder receives the notice. Upon such redemption
date, or upon such earlier date as the Board of Directors shall designate for
payment of the redemption price (unless Wal-Mart shall default in the payment of
the redemption price as `set forth in such notice), the-holders of shares of
Series A Preferred Stock shall have no interest in or claim against Wal-Mart by
virtue of the shares to be so redeemed and shall have no voting or other rights
with respect to such shares except the right to convert such shares within the
time hereinafter set forth and except the right to receive the moneys payable
upon such redemption from Wal-Mart or otherwise, without interest thereon, upon
surrender (and endorsement, if required by Wal-Mart) of the certificates, and
the shares represented thereby shall no longer be deemed to be outstanding. Upon
redemption or conversion of Series A Preferred Stock in the manner set out
herein, or upon purchase of the Series A Preferred Stock by Wal-Mart, Series A
Preferred Stock so acquired by Wal-Mart shall be cancelled and shall not be
reissued. Except where Series A Preferred Stock must be converted before the
effective date of a consolidation or merger as provided in Section 8(a), after
giving any notice of redemption and prior to the close of business on the tenth
day prior to the redemption date, as hereinafter provided, the holders of the
shares of Series A Preferred Stock so called for redemption may convert such
shares into shares of the Common stock o(pound) Wal-Mart, in accordance with the
conversion privileges set forth in Section 8 hereof.
(d) No fractional shares of the Series A Preferred Stock shall be
redeemed. In the event the number of shares to be redeemed from any holder
thereof includes a fractional share,
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the number of shares to be redeemed from said holder shall be rounded to the
nearest whole number.
(e) Redemption of the Series A Preferred Stock shall be made only out of
Retained Earnings of Wal-Mart.
SECTION 6. Voting Rights.
(a) At every meeting of stockholders of Wal-Mart, every holder of Series A
Preferred Stock shall be entitled to one vote for each share of Series A
Preferred Stock standing in his name on the books of Wal-Mart, with the same and
identical voting rights, except as expressly provided herein, as a holder of a
share of Wal-Mart Common Stock. The Series A Preferred Stock and any other stock
having voting rights shall vote together as one class, except as provided by law
and in Paragraphs (b) and (c) hereof.
(b) If and whenever accrued dividends on the Series A Preferred Stock
shall not have been paid or declared and a sum sufficient for the payment
thereof set aside, in an amount equal to six quarter-annual dividends on any
shares of Series A Preferred Stock at the time outstanding, then and in such
event, the holders of the Series A Preferred Stock, voting separately as a
class, shall be entitled, at any annual meeting of the stockholders or special
meeting held in place thereof, or at a special meeting of the holders of the
Series A Preferred Stock called as hereinafter provided, to elect two directors.
Such right of the holders of Series A Preferred Stock to elect two directors may
be exercised until dividends in default on the Series A Preferred Stock shall
have been paid in full or funds sufficient therefore set aside, and when so-paid
or provided for, then the right of the holders of the Series A Preferred Stock
to elect such directors shall cease, but subject always to the same provisions
for the vesting of such voting rights in the case of any such future dividend
default or defaults. At any time after such voting power shall have so vested in
the holders of the Series A Preferred Stock, the Secretary of Wal-Mart may, and
upon the written request of the holders of record of 25% or more in amount of
the Series A Preferred Stock then outstanding, addressed to him at the principal
office of Wal-Mart in the State of Arkansas, shall call a special meeting of the
holders of the Series A Preferred Stock for the election of the directors to be
elected by them as herein provided, to be held within 40 days after delivery of
such request and at the place and upon the notice provided by law and in the
By-laws for the holding of meetings of stockholders; provided, however, that the
Secretary shall not be required to call such special meeting in the case of any
such request received less than 90 days before the date fixed for the next
ensuing annual meeting of stockholders. No such special meeting and no
adjournment thereof shall be held on a date less than 30 days before the annual
meeting of the stockholders or special meeting held in place thereof next
succeeding the time when the holders of the Series A Preferred Stock become
entitled to elect a director as above provided. If, at any such annual or
special meeting or any adjournment thereof the holders of at least a majority of
the Series A Preferred Stock then outstanding shall be present or represented by
proxy, then by vote of the holders of at least a majority of the Series A
Preferred Stock present or so represented at such meeting, the then authorized
number of directors of Wal-Mart shall be increased by two, and the holders of
the Series A Preferred Stock shall be entitled to elect the two additional
directors so provided for. The directors so elected shall serve until the next
annual meeting or until, their successors shall be elected and shall qualify;
provided,
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however, that whenever the holders of the Series A Preferred Stock shall be
divested of voting power as above provided, the term of office of the persons
elected as directors by the holders of the Series A Preferred Stock as a class
shall forthwith terminate, and the number of the Board of Directors shall be
reduced accordingly. If, during any interval between any special meeting of the
holders of Series A Preferred Stock for the election of a director to be elected
by them as provided above and the next ensuing annual meeting of stockholders,
or between annual meetings of stockholders for the election of directors, and
while the holders of the Series A Preferred Stock shall be entitled to elect two
directors the office of either of the directors who have been elected by the
holders of the Series A Preferred Stock shall, by reason of resignation, death
or removal, be vacant, (1) the vacancy shall be filled by a majority vote of the
remaining directors then in office, although less than a quorum, and (2) if not
so filled within, 40 days after the creation thereof, the Secretary of Wal-Mart
shall call a special meeting of the holders of the Series A Preferred Stock and
such vacancy shall be filled at such special meeting. Any director elected to
fill any such vacancy by the remaining directors then in office may be removed
from office by vote of the holders of a majority of the shares of the Series A
Preferred Stock. A special meeting of the holders of the Series A Preferred
Stock may be called by a majority vote of the Board of Directors for the purpose
of removing such director. The Secretary of Wal-Mart shall, in any event, within
ten days after delivery to Wal-Mart at its principal office in the State of
Arkansas of a request to such effect signed by the holders of at least 25% of
the outstanding shares of the Series A Preferred Stock, call a special meeting
for such purpose to be held within 40 days after delivery of such request,
provided, however, that the Secretary shall not be required to call such a
special meeting in the case of any such request received less than 90 days
before the date fixed for the next ensuing annual meeting of stockholders.
(c) The consent of holders of more than two-thirds of the outstanding
shares of Series A Preferred Stock is required to amend the certificate of
incorporation of Wal-Mart to (i) create or authorize any class of stock ranking
prior or superior to the Series A Preferred Stock as to assets or dividends, or
any class of securities convertible into any such a class of stock, or (ii)
change the terms of the Series A Preferred Stock in any manner prejudicial to
the holders thereof; provided, however, that no separate consent of the holders
of the Series A Preferred Stock shall be required to amend the certificate of
incorporation to create or authorize any class of stock ranking on a parity with
the Series A Preferred Stock as to assets or dividends, or as to any class of
securities convertible into any such class of stock if such stock or other
securities are issued for new consideration and not as a dividend or other
distribution to the stockholders of Wal-Mart.
SECTION 7. Liquidation Rights. The amount payable on Series A Preferred
Stock in the event of any liquidation, dissolution or winding up of the affairs
of Wal-Mart shall be $27.50 per share plus accrued and unpaid dividends, which
amount shall be paid and distributed before any distribution may be made with
respect to the outstanding shares of Wal-Mart Common Stock or any other class of
shares of Wal-Mart ranking junior to the Series A Preferred Stock with respect
to payment of dividends or distributions upon dissolution and winding up of
Wal-Mart.
SECTION 8. Conversion Right.
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(a) Subject to and upon compliance with the provisions of this Section S
and except as provided in the last sentence of this paragraph (a), the Series A
Preferred Stock may at the option of the holder at any time, or in the case of
shares called for redemption until and including the tenth day prior to the date
fixed for redemption (but not thereafter if payment of the redemption price has
been duly provided for by the date fixed for redemption), be converted into
shares of -the Common Stock, par value $.10 per share, of Wal-Mart ("Common
Stock") (as such shares shall be constituted at the conversion date) at the
conversion price in effect at the conversion date. Notwithstanding the
provisions of this paragraph (a) and Section 5(c), if Wal-Mart shall be a party
to any consolidation or merger whereby the outstanding shares of Common Stock
are to be exchanged for or converted into cash or other securities of an issuer
unrelated or unaffiliated with Wal-Mart and Wal-Mart exercises its option to
redeem the Series A Preferred Stock pursuant to the last sentence of Section
5(a), the Series A Preferred stock may not be converted after the effective date
of any such consolidation or merger.
(b) The holder of each share of Series A Preferred Stock may exercise the
conversion privilege in respect thereof by delivering to any transfer agent of
the Series A Preferred Stock (i) the shares to be converted, (ii) written notice
that the holder elects to convert such shares and stating the name or names
(with address) in which the stock certificate for Common Stock is to be issued.
Conversion shall be deemed to have been effected on the date when such delivery
is made, and such date is referred to in this Section as the "conversion date."
On the conversion date or as promptly thereafter as practicable, Wal-Mart shall
issue and deliver to the holder of the Series A Preferred stock surrendered for
conversion, or on his written order, a certificate for the number of full shares
of Common Stock issuable upon the conversion of such Series A Preferred Stock
and a check or cash in respect or any fraction of a share as provided in
subparagraph (c) of this Section 8. The person in whose name the stock
certificate is to be issued shall be deemed to have become a holder of Common
Stock of record on the conversion date. No adjustment shall be made for any
dividends on such shares of series A Preferred Stock or for dividends on the
shares of Common Stock issued on conversion.
(c) Wal-Mart shall not be required to issue fractional shares of Common
Stock upon conversion o(pound) Series A Preferred Stock. The number of full
shares of Common stock issuable upon conversion of the shares of Series A
Preferred stock surrendered therefore shall be computed on the basis of the
aggregate number of shares so surrendered. If any transactional interest in a
share of Common Stock would be deliverable upon the conversion of any Series A
Preferred Stock, Wal-Mart shall in lieu of delivering the fractional share
therefore make an adjustment therefore in cash at the current market value
thereof, computed on the basis of the last reported sale price of the shares of
Common Stock on the New York Stock Exchange on the last business day before the
conversion date or, if there was no reported sale on that day, on the basis of
the mean of the closing bid and asked quotations on that Exchange on that day,
or if the Common Stock is not then listed on that Exchange, on the basis of the
mean of the closing bid and asked quotations in the over-the-counter market on
that day as reported by NASDAQ, or any similar reporting service.
(d) Unless and until an adjusted conversion price of the Common Stack is
required to be computed as hereinafter provided, the conversion price for such
Common Stock shall be $45.60 per share, provided, however, that in the event
that the average of the last reported sales
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prices for trades of shares of Wal-Mart Common Stock on the New York Stock
Exchange for the five trading days immediately preceding the effective date of
the Merger of Kuhnco into Kuhn (the "Five-Day Average Price") is less than
$36.50 per share, the conversion price shall be equal to 125% of the Five-Day
Average Price; provided, further that in the event that the Five-Day Average
Price is greater than $39.50 per share, the conversion price shall be equal to
120% of the Five-Day Average Price, The number of shares of Common Stock
issuable upon conversion of one share of Series A Preferred Stock shall be
determined by dividing $25.00 by the conversion price then in effect.
