Vice Chairman Incentive Award Plan - Exhibit
    10.2


    



    EXHIBIT
    10.2


    	WEIS MARKETS, INC.
	VICE CHAIRMAN
                INCENTIVE AWARD PLAN
	Effective July 1,
                2011
	 	 	 	 	 	 
	     1.     Purposes.
	 	 	 	 	 	 
	        The
                purposes of the Weis Markets, Inc. Vice Chairman
                Incentive Award Plan are to provide a strong
                financial incentive each year for performance of
                the Company's Vice Chairman ("VC") by making a
                significant percentage of the VC's total cash
                compensation dependent upon the level of corporate
                performance attained for the year, and to encourage
                the VC to remain in the employ of the Company
                through the period described in this Plan until the
                awards hereunder vest under the Plan.
	 	 	 	 	 	 
	     2.     Definitions
                in Last Section.
	 	 	 	 	 	 
	        Unless
                defined where the term first appears in the Plan,
                capitalized terms shall have the meanings given in
                Section 6.
	 	 	 	 	 	 
	     3.     VC
                Incentive Award.
	 	 	 	 	 	 
	 	(a)	Establishment of
                Incentive Award. Pursuant to this Plan, the
                Participant shall be entitled to an Incentive Award
                for each Plan Year, consisting of two
                parts:
	 	 	 	 	 	 
	 	 	(i)	Retention Award.
                The Participant shall be entitled to receive a
                retention award equal to the Base Salary (as
                defined in the then current employment agreement
                between the Company and the VC (the "Employment
                Agreement")) paid to the Participant for such Plan
                Year; provided, however, that for
                2011 (and only 2011), the amount of the
                Participant's retention award shall be $334,750;
                and
	 	 	 	 	 	 
	 	 	(ii)	Profit Performance
                Award. The Participant shall be entitled to
                receive a profit performance award (the "Profit
                Performance Award") equal to the Base Salary paid
                to the Participant for such Plan Year if, and only
                if, the Net Income of the Company increases by 5%
                or more from the Net Income of the immediately
                preceding Plan Year (the "Performance Target");
                provided, however, that for 2011 (and
                only 2011) the amount of the Participant's Profit
                Performance Award shall be $334,750.
	 	 	 	 	 	 
	 	 	Although the right to
                receive awards under this Plan are measured and
                determined on an annual basis as described in
                subsections (i) and (ii) above, except as set
                forth in Section 3(g), no award shall be
                payable or paid to the VC until after December
                31, 2016, subject to the terms set forth in
                Section 3(e), and failure to meet the
                requirements of Section 3(e) shall result in
                the forfeiture of such awards.
	 	 	 	 	 	 
	 	(b)	Determination and
                Certification of Incentive Award Amount. Within
                three months following the end of the Plan Year,
                the Committee shall determine in accordance with
                the terms of the Plan and shall certify in writing
                whether the Performance Target was achieved. For
                this purpose, approved minutes of the meeting of
                the Committee at which the certification is made
                shall be sufficient to satisfy the requirement of a
                written certification. The amount of any Incentive
                Award, as so certified by the Committee, shall be
                communicated in writing to the
                Participant.
	 	 	 	 	 	 
	 	(c)	Definition of
                Accounting Terms. In considering the
                Performance Target for any Plan Year, the Committee
                may define accounting terms so as to specify in an
                objectively determinable manner the effect of
                changes in accounting principles, extraordinary
                items, discontinued operations, mergers or other
                business combinations, acquisitions or dispositions
                of assets and the like, including in connection
                with the definition of "Net Income." Unless
                otherwise so determined by the Committee,
                accounting terms used by the Committee in
                determining Performance Target shall be defined,
                and the results based thereon shall be measured, in
                accordance with generally accepted accounting
                principles as applied by the Company in preparing
                its consolidated financial statements and related
                financial disclosures for the Plan Year, as
                included in its reports filed with the Securities
                and Exchange Commission.
	 	 	 	 	 	 
	 	(d)	Maximum Incentive
                Award. For any Plan Year of the Company, the
                maximum amount of the Incentive Award payable to a
                Participant shall be limited to $1,339,000;
                provided, however, that for 2011 (and
                only 2011) the maximum amount of the Incentive
                Award to a Participant shall be limited to
                $669,500.
	 	 	 	 	 	 
