Employment Agreement - David J. Hepfinger Exhibit
    10.1


    



    EXHIBIT
    10.1


    	EMPLOYMENT
                AGREEMENT
	 	 	 	 	 	 
	     THIS AGREEMENT,
                effective March 1, 2013 by and between WEIS
                MARKETS, INC., a Pennsylvania corporation (the
                "Company"), and David J. Hepfinger (the
                "Executive").
	 	 	 	 	 	 
	WITNESSETH
                THAT:
	 	 	 	 	 	 
	     WHEREAS, the
                Executive has served as President and Chief
                Executive Officer of the Company pursuant to an
                Employment Agreement dated March 1, 2010 between
                the parties hereto (the "Prior Agreement"), and the
                Executive desires to be employed to serve in such
                capacity or capacities as Board of Directors of the
                Company (the "Board"), the Chairman of the Board
                (the "Chairman") or the Vice Chairman of the Board
                (the "Vice Chairman") may from time to time
                determine, on the terms and conditions herein set
                forth;
	 	 	 	 	 	 
	     NOW, THEREFORE,
                in consideration of the mutual covenants herein
                contained, the parties hereto, each intending to be
                legally bound hereby, agree as follows:
	 	 	 	 	 	 
	     1.     
            Employment; Prior Agreement. The Company agrees to
            employ the Executive, and the Executive agrees to be
            employed by the Company, for the Term provided in
            Section 3(a) below and upon the other terms and
            conditions hereinafter provided. The Executive hereby
            represents and warrants that he has the legal capacity
            to execute and perform this Agreement, that it is a
            valid and binding agreement, enforceable against him
            according to its terms, and that its execution and
            performance by him do not violate the terms of any
            existing agreement or understanding to which the
            Executive is a party. This Agreement replaces the Prior
            Agreement in its entirety.
	 	 	 	 	 	 
	     2.     
            Position and Responsibilities. During the Term, the
            Executive agrees to serve as President and Chief
            Executive Officer of the Company or in such other
            executive capacity or capacities for the Company and/or
            any of its subsidiaries or affiliated companies as the
            Board, the Chairman or the Vice Chairman may from time
            to time determine. The Executive also agrees to serve,
            if elected and without additional compensation, as a
            member of the Board and/or as an officer and director
            of any other parent, subsidiary or affiliate of the
            Company.
	 	 	 	 	 	 
	     3.     
            Term and Duties.
	 	 	 	 	 	 
	 	(a)	Term of
                Agreement. The term of the Executive's
                employment under this Agreement shall commence on
                March 1, 2013 and shall continue thereafter through
                February 28, 2018 (the "Term").
	 	 	 	 	 	 
	 	(b)	Duties. During
                the Term, and except for illness or incapacity and
                reasonable vacation periods of not less than four
                weeks in any calendar year (or such greater periods
                as shall be consistent with the Company's policies
                for other key executives), the Executive shall
                devote all of his business time, attention, skill
                and efforts exclusively to the business and affairs
                of the Company and its subsidiaries and affiliates,
                shall not be engaged in any other business activity
                (including as set forth in the next succeeding
                paragraph), and shall perform and discharge well
                and faithfully the duties which may be assigned to
                him from time to time by the Board, the Chairman or
                the Vice Chairman; provided, however, that
                nothing in this Agreement shall preclude the
                Executive from devoting time during reasonable
                periods required for:
	 	 	 	 	 	 
	 	 	(i)	Delivering lectures and
                fulfilling speaking engagements;
	 	 	 	 	 	 
	 	 	(ii)	Engaging in charitable
                and community activities; and
	 	 	 	 	 	 
	 	 	(iii)	Investing his personal
                assets in businesses in which his participation is
                solely that of an investor in such form or manner
                as will not violate Section 7 below or require any
                services on the part of the Executive in the
                operation or the affairs of such business,
                provided, however, that such activities do
                not materially affect or interfere with the
                performance of the Executive's duties and
                obligations to the Company.
	 	 	 	 	 	 
	 	 	Without limiting the
                generality of the foregoing, the Executive shall
                not serve on a Board of Directors or in a similar
                role, unless such service is approved in writing by
                the Chairman or the Vice Chairman of the Company;
                provided, however, that the Executive
                shall be permitted to continue his service on the
                Board of the Food Marketing Institute.
	 	 	 	 	 	 