(e) In case Wal-Mart shall pay or make a dividend or other distribution on
any class of its capital stock in Common Stock, the conversion price in effect
at the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such dividend or other
distribution shall be reduced by multiplying such conversion price by a fraction
of which the numerator shall be the number of shares of Common Stock outstanding
at the close of business on the date fixed for such determination and the
denominator shall be the sum of such number of shares and the total number of
shares constituting such dividend or other distribution, such reduction to
become effective immediately after the opening of business on the day following
the date fixed for such determination. For the purposes of this paragraph (e),
the number of shares of Common, Stock at any time outstanding shall not include
shares held in, the treasury of Wal-Mart but shall include shares issuable in
respect of scrip certificates issued in lieu of fractions of shares of Common
Stock. Wal-Mart will not pay any dividend or make any distribution on shares of
Common Stock held in the treasury of Wal-Mart.
(f) In case Wal-Mart shall issue rights or warrants (other than employee
stock options granted under any of Wal-Mart's employee stock option plans) to
all holders of its Common Stock entitling them to subscribe for or purchase
shares of Common Stock at a price per share less than the current market price
per share (determined as provided in paragraph (j) below) of the Common Stock on
the date fixed for the determination of stockholders entitled to receive such
rights or warrants, the conversion price in effect at the opening of business on
the day following the date fixed for such determination shall be reduced by.
multiplying such conversion price by a fraction of which the numerator shall be
the number of shares of Common Stock outstanding at the close of business on the
date fixed for such determination plus the number of shares of Common Stock
which the aggregate of the offering price of the total number of shares of
Common Stock so offered for subscription or purchase would purchase at such
current market price and the denominator shall be the number of shares of Common
Stock outstanding at the close of business on the date fixed for such
determination plus the number of shares of Common Stock so offered for
subscription or purchase, such reduction to become effective immediately after
the opening o(pound) business on the day following the date fixed for such
determination. For the purposes of this paragraph (f) the number of shares of
Common Stock at any time outstanding shall not include shares held in the
treasury of Wal-Mart but shall include shares issuable in respect of scrip
certificates issued in lieu of fractions of Common Stock. Wal-Mart will not
issue any rights or warrants in respect of shares of Common Stock held in the
treasury of Wal-Mart.
(g) In case outstanding shares of Common stock shall be subdivided into a
greater number of shares of Common Stock, the conversion price in effect at the
opening of business on the day following the day upon which such subdivision
becomes effective shall be
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proportionately reduced, and, conversely, in case outstanding shares of Common
Stock shall each be combined into a smaller number of shares of Common Stock,
the conversion price in effect at the opening of business on the day following
the day upon which such combination becomes effective shall be proportionately
increased, such reduction or increase, as the case may be, to become effective
immediately after the opening of business on the day following the day upon
which such subdivision or combination becomes effective.
(h) In case tidal-Mart shall, by dividend or otherwise, distribute to
all holders of its Common Stock evidences of its indebtedness or assets
(including securities, but excluding any rights or warrants referred to in
paragraph (f) above, any dividend or distribution paid in cash out of the
retained earnings of Wal-Mart and any dividend or distribution referred to in
paragraph (e) above), the conversion price shall be adjusted so that the same
shall equal the price determined by multiplying the conversion price in effect
immediately prior to the close of business on the date fixed for the
determination of stockholders entitled to receive such distribution by a
fraction of which the numerator shall be the current market price per share
(determined as provided in paragraph (j) below) of the Common Stock on the date
fixed for such determination less the then fair market value (as determined by
the Board of Directors, whose determination shall be conclusive) of the portion
of the assets or evidences of indebtedness so distributed applicable to one
share of Common Stock and the denominator shall be such current market price per
share of the Common Stock, such adjustment to become effective immediately prior
to the opening of business on the day following the date fixed for the
determination of stockholders entitled to receive such distribution.
(i) The reclassification (including any reclassification upon a
consolidation or merger in which Wal-Mart is the surviving corporation) of
Common Stock into securities other than Common Stock shall be deemed to involve
(a) a distribution of such securities other than Common Stock to all holders of
Common Stock (and the effective date of such reclassification shall be deemed to
tie "the date fixed for the determination of stockholders entitled to receive
such distribution" and "the date fixed for such determination" within the
meaning of paragraph (h) above), and (b) a subdivision or combination, as the
case may be, of the number of shares of Common Stock outstanding immediately
prior to such reclassification into the number of shares of Common Stock
outstanding immediately thereafter (and the effective date of such
reclassification shall be deemed to be "the day upon which such subdivision
becomes effective" or "the day upon which such combination becomes effective,"
as the case may be, and "the day upon which such subdivision or combination
becomes effective" within the meaning of paragraph (g) above).
(j) For the purpose of any computation under paragraphs (f) and (h)
above, the current market price per share of Common Stock on any date shall be
deemed to be the average of the daily closing prices for the 30 consecutive
business days selected by Wal-Mart commencing not more than 45 business days
before the day in question. The closing price for each day shall be the last
reported sales price regular way or, in case no such reported sale takes place
on such day, the average of the reported closing bid and asked prices regular
way, in either case on the New York Stock Exchange, or, if the Common Stock is
not listed or admitted to trading on such Exchange, on the principal national
securities exchange on which the Common Stock is listed or admitted to trading
or, if not listed or admitted to trading on any national
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securities exchange, the average of the closing bid and asked quotations in the
over-the-counter market, as reported by NASDAQ, or any similar reporting
service. For the purposes of this paragraph (j), the term "business day" shall
mean each Monday, Tuesday, Wednesday, Thursday and Friday, other than any day on
which securities are not traded on such exchange or in such market.
(k) Wal-Mart may make such reductions in the conversion price, in
addition to those required by paragraphs (e), (f), (g) and (h) above, as it
considers to be advisable in order that any event treated for Federal income tax
purposes as a dividend of stock or stock rights shall not be taxable to the
recipients.
(1) Whenever the conversion price is adjusted as herein provided:
(i) Wal-Mart shall compute the adjusted conversion price in
accordance with this Section 8 and shall prepare a certificate signed
by the Treasurer of Wal-Mart setting forth the adjusted conversion
price and showing in reasonable detail the facts upon which such
adjustment is based, and such certificate shall forthwith be filed with
the Transfer Agent for the Series A Preferred Stock.
(ii) a notice stating that the conversion price has been adjusted
and setting forth the adjusted conversion price shall forthwith be
required, and as soon as practicable after it is required, such notice
shall be mailed to the holders of record of the outstanding shares of
Series A Preferred Stock; provided, however, that if within 10 days
after the completion of mailing such a notice, an additional notice is
required, such additional notice shall be deemed to be required
pursuant to this clause (ii) as of the opening of business on the tenth
day after such completion of mailing and shall set forth the conversion
price as adjusted at such opening of business, and, upon the completion
of mailing of such additional notice, no other notice need be given of
any adjustment in the conversion price occurring at or prior to such
opening of business and after the time that the next preceding notice
given by mail became required.
(m) in case:
(i) Wal-Mart shall declare a dividend (or any other distribution)
on its Common Stock payable otherwise than in cash out of its retained
earnings; or
(ii) Wal-Mart shall authorize the granting to the holders of its
Common Stock of rights or warrants to subscribe for or purchase any
shares of capital stock of any class or-of any other rights; or
(iii) of any reclassification of the capital stock of Wal-Mart
(other than a subdivision or combination of its outstanding shares of
Common Stock), or of any consolidation or merger to which Wal-Mart is a
party for which approval of any stockholders of Wal-Mart is required,
or of the sale or transfer of all or substantially all. of the assets
of Wal-Mart; or
11
{PAGE}
(iv) of the voluntary or involuntary dissolution, liquidation, or
winding up of Wal-Mart:
then Wal-Mart shall cause to be mailed to the Transfer Agent of the then Series
A Preferred Stock and to the holders of record of the outstanding shares of this
Series, at least 20 days (or 10 days in any case specified in clause (x) or (ii)
above) prior to the applicable record date hereinafter specified, a notice
stated (x) the date on which a record is to be taken for the purpose of such
dividend, distribution, rights or warrants, or, if a record is not to be taken,
the date as of which the holders of Common Stock of record to be entitled to
such dividend, distribution, rights or warrants are to be determined, or (y) the
date on which such reclassification, consolidation, merger, sale, transfer,
dissolution, liquidation or winding up is expected to become effective, and the
date as of which it is expected that holders of Common Stock of record shall be
entitled to exchange their shares of Common Stock for securities or other
property deliverable upon such reclassification, consolidation, merger, sale,
transfer, dissolution, liquidation or winding up.
(n) The issue of stock certificates on conversions of Series A
Preferred Stock shall be without charge to the converting shareholder for any
tax in respect of the issue thereof. Wal-Mart shall not, however, be required to
pay any tax which may be payable in respect of any transfer involved in the
issue and delivery of shares in arty name other than that of the holder of the
Series A Preferred Stock converted, and Wal-Mart shall not be required to issue
or deliver any such stock certificate unless and until the person or persons
requesting same shall have paid to Wal-Mart the amount of such tax or shall have
established to the satisfaction of Wal-Mart that such tax has been paid.
(o) Wal-Mart shall at all times reserve and keep available, free from
pre-emptive rights, out of its authorized but unissued stock, for the purpose of
effecting the conversion of Series A Preferred Stock such number of its duly
authorized shares of Common Stock as shall from time to time be sufficient to
effect the conversion of all outstanding Series A Preferred Stock.
FIFTH: The Corporation is to have perpetual existence,
SIXTH: In furtherance, an not in limitation, of the powers conferred
by law, the Board of Directors of the Corporation is expressly authorized to
make, alter or repeal the by-lags of the Corporation in the manner provided in
such by-laws. Elections of directors need not be by written ballot unless the
by-laws of the Corporation shall so provide,
SEVENTH: The Corporation reserves the right to amend, alter or repeal
any provision contained in this Certificate of Incorporation in the manner now
or hereafter prescribed by the statutes of the State of Delaware, and all rights
and powers conferred on Directors and stockholders herein are granted subject to
this reservation.
EIGHTH: Whenever a compromise or arrangement is proposed between this
Corporation and its creditors-or any class of them and/or between this
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of this Corporation or of any creditor or
12
{PAGE}
stockholder thereof, or on the application of any receiver or receivers
appointed for this Corporation under the provisions of Section 291 of Title 8 of
the Delaware Code or on the application of trustees in dissolution or of any
receiver or receivers appointed for this Corporation under the provisions of
Section 279 of Title 8 of the Delaware Code order a meeting of the creditors or
class of creditors, and/or of the stockholders or class of stockholders of this
Corporation, as the case may be, to be summoned in such manner as the said court
directs. If a majority in number representing three-fourths in value of the
creditors or class of creditors and/or of the stockholders or class of
stockholders of this Corporation, as the case may be, agree to any compromise or
arrangement and to any reorganization of this Corporation as consequence of such
compromise or arrangement, the said compromise or arrangement and the said
reorganization shall, if sanctioned by the court to which the said application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of this Corporation, as the case
may be, and also on this Corporation.
NINTH: To the fullest extent permitted by Delaware General
Corporation Law as the same exists or may hereafter be. amended, a director of
this Corporation shall not be liable to the Corporation or its shareholders for
monetary damages for breach of fiduciary duty as a director.
4. This Restated Certificate of Incorporation was duly adopted by the
board of directors in accordance with Section 245 of the General Corporation Law
of the States of Delaware.
IN WITNESS WHEREOF, said WAL-MART STORES, INC, has caused this
certificate to be signed by Robert K. Rhoads, its vice President and attested by
J. Scott Melton, its Assistant Secretary, this 25th of October, 1988.
WAL-MART STORES, INC.
