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Empl. Continuity Agreement- Company & R. Bruno

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Sectors: Retail
Governing Law: Alabama, View Alabama State Laws
Effective Date: July 22, 1994
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This Agreement made as of this 22 day of July, 1994, by and between BRUNO'S, INC., an Alabama corporation with its principal place of business in Birmingham, Alabama (the "Company") and RONALD G. BRUNO ("Employee"), of Birmingham, Alabama.

WHEREAS, Employee is employed by the Company as a Director, as its Chairman and Chief Executive Officer; and

WHEREAS, Employee's creativity, ability to work with people, experience, knowledge and business skills are extremely valuable to the Company and its stockholders; and

WHEREAS, in the current business climate an attempted acquisition of the Company is always a possibility; and

WHEREAS, the Company desires to assure itself of the continued employment of Employee and the benefit of his independent judgment in the operation of the Company in the event that any such attempted acquisition were made, in light of the disruption resulting from any such attempt; and

WHEREAS, the parties desire to enter into this Agreement as set forth herein;

NOW, THEREFORE, in consideration of the mutual promises and undertakings herein contained and for other good and valuable consideration, the receipt and adequacy of which is acknowledged by each of the parties, Employee and the Company agree as follows:

1. Term of the Agreement. This Agreement shall continue so long as the Employee continues to be employed by the Company. Notwithstanding the foregoing to the contrary, this Agreement shall terminate upon Employee's reaching his sixty-eighth (68th) birthday or at the earlier date of voluntary retirement by Employee, except as to rights accrued and obligations arising prior to such date.

2. "Change in Control Event." Each of the following events shall constitute a "Change in Control Event" for purposes of this Agreement:

(a) Any person (other than an existing member of the Board of Directors
of the Company) acquires beneficial ownership of Company securities and is
or thereby becomes a beneficial owner of securities entitling such person to
exercise fifty percent (50%) or more of the combined voting power of the
Company's then outstanding stock.

2 For purposes of this Agreement, "beneficial ownership" shall be determined in accordance with Regulation 13D under the Securities Exchange Act of 1934, or any similar successor regulation or rule; and the term "person" shall include any natural person, corporation, partnership, trust or association, or any group or combination thereof, whose ownership of Company securities would be required to be reported under such Regulation 13D, or any similar successor regulation or rule.

(b) Within any twenty-four (24) month period, individuals who were
Directors at the beginning of such period, together with any other Directors
first elected as directors of the Company pursuant to nominations approved
or ratified by at least two-thirds (2/3) of the Directors in office
immediately prior to such respective elections, cease to constitute a
majority of the Board of Directors of the Company.

(c) The Company's stockholders approve:

(i) any consolidation or merger of the Company in which the Company
is not the continuing or surviving corporation or pursuant to which
shares of Company common stock would be converted into cash,
securities or other property, other than a merger or consolidation of
the Company in which the holders of the Company's common stock
immediately prior to the merger or consolidation have substantially
the same proportionate ownership and voting control of the surviving
corporation immediately after the merger or consolidation; or

(ii) any sale, lease, exchange, liquidation or other transfer (in one
transaction or a series of transactions) of all or substantially all
of the assets of the Company.

Notwithstanding subparagraphs (i) and (ii) above, the term "Change in Control Event" shall not include a consolidation, merger, or other reorganization if upon consummation of such transaction all of the outstanding voting stock of the Company is owned, directly or indirectly, by a holding company, and the holders of the Company's common stock immediately prior to the transaction have substantially the same proportionate ownership and voting control of the holding company.

3. Rights Upon Termination of Employment. If, within twelve (12) months after the occurrence of a Change in Control Event, the Company terminates Employee's employment for any reason other than Good Cause as defined in Paragraph 4, or if Employee voluntarily terminates employment for Good Reason as defined in Paragraph 5, the Company shall provide Employee with the following:

(a) Within thirty (30) days of such termination, a lump sum cash
payment in an amount equal to the sum of:

2 3
(i) three hundred percent (300%) of Employee's annual base salary in
effect upon the date of the Change in Control Event, and

(ii) three hundred percent (300%) of last bonus earned by Employee
pursuant to the Company's Bonus Compensation Program, whether paid in
cash or other consideration, immediately preceding Change in Control

(b) The continuation of Employee's participation and the participation of
his dependents (to the extent they were participating prior to his
termination of employment) in the Company's health, life, disability and
other employee benefit plans, programs and arrangements (excluding the
Bruno's, Inc. Employees' Profit Sharing Plan) for a period of thirty-six
(36) months after such termination as if he were still employed during such
period; provided, however, if such participa
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