Exhibit 10.41


 


June 5, 2008


 


Charles R. Newsom


1362 Brenner Park Drive


Venice, FL 34292


 


Re:          Addendum to Offer of
Employment letter dated January 31, 2006


 


Dear Chuck:


 


This letter will confirm the change to the severance provisions found
in second sentence of the sixth paragraph of your Offer of Employment Letter from
Jim Rizzo dated January 31, 2006.


 


The second sentence of the sixth paragraph of your Offer of Employment
Letter is hereby replaced in its entirety by the following two paragraphs:


 


“In the event your employment with Duane Reade Inc. (the “Company”)
is terminated other than for “cause” between April 1, 2008 and April 1,
2011, you will be entitled to receive severance payments for a period of 24
months following the effective date of such termination.  The total amount of your severance payments in
such event will be equal to two (2) times your annual base salary at the
rate in effect at the time of termination, payable in equal bi-weekly
installments over a period of twenty-four (24) months immediately following
your termination of employment in accordance with the Company’s usual payroll
practices.


 


In the event your employment with the Company is terminated after April 1,
2011, you will be entitled to receive severance payments for a period of 12
months following the effective date of such termination.  The total amount of your severance payments in
such event will be equal to one (1) times your annual base salary at the
rate in effect at the time of termination, payable in equal bi-weekly installments
over a period of twelve (12) months immediately following your termination of
employment in accordance with the Company’s usual payroll practices.”


 


It is the intention of you and the Company that any severance paid to
you under your Offer of Employment Letter (as amended hereby) is not to be construed
as “deferred compensation” (as defined under Section 409A of the Internal
Revenue Code of 1986, as 


 

















 


amended (“Section 409A”))
and that the restrictions and possible delays in payment that could be imposed
under 409A should not apply.  However,
notwithstanding the foregoing, if counsel to the Company reasonably concludes
that it is reasonably necessary to avoid additional or accelerated taxation
pursuant to Section 409A in respect of one or more payments to which you
are entitled pursuant to the Offer of Employment Letter (as amended hereby),
then you shall not receive any such payments until the first regular payroll
date which occurs at least six (6) months following the date of your
termination, at which time you shall receive a single lump sum payment for all
amounts that would have been payable in respect of the period preceding such
date but for the delay imposed on account of Section 409A, and the
remainder of such payments shall thereafter be paid in equal bi-monthly
installments for the remainder of the two-year or one-year payment period, as
applicable.  In furtherance of the intent
of this paragraph, each payment or installment shall be treated as a separate
payment pursuant to Treasury Regulations Section 1.409A-2(b)(2)(iii) in
order to maximize the application of payments during the “short term deferral
period” under Section 409A.


 


Your Offer of Employment Letter (as amended hereby) and this Addendum
shall be governed by and construed in accordance with the internal laws of the
State of New York applicable to contracts made and performed wholly within the
State of New York, without giving effect to the conflict of laws provisions
thereof.


 


Except as expressly modified hereby, the provisions of your Offer of
Employment Letter are and shall remain in full force and effect.


 


Sincerely,


 




	
  /s/ JOHN LEDERER

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  John Lederer

  	
   

  	
   

  
	
  Chairman and Chief Executive Officer

  	
   

  	
   

  
	
  Duane Reade