	     4.     
            Compensation. For all services rendered by the
            Executive in any capacity required hereunder during the
            Term, including, without limitation, services as an
            executive officer, director, or member of any committee
            of the Company or any subsidiary, affiliate or division
            thereof, the Executive shall be compensated as set
            forth below:
	 	 	 	 	 	 
	 	(a)	Base Salary. The
                Executive shall be paid a fixed salary ("Base
                Salary") of $836,000 per annum as of the effective
                date of this Agreement. The Base Salary amount is
                subject to periodic review and adjustment by the
                Board or its Executive Compensation Committee but
                shall not be less than $836,000 per annum during
                the Term of this Agreement. Base Salary shall be
                payable in accordance with the customary payroll
                practices of the Company, but in no event less
                frequently than monthly.
	 	 	 	 	 	 
	 	(b)	Bonus. The
                Executive shall be eligible to participate in such
                annual or long-term bonus or incentive plans
                maintained by the Company for its senior
                executives, as determined from time to time by the
                Board or its Executive Compensation Committee. The
                basis for the Executive's participation shall be
                the same as for other similarly situated
                executives, and it is understood that awards under
                any such plan may be discretionary.
	 	 	 	 	 	 
	 	(c)	CEO Supplemental
                Cash Incentive. The Executive may earn a
                supplemental cash incentive under the Company's CEO
                Incentive Award Plan (the "Plan") effective January
                1, 2010, as amended from time to time by the Board.
                The supplemental cash incentive is contingent upon
                the Executive's continued employment with the
                Company for the period set forth in the
                Plan.
	 	 	 	 	 	 
	 	(d)	Equity-Based
                Compensation. The Executive shall be eligible
                to participate in, and to be granted stock options,
                stock appreciation rights or other equity-based
                awards under any stock option, stock ownership,
                stock incentive or other equity-based compensations
                plans maintained by the Company for its senior
                executives, as determined from time to time by the
                Board or its Executive Compensation Committee. The
                basis for the Executive's participation shall be
                the same as for other similarly situated
                executives, and it is understood that awards under
                any such plan may be discretionary.
	 	 	 	 	 	 
	 	(e)	Additional
                Benefits. Except as modified by this Agreement,
                as determined from time to time by the Board or its
                Executive Compensation Committee, the Executive
                shall be entitled to participate in all
                compensation or employee benefit plans or programs,
                and to receive all benefits, perquisites and
                emoluments, for which any member of senior
                management at the Company is eligible under any
                plan or program now or hereafter established and
                maintained by the Company for senior officers, to
                the extent permissible under the general terms and
                provisions of such plans or programs and in
                accordance with the provisions thereof, including
                group hospitalization, health, dental care, senior
                executive life or other life insurance, travel or
                accident insurance, disability plans, tax-qualified
                or non-qualified pension, savings, thrift and
                profit-sharing plans, sick-leave plans, and
                executive contingent compensation plans, including,
                without limitation, capital accumulation programs
                and stock purchase plans. Notwithstanding the
                foregoing, the Executive acknowledges and agrees
                that the severance payments provided in certain
                circumstances under this Agreement are in lieu of
                any rights which the Executive might otherwise have
                under any and all other displacement, separation or
                severance plans or programs of the Company, and the
                Executive hereby waives all rights to participate
                in any of such plans or programs in the event of
                the termination of his employment during the
                Term.
	 	 	 	 	 	 
	 	(f)	Life Insurance.
                The Company shall provide a term life insurance
                policy to the Executive insuring the life of the
                Executive with a death benefit of $1,000,000. The
                Executive shall be required to provide any
                reasonable information or testing as may be
                necessary to obtain such policy.
	 	 	 	 	 	 
	 	(g)	Recoupment Policy
                (Clawback). Incentive based awards under this
                Agreement (including under Sections 4(b), (c), and
                (d)) may be cancelled without payment and/or a
                demand for repayment of any incentive based awards
                may be made upon Executive pursuant to the
                provisions set forth below. If the Board or a
                committee of the Board determines that the
                Executive 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 Board will review
                all performance-based compensation awarded to or
                earned by the Executive on the basis of performance
                during fiscal periods affected by the restatement.
                If, in the Board's view, the performance-based
                compensation would have been lower if it had been
                based on the restated results, the Board and the
                Company will, to the extent permitted by applicable
                law, seek recoupment from the Executive 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 Board's view of
                what performance-based compensation would have been
                awarded to or earned by the Executive had the
                financial statements been properly
                reported;
	 	 	
	;
            

	the nature of the
                events that led to the restatement;
	 	 	
	
            

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

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

	any other facts and
                circumstances that the Executive deems
                relevant.
	 	 	 	 	 	 