	 	(e)	Employment
                Requirement for Incentive Award Payment and
                Exception Thereto.
	 	 	 	 	 	 
	 	 	(i)	Payment of an Incentive
                Award to a Participant for a Plan Year shall be
                made only if, and to the extent that, the foregoing
                requirements of this Section 3 have been met with
                respect to the Plan Year.
	 	 	 	 	 	 
	 	 	(ii)	Unless otherwise
                determined by the Committee, and except as provided
                in Section 3(g), payment of an Incentive Award to a
                Participant shall be made only if the Participant
                is employed by the Company as its Vice Chairman,
                Chairman or other position determined by the
                Company's Board of Directors for the entire term of
                this Plan (from July 1, 2011 through December 31,
                2016).
	 	 	 	 	 	 
	 	(f)	Time of Payment.
                Except as provided in Section 3(g) hereof, and
                subject to any deferral election made by the
                Participant under any deferral plan of the Company
                then in effect, any Incentive Award to which a
                Participant becomes entitled under this Section 3
                shall be paid in a lump sum cash payment within 2
                1⁄2 months after December 31, 2016, subject to
                determination and certification by the Committee of
                each Profit Performance Award for each Plan Year as
                set forth in Section 3(b), provided,
                however, in the event an amount is
                conditioned upon a separation from service and not
                compensation the Participant could receive without
                separating from service, then payment shall be made
                to a Participant who is a "specified employee"
                under Section 409A of the Code on the first day
                following the six-month anniversary of the
                Participant's separation from service.
	 	 	 	 	 	 
	 	(g)	Termination Without
                Cause; Death. Notwithstanding
                Section 3(e), if the Participant's employment
                is subject to a Without Cause Termination (as
                defined in the Employment Agreement), the Company
                shall pay the Participant as follows:
	 	 	 	 	 	 
	 	 	 	 	If the Without Cause
                Termination occurs	 
	 	 	 	 	on or between the
                following dates:	Amount to be
                Paid
	 	 	 	 	 	 
	 	 	 	 	January 1, 2011 to
                December 31, 2011	$1,000,000
	 	 	 	 	 	 
	 	 	 	 	January 1, 2012 to
                December 31, 2012	$1,500,000
	 	 	 	 	 	 
	 	 	 	 	January 1, 2013 to
                December 31, 2013	$2,000,000
	 	 	 	 	 	 
	 	 	 	 	January 1, 2014 to
                December 31, 2014	$2,500,000
	 	 	 	 	 	 
	 	 	 	 	January 1, 2015 to
                December 31, 2015	$3,000,000
	 	 	 	 	 	 
	 	 	 	 	January 1, 2016 to
                December 31, 2016	$3,500,000
	 	 	 	 	 	 
	 	 	Any such amount shall
                be paid in a lump sum cash payment within 2
                1⁄2 months after the end of the calendar year
                in which such Without Cause Termination occurs;
                provided, however, in the event an
                amount is conditioned upon a separation from
                service and not compensation the Participant could
                receive without separating from service, then
                payment shall be made to a Participant who is a
                "specified employee" under Section 409A of the Code
                on the first day following the six-month
                anniversary of the Participant's separation from
                service.
	 	 	 	 	 	 
	 	 	Notwithstanding Section
                3(e), upon the death of the Participant, the
                Company shall pay $1,000,000 to the spouse of the
                Participant should she survive him or otherwise to
                the estate of the Participant. Such payment shall
                be made within sixty (60) days of the date of death
                of the Participant.
	 	 	 	 	 	 
	 	 	For the avoidance of
                doubt, in the case of any other termination of
                employment of Participant prior to December 31,
                2016, including for disability, retirement,
                resignation by Participant or Termination for Cause
                (as defined in the Employment Agreement),
                Participant shall not be entitled to received
                payment of any amounts hereunder.
	 	 	 	 	 	 
	     4.     Administration.
	 	 	 	 	 	 
	             The
                Plan shall be administered by the Committee. The
                Committee shall have the authority in its sole
                discretion, subject to and not inconsistent with
                the express provisions of the Plan, to administer
                the Plan and to exercise all the powers and
                authorities either specifically granted to it under
                the Plan or necessary or advisable in the
                administration of the Plan, including, without
                limitation, to construe and interpret the Plan; to
                prescribe, amend and rescind rules and regulations
                relating to the Plan; and to make all other
                determinations deemed necessary or advisable for
                the administration of the Plan.
	 	 	 	 	 	 