By: /s/ Robert K. Rhodes
----------------------------------
Robert K. Rhodes
Vice President
ATTEST:
By: /s/ J. Scott Melton
----------------------------------
J. Scott Melton
Assistant Secretary
13
{PAGE}
CERTIFICATE OF AMENDMENT
OF
RESTATED CERTIFICATE OF INCORPORATION
WAL-MART STORES, INC., a corporation organized and existing under and by
virtue of the General corporation Law of the State of Delaware, DOES HEREBY
CERTIFY.
FIRST: That at a meeting of the Board of Directors of WAL-MART STORES, INC.
resolutions were duly adopted setting forth a proposed amendment to the Restated
Certificate bf Incorporation of said corporation, declaring said amendment to be
advisable and calling a meeting. of the stockholders of said corporation for
consideration thereof. The resolution setting forth the proposed amendment is as
follows:
RESOLVED, that the Restated Certificate of Incorporation of this
corporation be amended by changing the first paragraph of Article Fourth thereof
so that, as amended, said paragraph shall be and read as follows:
"FOURTH. The total. number of shares of all classes of stock
which the Corporation shall have authority to issue is Five
Billion, Six Hundred Million (5,600,000,000) shares, of which
Five Billion, Five Hundred Million (5,500,000,000) shares
shall be classified. as Common Stock, of the par value of
10(cent) per share (herein called "Common Stock"), and of
which One Hundred Million (100,000,000) shares shall. be
classified as Preferred Stock of the par value of 104 per
share (herein called "Preferred Stock")."
SECOND: That thereafter, pursuant to resolution of its Board of Directors,
the annual meeting of the stockholders of said corporation was duly called and
held, upon notice in accordance with Section 222 of the General Corporation Law
of the State of Delaware at which meeting the necessary number of shares as
required by statute were voted in favor of the amendment.
THIRD: That said amendment was duly adopted in accordance with the
provisions of Section 242 Of the General Corporation Law of the State of
Delaware.
IN WITNESS WHEREOF, said WAL-MART STORES, INC. has caused this certificate
to be signed by Robert K. Rhoads, its Vice President and attested by J. Scott
Melton, its Assistant Secretary, this 19th day of August, 1991.
By: /s/ Robert K. Rhodes
236024
|
Wal-Mart Stores
As referenced in this Certificate of Incorporation [Restated]:
WAL-MART STORES, INC – 99.II.7
{SEQUENCE}10
{FILENAME}dex99ii7.txt
{DESCRIPTION}RESTATED CERTIFICATE OF INCORPORATION
{TEXT}
{PAGE}
Exhibit II.7.
RESTATED CERTIFICATE OF INCORPORATION
OF
WAL-MART STORES, INC .
WAL-MART STORES, INC., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1.
_____________
WAL-MART STORES, INC – 10
{FILENAME}dex99ii7.txt
{DESCRIPTION}RESTATED CERTIFICATE OF INCORPORATION
{TEXT}
{PAGE}
Exhibit II.7.
RESTATED CERTIFICATE OF INCORPORATION
OF
WAL-MART STORES, INC.
WAL-MART STORES, INC ., a corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1. The name of the
_____________
WAL-MART STORES, INC – corporation organized and existing under the laws
of the State of Delaware, hereby certifies as follows:
1. The name of the corporation is:
WAL-MART STORES, INC .
The date of filing its original Certificate of Incorporation with the
Secretary of State was October 31, 1969.
2. This Restated Certificate
_____________
WAL-MART STORES, INC – is hereby restated without further amendments or changes
to read as herein set forth in full:
FIRST: The name of the Corporation is
WAL-MART STORES, INC .
SECOND: Its registered office in the State of Delaware is located at
Corporation Trust Center, 1209 Orange Street, in the City of
_____________
WAL-MART STORES, INC – Stock shall have no special rights or
limitations.
3. In connection with the merger of KUHNCO, INC. ("Kuhnco"), a
wholly-owned subsidiary of WAL-MART STORES, INC . ("Wal-Mart") into KUHN`S-BIG K
STORES CORP. ("Kuhn") a series of Preferred Stock is established to which the
following provisions
_____________
dt 278243
;
| |
Preview
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| 2004 |
Employment Agreement
Employment Agreement (49K)
Doc #313689: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on June 1, 2004, by and between
Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and David
Whipple (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as provided
herein; and
WHEREAS, the Executive and the Company desire to enter into this Agreement
to set forth the terms and conditions of the Executive's services with the
Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to the
Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean (i) the Executive is convicted of a
felony involving moral turpitude or any other felony (other than motor vehicle
related) and, in the case of such other felony, the Executive is unable to show
that he (A) acted in good faith and in a manner he reasonably believed to be in
the best interests of the Company and its affiliates and (B) had no reasonable
cause to believe his conduct was unlawful; or (ii) the Executive engages in
conduct that constitutes willful gross neglect or willful misconduct in carrying
out his duties under this Agreement, resulting, in either case, in material harm
to the Company or its affiliates, unless the Executive believed in good faith
that such act or non-act was in, or was not opposed to, the best interests of
the Company and its affiliates.
(d) "Committee" shall mean the Compensation and Incentives
Committee of the Holding Corp. Board or any other committee of the Holding Corp.
Board performing similar functions.
(e) "Constructive Termination" by the Executive shall mean
termination, during the Term of Employment, based on the occurrence without the
Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 7) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on senior executives of the
Company; (iii) the failure of the Company to obtain the assumption in writing of
its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction; or (iv) if the Executive no longer
reports to the CEO or to the COO or other direct report of the CEO. The
Executive shall further be required to comply with the provisions of Section
11(d)(i) of this Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's inability, with or
without a reasonable accommodation, to substantially perform his duties and
responsibilities under this Agreement by reason of any physical or mental
incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean June 1, 2004.
(h) "Holding Corp." shall mean Kmart Holding Corporation, a
Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of directors of
Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval as
set forth in Section 19 and subject to termination pursuant to Section 11, the
Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
third anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for additional one-year
periods on each subsequent annual anniversary of the Effective Date, unless
written notice of non-extension is provided by either Party to the other Party
at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive shall be
employed by the Company and shall serve as Senior Vice President, Associate
Resources (or such other position or positions as may be agreed upon in writing
by the Executive and Holding Corp. and/or the Company, as applicable). The
Executive shall have all authority commensurate with the position of Senior Vice
President, Associate Resources, subject to the direction of the Holding Corp.
Board, the Board and/or the Chief Executive Officer ("CEO") of the Company. The
Executive shall initially report directly to the CEO, but this may be changed
such that he reports to the COO or other direct report of the CEO. The Executive
shall devote substantially all of his business time, attention and
skill to the performance of such duties and responsibilities, and shall use his
best efforts to promote the interests of the Company and its affiliates. The
Executive shall not, without the prior written approval of the Holding Corp.
Board, engage in any other business activity which is in violation of policies
established from time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding, nothing
shall preclude the Executive from (i) serving on the boards of directors of a
reasonable number of other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations (subject to the reasonable
approval of the Holding Corp. Board), (ii) engaging in charitable activities and
community affairs, and (iii) managing his personal investments and affairs,
provided that such activities do not materially interfere with the proper
performance of his duties and responsibilities as a senior executive officer of
Holding Corp. and the Company.
4. Base Salary. During the Term of Employment, the Executive shall
be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $390,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Transition Payment. The Company shall pay $50,000 to the
Executive promptly following commencement of the Executive's employment with the
Company to compensate the Executive for expenses associated with his transition
to employment with the Company which are not otherwise covered by the Company's
executive benefit plans, programs and arrangements.
6. Additional Payments. If any payment or benefit received or to be
received by the Executive (whether pursuant to the terms of this Agreement or
any other plan, arrangement or agreement with the Company or any affiliate) (all
such payments and benefits, excluding the Gross-Up Payment (as hereinafter
defined), being hereinafter called "Total Payments") will be subject (in whole
or part) to any excise tax (the "Excise Tax") imposed under section 4999 of the
Internal Revenue Code of 1986, as amended, then the Company shall pay to the
Executive an additional amount (the "Gross-Up Payment") such that the net amount
retained by the Executive, after deduction of any Excise Tax on the Total
Payments and any federal, state and local income and employment taxes and Excise
Tax upon the Gross-Up Payment, shall be equal to the Total Payments.
7. Annual Incentive Awards. During the Term of Employment, the
Executive shall be eligible for an annual target bonus ("Target Bonus") of 60%
of his then-current Base Salary under the annual cash-based incentive program of
313689
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us
Inc., TJX
{PAGE}
Companies, Inc., and Wal-Mart Stores, Inc ., and any of their parents and/or
subsidiaries that are engaged in retail operations, and/or (ii) an entity or
enterprise whose
_____________
dt 508397
;
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this
Section 12, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal
_____________
dt 424922
;
Fleming
As referenced in this Employment Agreement:
Fleming
Companies, Inc. – issued and outstanding. For purposes of this
Section 12, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc. , Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506894
;
|
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us
Inc., TJX
{PAGE}
Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents and/or
subsidiaries that
_____________
dt 342927
;
More... |
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Full Doc
| 2004 |
Employment Agreement
Employment Agreement (49K)
Doc #313697: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on January 1, 2004, by and between
Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and James
Donlon (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as provided
herein; and
WHEREAS, the Executive and the Company desire to enter into this Agreement
to set forth the terms and conditions of the Executive's services with the
Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to the
Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean (i) the Executive is convicted of a
felony involving moral turpitude or any other felony (other than motor vehicle
related) and, in the case of such other felony, the Executive is unable to show
that he (A) acted in good faith and in a manner he reasonably believed to be in
the best interests of the Company and its affiliates and (B) had no reasonable
cause to believe his conduct was unlawful; or (ii) the Executive engages in
conduct that constitutes willful gross neglect or willful misconduct in carrying
out his duties under this Agreement, resulting, in either case, in material harm
to the Company or its affiliates, unless the Executive believed in good faith
that such act or nonact was in, or was not opposed to, the best interests of the
Company and its affiliates.
(d) "Committee" shall mean the Compensation and Incentives
Committee of the Holding Corp. Board or any other committee of the Holding Corp.
Board performing similar functions.
(e) "Constructive Termination" by the Executive shall mean
termination, during the Term of Employment, based on the occurrence without the
Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 6) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; (iii) the failure of the Company to obtain the assumption in writing of
its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction; or (iv) the relocation of the
current headquarters of the Company that would require the relocation of the
Executive during the first two years of his employment. The Executive shall
further be required to comply with the provisions of Section 10(d)(i) of this
Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's inability, with or
without a reasonable accommodation, to substantially perform his duties and
responsibilities under this Agreement by reason of any physical or mental
incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean the date on which the
Executive first reports to the Company's headquarters to commence employment
with the Company. The Executive will use his best efforts to commence employment
with the Company as soon as possible, and will commence employment with the
Company by January 1, 2004.
(h) "Holding Corp." shall mean Kmart Holding Corporation, a
Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of directors of
Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval as
set forth in Section 18 and subject to termination pursuant to Section 10, the
Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
third anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for additional one-year
periods on each subsequent annual anniversary of the Effective Date, unless
written notice of non-extension is provided by either Party to the other Party
at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive shall be
employed by the Company and shall serve as Senior Vice President, Chief
Financial Officer (or such other position or positions as may be agreed upon in
writing by the Executive and Holding Corp. and/or the Company, as applicable).
The Executive shall have all authority commensurate with the position of Senior
Vice President, Chief Financial Officer, subject to the direction of the Holding
Corp. Board, the Board and/or the Chief Executive Officer ("CEO") of the
Company.
