First Amendment to Employment Agreement



 Exhibit 10.4 
  
 FIRST AMENDMENT TO EMPLOYMENT AGREEMENT 
  
 This First Amendment to Employment Agreement is made and entered into as of August 2, 2004, by and between PriceSmart, Inc., a Delaware
Corporation (“Employer”) and Jose Luis Laparte (“Executive”). 
  
 Recitals 
  
 A) On June 3, 2004 an
Employment Agreement was made and entered into by and between Employer and Executive. 
  
 B) Employer and Executive now desire to amend the Employment Agreement, as set forth hereinbelow: 
  
 Agreement 
  

	1.	Section 2.2 of the Agreement which provides: 

  
 2.2 Bonus. Executive shall be entitled to receive a bonus in the amount of $100,000 if, but only if, Employer’s actual results for
Employer’s Fiscal Year ending August 31, 2005 (“FY’05”) equal or exceed the planned results for FY’05 as reflected in Employer’s Annual Plan for FY’05 (to be established by the Employer’s Board of Directors in
or about July, 2004). In the event Employer’s actual results for FY ‘05 do not equal or exceed said planned results for FY ‘05 then Executive’s bonus (if any) shall be determined in accordance with the following schedule:

  

				
	 Actual Results

	  	Bonus


	 97% to 99.99% of Planned Results
	  	$	75,000
	 95% to 96.99% of Planned Results
	  	$	50,000
	 90% to 94.99% of Planned Results
	  	$	25,000
	 Less than 90% of Planned Results
	  	 	No Bonus

  
 The term
“results” as used herein refers to Operating Income, but excluding the effect on Operating Income due to earnings or losses relating to real estate owned or leased by Employer upon which PriceSmart warehouse clubs (and adjacent facilities)
formerly operated. 
  
 is hereby amended, effective August 2, 2004, to provide as
follows: 
  
 2.2 Bonus. Executive shall be entitled to
receive a bonus in the amount of $100,000 if, but only if, Employer’s actual results for Employer’s Fiscal Year ending August 31, 2005 (“FY’05”) equal or exceed the planned results for FY’05 as reflected in
Employer’s Annual Plan for FY’05 (to be established by the Employer’s Board of Directors in or about July, 2004). In the event Employer’s actual results for FY’05 do not equal or exceed said planned results for FY’05
then Executive’s bonus (if any) shall be determined in accordance with the following schedule: 
  

				
	 Actual Results

	  	Bonus


	 97% to 99.99% of Planned Results
	  	$	75,000
	 95% to 96.99% of Planned Results
	  	$	50,000
	 90% to 94.99% of Planned Results
	  	$	25,000
	 Less than 90% of Planned Results
	  	 	No Bonus








 The term “results” as used herein refers to Operating Income, but excluding the effect on
Operating Income due to earnings or losses relating to: (i) real estate owned or leased by Employer upon which PriceSmart warehouse clubs (and adjacent facilities) formerly operated; and (ii) severance and compensation expense attributable to the
termination of Employer’s employees, where such termination was effected on or before August 31, 2004. 
  

	2.	All other terms of the Employment Agreement shall remain unaltered and fully effective. 

  
 Executed in San Diego, California, as of the date first written above. 
  

					
	 EXECUTIVE
	 	 	 	 EMPLOYER

		
	 	 	 PRICESMART, INC.

			
	 Jose Luis Laparte
	 	 By:
	 	 /s/ Robert M. Gans


	 /s/ Jose Luis Laparte

	 	 Name:
	 	 Robert M. Gans

	 	 	Its:	 	Executive Vice President