	             All
                determinations of the Committee shall be made by a
                majority of its members either present in person or
                participating by conference telephone at a meeting
                or by unanimous written consent. The Committee may
                delegate to one or more of its members or to one or
                more agents such administrative duties as it may
                deem advisable, and the Committee or any person to
                whom it has delegated duties as aforesaid may
                employ one or more persons to render advice with
                respect to any responsibility the Committee or such
                person may have under the Plan. All decisions,
                determinations and interpretations of the Committee
                shall be final and binding on all persons,
                including the Company, any Participant (or any
                person claiming any rights under the Plan from or
                through any Participant) and any
                shareholder.
	 	 	 	 	 	 
	             No
                member of the Committee shall be liable for any
                action taken or determination made in good faith
                with respect to the Plan or any Incentive Award
                hereunder.
	 	 	 	 	 	 
	     5.     General
                Provisions.
	 	 	 	 	 	 
	 	(a)	No Right to
                Continued Employment. Nothing in the Plan or in
                any Incentive Award hereunder shall confer upon any
                Participant the right to continue in the employ of
                the Company either as Vice Chairman or in any other
                capacity or to be entitled to any remuneration or
                benefits not set forth in the Plan or to interfere
                with or limit in any way the right of the Company
                to terminate such Participant's
                employment.
	 	 	 	 	 	 
	 	(b)	Cancellation and
                Recoupment of Awards. Incentive Awards may be
                cancelled without payment and/or a demand for
                repayment of any Incentive Awards may be made upon
                a Participant pursuant to the provisions set forth
                below.
	 	 	 	 	 	 
	 	 	If the Committee
                determines that the Participant has been
                incompetent or negligent in the performance of his
                or her duties or has engaged in fraud or willful
                misconduct, in each case in a manner that has
                caused or otherwise contributed to the need for a
                material restatement of the Company's financial
                results, the Committee will review all
                performance-based compensation awarded to or earned
                by the Participant on the basis of performance
                during fiscal periods affected by the restatement.
                If, in the Committee's view, the performance-based
                compensation would have been lower if it had been
                based on the restated results, the Committee and
                the Company will, to the extent permitted by
                applicable law, seek recoupment from the
                Participant of any portion of such
                performance-based compensation as it deems
                appropriate after a review of all relevant facts
                and circumstances. Generally, this review would
                include consideration of:
	 	 	 	 	 	 
	 	 	 	
	

            

	the Committee's view of
                what performance-based compensation would have been
                awarded to or earned by the Participant had the
                financial statements been properly
                reported;
	 	 	 	
	

            

	the nature of the
                events that led to the restatement;
	 	 	 	
	

            

	the conduct of the
                Participant in connection with the events that led
                to the restatement;
	 	 	 	
	

            

	whether the assertion
                of a claim against the Participant could prejudice
                the Company's overall interests and whether other
                penalties or punishments are being imposed on the
                Participant, including by third parties such as
                regulators or other authorities; and
	 	 	 	
	

            

	any other facts and
                circumstances that the Committee deems
                relevant.
	 	 	 	 	 	 
	 	(c)	Withholding
                Taxes. The Company shall deduct from all
                payments under the Plan any taxes required to be
                withheld by federal, state or local
                governments.
	 	 	 	 	 	 
	 	(d)	Amendment of the
                Plan. The Committee may make such amendments as
                it deems necessary to comply with the Code or other
                applicable laws, rules and regulations.
	 	 	 	 	 	 
	 	(e)	Participant
                Rights. No Participant in the Plan for a
                particular Plan Year shall have any claim to be
                granted any target Incentive Award under the Plan
                for any subsequent Plan Year, and there is no
                obligation for uniformity of treatment of
                Participants.
	 	 	 	 	 	 