	     5.     
            Business Expenses. The Company shall pay or
            reimburse the Executive for all reasonable travel and
            other expenses incurred by the Executive (and his
            spouse where there is a legitimate business reason for
            his spouse to accompany him) in connection with the
            performance of his duties and obligations under this
            Agreement, subject to the Executive's presentation of
            appropriate vouchers in accordance with such policies
            and procedures as the Company from time to time
            establish for senior officers.
	 	 	 	 	 	 
	     6.     
            Effect of Termination of Employment; Effect of
            Disability.
	 	 	 	 	 	 
	 	(a)	Without Cause
                Termination or Termination of the Executive for
                Good Reason. Subject to the provisions of
                Section 7 below, in the event the Executive's
                employment hereunder terminates due to either a
                Without Cause Termination (as defined in Section
                6(e)(iii) or a termination by the Executive for
                Good Reason (as defined in Section
                6(e)(ii)):
	 	 	 	 	 	 
	 	 	(i)	Earned but unpaid Base
                Salary as of the Date of Termination (as defined in
                Section 13(b)) and any earned but unpaid bonuses
                for prior years under Section 4(b) (but not
                under Section 4(c)) (collectively, the
                "Accrued Obligations"), shall be payable in full,
                and the Company shall, as liquidated damages or
                severance pay, or both:
	 	 	 	 	 	 
	 	 	 	(A)	Continue to pay the
                Executive's Base Salary, as in effect at the Date
                of Termination, from the Date of Termination until
                the end of the Term, at the same time Base Salary
                would otherwise be payable hereunder,
                and
	 	 	 	 	 	 
	 	 	 	(B)	Pay to the Executive
                for the year of termination and for each subsequent
                calendar year or portion thereof during the
                remainder of the Term, an amount (prorated in the
                case of any partial year) equal to the highest
                annual incentive bonus under Section 4(b) (but
                not under Section 4(c)) received by the
                Executive for any year in the two years preceding
                the Date of Termination, such payments to be made
                at the normal times for payment of bonuses under
                the Company's annual incentive bonus plan (as
                described in Section 4(b)) as in effect at the
                Date of Termination (the "Bonus Plan").
	 	 	 	 	 	 
	 	 	With respect to the
                payments provided for in this Section 6(a)(i), the
                Executive shall be entitled, to the extent
                permitted by law as determined by the Company in
                good faith, to participate in any compensation
                deferral plans or arrangements then provided by the
                Company to senior executives on the same basis as
                if he had remained an employee through the end of
                the Term.
	 	 	 	 	 	 
	 	(b)	Disability. In
                the event of the Executive's Disability, the
                Company may, by giving a Notice of Disability as
                provided in Section 13(c), remove the Executive
                from active employment and in that event shall
                provide the Executive with the same payments and
                benefits as those provided in Section 6(a), except
                that:
	 	 	 	 	 	 
	 	 	(i)	Base Salary payments
                under Section 6(a)(i)(A) shall be at the rate 50%
                of the Executive's Base Salary as in effect at the
                Date of Disability;
	 	 	 	 	 	 
	 	 	(ii)	In lieu of the bonus
                payments provided in Section 6(a)(i)(B), the
                Executive shall receive, at the same time as bonus
                payments for the year of Disability would otherwise
                be made under the Bonus Plan, a prorated bonus for
                the year of Disability only equal to the amount
                determined by the Company in good faith (which
                determination shall be final and conclusive) to be
                the amount of the bonus award the Executive would
                have received if he had been employed throughout
                the bonus year, prorated on a daily basis as of the
                Date of Disability; and
	 	 	 	 	 	 
	 	 	(iii)	Except for Accrued
                Obligations, Base Salary payments shall be offset
                by any amounts otherwise payable to the Executive
                under the Company's disability program generally
                available to other employees.
	 	 	 	 	 	 
