Chief Executive Officer Incentive Award Plan - Exhibit
    10.2


    



    EXHIBIT
    10.2


    	WEIS MARKETS, INC.
	CHIEF EXECUTIVE
                OFFICER INCENTIVE AWARD PLAN
	Effective July 1,
                2011
	 	 	 	 	 	 	 
	AMENDED AND
                RESTATED
	Effective as of
                January 1, 2014
	 	 	 	 	 	 	 
	     1.     Purposes;
                Transition; Committee.
	 	 	 	 	 	 	 
	 	(a)	The purposes of the
                Weis Markets, Inc. Chief Executive Officer
                Incentive Award Plan are to provide a strong
                financial incentive each year for performance of
                the Company's Chief Executive Officer ("CEO" or
                "Participant") by making a significant percentage
                of the CEO's total cash compensation dependent upon
                the level of corporate performance attained for the
                year, and to encourage the CEO to remain in the
                employ of the Company through the period described
                in this Plan until the awards hereunder vest under
                the Plan.
	 	 	 	 	 	 	 
	 	(b)	Prior to the amendment
                and restatement of this Plan effective January 1,
                2014, this Plan for Jonathan H. Weis was the "Vice
                Chairman Incentive Award Plan." Any awards earned
                by Mr. Weis through December 31, 2013 under the
                Plan are being paid in 2014.
	 	 	 	 	 	 	 
	 	(c)	The Plan shall be
                administered by the Compensation Committee of the
                Board (the "Committee"), as set forth in Section
                4.
	 	 	 	 	 	 	 
	     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.     CEO
                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 CEO (the "Employment
                Agreement")) in effect for the Participant under
                the Employment Agreement at the end of a Plan Year
                (which Base Salary, for the avoidance of doubt, may
                change from year to year), multiplied by 1.375;
                and
	 	 	 	 	 	 	 
	 	 	(ii)	Performance
                Award. The Participant shall be entitled to
                receive a performance award (the "Performance
                Award") equal to the Base Salary in effect for the
                Participant under the Employment Agreement at the
                end of a Plan Year, contingent upon the achievement
                of specified performance requirements (each, a
                "Performance Target," and together, the
                "Performance Targets"), as follows:
	 	 	 	 	 	 	 
	 	 	 	A.	The following
                definitions shall apply to the Performance
                Awards:
	 	 	 	 	 	 	 
	 	 	 	 	1)	"Budgeted Capital Lease
                Equivalent for Operating Leases" shall mean the
                budgeted annual rent expense for the Company for a
                Plan Year, multiplied by 20.
	 	 	 	 	 	 	 
	 	 	 	 	2)	"Capital Lease
                Equivalent for Operating Leases" shall mean the
                actual annual rent expense for the Company for a
                Plan Year, multiplied by 20.
	 	 	 	 	 	 	 
	 	 	 	 	3)	"EBITDAR" shall mean
                earnings (net income) of the Company, plus
                interest, taxes, depreciation, amortization and
                rent expense, all as determined by the
                Committee.
	 	 	 	 	 	 	 
	 	 	 	 	4)	"MROIC" shall mean
                "modified return on invested capital" and shall be
                calculated by reference to the Company's audited
                financial statements, computing the EBITDAR and
                dividing it by the sum of (x) Total Assets at
                the end of the Plan Year plus (y) Capital
                Lease Equivalent for Operating Leases.
	 	 	 	 	 	 	 
	 	 	 	 	5)	"MROIC Ratio" shall
                have the meaning given to such term in Section
                3(a)(ii)(C).
	 	 	 	 	 	 	 
	 	 	 	 	6)	"MROIC Target" shall
                mean the target modified return on invested
                capital, as determined by the Committee by using
                the budgeted EBITDAR for a Plan Year and dividing
                it by the sum of (x) Total Assets at the
                beginning of such Plan Year plus (y) Budgeted
                Capital Lease Equivalent for Operating Leases for
                such Plan Year plus (z) the budgeted capital
                expenditures for such Plan Year, which shall be
                determined for Plan Years by the
                Committee.
	 	 	 	 	 	 	 
	 	 	 	 	7)	"Net Sales" shall mean
                the "net sales" of the Company, as set forth in the
                audited financial statements of the
                Company.
	 	 	 	 	 	 	 
	 	 	 	 	8)	"Net Sales Ratio" shall
                have the meaning set forth in
                Section 3(a)(ii)(B).
	 	 	 	 	 	 	 
	 	 	 	 	9)	"Net Sales Target"
                shall mean the target dollar amount for annual Net
                Sales determined by the Committee, which shall be
                determined for Plan Years by the
                Committee.
	 	 	 	 	 	 	 
	 	 	 	 	10)	"Total Assets" shall
                mean the sum of the current and long-term assets of
                the Company, as set forth in the audited financial
                statements of the Company.
	 	 	 	 	 	 	 