	 	(f)	Unfunded Status of
                Incentive Awards. The Plan is intended to
                constitute an "unfunded" plan for incentive
                compensation. With respect to any payments which at
                any time are not yet made to a Participant with
                respect to an Incentive Award, nothing contained in
                the Plan or any related document shall give any
                such Participant any rights that are greater than
                those of a general creditor of the
                Company.
	 	 	 	 	 	 
	 	(g)	Governing Law.
                The Plan and the rights of all persons claiming
                hereunder shall be construed and determined in
                accordance with the laws of the Commonwealth of
                Pennsylvania without giving effect to the choice of
                law principles thereof, except to the extent that
                such law is preempted by federal law.
	 	 	 	 	 	 
	 	(h)	Effective Date and
                Term. The effective date of the Plan shall be
                July 1, 2011. The Plan shall continue in effect
                until the Plan Year ending December 31, 2016,
                subject to the continued employment of the
                Participant.
	 	 	 	 	 	 
	     6.     Definitions.
	 	 	 	 	 	 
	 	The following terms, as
                used herein, shall have the following
                meanings:
	 	 	 	 	 	 
	 	(a)	"Board" shall mean the
                Board of Directors of the Company.
	 	 	 	 	 	 
	 	(b)	"Code" shall mean the
                Internal Revenue Code of 1986, as amended, and any
                successor statute of similar import, and
                regulations thereunder, in each case as in effect
                from time to time. References to sections of the
                Code shall be construed also to refer to any
                successor sections.
	 	 	 	 	 	 
	 	(c)	"Committee" shall mean
                the Compensation Committee or any other committee
                or subcommittee designated by the Board to
                administer the Plan.
	 	 	 	 	 	 
	 	(d)	"Company" shall mean
                Weis Markets, Inc., a corporation organized under
                the laws of the Commonwealth of Pennsylvania, or
                any successor corporation.
	 	 	 	 	 	 
	 	(e)	"Employment Agreement"
                shall have the meaning given to such term in
                Section 3(a)(i).
	 	 	 	 	 	 
	 	(f)	"Incentive Award" shall
                mean any Incentive Award to which a Participant
                becomes entitled pursuant to the Plan under
                Section 3(a)(i) or Section 3(a)(ii), as
                the case may be, in the aggregate; the
                establishment of an Incentive Award with respect to
                a Participant pursuant to Section 3(a) hereof does
                not, by itself, entitle the Participant to payment
                of any Incentive Award hereunder; an Incentive
                Award must be earned and become payable pursuant to
                other provisions hereof.
	 	 	 	 	 	 
	 	(g)	"Net Income" shall mean
                the "net income" as set forth in the Company
                consolidated statements of income; provided,
                however, that in comparing the Net Income
                for a particular Plan Year (the "Current Year") to
                the Net Income for the prior Plan Year (the "Prior
                Year"), such comparison shall be done on a "same
                store profit comparison," meaning that in
                calculating Net Income for a Current Year, only the
                results of stores in such Current Year that also
                were in operation as of December 31 in the Prior
                Year shall be included.
	 	 	 	 
	 	(h)	"Participant" shall
                mean an individual serving as Vice Chairman of the
                Company for whom an Incentive Award is established
                by the Committee with respect to the relevant Plan
                Year.
	 	 	 	 
	 	(i)	"Performance Target"
                shall have the meaning given to such term in
                Section 3(a)(ii).
	 	 	 	 	 	 
	 	(j)	"Plan" shall mean this
                Weis Markets, Inc. Vice Chairman Incentive Award
                Plan, as amended from time to time.
	 
	 	(k)	"Plan Year" shall mean
                the Company's fiscal year (which is, on the
                effective date of this Plan, the calendar year).
                For the avoidance of doubt, for the purpose of
                determining if the Plan Target is met for 2011,
                "Plan Year" shall mean the entire 2011 fiscal
                year.
	 	 	 
	 	(l)	"Profit Performance Award"
                  shall have the meaning
                  given to such term in
                  Section 3(a)(ii).
	 	 	 	 
	 	(m)	"Vice Chairman" or "VC"
                shall mean the Vice Chairman of the
                Company.
	 	 	 	 	 	 
	The undersigned acknowledges
                  that he has reviewed and agrees to the terms of
                  this Vice Chairman Incentive Award
                  Plan.
	 	 	 	 	 
	/s/
                Jonathan H.
                  Weis	 
	Jonathan H. Weis