Exhibit 10.14


 


Tops Markets, LLC

c/o Morgan Stanley Capital Partners V Funding LP

1585 Broadway, Floor 39 

New York, New York 10036


 


May 1,
2010


 


Mr. Jack
Barrett


[Address]


 


Dear
Jack:


 


This letter confirms the terms of your employment at
Tops Markets, LLC (the “Company”).


 


General


 


During the term of your employment with the Company, you
will serve as the Senior Vice President of Human Resources and will report to
the Company’s Chief Executive Officer. You will, subject to the direction and
supervision of the Chief Executive Officer and the Board of Directors of the
Company (the “Board”) and the Company’s policies in effect from time to
time, have supervision and control over, and responsibility for, such management
and operational functions of the Company as are normally assigned to a person
in such position or as may reasonably change from time to time and shall have
such other powers and duties as may from time to time be prescribed by the
Chief Executive Officer and the Chairman of the Board, on behalf of the Board,
consistent with the duties and authorities normally afforded to a Senior Vice
President of Human Resources of a company of the general size and type of the
Company.


 


This
agreement is effective as of May 2, 2010 (the “Effective Date”),
provided that, on or prior to such date, you have executed and delivered to the
Company a counterpart signature page to this letter agreement.


 


For
so long as you are employed by the Company, excluding any periods of vacation
and sick leave to which you are entitled, you will devote your full business
time and efforts, to the best of your ability, experience and talent, to the
business and affairs of the Company.  You
shall not be a member of the board of directors or other comparable governing
body of any other entity or be employed by or act as a consultant to, or
otherwise directly or indirectly engage in any other business activity on
behalf of, any other entity, in each case, without the prior written consent of
the Company.


 

















 


Compensation


 


Beginning
on the Effective Date and for so long as you shall be employed by the Company,
you shall receive an annual base salary of $216,300 (the “Annual Base Salary”).  The Annual Base Salary shall be paid in
accordance with the customary payroll practices of the Company, subject to
customary withholding and other payroll taxes. 
For so long as you are employed by the Company, you may be eligible to
receive an annual bonus (the “Annual Bonus”) in the discretion of the
Board in an amount equal to 60 % of your Annual Base Salary (or such greater or
lesser percentage of your Annual Base Salary as determined in good faith by the
Board based on quantitative and qualitative factors (including the Company’s
performance relative to its budget for the applicable year) that the Board
deems appropriate).  Any Annual Bonus
shall be payable if you were employed by the Company on December 31 of the
applicable year, and shall be pro rated for the current calendar year.


 


Benefits


 


For
so long as you are employed by the Company, you will be entitled to participate
in all incentive, savings and retirement plans, practices, policies and
programs applicable generally to senior executives of the Company and you will
be eligible for participation in and will receive all benefits under welfare benefit
plans, practices, policies and programs provided by the Company to the extent
applicable generally to senior executives of the Company.


 


You
will be entitled to receive reimbursement for all reasonable and documented
out-of-pocket expenses incurred by you in connection with the performance of
your duties hereunder, in accordance with the policies, practices and
procedures of the Company as in effect from time to time.


 


For
so long as you are employed by the Company, you will be entitled to holidays
and three weeks paid vacation in accordance with the policies of the Company
applicable to other senior executives of the Company generally.


 


Your
employment with the Company will be “at-will,” and you understand that either
the Company or you may terminate your employment, at any time, with or without
Cause, with no prior notice.   No course
of action typically followed by the Company, oral statement by any agent of the
Company or statement in any benefits or policy manual or similar document
describing the Company’s policies or procedures shall eliminate or limit the
Company’s right to terminate your employment at any time, with or without
Cause, unless such statement is in writing, is signed by an officer of the
Company, and explicitly states that it is the intention to change your at-will
employment into an employment for a term of years.


 


Termination


 


If
your employment is terminated without Cause (as defined below) (other than by
reason of your death or Disability (as defined in the then-existing disability
insurance plan covering you), and other than by reason of your resignation),
then the Company will provide you with the following severance payments and/or
benefits:


 


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(i)            (A) on the date on which you would have received the
next installment of your Annual Base Salary following the date on which such
termination is effective (the “Termination Date”) had you then been
employed by the Company, the Company shall pay to you a lump sum in the amount
of your accrued but unpaid Annual Base Salary through the Termination Date, and
(B) within 45 days of the Termination Date, the Company shall pay to you a
lump sum in the amount of any unpaid reimbursable expenses and any unpaid
amounts to which you are entitled pursuant to any of the Company’s or its
affiliates’ benefit plans or programs in which you participated while you were
employed by the Company (in the manner and in accordance with the terms of such
plans and program, in each case through the Termination Date) (“Accrued
Obligations”);


 


(ii)           the Company shall continue to pay you your Annual Base
Salary in accordance with customary payroll practices (and subject to customary
withholding and payroll taxes) until the first anniversary of the Termination
Date (the “Severance Period”); and


 


(iii)          at the expense of the Company, you and members of your
family shall be entitled to continue your participation in all welfare and
benefit plans of the Company or its affiliates in which you were participating
immediately prior to the Termination Date (as such benefits are from time to
time in effect at the Company or its affiliates), until the earlier of (A) the
expiration of the Severance Period and (B) the date that you are eligible
to receive coverage and benefits from a new employer; provided,
however, that if you are precluded from continuing your
participation in any such welfare or benefit plan, then the Company shall pay
you the economic equivalent of the benefits provided under such plan for the
period specified above, it being understood that the economic equivalent of a
benefit foregone shall be deemed to be the cost in the State of New York that
would reasonably be incurred by you in obtaining such benefit yourself on an
individual basis.


