Agreement Related To Early Retirement

EXHIBIT 10.10


June 14, 1996


Mr. Peter Vanderveen 4700 Great Oak Lane Harrisburg, PA 17110


Agreement Related to Early Retirement


Dear Pete:


It is my understanding that you have elected to take voluntary early retirement from your position as President and Chief Operating Officer of Super Rite Foods, Inc. ("Super Rite") effective May 24, 1996. In keeping with our recent discussions, we have agreed to enter into this letter agreement to memorialize certain understandings we have reached in connection with your early retirement, and to confirm certain additional retirement benefits that will be provided to you in recognition of your many years of valuable service to Super Rite.


Recitals.


(a) This letter agreement (the "Agreement") is intended to document the agreement reached between you (the "Executive") and Richfood Holdings, Inc. ("Richfood" and together with the Executive, the "parties") in connection with the Executive's decision to retire from his positions with Super Rite effective May 24, 1996.


(b) Each reference in this Agreement to "Richfood" shall include Richfood Holdings, Inc., and any of its current or former divisions, parents, direct or indirect subsidiaries (including, without limitation, Super Rite), affiliates, shareholders, owners, officers, directors, employees, servants, attorneys, agents, representatives, predecessors, successors and assigns.


(c) Each reference in this Agreement to the "Executive" shall include Peter Vanderveen and any of his executors, administrators, heirs, beneficiaries, successors and assigns.


(d) The Executive has been employed as President and Chief Operating Officer of Super Rite pursuant to an Employment Agreement dated October 13, 1995 (the "Employment Agreement") and a Deferred Compensation Agreement, dated as of January 4, 1988 (the "Deferred Compensation Agreement" and together with the Employment Agreement, the "Arrangement"). Except as specifically provided in this Agreement, the terms of this Agreement shall supersede the terms of the Arrangement.


(e) The Executive and Richfood desire to resolve any and all issues relating to the Executive's voluntary early retirement from Super Rite on mutually satisfactory terms. These terms are intended to recognize the Executive's valuable service to Super Rite and to protect and promote Richfood's legitimate business interests.


Early Retirement.


The Executive hereby notifies Super Rite of his decision to retire from Super Rite, and to resign as President and Chief Operating Officer of Super Rite Corporation, Super Rite and all of their respective subsidiaries, in each case effective as of May 24, 1996 (the "Retirement Date").


Maintenance of Confidentiality and Noncompetition Agreement.


(a) As set forth above, the parties acknowledge that the terms of this Agreement shall supersede all of the terms of the Arrangement except as specifically provided herein. The parties hereby agree that the provisions of paragraphs 4 and 5 of the Employment Agreement, as hereinafter amended (the "Surviving Paragraphs"), shall continue in full force and effect after the Retirement Date. The Surviving Paragraphs are hereby incorporated in this Agreement by reference.


(b) With respect to paragraph 5 of the Employment Agreement, the Executive and Richfood agree that the definition of the "Restriction Period" as set forth in paragraph 5.1 of the Employment Agreement is hereby redefined to include and be limited to the twelve (12) month period following the Retirement Date.


(i) The Executive acknowledges that the restrictions
contained in paragraph 5 of the Employment Agreement, as amended herein,
are reasonable and that Richfood has a legitimate ...