2
The Executive shall report directly to the CEO. The Executive shall devote
substantially all of his business time, attention and skill to the performance
of such duties and responsibilities, and shall use his best efforts to promote
the interests of the Company and its affiliates. The Executive shall not,
without the prior written approval of the Holding Corp. Board, engage in any
other business activity which is in violation of policies established from time
to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding, nothing
shall preclude the Executive from (i) serving on the boards of directors of a
reasonable number of other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations (subject to the reasonable
approval of the Holding Corp. Board), (ii) engaging in charitable activities and
community affairs, and (iii) managing his personal investments and affairs,
provided that such activities do not materially interfere with the proper
performance of his duties and responsibilities as an executive officer of
Holding Corp. and the Company.
(c) The Executive shall perform his services hereunder
primarily at the Company's headquarters. To that end, the Company shall provide
the Executive with office space and staff at its headquarters that are
commensurate with his duties hereunder.
4. Base Salary. During the Term of Employment, the Executive shall
be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $550,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Restricted Stock Equity -Grant. As an inducement material to the
Executive's agreement to enter into employment with the Company, and subject to
the approval of the Committee comprised of a majority of independent directors
or a majority of the Holding Corp.'s independent directors, within 14 days after
the Effective Date, the Executive shall receive a grant of restricted Holding
Corp. stock having a fair market value of $500,000 on the date of grant (the
"Restricted Stock") which Restricted Stock may not be sold, pledged or otherwise
transferred until the Restricted Stock becomes vested, in accordance with the
provisions of this Section 5. The Restricted Stock shall vest as to one-third
(1/3) of such grant at 12:01 a.m. on the date after the end of fiscal year 2004,
as to an additional one-third (1/3) of such grant at 12:01 a.m. on the date
after the end of fiscal year 2005, and as to the final one-third (1/3) of such
grant at 12:01 a.m. on the date after the end of fiscal year 2006, conditioned
upon the Executive's continued employment with the Company as of each vesting
date. Notwithstanding the foregoing, the interest of the Executive in the
313697
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us Inc., TJX
Companies, Inc., and Wal-Mart Stores, Inc ., and any of their parents and/or
subsidiaries that are engaged in retail operations, and/or (ii) an entity or
enterprise whose
_____________
dt 508398
;
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this Section
11, "Competing Enterprise" shall mean any and/or all of the following: (i)
Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc., Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal
_____________
dt 424924
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies,
Inc. – issued and outstanding. For purposes of this Section
11, "Competing Enterprise" shall mean any and/or all of the following: (i)
Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc. , Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home
_____________
dt 1506895
;
|
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us Inc., TJX
Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents and/or
subsidiaries that are
_____________
dt 342929
;
More... |
Preview
Full Doc
| 2004 |
Employment Agreement
Employment Agreement (51K)
Doc #313698: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on January 1, 2004, by and between
Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and John
Goodman (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as provided
herein; and
WHEREAS, the Executive and the Company desire to enter into this Agreement
to set forth the terms and conditions of the Executive's services with the
Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to the
Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Cause" shall mean (i) the Executive is convicted of a
felony involving moral turpitude or any other felony (other than motor vehicle
related) and, in the case of such other felony, the Executive is unable to show
that he (A) acted in good faith and in a manner he reasonably believed to be in
the best interests of the Company and its affiliates and (B) had no reasonable
cause to believe his conduct was unlawful; or (ii) the Executive engages in
conduct that constitutes willful gross neglect or willful misconduct in carrying
out his duties under this Agreement, resulting, in either case, in material harm
to the Company or its affiliates, unless the Executive believed in good faith
that such act or non-act was in, or was not opposed to, the best interests of
the Company and its affiliates.
(d) "Committee" shall mean the Compensation and Incentives
Committee of the Holding Corp. Board or any other committee of the Holding Corp.
Board performing similar functions.
(e) "Constructive Termination" by the Executive shall mean
termination, during the Term of Employment, based on the occurrence without the
Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 7) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; (iii) the failure of the Company to obtain the assumption in writing of
its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction; or (iv) if the Executive no longer
reports to the CEO. The Executive shall further be required to comply with the
provisions of Section 11(d)(i) of this Agreement with respect to a Constructive
Termination.
(f) "Disability" shall mean the Executive's inability, with or
without a reasonable accommodation, to substantially perform his duties and
responsibilities under this Agreement by reason of any physical or mental
incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean December 15, 2003.
(h) "Holding Corp." shall mean Kmart Holding Corporation, a
Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of directors of
Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval as
set forth in Section 19 and subject to termination pursuant to Section 11, the
Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
third anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for additional one-year
periods on each subsequent annual anniversary of the Effective Date, unless
written notice of non-extension is provided by either Party to the other Party
at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive shall be
employed by the Company and shall serve as Senior Vice President, Chief Apparel
Officer (or such other position or positions as may be agreed upon in writing by
the Executive and Holding Corp. and/or the Company, as applicable). The
Executive shall have all authority commensurate with the position of Senior Vice
President, Chief Apparel Officer, subject to the direction of the Holding Corp.
Board, the Board and/or the Chief Executive Officer ("CEO") of the Company. The
Executive shall report directly to the CEO. The Executive shall devote
substantially all of his business time, attention and skill to the performance
of such duties and responsibilities, and shall use his best efforts
to promote the interests of the Company and its affiliates. The Executive shall
not, without the prior written approval of the Holding Corp. Board, engage in
any other business activity which is in violation of policies established from
time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding, nothing
shall preclude the Executive from (i) serving on the boards of directors of a
reasonable number of other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations (subject to the reasonable
approval of the Holding Corp. Board), (ii) engaging in charitable activities and
community affairs, and (iii) managing his personal investments and affairs,
provided that such activities do not materially interfere with the proper
performance of his duties and responsibilities as an executive officer of
Holding Corp. and the Company.
4. Base Salary. During the Term of Employment, the Executive shall
be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $500,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Make Whole Payment. The Company shall pay $229,500 to the
Executive, at the same time as annual bonus payments are made to other senior
level executives. The purpose of this make-whole payment is to compensate the
Executive for the amount that will be forfeited as a result of the Executive's
ceasing to be employed by his previous employer.
6. Restricted Stock Equity -Grant. As an inducement material to the
Executive's agreement to enter into employment with the Company, and subject to
the approval of the Committee comprised of a majority of independent directors
or a majority of the Holding Corp.'s independent directors, as soon as
practicable after the Effective Date, the Executive shall receive a grant of
restricted Company stock having a fair market value of $500,000 on the date of
grant (the "Restricted Stock") which Restricted Stock may not be sold, pledged
or otherwise transferred until the Restricted Stock becomes vested, in
accordance with the provisions of this Section 6. The Restricted Stock shall
vest as to one-third (1/3) of such grant at 12:01 a.m. on December 15, 2004, as
to an additional one-third (1/3) of such grant at 12:01 a.m. on December 15,
2005, and as to the final one-third (1/3) of such grant at 12:01 a.m. on
December 15, 2006, conditioned upon the Executive's continued employment with
the Company as of each vesting date. Notwithstanding the foregoing, in the event
313698
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us
Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc ., and any of their parents
and/or subsidiaries that are engaged in retail operations, and/or (ii) an entity
or enterprise whose
_____________
dt 508399
;
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this
Section 12, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal
_____________
dt 424926
;
Fleming
As referenced in this Employment Agreement:
Fleming
Companies, Inc. – issued and outstanding. For purposes of this
Section 12, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc. , Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506896
;
|
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us
Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents
and/or subsidiaries that are
_____________
dt 342931
;
More... |
Preview
Full Doc
| 2004 |
Employment Agreement
Employment Agreement (50K)
Doc #313699: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on February 27, 2004, by and
between Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and Paul
Guagliardo (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to the
Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean (i) the Executive is convicted of a
felony involving moral turpitude or any other felony (other than motor vehicle
related) and, in the case of such other felony, the Executive is unable to show
that he (A) acted in good faith and in a manner he reasonably believed to be in
the best interests of the Company and its affiliates and (B) had no reasonable
cause to believe his conduct was unlawful; or (ii) the Executive engages in
conduct that constitutes willful gross neglect or willful misconduct in carrying
out his duties under this Agreement, resulting, in either case, in material harm
to the Company or its affiliates, unless the Executive believed in good faith
that such act or nonact was in, or was not opposed to, the best interests of the
Company and its affiliates.
1
(d) "Committee" shall mean the Compensation and Incentives
Committee of the Holding Corp. Board or any other committee of the Holding Corp.
Board performing similar functions.
(e) "Constructive Termination" by the Executive shall mean
termination, during the Term of Employment, based on the occurrence without the
Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 6) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; or (iii) the failure of the Company to obtain the assumption in writing
of its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction. "Constructive Termination" shall not
include a relocation of current Company headquarters. The Executive shall
further be required to comply with the provisions of Section 10(d)(i) of this
Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's inability, with
or without a reasonable accommodation, to substantially perform his duties and
responsibilities under this Agreement by reason of any physical or mental
incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean the date on which the
Executive first reports to the Company's headquarters to commence employment
with the Company. The Executive will use his best efforts to commence employment
with the Company as soon as possible, and will commence employment with the
Company by April 5, 2004.
(h) "Holding Corp." shall mean Kmart Holding Corporation, a
Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of directors
of Holding Corp.
2. Term of Employment. Subject to termination pursuant to
Section 10, the Company shall employ the Executive, and the Executive hereby
accepts such employment, for the period commencing on the Effective Date and
ending on the third anniversary thereof (the "Term of Employment"); provided,
however, that the Term of Employment shall be automatically extended for
additional one-year periods on each subsequent annual anniversary of the
Effective Date, unless written notice of non-extension is provided by either
Party to the other Party at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive shall be
employed by the Company and shall serve as Senior Vice President, Chief
Marketing Officer (or such other position or positions as may be agreed upon in
writing by the Executive and Holding Corp. and/or the Company, as applicable).
The Executive shall have all authority commensurate with
2
the position of Senior Vice President, Chief Marketing Officer, subject to
the direction of the Holding Corp. Board, the Board and/or the Chief Executive
Officer ("CEO") of the Company. The Executive shall report directly to the CEO.
The Executive shall devote substantially all of his business time, attention and
skill to the performance of such duties and responsibilities, and shall use his
best efforts to promote the interests of the Company and its affiliates. The
Executive shall not, without the prior written approval of the Holding Corp.
Board, engage in any other business activity which is in violation of policies
established from time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding, nothing
shall preclude the Executive from (i) serving on the boards of directors of a
reasonable number of other corporations or the boards of a reasonable number of
trade associations and/or charitable organizations (subject to the reasonable
approval of the Holding Corp. Board), (ii) engaging in charitable activities and
community affairs, and (iii) managing his personal investments and affairs,
provided that such activities do not materially interfere with the proper
performance of his duties and responsibilities as an executive officer of
Holding Corp. and the Company.
(c) The Executive shall perform his services hereunder
primarily at the Company's headquarters or at a Company designated location in
New York City. To that end, the Company shall provide the Executive with office
space and staff that are commensurate with his duties hereunder.