	 	 	 	B.	One-half of the
                Performance Award is based on the Company's Net
                Sales in comparison to the Net Sales Target for a
                Plan Year. The calculated portion of the
                Performance Award based on the Company's Net Sales
                shall be determined by multiplying (i) the
                performance level of actual Net Sales achieved in
                comparison to the Net Sales Target (referred to
                herein as the "Net Sales Ratio") by (ii) .6875
                x Base Salary. The Net Sales Ratio shall have a
                "Threshold" which must be met in order to qualify
                for such Performance Award, a "Target" which shall
                be the Net Sales Target, and a "Maximum" Net Sales
                Ratio upon which a Performance Award may be made.
                The Threshold is 97% of the Net Sales Target and
                the Maximum is 103% of the Net Sales Target, with
                0% performance achieved at Threshold, 100%
                performance achieved at Target and 150% performance
                achieved at Maximum, and with interpolation used to
                determine the performance achieved between the
                Threshold, Target and Maximum levels. The
                interpolated percentages shall be rounded to the
                nearest whole basis point (1/100th of a percent),
                rounding up in the case of 5 or more and rounding
                down in the case of 4 or less.
	 	 	 	 	 	 	 
	 	 	 	C.	One-half of the
                Performance Award is based on the Company's MROIC
                in comparison to the MROIC Target for a Plan Year.
                The calculated portion of the Performance Award
                based on the Company's MROIC shall be determined by
                multiplying (i) the performance level of actual
                MROIC achieved in comparison to the MROIC Target
                (referred to herein as the "MROIC Ratio") by (ii)
                .6875 x Base Salary. The MROIC Ratio shall have a
                "Threshold" which must be met in order to qualify
                for such Performance Award, a "Target" which shall
                be the MROIC Target, and a "Maximum" MROIC Ratio
                upon which a Performance Award may be made. The
                Threshold is 98% of the MROIC Target and the
                Maximum is 105% of the MROIC Target, with 0%
                performance achievement at Threshold, 100%
                performance achieved at Target and 150% performance
                achieved at Maximum, and with interpolation used to
                determine the performance achieved between the
                Threshold, Target and Maximum levels. The
                interpolated percentages shall be rounded to the
                nearest whole basis point (1/100th of a percent),
                rounding up in the case of 5 or more and rounding
                down in the case of 4 or less.
	 	 	 	 	 	 	 
	 	 	The Committee retains
                the right to adjust the Target and related
                Threshold and Maximum levels at any time in their
                sole discretion. 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(f), no award shall be
                payable or paid to the CEO until after December
                31, 2016, subject to the terms set forth in
                Section 3(d), and failure to meet the
                requirements of Section 3(d) shall result in
                the forfeiture of such awards.
	 	 	 	 	 	 	 
	 	(b)	Determination and
                Certification of Incentive Award Amount. Within
                21⁄2 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 a 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 a 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 definitions set forth in Section 3(a)(ii)(A).
                Unless otherwise so determined by the Committee,
                accounting terms used by the Committee in
                determining a 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)	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
                and following 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(f), 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, CEO, President or other position
                determined by the Company's Board of Directors for
                the entire term of this Plan (from January 1, 2014
                through December 31, 2016).
	 	 	 	 	 	 	 
	 	(e)	Time of Payment.
                Except as provided in Section 3(f) 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 Performance Award for each Plan Year as set
                forth in Section 3(b), provided,
                however, in the event an amount is deferred
                compensation and 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.
	 	 	 	 	 	 	 
	 	(f)	Termination Without
                Cause; Death. Notwithstanding
                Section 3(d), 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, 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 deferred compensation and 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(d), upon the death of the Participant during
                employment, 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 receive
                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 CEO 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 amended and
                restated Plan shall be January 1, 2014. 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)	"Chief Executive
                Officer" or "CEO" shall mean the Chief Executive
                Officer of the Company.
	 	 	 	 	 	 	 
	 	(c)	"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.
	 	 	 	 	 	 	 
	 	(d)	"Committee" shall mean
                the Compensation Committee or any other committee
                or subcommittee designated by the Board to
                administer the Plan.
	 	 	 	 	 	 	 
	 	(e)	"Company" shall mean
                Weis Markets, Inc., a corporation organized under
                the laws of the Commonwealth of Pennsylvania, or
                any successor corporation.
	 	 	 	 	 	 	 
	 	(f)	"Employment Agreement"
                shall have the meaning given to such term in
                Section 3(a)(i).
	 	 	 	 	 	 	 
	 	(g)	"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.
	 	 	 	 	 	 	 
	 	(h)	"Participant" shall
                mean an individual serving as CEO of the Company
                for whom an Incentive Award is established by the
                Committee with respect to the relevant Plan
                Year.
	 	 	 	 
	 	(i)	"Performance Award"
                  shall have the meaning
                  given to such term in
                  Section 3(a)(ii).
	 	 	 	 	 	 	 
	 	(j)	"Performance Target"
                and "Performance Targets" shall have the meanings
                given to such terms in
                Section 3(a)(ii).
	 	 	 	 	 	 	 
	 	(k)	"Plan" shall mean this
                Weis Markets, Inc. Chief Executive Officer
                Incentive Award Plan, as amended from time to
                time.
	 
	 	(l)	"Plan Year" shall mean
                the Company's fiscal year (which is, on the
                effective date of this Plan, the calendar year with
                a year-end date as determined pursuant to the
                Company's audited financial
                statements).
	 	 	 
	 	 	 	 	 	 	 
	The undersigned acknowledges
                  that he has reviewed and agrees to the terms of
                  this Chief Executive
                  Officer Award Plan.
	 	 	 	 	 	 
	/s/ Jonathan H.
                  Weis	 
	Jonathan H. Weis