	 	(c)	Death. In the
                event the Executive's employment hereunder
                terminates due to death:
	 	 	 	 	 	 
	 	 	(i)	Accrued Obligations as
                of the date of death shall be payable in
                full;
	 	 	 	 	 	 
	 	 	(ii)	From the date of the
                Executive's death until the end of the Term, the
                Company shall, at the same times Base Salary would
                otherwise be payable hereunder, make payments at
                the rate of 50% of the Executive's Base Salary in
                effect at the date of death to (A) the Executive's
                spouse at the date of his death, should she survive
                him and (B) following the death of the Executive's
                spouse or should she not survive him, to the
                Executive's estate.
	 	 	 	 	 	 
	 	(d)	Other Termination of
                Employment. In the event the Executive's
                employment hereunder terminates due to a
                Termination for Cause or the Executive terminates
                employment with the Company other than for Good
                Reason, Disability, retirement under established
                retirement policies of the Company, or death,
                Accrued Obligations and vested benefits as of the
                Date of Termination shall be payable in full. No
                other payments shall be made, or benefits provided,
                by the Company except for benefits which have
                already become vested under the terms of employee
                benefit programs maintained by the Company or its
                affiliates for its employees generally as provided
                in Section 10. The foregoing is not intended to
                limit the remedies available to the Company under
                this Agreement.
	 	 	 	 	 	 
	 	(e)	Definitions. For
                purposes of this Agreement, the following terms,
                when capitalized, shall have the following meanings
                unless the context otherwise requires:
	 	 	 	 	 	 
	 	 	(i)	"Termination for Cause"
                means, to the maximum extent permitted by
                applicable law, a termination of the Executive's
                employment by the Company by a vote of the majority
                of the Board members then in office, because the
                Executive (a) has been convicted of, or has entered
                a plea of nolo contendere to, a criminal
                offense involving moral turpitude, or (b) has
                willfully continued to fail to substantially
                perform his duties with the Company (other than any
                such failure resulting from the Executive's
                incapacity due to physical or mental illness or any
                such failure subsequent to the Executive being
                delivered a Notice of Termination without Cause by
                the Company or delivering a Notice of Termination
                for Good Reason to the Company) after a written
                demand for substantial performance is delivered to
                the Executive by the Board which specifically
                identifies the manner in which the Board believes
                that the Executive has not substantially performed
                his duties or (c) has committed an improper action
                resulting in personal enrichment at the expense of
                the Company or (d) has engaged in illegal or gross
                misconduct that is materially and demonstrably
                injurious to the Company, or (e) has violated the
                representations made in Section 1 above, or the
                provisions of Section 7 below; provided,
                however that the Board has given the Executive
                advance notice of such Termination for Cause
                including the reasons therefor, together with a
                reasonable opportunity for the Executive to appear
                with counsel before the Board and to reply to such
                notice.
	 	 	 	 	 	 
	 	 	(ii)	a "Termination by the
                Executive for 'Good Reason'" shall mean a
                termination of his employment by the Executive by a
                Notice of Termination given at any time due
                to:
	 	 	 	 	 	 
	 	 	 	(A)	any reduction without
                the consent of the Executive in the Executive's
                salary below the amount then provided for under
                Section 4(a) hereof; or
	 	 	 	 	 	 
	 	 	 	(B)	failure of the Company
                or its successor to fulfill its obligations under
                this Agreement in any material respect.
	 	 	 	 	 	 
	 	 	 	An isolated,
                insubstantial and inadvertent action taken in good
                faith and which is remedied by the Company within
                10 days after receipt of notice thereof given by
                the Executive shall not constitute Good Reason. The
                Executive's right to terminate employment for Good
                Reason shall not be affected by the Executive's
                incapacities due to mental or physical illness and
                the Executive's continued employment shall not
                constitute consent to, or a waiver of rights with
                respect to, any event or condition constituting
                Good Reason; provided, however, that the Executive
                must provide notice of termination of employment
                within 180 days following the Executive's knowledge
                of an event constituting Good Reason or such event
                shall not constitute Good Reason under this
                Agreement.
	 	 	 	 	 	 
	 	 	(iii)	"Without Cause
                Termination" means a termination of the Executive's
                employment by the Company other than due to
                Disability or expiration of the Term and other than
                a Termination for Cause.
	 	 	 	 	 	 
	 	 	(iv)	"Disability" for
                purposes of this Agreement means the Executive
                shall be disabled so as to be unable to perform for
                180 days in any 365-day period, with or without
                reasonable accommodation, the essential functions
                of his positions wider this Agreement, as
                determined by the Executive or his
                representative.
	 	 	 	 	 	 