4. Base Salary. During the Term of Employment, the Executive
shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $500,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Restricted Stock Equity --Grant. As an inducement material
to the Executive's agreement to enter into employment with the Company, and
subject to the approval of the Committee comprised of a majority of independent
directors or a majority of the Holding Corp.'s independent directors, as soon as
practicable after the Effective Date, the Executive shall receive a grant of
restricted Holding Corp. stock having a fair market value of $500,000 on the
date of grant (the "Restricted Stock") which Restricted Stock may not be sold,
pledged or otherwise transferred until the Restricted Stock becomes vested, in
accordance with the provisions of this Section 5. The Restricted Stock shall
vest as to one-third (1/3) of such grant on the first anniversary of the
effective date, and as to an additional one-third (1/3) on each succeeding
anniversary date so as to be 100% vested on the third anniversary thereof,
conditioned upon the Executive's continued employment with the Company as of
each vesting date. Notwithstanding the foregoing, the interest of the Executive
in the Restricted Stock shall vest as to 100% of the grant in the event the
313699
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us
Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc ., and any of their parents
and/or subsidiaries that are engaged in retail operations, and/or (ii) an entity
or enterprise whose
_____________
dt 508400
;
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this
Section 11, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal
_____________
dt 424928
;
Fleming
As referenced in this Employment Agreement:
Fleming
Companies, Inc. – issued and outstanding. For purposes of this
Section 11, "Competing Enterprise" shall mean any and/or all of the following:
(i) Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming
Companies, Inc. , Kohl's Corporation, The May Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506897
;
|
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C.
Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo
Stores, Inc., Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us
Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents
and/or subsidiaries that are
_____________
dt 342932
;
More... |
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Full Doc
| 2003 |
Employment Agreement
Employment Agreement (54K)
Doc #313707: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on September 15, 2003, by and
between Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and Bruce
Johnson (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to
the Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean (i) the Executive is convicted
of a felony involving moral turpitude or any other felony (other than motor
vehicle related) and, in the case of such other felony, the Executive is unable
to show that he (A) acted in good faith and in a manner he reasonably believed
to be in the best interests of the Company and its affiliates and (B) had no
reasonable cause to believe his conduct was unlawful; or (ii) the Executive
engages in conduct that constitutes willful gross neglect or willful misconduct
in carrying out his duties under this Agreement, resulting, in either case, in
material harm to the Company or its affiliates, unless the Executive believed in
good faith that such act or nonact was in, or was not opposed to, the best
interests of the Company and its affiliates.
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Holding Corp. Board or any other committee of the
Holding Corp. Board performing similar functions.
(e) "Constructive Termination" by the Executive shall
mean termination, during the Term of Employment, based on the occurrence without
the Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title or change in reporting relationship such
that Executive reports to anyone other than the Chief Executive Officer, other
than for Cause or Disability; (ii) a reduction in the Executive's Base Salary or
Target Bonus (as defined in Section 6) other than for Cause or Disability and
other than as part of an across-the-board salary reduction generally imposed on
executives of the Company; (iii) the failure of the Company to obtain the
assumption in writing of its obligation to perform this Agreement by any
successor to all or substantially all of the assets of the Company on or prior
to a merger, consolidation, sale or similar transaction; or (iv) the relocation
of the current headquarters of the Company that would require the relocation of
the Executive during the first two years of his employment. The Executive shall
further be required to comply with the provisions of Section 10(d)(i) of this
Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's
inability, with or without a reasonable accommodation, to substantially perform
his duties and responsibilities under this Agreement by reason of any physical
or mental incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean the date on which the
Executive first reports to the Company's headquarters to commence employment
with the Company. The Executive will use his best efforts to commence employment
with the Company as soon as possible, and will commence employment with the
Company by October 15, 2003.
(h) "Holding Corp." shall mean Kmart Holding
Corporation, a Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of
directors of Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval
as set forth in Section 18 and subject to termination pursuant to Section 10,
the Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
third anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for additional one-year
periods on each subsequent annual anniversary of the Effective Date, unless
written notice of non-extension is provided by either Party to the other Party
at least 60 days prior to any such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed by the Company and shall serve as Senior Vice President,
Supply Chain and Operations (or such other position or positions as may be
agreed upon in writing by the Executive and Holding Corp. and/or the Company, as
applicable). The Executive shall have all authority commensurate with the
position of Senior Vice President, Supply Chain and Operations, subject to the
direction of the Holding Corp. Board, the Board and/or the Chief Executive
Officer ("CEO") of the Company. The Executive shall report directly to the CEO.
The Executive shall devote substantially all of his business time, attention and
skill to the performance of such duties and responsibilities, and shall use his
best efforts to promote the interests of the Company and its affiliates. The
Executive shall not, without the prior written approval of the Holding Corp.
Board, engage in any other business activity which is in violation of policies
established from time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding,
nothing shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other corporations or the boards of a reasonable
number of trade associations and/or charitable organizations (subject to the
reasonable approval of the Holding Corp. Board), (ii) engaging in charitable
activities and community affairs, and (iii) managing his personal investments
and affairs, provided that such activities do not materially interfere with the
proper performance of his duties and responsibilities as an executive officer of
Holding Corp. and the Company.
(c) The Executive shall perform his services
hereunder primarily at the Company's headquarters. To that end, the Company
shall provide the Executive with office space and staff at its headquarters that
are commensurate with his duties hereunder.
4. Base Salary. During the Term of Employment, the Executive
shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $650,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Restricted Stock Equity -Grant. As an inducement material
to the Executive's agreement to enter into employment with the Company, and
subject to the approval of the Committee comprised of a majority of independent
directors or a majority of the Holding Corp.'s independent directors, within 14
days after the Effective Date, the Executive shall receive a grant of restricted
Holding Corp. stock having a fair market value of $500,000 on the date of grant
(the "Restricted Stock") which Restricted Stock may not be sold, pledged or
otherwise transferred until the Restricted Stock becomes vested, in accordance
with the provisions of this Section 5. The Restricted Stock shall vest as to
one-third (1/3) of such grant at 12:01 a.m. on the date after the end of fiscal
year 2004, as to an additional one-third (1/3) of such grant at 12:01 a.m. on
the date after the end of fiscal year 2005, and as to the final one-third (1/3)
of such grant at 12:01 a.m. on the date after the end of fiscal year 2006,
conditioned upon the Executive's continued employment with the Company as of
each vesting date. Notwithstanding the foregoing, the interest of the Executive
313707
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home Depot, Inc., Toys R Us Inc., TJX
Companies, Inc., and Wal-Mart Stores, Inc ., and any of their parents and/or
subsidiaries that are engaged in retail operations, and/or (ii) an entity or
enterprise whose
_____________
dt 508403
;
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding. For purposes of this Section
11, "Competing Enterprise" shall mean any and/or all of the following: (i)
Albertson's Inc ., American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc., Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal
_____________
dt 424930
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies,
Inc. – issued and outstanding. For purposes of this Section
11, "Competing Enterprise" shall mean any and/or all of the following: (i)
Albertson's Inc., American Retail Group, Inc., Carrefour se, Fleming Companies,
Inc. , Kohl's Corporation, The May Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home
_____________
dt 1506898
;
|
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Department Store Company, J.C. Penny Company,
Royal Ahold, Safeway, Inc., Sears, Roebuck and Co., ShopKo Stores, Inc.,
Supervalue Inc., Target Corp., The Home Depot, Inc ., Toys R Us Inc., TJX
Companies, Inc., and Wal-Mart Stores, Inc., and any of their parents and/or
subsidiaries that are
_____________
dt 342933
;
More... |
Preview
Full Doc
| 2003 |
Employment Agreement
Employment Agreement (54K)
Doc #313708: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on September 3, 2003, by and
between Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and Janet
L. Kelly (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to
the Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean (i) the Executive is convicted
of a felony involving moral turpitude or any other felony (other than motor
vehicle related) and, in the case of such other felony, the Executive is unable
to show that she (A) acted in good faith and in a manner she reasonably believed
to be in the best interests of the Company and its affiliates and (B) had no
reasonable cause to believe her conduct was unlawful; or (ii) the Executive
engages in conduct that constitutes willful gross neglect or willful misconduct
in carrying out her duties under this Agreement, resulting, in either case, in
material harm to the Company or its affiliates, unless the Executive believed in
good faith that such act or nonact was in, or was not opposed to, the best
interests of the Company and its affiliates.
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Holding Corp. Board or any other committee of the
Holding Corp. Board performing similar functions.
(e) "Constructive Termination" by the Executive shall
mean termination, during the Term of Employment, based on the occurrence without
the Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 6) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; (iii) the failure of the Company to obtain the assumption in writing of
its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation,
sale or similar transaction; or (iv) the relocation of the current headquarters
of the Company that would require the relocation of the Executive during the
first two years of her employment. The Executive shall further be required to
comply with the provisions of Section 10(d)(i) of this Agreement with respect to
a Constructive Termination.
(f) "Disability" shall mean the Executive's
inability, with or without a reasonable accommodation, to substantially perform
her duties and responsibilities under this Agreement by reason of any physical
or mental incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean September 3, 2003.
(h) "Holding Corp." shall mean Kmart Holding
Corporation, a Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of
directors of Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board approval
as set forth in Section 18 and subject to termination pursuant to Section 10,
the Company shall employ the Executive, and the Executive hereby accepts such
employment, for the period commencing on the Effective Date and ending on the
first anniversary thereof (the "Term of Employment"); provided, however, that
the Term of Employment shall be automatically extended for an additional year on
each anniversary of the Effective Date, unless written notice of non-extension
is provided by either Party to the other Party at least 60 days prior to any
such anniversary.
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed by the Company and shall serve as Senior Vice President, Chief
Administrative Officer (or such other position or positions as may be agreed
upon in writing by the Executive and Holding Corp. and/or the Company, as
applicable). The Executive shall have all authority commensurate with the
position of Senior Vice President, Chief Administrative Officer, subject to the
direction of the Holding Corp. Board, the Board and/or the Chief Executive
Officer ("CEO") of the Company. The Executive shall report directly to the CEO.
The Executive shall devote substantially all of her business time, attention and
skill to the performance of such duties and responsibilities, and shall use her
best efforts to promote the interests of the Company and its affiliates. The
Executive shall not, without the prior written approval of the Holding Corp.
Board, engage in any other business activity which is in violation of policies
established from time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding,
nothing shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other corporations or the boards of a reasonable
number of trade associations and/or charitable organizations (subject to the
reasonable approval of the Holding Corp. Board), (ii) engaging in charitable
activities and community affairs, (iii) managing her personal investments and
affairs, and (iv) serving on the board of trustees of Liberty Funds, provided
that such activities do not materially interfere with the proper performance of
her duties and responsibilities as an executive officer of Holding Corp. and the
Company.
(c) The Executive shall perform her services
hereunder primarily at the Company's headquarters. To that end, the Company
shall provide the Executive with office space and staff at its headquarters that
are commensurate with her duties hereunder.
4. Base Salary. During the Term of Employment, the Executive
shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the amount of $450,000. The Base Salary
shall be reviewed no less frequently than annually for increase in the
discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. a. Make Whole Payment. The Company shall pay to the
Executive, within 10 days following the Effective Date, a lump sum amount equal
to $250,000. If the Executive is still employed by the Company one year after
the Effective Date, the Company shall pay to the Executive, within 10 days
thereafter, a second lump sum amount equal to $250,000. The purpose of these
make-whole payments is to compensate the Executive for the amount that will be
forfeited as a result of the Executive's ceasing to be employed by her previous
employer.
b. Restricted Stock Equity - Make-Whole and Grant. As
an inducement material to the Executive's agreement to enter into employment
with the Company, and subject to the approval of the Committee comprised of a
majority of independent directors or a majority of the Holding Corp.'s
independent directors, within 14 days after the Effective Date, the Executive
shall receive a grant of restricted Holding Corp. stock having a fair market
value of $1 Million on the date of grant (the "Restricted Stock") which
Restricted Stock may not be sold, pledged or otherwise transferred until the
313708
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc ., and any of
their parents and/or subsidiaries that are engaged in retail operations, and/or
(ii) an entity or enterprise whose
_____________
dt 508404
;
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc ., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal
_____________
dt 424933
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies, Inc. – issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc. , Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506899
;
|
Home Depot
As referenced in this Employment Agreement:
Home Depot,
Inc – Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc ., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and any of
their parents and/or subsidiaries that are
_____________
dt 342935
;
More... |
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Full Doc
| 2003 |
Employment Agreement
Employment Agreement (52K)
Doc #313709: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on September 3, 2003, by and
between Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and Lisa
Schultz (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
20. Definitions. The following definitions shall apply to this
Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted to
the Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of the
Company.