 


If your employment is terminated by the Company with
Cause or by you for any reason, then the Company shall have no further payment
obligations to you other than (i) for payment of the Accrued Obligations,
and (ii) as otherwise required under the Consolidated Omnibus Budget
Reconciliation Act of 1985.


 


If your employment is terminated due to your death
or Disability, then the Company shall have no further payment obligations to
you (or your legal representative, as applicable) other than for: (i) payment
of the Accrued Obligations; (ii) continuance of benefits under the Company’s
or its affiliates’ disability, life, welfare and benefit plans to the
Termination Date; and (iii) as otherwise required under the Consolidated
Omnibus Budget Reconciliation Act of 1985.


 


As
used in herein, the term “Cause” means (i) the willful failure by
you to perform such duties as are reasonably requested by the Board or the
Company’s Chief Executive Officer, as determined in good faith by the Board,
and such failure shall have continued for a period of ten (10) days after
the Company gives written notice to you specifying such failure, (ii) the
failure by you to observe material Company policies generally applicable to
employees of the Company, (iii) gross negligence or willful misconduct by
you in the performance of your duties, as determined in good faith by the
Board, (iv) the commission by you of any act of fraud (including, without
limitation, any material misrepresentation made by you to the Company or 


 


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any
of its predecessors or affiliates, including, without limitation, Morgan
Stanley, and their respective agents, in connection with such party’s
evaluation of you as a prospective employee), theft or financial dishonesty
with respect to the Company or any of its affiliates, (v) your indictment,
conviction of, or pleading no contest or nolo contendere to, any felony or a
lesser crime involving dishonesty or moral turpitude, (vi) breach of any
material provision of this letter, (vii) your failure to obtain or retain
any permits, licenses or approvals which may be required by any state or local
authorities in order to permit you to continue employment in the ordinary
course, (viii) any act or omission that is materially injurious
(financially or otherwise) to the Company or its reputation, (ix) chronic
absenteeism or (x) alcohol or other substance abuse by you.  The Board shall determine whether Cause for
termination exists.


 


Termination Obligations


 


Following
the Termination Date, you shall, to the extent reasonably requested by the
Company, and except as may be required by applicable law, cooperate in good
faith with and assist the Company or any of its affiliates in the pursuit or
defense of any claim, administrative charge or cause of action by or against
the Company or any of its affiliates as to which you, by virtue of your
employment with the Company, have relevant knowledge or information, including
by acting as the Company’s representative in any such proceeding.


 


The
Company’s obligations to make any payments hereunder in respect of any
termination of your employment, other than payment of the Accrued Obligations,
will be conditioned upon your execution and delivery of a customary general
release in form and substance satisfactory to the Company.


 


Notwithstanding
anything to the contrary contained herein, upon termination of your employment
for any reason, you shall be deemed to have given the Company notice of your
resignation from any and all positions as officer of the Company and its
affiliates and as member of the board of directors or other similar governing
body of the Company and its affiliates, to the extent applicable.


 


Upon
termination of your employment hereunder, you shall return any and all of the
Company’s and its affiliates’ property (including, without limitation, all
computers, keys, credit cards, identification tags, documents and other
proprietary materials) and other materials.


 


Miscellaneous


 


Morgan Stanley shall be a third party beneficiary to
the agreements made in this letter agreement and shall have the right to
enforce such agreements directly against you. 
Except as set forth in the preceding sentence, nothing herein is
intended to, nor shall it, confer, expressly or by implication, upon any person
or entity any right or remedy under or by reason of this letter agreement,
whether as a purported third party beneficiary or otherwise.


 


This letter agreement and the rights and obligations
of the parties hereunder shall be governed by and construed in accordance with
the laws of the State of New York without giving effect to its conflict of laws
principles.


 


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In the event of a breach by you of the provisions of
this letter agreement, the Company is hereby authorized at any time and from
time to time, to the fullest extent permitted by law, and after ten (10) days
prior written notice to you, to set-off and apply any and all amounts at any
time held by the Company on your behalf and all indebtedness at any time owing
by the Company to you against any and all of your obligations now or hereafter
existing.


 


Jack,
we are delighted to have you on the Tops team. 
Frank and I are confident that you will continue to help us make Tops an
outstanding business in upstate New York.


 


[Signature Page Follows]


 


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Please
acknowledge your agreement by your signature and return a signed copy to me.


 


	
   

  	
  Sincerely,

  
	
   

  	
   

  
	
   

  	
  TOPS MARKETS, LLC

  
	
   

  	
   

  
	
   

  	
  By:

  	
  /s/ Frank Curci

  
	
   

  	
   

  	
  Name:  Frank Curci

  
	
   

  	
   

  	
  Title:  President & Chief
  Executive Officer

  



 


	
  AGREED AND ACKNOWLEDGED

  
	
  This 2nd day of May, 2010

  
	
   

  
	
  /s/ Jack Barrett

  	
   

  
	
  Jack Barrett