	 	 	(v)	The "Date of
                Termination" and "Date of Disability" shall have
                the meanings ascribed to them in Section 13. To the
                fullest extent permitted by applicable law, to the
                extent this Agreement requires the payment of Base
                Salary and/or the provision of coverages and
                benefits subsequent to the Date of Termination or
                Date of Disability, the Executive's Date of
                Termination or Date of Disability, as applicable,
                shall not be treated as a termination of employment
                (a "Benefit Plan Termination Date") from the
                Company for purposes of determining the Executive's
                rights, responsibilities and tax treatment under
                any and all employee pension, welfare and fringe
                benefit plans maintained by the Company. Rather,
                the Benefit Plan Termination Date shall be the day
                following the last day for which any Base Salary
                and/or coverages and benefits are required to be
                provided by this Agreement.
	 	 	 	 	 	 
	     7.     
            Other Duties of the Executive During and After
            Term.
	 	 	 	 	 	 
	 	(a)	Confidential
                Information. The Executive recognizes and
                acknowledges that certain information pertaining to
                the affairs, business, suppliers, or customers of
                the Company or any of its subsidiaries of
                affiliates (any or all of such entities hereinafter
                referred to as the "Business"), as such information
                may exist from time to time, is confidential
                information and is a unique and valuable asset of
                the Business, access to and knowledge of which are
                essential to the performance of his duties under
                this Agreement. The Executive shall not, through
                the end of the Term or at any time thereafter,
                except to the extent reasonably necessary in the
                performance of his duties under this Agreement,
                divulge to any person, firm, association,
                corporation or governmental agency, any information
                concerning the affairs, business, suppliers, or
                customers of the Business (except such information
                as is required by law to be divulged to a
                governmental agency or pursuant to lawful process
                or such information which is or shall become part
                of the public realm through no fault of the
                Executive), or make use of any such information for
                his own purposes or for the benefit of any person,
                firm, association or corporation (except the
                Business) and shall use his reasonable best efforts
                to prevent the disclosure of any such information
                by others. All records and documents relating to
                the Business, whether made by the Executive or
                otherwise coming into his possession are, shall be,
                and shall remain the property of the Business. No
                copies thereof shall be made which are not retained
                by the Business, and the Executive agrees, on any
                termination of his employment, or on demand of the
                Company, to deliver the same to the
                Company.
	 	 	 	 	 	 
	 	(b)	Non-Competition.
                During his employment by the Company, whether
                during or after the Term, and for a period of four
                years following the termination of his employment
                for any reason except for a Without Cause
                Termination or termination by the Executive for
                Good Reason, the Executive shall not, without
                express prior written approval by order of the
                Board, directly or indirectly, engage in, whether
                as an officer, director, employee, consultant,
                agent, partner, joint venture, proprietor or
                otherwise, become interested in (other than as a
                shareholder owning not more than 1% of the
                outstanding shares of any class of securities
                registered under Section 12 of the Securities
                Exchange Act of 1934) or assist any business which
                (i) is in competition with the Company or any of
                its affiliates in the retail grocery business or
                (A) during his employment, in any other business in
                which the Company or any of its subsidiaries is
                then engaged or proposes to engage or (B) following
                the termination of his employment, in any other
                business which during the 12 months preceding the
                Executive's Date of Termination accounted for more
                than 2% of the Company's consolidated revenues and
                (ii) engages in any such business in any county in
                which the Company then engages in such business or
                any county contiguous thereto.
	 	 	 	 	 	 
	 	(c)	Non-Interference. During his employment
                with the Company and until four years after the
                termination of the Executive's employment, whether
                during or after the Term and notwithstanding the
                cause of termination, the Executive shall not (i)
                hire or employ, directly or indirectly through any
                enterprise with which he is associated, any
                employee of the Company or any of its affiliates or
                (ii) recruit, solicit or induce (or in any way
                assist another person or enterprise in recruiting,
                soliciting or inducing) any such employee or any
                consultant, vendor or supplier of the Company or
                any of its affiliates to terminate or reduce such
                person's employment, consulting or other
                relationship with the Company or any of its
                affiliates.
	 	 	 	 	 	 