(c) "Cause" shall mean (i) the Executive is convicted
of a felony involving moral turpitude or any other felony (other than motor
vehicle related) and, in the case of such other felony, the Executive is unable
to show that she (A) acted in good faith and in a manner she reasonably believed
to be in the best interests of the Company and its affiliates and (B) had no
reasonable cause to believe her conduct was unlawful; or (ii) the Executive
engages in conduct that constitutes willful gross neglect or willful misconduct
in carrying out her duties under this Agreement, resulting, in either case, in
material harm to the Company or its affiliates, unless the Executive believed in
good faith that such act or nonact was in, or was not opposed to, the best
interests of the Company and its affiliates.
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Holding Corp. Board or any other committee of the
Holding Corp. Board performing similar functions.
(e) "Constructive Termination" by the Executive shall
mean termination, during the Term of Employment, based on the occurrence without
the Executive's express written consent of any of the following: (i) a material
diminution or adverse change in the Executive's responsibilities, duties,
authorities or any reduction in title, other than for Cause or Disability; (ii)
a reduction in the Executive's Base Salary or Target Bonus (as defined in
Section 6) other than for Cause or Disability and other than as part of an
across-the-board salary reduction generally imposed on executives of the
Company; or (iii) the failure of the Company to obtain the assumption in writing
of its obligation to perform this Agreement by
any successor to all or substantially all of the assets of the Company on or
prior to a merger, consolidation, sale or similar transaction. The Executive
shall further be required to comply with the provisions of Section 10(d)(i) of
this Agreement with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's
inability, with or without a reasonable accommodation, to substantially perform
her duties and responsibilities under this Agreement by reason of any physical
or mental incapacity for a period of 180 consecutive days.
(g) "Effective Date" shall mean the date on which the
Executive first reports to the Company's headquarters to commence employment
with the Company. The Executive will use her best efforts to commence employment
with the Company as soon as possible, and will commence employment with the
Company by September 2, 2003.
(h) "Holding Corp." shall mean Kmart Holding
Corporation, a Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board of
directors of Holding Corp.
21. Term of Employment. Subject to Holding Corp. Board
approval as set forth in Section 18 and subject to termination pursuant to
Section 10, the Company shall employ the Executive, and the Executive hereby
accepts such employment, for the period commencing on the Effective Date and
ending on the third anniversary thereof (the "Term of Employment"); provided,
however, that the Term of Employment shall be automatically extended for
additional one-year periods on each subsequent annual anniversary of the
Effective Date, unless written notice of non-extension is provided by either
Party to the other Party at least 60 days prior to any such anniversary.
22. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed by the Company and shall serve as Senior Vice President, Chief
Creative Officer (or such other position or positions as may be agreed upon in
writing by the Executive and Holding Corp. and/or the Company, as applicable).
The Executive shall have all authority commensurate with the position of Senior
Vice President, Chief Creative Officer, subject to the direction of the Holding
Corp. Board, the Board and/or the Chief Executive Officer ("CEO") of the
Company. The Executive shall report directly to the CEO. The Executive shall
devote substantially all of her business time, attention and skill to the
performance of such duties and responsibilities, and shall use her best efforts
to promote the interests of the Company and its affiliates. The Executive shall
not, without the prior written approval of the Holding Corp. Board, engage in
any other business activity which is in violation of policies established from
time to time by the Company or its affiliates.
(b) Anything herein to the contrary notwithstanding,
nothing shall preclude the Executive from (i) serving on the boards of directors
of a reasonable number of other corporations or the boards of a reasonable
number of trade associations and/or charitable organizations (subject to the
reasonable approval of the Holding Corp. Board), (ii) engaging in charitable
activities and community affairs, and (iii) managing her personal investments
and affairs, provided that such activities do not materially interfere with the
proper performance of her duties and responsibilities as an executive officer of
Holding Corp. and the Company.
(c) The Executive shall perform her services
hereunder primarily at a location of her choosing in New York City, NY. The
Company shall provide the Executive with office space and clerical support at
its headquarters offices to the extent necessary when the Executive does perform
services at the Company's headquarters offices.
23. Base Salary. During the Term of Employment, the Executive
shall be paid an annualized Base Salary, payable in accordance with the regular
payroll practices of the Company, in the
amount of $500,000. The Base Salary shall be reviewed no less frequently than
annually for increase in the discretion of the Holding Corp. Board and/or the
Committee. The Base Salary, including any increase, shall not be decreased
during the Term of Employment.
24. Restricted Stock Equity -Grant. As an inducement material
to the Executive's agreement to enter into employment with the Company, and
subject to the approval of the Committee comprised of a majority of independent
directors or a majority of the Holding Corp.'s independent directors, within 14
days after the Effective Date, the Executive shall receive a grant of restricted
Holding Corp. stock having a fair market value of $500,000 on the date of grant
(the "Restricted Stock") which Restricted Stock may not be sold, pledged or
otherwise transferred until the Restricted Stock becomes vested, in accordance
with the provisions of this Section 5. The Restricted Stock shall vest as to
one-third (1/3) of such grant at 12:01 a.m. on the date after the end of fiscal
year 2004, as to an additional one-third (1/3) of such grant at 12:01 a.m. on
the date after the end of fiscal year 2005, and as to the final one-third (1/3)
of such grant at 12:01 a.m. on the date after the end of fiscal year 2006,
conditioned upon the Executive's continued employment with the Company as of
313709
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc ., and any of
their parents and/or subsidiaries that are engaged in retail operations, and/or
(ii) an entity or enterprise whose
_____________
dt 508405
;
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc ., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal
_____________
dt 424935
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies, Inc. – issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc. , Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506900
;
|
Home Depot
As referenced in this Employment Agreement:
Home Depot,
Inc – Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc ., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and any of
their parents and/or subsidiaries that are
_____________
dt 342936
;
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Full Doc
| 2003 |
Employment Agreement
Employment Agreement (52K)
Doc #313740: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into on May 6, 2003, by and between
Kmart Management Corporation, a Michigan corporation (together with its
successors and assigns permitted under this Agreement, the "Company"), and
Harold Lueken (the "Executive").
WHEREAS, the Company desires that the Executive become employed by the
Company and provide services to the Company and Holding Corp. (as hereinafter
defined), in the best interest of the Company and its affiliates and
constituencies;
WHEREAS, the Executive desires to be employed by the Company as
provided herein; and
WHEREAS, the Executive and the Company desire to enter into this
Agreement to set forth the terms and conditions of the Executive's services with
the Company;
NOW, THEREFORE, in consideration of the premises and mutual covenants
contained herein and for other good and valuable consideration, the receipt of
which is mutually acknowledged, the Company and the Executive (individually a
"Party" and together the "Parties") agree as follows:
1. Definitions. The following definitions shall apply to
this Agreement in its entirety.
(a) "Base Salary" shall mean the salary granted
to the Executive pursuant to Section 4.
(b) "Board" shall mean the Board of Directors of
the Company.
(c) "Cause" shall mean (i) the Executive is
convicted of a felony involving moral turpitude or any other felony (other than
motor vehicle-related) and, in the case of such other felony, the Executive is
unable to show that he (A) acted in good faith and in a manner he reasonably
believed to be in the best interests of the Company and its affiliates and (B)
had no reasonable cause to believe his conduct was unlawful; or (ii) the
Executive engages in conduct that constitutes willful gross neglect or willful
misconduct in carrying out his duties under this Agreement, resulting, in either
case, in material harm to the Company or its affiliates, unless the Executive
believed in good faith that such act or nonact was in, or was not opposed to,
the best interests of the Company and its affiliates.
1
(d) "Committee" shall mean the Compensation and
Incentives Committee of the Holding Corp. Board or any other committee of the
Holding Corp. Board performing similar functions.
(e) "Constructive Termination" by the Executive
shall mean termination, during the Term of Employment, based on the occurrence
without the Executive's express written consent of any of the following: (i) a
material diminution or adverse change in the Executive's responsibilities,
duties, authorities or any reduction in title, other than for Cause or
Disability; (ii) a reduction in the Executive's Base Salary or Target Bonus (as
defined in Section 6) other than for Cause or Disability and other than as part
of an across-the-board salary reduction generally imposed on executives of the
Company; or (iii) the failure of the Company to obtain the assumption in writing
of its obligation to perform this Agreement by any successor to all or
substantially all of the assets of the Company on or prior to a merger,
consolidation, sale or similar transaction. The Executive shall further be
required to comply with the provisions of Section 10(d)(i) of this Agreement
with respect to a Constructive Termination.
(f) "Disability" shall mean the Executive's
inability to substantially perform his duties and responsibilities under this
Agreement by reason of any physical or mental incapacity for a period of 180
consecutive days.
(g) "Effective Date" shall mean May 12, 2003.
(h) "Holding Corp." shall mean Kmart Holding
Corporation, a Delaware corporation and the Company's parent corporation.
(i) "Holding Corp. Board" shall mean the board
of directors of Holding Corp.
2. Term of Employment. Subject to Holding Corp. Board
approval as set forth in Section 18 and subject to termination pursuant to
Section 10, the Company shall employ the Executive, and the Executive hereby
accepts such employment, for the period commencing on the Effective Date and
ending on the first anniversary thereof (the "Term of Employment"); provided,
however, that the Term of Employment shall be automatically extended for an
additional year on each anniversary of the Effective Date, unless written notice
of non-extension is provided by either Party to the other Party at least 60 days
prior to any such anniversary
3. Position, Duties and Responsibilities.
(a) During the Term of Employment, the Executive
shall be employed by the Company and shall serve as Senior Vice President,
General Counsel of the Company and shall have the title of Senior Vice
President, General Counsel of Holding Corp. (or such other position or positions
as may be agreed upon in writing by the Executive and Holding Corp. and/or the
Company, as applicable) and be responsible for the management of the legal
function of Holding Corp. and the Company, as directed by the Holding Corp.
Board, the Board and/or the Chief Executive Officer ("CEO") of the Company,
consistent with such positions. The Executive shall report directly to the CEO.
The Executive shall have all authority commensurate
2
with such positions. The Executive shall devote substantially all of his
business time, attention and skill to the performance of such duties and
responsibilities, and shall use his best efforts to promote the interests of the
Company and its affiliates. The Executive shall not, without the prior written
approval of the Holding Corp. Board, engage in any other business activity which
is in violation of policies established from time to time by the Company or its
affiliates.
(b) Anything herein to the contrary
notwithstanding, nothing shall preclude the Executive from (i) serving on the
boards of directors of a reasonable number of other corporations or the boards
of a reasonable number of trade associations and/or charitable organizations
(subject to the reasonable approval of the Holding Corp. Board), (ii) engaging
in charitable activities and community affairs, and (iii) managing his personal
investments and affairs, provided that such activities do not materially
interfere with the proper performance of his duties and responsibilities as an
executive officer of Holding Corp. and the Company.
(c) The Executive shall perform his services
hereunder primarily at the Company's headquarters. To that end, the Company
shall provide the Executive with office space and staff at its headquarters that
are commensurate with his duties hereunder.
4. Base Salary. During the Term of Employment, the
Executive shall be paid an annualized Base Salary, payable in accordance with
the regular payroll practices of the Company, in the amount of $450,000. The
Base Salary shall be reviewed no less frequently than annually for increase in
the discretion of the Holding Corp. Board and/or the Committee. The Base Salary,
including any increase, shall not be decreased during the Term of Employment.
5. Make-Whole Payment. The Company shall pay to the
Executive, within 10 days following the Effective Date, a lump sum amount equal
to $25,000 in respect of compensation from the Executive's previous employer
that will be forfeited as a result of the Executive's ceasing to be employed by
his previous employer.
6. Annual Incentive Awards. During the Term of
Employment, the Executive shall be eligible for an annual target bonus ("Target
Bonus") of 61% of his then-current Base Salary under the annual cash-based
incentive program of the Company (or its affiliate, if applicable) payable if
the performance goals thereunder for the relevant fiscal year are met. Payment
of the annual bonus shall be made at the same time that other senior-level
executives receive their incentive awards. The Company agrees that the actual
bonus, if any, earned by the Executive for fiscal year 2003 shall not be subject
to pro-ration by reason of the Executive's not having been employed by the
Company for the entire fiscal year.
7. Long-Term Incentive Programs. The Executive shall
participate in such long-term cash- and/or equity-based incentive programs as
the senior executives of the Company participate from time to time.
313740
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc ., and (ii)
an entity or enterprise whose business is in competition with the business of
the Company which operates retail stores selling
_____________
dt 508406
;
Albertson's
As referenced in this Employment Agreement:
Albertson's Inc – amount thereof issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc ., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc., Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal
_____________
dt 424937
;
Fleming
As referenced in this Employment Agreement:
Fleming Companies, Inc. – issued and outstanding.
For purposes of this Section 11, "Competing Enterprise" shall mean any and/or
all of the following: (i) Albertson's Inc., American Retail Group, Inc.,
Carrefour se, Fleming Companies, Inc. , Kohl's Corporation, The May Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home
_____________
dt 1506902
;
|
Home Depot
As referenced in this Employment Agreement:
Home Depot,
Inc – Department
Store Company, J.C. Penny Company, Royal Ahold, Safeway, Inc., Sears, Roebuck
and Co., ShopKo Stores, Inc., Supervalue Inc., Target Corp., The Home Depot,
Inc ., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores, Inc., and (ii)
an entity or enterprise whose business is in
_____________
dt 342937
;
More... |
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Full Doc
| 2005 |
Employment Agreement
Employment Agreement (46K)
Doc #1031519: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This Employment Agreement (the �Agreement�) is made and entered into effective as of March 1, 2006, by and between Marsh & McLennan Companies, Inc. (together with its successors and assigns, �MMC� or the �Company�), a Delaware corporation, and M. Michele Burns (the �Executive�).
WHEREAS, the Executive and the Company desire to embody in this Agreement the terms and conditions of the Executive�s employment by the Company;
NOW, THEREFORE, in consideration of the premises and mutual promises contained in this Agreement, including the compensation paid to the . . .
1031519
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – do not, either individually or in the aggregate, materially interfere with the Executives duties and responsibilities as Executive Vice President and Chief Financial Officer of the Company: Cisco Systems, Inc., Wal-Mart Stores, Inc ., and Elton John AIDS Foundation.
ARTICLE 2
Term
2.1 Employment Period. The initial term of the Executives employment under this Agreement (the Initial Term) shall commence on March
_____________
dt 1528597
;
|
Cisco Systems
As referenced in this Employment Agreement:
Cisco Systems, Inc – as such activities do not, either individually or in the aggregate, materially interfere with the Executives duties and responsibilities as Executive Vice President and Chief Financial Officer of the Company: Cisco Systems, Inc ., Wal-Mart Stores, Inc., and Elton John AIDS Foundation.
ARTICLE 2
Term
2.1 Employment Period. The initial term of the Executives employment under this Agreement (the Initial Term)
_____________
dt 1515996
|
Preview
Full Doc
| 2004 |
Employment Agreement
Employment Agreement (79K)
Doc #1041012: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT by and among Sears, Roebuck and Co., a
New York corporation ("Sears"), Kmart Holding Corporation, a Delaware
corporation ("Kmart") and Alan J. Lacy (the "Executive") is dated as of the 16th
day of November, 2004 (the "Agreement").
Sears and Kmart have determined that it is in the best interests
of Sears and Kmart and their respective shareholders to assure that Sears will
have the continued dedication of the Executive pending the Sears . . .
1041012
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – if the
Executive terminates employment for any reason pursuant to a Notice of
Termination given during the 30-day period immediately following June 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc ., The Home Depot, Inc.,
Target Corporation, J. C. Penney Company, Inc., Lowe's Companies, Inc., Best Buy
Co., Inc., Circuit City Stores, Inc., or Kohl's Corporation, or any
_____________
dt 1528599
;
Circuit City
As referenced in this Employment Agreement:
Circuit City Stores, Inc – 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc., The Home Depot, Inc.,
Target Corporation, J. C. Penney Company, Inc., Lowe's Companies, Inc., Best Buy
Co., Inc., Circuit City Stores, Inc ., or Kohl's Corporation, or any successor
thereto.
(ii) During the Restricted Period, the Executive shall not,
directly or indirectly, solicit or encourage any person to leave his or
_____________
dt 1552025
;
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – for any reason pursuant to a Notice of
Termination given during the 30-day period immediately following June 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc., The Home Depot, Inc .,
Target Corporation, J. C. Penney Company, Inc., Lowe's Companies, Inc., Best Buy
Co., Inc., Circuit City Stores, Inc., or Kohl's Corporation, or any successor
thereto.
(ii) During
_____________
dt 1412293
;
|
Lowe's
As referenced in this Employment Agreement:
Lowe's Companies, Inc – during the 30-day period immediately following June 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc., The Home Depot, Inc.,
Target Corporation, J. C. Penney Company, Inc., Lowe's Companies, Inc ., Best Buy
Co., Inc., Circuit City Stores, Inc., or Kohl's Corporation, or any successor
thereto.
(ii) During the Restricted Period, the Executive shall not,
directly or indirectly, solicit
_____________
dt 1502747
;
Target
As referenced in this Employment Agreement:
Target Corp – pursuant to a Notice of
Termination given during the 30-day period immediately following June 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc., The Home Depot, Inc.,
Target Corp oration, J. C. Penney Company, Inc., Lowe's Companies, Inc., Best Buy
Co., Inc., Circuit City Stores, Inc., or Kohl's Corporation, or any successor
thereto.
(ii) During the Restricted
_____________
dt 1522890
|
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| 2004 |
Employment Agreement
Employment Agreement (74K)
Doc #1127024: Click preview link for longer preview.
FORM OF
CARMAX, INC.
EMPLOYMENT AGREEMENT
FOR
EXECUTIVE OFFICERS
THIS EMPLOYMENT AGREEMENT is made, entered into, and is effective as of
the 1st day of August, 2004 (the "Effective Date"), by and between CarMax, Inc.,
a Virginia Corporation, and its affiliated companies (collectively, the
"Company") and ____________________________ (the "Executive").
WHEREAS, the Company recognizes the . . .
1127024
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Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – One; Hendrick Automotive Group;
CarMotive; Saturn Group; Hertz; Enterprise; and any automotive retail operation
affiliated with, owned, operated, or controlled by Home Depot, Inc.; Lowe's
Companies, Inc.; Target Corporation; Wal-Mart Stores, Inc .; Sears, Roebuck and
Company; Carrefour; Costco Wholesale Corporation; Royal Dutch/Shell Group of
Companies and its affiliates; Exxon Mobil Corporation and its affiliates; and/or
ChevronTexaco Corp. and its
_____________
dt 1528603
;
AutoNation
As referenced in this Employment Agreement:
AutoNation, Inc – the Company is engaged in real estate site selection. Such business
entities include, but are not limited to: Sonic Automotive, Inc.; Lithia Motors,
Inc.; Group 1 Automotive, Inc.; UnitedAuto Group; AutoNation, Inc .; Penske
Motors; Asbury Automotive Group; Price One; Hendrick Automotive Group;
CarMotive; Saturn Group; Hertz; Enterprise; and any automotive retail operation
affiliated with, owned, operated, or controlled by Home Depot,
_____________
dt 1319176
;
CarMax
As referenced in this Employment Agreement:
CARMAX, INC. – lt;TYPE>EX-99
<SEQUENCE>5
<FILENAME>exhibitten.txt
<DESCRIPTION>10-Q EXHIBIT 10.1
<TEXT>
Exhibit 10.1
FORM OF
CARMAX, INC.
EMPLOYMENT AGREEMENT
FOR
EXECUTIVE OFFICERS
THIS EMPLOYMENT AGREEMENT is made, entered into, and is effective as of
the 1st day of August, 2004 (the "Effective Date"), by and between
_____________
CarMax, Inc. – INC.
EMPLOYMENT AGREEMENT
FOR
EXECUTIVE OFFICERS
THIS EMPLOYMENT AGREEMENT is made, entered into, and is effective as of
the 1st day of August, 2004 (the "Effective Date"), by and between CarMax, Inc. ,
a Virginia Corporation, and its affiliated companies (collectively, the
"Company") and ____________________________ (the "Executive").
WHEREAS, the Company recognizes the Executive's intimate knowledge and
experience in the business of
_____________
CARMAX, INC. – of Virginia, without reference to Virginia's choice of law statutes
or decisions.
IN WITNESS WHEREOF, the Executive and the Company have executed this
Agreement as of the Effective Date.
CARMAX, INC. :
By:
--------------------------------------------------------------------
[NAME]
[TITLE]
EXECUTIVE:
____________________________________________________________________
[NAME]
____________________________________________________________________
____________________________________________________________________
ADDRESS
SSN:
--------------------------------------------------------------------
ATTEST:
--------------------------------------------------------------------
21
<PAGE>
CARMAX, INC.
Schedule of Terms
of Employment Agreement
for Named Executive Officers
<TABLE&
_____________
CARMAX, INC. – Executive and the Company have executed this
Agreement as of the Effective Date.
CARMAX, INC.:
By:
--------------------------------------------------------------------
[NAME]
[TITLE]
EXECUTIVE:
____________________________________________________________________
[NAME]
____________________________________________________________________
____________________________________________________________________
ADDRESS
SSN:
--------------------------------------------------------------------
ATTEST:
--------------------------------------------------------------------
21
<PAGE>
CARMAX, INC.
Schedule of Terms
of Employment Agreement
for Named Executive Officers
<TABLE>
<S><C>
Target Amount of
Base Bonus Outplacement
Executive Title Salary 1
_____________
dt 1508318
;
|
Chevron
As referenced in this Employment Agreement:
ChevronTexaco Corp – Corporation; Wal-Mart Stores, Inc.; Sears, Roebuck and
Company; Carrefour; Costco Wholesale Corporation; Royal Dutch/Shell Group of
Companies and its affiliates; Exxon Mobil Corporation and its affiliates; and/or
ChevronTexaco Corp . and its affiliates.