	 	(d)	Remedies. The
                Company's obligation to make payments or provide
                for or increase any benefits under this Agreement
                (except to the extent previously vested) shall
                cease upon any violation of the provisions of this
                Section 7: provided, however, that the
                Executive shall first have the right to appear
                before the Board with counsel and that such
                cessation of payments or benefits shall require a
                vote of a majority of the Board members then in
                office. In addition, in the event of a violation by
                the Executive of the provisions of this Section 7,
                the Company shall be entitled, if it shall so
                elect, to institute legal proceedings to obtain
                damages for any such breach, and/or to enforce the
                specific performance by the Executive of this
                Section 7 and to enjoin the Executive from any
                further violation, and may exercise such remedies
                cumulatively or in conjunction with such other
                remedies as may be available to the Company at law
                or in equity. The Executive acknowledges, however,
                that the remedies at law for any breach by him of
                the provisions of this Section 7 would be
                inadequate and agrees that the Company shall be
                entitled to injunctive relief against him in the
                event of any such breach.
	 	 	 	 	 	 
	 	(e)	Survival;
                Authorization to Modify Restrictions. The
                covenants of the Executive contained in this
                Section 7 shall survive any termination of the
                Executive's employment for the periods stated
                herein, whether during or after the Term and,
                except as otherwise provided in this Section 7,
                regardless of the reason for such termination. The
                Executive represents that his experience and
                capabilities are such that the enforcement of the
                provisions of this Section 7 will not prevent him
                from earning his livelihood, and acknowledges that
                it would cause the Company serious and irreparable
                injury and cost if the Executive were to use his
                ability and knowledge in competition with the
                Company or to otherwise breach the obligations
                contained in this Section 7. Accordingly, it is the
                intention of the parties that the provisions of
                this Section 7 shall be enforceable to the fullest
                extent permissible under applicable law, but that
                the unenforceability (or modification to conform to
                such law) of any provision or provisions hereof
                shall not render unenforceable, or impair, the
                remainder thereof. If any provision or provisions
                hereof shall be deemed invalid or unenforceable,
                either in whole or in part, this Agreement shall be
                deemed amended to delete or modify, as necessary,
                the offending provision or provisions and to alter
                the bounds thereof to the extent required in order
                to render it valid and enforceable.
	 	 	 	 	 	 
	     8.     
            Resolution of Disputes. Except as otherwise
            provided in Section 7(d) hereof, any dispute or
            controversy arising under or in connection with this
            Agreement shall be settled exclusively by arbitration
            in Sunbury, Pennsylvania, by three arbitrators in
            accordance with the rules of the American Arbitration
            Association then in effect. Judgment may be entered on
            the arbitrators' award in any court having
            jurisdiction. In the event of any arbitration,
            litigation or other proceeding between the Company and
            the Executive with respect to the subject matter of
            this Agreement and the enforcement of rights hereunder,
            the Company shall reimburse the Executive for his
            reasonable costs and expenses relating to such
            arbitration, litigation or other proceeding, including
            attorneys' fees and expenses, to the extent that such
            arbitration, litigation or other proceeding results in
            any: (i) settlement requiring the Company to make a
            payment, continue to make payments or provide any other
            benefit to the Executive; or (ii) judgment, order or
            award against the Company in favor of the Executive or
            his spouse, legal representative or heirs, unless such
            judgment, order or award is subsequently reversed on
            appeal or in a collateral proceeding. At the request of
            the Executive, costs and expenses (including attorneys'
            fees) incurred in connection with any arbitration,
            litigation or other proceeding referred to in this
            Section shall be paid by the Company in advance of the
            final disposition of the arbitration, litigation or
            other proceeding upon receipt of an undertaking by or
            on behalf of the Executive to repay the amounts
            advanced if it is ultimately determined that he is not
            entitled to reimbursement of such costs and expenses by
            the Company a set forth in this Section.
	 	 	 	 	 	 