A business will not be considered to be in competition with the Company
for purposes of this Section 8.4 if the business, or operating unit
_____________
dt 1549366
;
Circuit City
As referenced in this Employment Agreement:
Circuit City Stores,
Inc – the terms,
conditions, compensation and benefits of Executive's future employment; and
WHEREAS, upon execution of this Agreement, any prior employment
agreement between the Executive and the Company and/or Circuit City Stores,
Inc ., whether oral or written, will have no force and effect with respect to the
terms and conditions of Executive's employment and will be replaced and
superseded by the
_____________
dt 1552026
;
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| 2006 |
Employment Agreement
Employment Agreement (25K)
Doc #1166526: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
AGREEMENT dated as of August 31, 2004 between Alison Gregg Corcoran of 70 Morton Road, Milton, Massachusetts (�Executive�), and BJ� s Wholesale Club, Inc., a Delaware corporation, whose principal office is in Natick, Massachusetts (�Employer� or �Company�).
W I T N E S S E T H
WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is acknowledged by each . . .
1166526
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive (i) becomes employed by Wal-Mart Stores, Inc ., Costco Wholesale Corporation, Sams Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.
4. Non-Competition
_____________
Wal-Mart Stores, Inc – then existing BJs Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc ., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term then existing shall refer to any such warehouse store that is, at the time of termination of
_____________
dt 1528604
;
| |
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| 2005 |
Employment Agreement
Employment Agreement (25K)
Doc #1166541: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
AGREEMENT dated as of July 6, 2004 between Karen Stout whose address is 15 Dickenson Way, Apartment #82B, Marlborough, MA 01752 (�Executive�), and BJ� s Wholesale Club, Inc., a Delaware corporation, whose principal office is One Mercer Road, Natick, Massachusetts (�Employer� or �Company�).
W I T N E S S E T H:
WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company;
NOW, THEREFORE, in consideration of the mutual covenants and . . .
1166541
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive (i) becomes employed by Wal-Mart Stores, Inc ., Costco Wholesale Corporation, Sams Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.
4. Non-Competition
_____________
Wal-Mart Stores, Inc – then existing BJs Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc ., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term then existing shall refer to any such warehouse store that is, at the time of termination of
_____________
dt 1528605
;
| |
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| 2004 |
Employment Agreement
Employment Agreement (25K)
Doc #1166593: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
AGREEMENT dated as of February 6, 2003 between Kellye L. Walker whose address is 31 State Street, Milton, Massachusetts (�Executive�), and BJ� s Wholesale Club, Inc., a Delaware corporation, whose principal office is One Mercer Road, Natick, Massachusetts (�Employer� or �Company�).
W I T N E S S E T H
WHEREAS, the Company desires to employ the Executive, and the Executive desires to be employed by the Company;
NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the sufficiency of which is . . .
1166593
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – Section 3.5(b) above shall immediately terminate, and the Company shall have no further obligations to Executive with respect thereto, in the event that Executive (i) becomes employed by Wal-Mart Stores, Inc ., Costco Wholesale Corporation, Sams Clubs, or any of their respective subsidiaries or affiliates; or (ii) breaches any provision of Sections 4 or 5 of this Agreement.
4. Non-Competition
_____________
Wal-Mart Stores, Inc – then existing BJs Wholesale Club warehouse store, or any other business that competes with the Company. Competitive business or enterprise also includes any store or business operated or owned by Wal-Mart Stores, Inc ., Costco Wholesale Corporation, or any of the respective affiliates thereof. The term then existing shall refer to any such warehouse store that is, at the time of termination of
_____________
dt 1528606
;
| |
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| 2004 |
Employment Agreement
Employment Agreement (79K)
Doc #1219031: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
This EMPLOYMENT AGREEMENT by and among Sears, Roebuck and Co., a
New York corporation ("Sears"), Kmart Holding Corporation, a Delaware
corporation ("Kmart") and Alan J. Lacy (the "Executive") is dated as of the 16th
day of November, 2004 (the "Agreement").
Sears and Kmart have determined that it is in the best interests
of Sears and Kmart and their respective shareholders to assure that Sears will
have the continued dedication of the Executive pending the Sears . . .
1219031
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – if the
Executive terminates employment for any reason pursuant to a Notice of
Termination given during the 30-day period immediately following June 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc ., The Home Depot, Inc.,
Target Corporation, J. C. Penney Company, Inc., Lowe's Companies, Inc., Best Buy
Co., Inc., Circuit City Stores, Inc., or Kohl's Corporation, or any
_____________
dt 1528612
;
Circuit City
As referenced in this Employment Agreement:
Circuit City Stores, Inc – 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc., The Home Depot, Inc.,
Target Corporation, J. C. Penney Company, Inc., Lowe's Companies, Inc., Best Buy
Co., Inc., Circuit City Stores, Inc ., or Kohl's Corporation, or any successor
thereto.
(ii) During the Restricted Period, the Executive shall not,
directly or indirectly, solicit or encourage any person to leave his or
_____________
dt 1552029
;
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – for any reason pursuant to a Notice of
Termination given during the 30-day period immediately following June 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc., The Home Depot, Inc .,
Target Corporation, J. C. Penney Company, Inc., Lowe's Companies, Inc., Best Buy
Co., Inc., Circuit City Stores, Inc., or Kohl's Corporation, or any successor
thereto.
(ii) During
_____________
dt 1412301
;
|
Lowe's
As referenced in this Employment Agreement:
Lowe's Companies, Inc – during the 30-day period immediately following June 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc., The Home Depot, Inc.,
Target Corporation, J. C. Penney Company, Inc., Lowe's Companies, Inc ., Best Buy
Co., Inc., Circuit City Stores, Inc., or Kohl's Corporation, or any successor
thereto.
(ii) During the Restricted Period, the Executive shall not,
directly or indirectly, solicit
_____________
dt 1502752
;
Target
As referenced in this Employment Agreement:
Target Corp – pursuant to a Notice of
Termination given during the 30-day period immediately following June 30, 2006,
a "Competitor" shall mean only Wal-Mart Stores, Inc., The Home Depot, Inc.,
Target Corp oration, J. C. Penney Company, Inc., Lowe's Companies, Inc., Best Buy
Co., Inc., Circuit City Stores, Inc., or Kohl's Corporation, or any successor
thereto.
(ii) During the Restricted
_____________
dt 1522896
|
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| 2004 |
Employment Agreement
Employment Agreement (64K)
Doc #1219033: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of October 18, 2004 (the
"Effective Date"), by and among Kmart Management Corporation, a Michigan
corporation (together with its successors and assigns permitted under this
Agreement, the "Company"), and Aylwin Lewis (the "Executive") and, for the
purposes set forth in Section 21 below, Kmart Holding Corporation, a Delaware
corporation and the Company's parent corporation ("Holding Corp.").
WHEREAS, the Company desires that the Executive . . .
1219033
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores,
Inc – The May Department Store Company, J.C.
Penney Company, Sears, Roebuck and Co., ShopKo Stores, Inc., Target Corp., The
Home Depot, Inc., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores,
Inc ., and any of their parents and/or subsidiaries that are engaged in retail
operations; and/or (ii) an entity or enterprise whose business is in direct
competition with a
_____________
dt 1528613
;
Fleming
As referenced in this Employment Agreement:
Fleming
Companies, Inc. – principal amount thereof issued and outstanding.
For purposes of this Section 13, "Competing Enterprise" shall mean any and/or
all of the following: (i) American Retail Group, Inc., Carrefour SA, Fleming
Companies, Inc. , Kohl's Corporation, The May Department Store Company, J.C.
Penney Company, Sears, Roebuck and Co., ShopKo Stores, Inc., Target Corp., The
Home Depot, Inc., Toys R Us Inc.,
_____________
dt 1506924
;
Home Depot
As referenced in this Employment Agreement:
Home Depot, Inc – Retail Group, Inc., Carrefour SA, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penney Company, Sears, Roebuck and Co., ShopKo Stores, Inc., Target Corp., The
Home Depot, Inc ., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores,
Inc., and any of their parents and/or subsidiaries that are engaged in retail
operations; and/or (ii)
_____________
dt 1412302
;
|
Kmart Holding
As referenced in this Employment Agreement:
KMART HOLDING CORP – <DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>2
<FILENAME>k89690exv10w1.txt
<DESCRIPTION>EMPLOYMENT AGREEMENT BETWEEN KMART HOLDING CORP & AYLWIN B. LEWIS
<TEXT>
<PAGE>
EXHIBIT 10.1
EMPLOYMENT AGREEMENT
THIS AGREEMENT, made and entered into as of October 18, 2004 (the
"Effective Date"),
_____________
dt 1388438
;
ShopKo Stores, Inc.
As referenced in this Employment Agreement:
ShopKo Stores, Inc – all of the following: (i) American Retail Group, Inc., Carrefour SA, Fleming
Companies, Inc., Kohl's Corporation, The May Department Store Company, J.C.
Penney Company, Sears, Roebuck and Co., ShopKo Stores, Inc ., Target Corp., The
Home Depot, Inc., Toys R Us Inc., TJX Companies, Inc., and Wal-Mart Stores,
Inc., and any of their parents and/or subsidiaries that are engaged
_____________
dt 1507423
;
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| 2001 |
Employment Agreement
Employment Agreement (54K)
Doc #1546907: Click preview link for longer preview.
EMPLOYMENT AGREEMENT
THIS EMPLOYMENT AGREEMENT (this "Agreement") is made and entered into
this 17th day of November, 2000 (the "Execution Date") by and among JDN REALTY
CORPORATION, a Maryland corporation (hereinafter, the "Company") and CRAIG
MACNAB (hereinafter, "Executive"), to be effective as of the Effective Date, as
defined in Section 1.
BACKGROUND
----------
WHEREAS, Executive currently serves as the Chief . . .
1546907
|
Wal-Mart Stores
As referenced in this Employment Agreement:
Wal-Mart Stores, Inc – first above written.
JDN REALTY CORPORATION
By: /s/ John D. Harris, Jr.
-----------------------------
John D. Harris, Jr.
Title: CFO
EXECUTIVE:
/s/ Craig Macnab
----------------
CRAIG MACNAB
17
<PAGE>
EXHIBIT "A"
Wal-Mart Stores, Inc , and its affiliates, including but not limited to Wal-Mart
Stores, Inc. and Wal-Mart Real Estate Business Trust
Lowe's Companies, Inc., and its affiliates, including but not
_____________
Wal-Mart
Stores, Inc – John D. Harris, Jr.
Title: CFO
EXECUTIVE:
/s/ Craig Macnab
----------------
CRAIG MACNAB
17
<PAGE>
EXHIBIT "A"
Wal-Mart Stores, Inc, and its affiliates, including but not limited to Wal-Mart
Stores, Inc . and Wal-Mart Real Estate Business Trust
Lowe's Companies, Inc., and its affiliates, including but not limited to Lowe's
Companies, Inc. and Lowe's Home Centers, Inc.
&
_____________
dt 1528615
;
|
Lowe's
As referenced in this Employment Agreement:
Lowe's Companies, Inc – MACNAB
17
<PAGE>
EXHIBIT "A"
Wal-Mart Stores, Inc, and its affiliates, including but not limited to Wal-Mart
Stores, Inc. and Wal-Mart Real Estate Business Trust
Lowe's Companies, Inc ., and its affiliates, including but not limited to Lowe's
Companies, Inc. and Lowe's Home Centers, Inc.
</TEXT>
</DOCUMENT>
|