	     9.     
            Full Settlement; No Mitigation; Non-Exclusivity of
            Benefits. The Company's obligation to make any
            payment provided for in this Agreement and otherwise to
            perform its obligations hereunder shall be in lieu and
            in full settlement of all other severance payments to
            the Executive under any other severance plan,
            arrangement or agreement of the Company and its
            affiliates, and in full settlement of any and all
            claims or rights of the Executive for severance,
            separation and/or salary continuation payments
            resulting from the termination of his employment. In no
            event shall the Executive be obligated to seek other
            employment or to take other action by way of mitigation
            of the amounts payable to the Executive under any of
            the provisions of this Agreement, and except as
            specifically provided herein, such amounts shall not be
            reduced whether or not the Executive obtains other
            employment. Except as provided above in this Section 9,
            nothing in this Agreement shall prevent or limit the
            Executive's continuing or future participation in any
            plan, program policy or practice provided by the
            Company or any of its affiliates for which the
            Executive may qualify, nor except as otherwise
            specifically provided in this Agreement, shall anything
            herein limit or otherwise affect such rights as the
            Executive may have under any contract or agreement with
            the Company or any of its affiliates, including without
            limitation any stock option agreement. Amounts or
            benefits which are vested benefits or which the
            Executive is otherwise entitled to receive under any
            such plan, program, policy, practice, contract or
            agreement prior to, at or subsequent to any Date of
            Termination or Date of Disability shall be paid or
            provided in accordance with the terms of such plan,
            program policy, practice, contract or agreement except
            as explicitly modified by this Agreement.
	 	 	 	 	 	 
	     10.     
            Employment and Payments by Affiliates. Except as
            herein otherwise specifically provided, references in
            this Agreement to employment by the Company shall
            include employment by affiliates of the Company, and
            the obligation of the Company to make any payment or
            provide any benefit to the Executive hereunder shall be
            deemed satisfied to the extent that such payment is
            made or such benefit is provided by any affiliate of
            the Company.
	 	 	 	 	 	 
	     11.     
            Withholding Taxes. The Company may directly or
            indirectly withhold from any payments made under this
            Agreement all Federal, state, city or other taxes as
            shall be required pursuant to any law or governmental
            regulation or ruling.
	 	 	 	 	 	 
	     12.     
            Consolidation, Merger, or Sale of Assets. Nothing
            in this Agreement shall preclude the Company from
            consolidating or merging into or with, or transferring
            all or substantially all of its assets to, another
            corporation or entity which assumes this Agreement and
            all obligations and undertakings of the Company
            hereunder. Upon such a consolidation, merger or
            transfer of assets and assumption, the term, "Company"
            as used herein shall mean such other corporation or
            entity, and this Agreement shall continue in full force
            and effect.
	 	 	 	 	 	 
	     13.     
            Notices.
	 	 	 	 	 	 
	 	(a)	General. All
                notices, requests, demands and other communications
                required or permitted hereunder shall be given in
                writing and shall be deemed to have been duly given
                when delivered or 5 days after being deposited in
                the United States mail, certified and return
                receipt requested, postage prepaid, addressed as
                follows:
	 	 	 	 	 	 
	 	 	(i)	To the
                Company:
	 	 	 	 	 	 
	 	 	 	Weis Markets,
                Inc.
	 	 	 	1000 S. Second
                Street
	 	 	 	P.O. Box
                471
	 	 	 	Sunbury, PA
                17801
	 	 	 	 	 	 
	 	 	 	Attention: Jonathan H.
                Weis
	 	 	 	 	 	 
	 	 	(ii)	To the
                Executive:
	 	 	 	 	 	 
	 	 	 	David J.
                Hepfinger
	 	 	 	1000 S. Second
                Street
	 	 	 	P.O. Box
                471
	 	 	 	Sunbury, PA
                17801
	 	 	 	 	 	 
	Or to such other
                address as the addressee party shall have
                previously specified in writing to the
                other.
	 	 	 	 	 	 
	 	(b)	Notice of
                Termination. Except in the case of death of the
                Executive, any termination of the Executive's
                employment hereunder, whether by the Executive or
                the Company, shall be effected only by a written
                notice given to the other party in accordance with
                this Section 13 (a "Notice of Termination"). Any
                Notice of Termination shall (i) indicate the
                specific termination provision in Section 6 relied
                upon, (ii) in the case of a termination by the
                Company for Cause or by the Executive for Good
                Reason, set forth in reasonable detail the facts
                and circumstances claimed to provide a basis for
                such termination and (iii) specify the effective
                date of such termination of employment (the "Date
                of Termination"), which shall not be less than 15
                days nor more than 60 days after such notice is
                given. The failure of the Executive or the Company
                to set forth in any Notice of Termination any fact
                or circumstance which contributes to a showing of
                Cause or Good Reason shall not waive any right of
                the Executive or the Company hereunder or preclude
                the Executive or the Company from asserting such
                fact or circumstance in enforcing the Executive's
                or the Company's rights hereunder.
	 	 	 	 	 	 
	 	(c)	Notice of
                Disability. Any finding of Disability by the
                Company shall be affected only by a written notice
                given to the Executive in accordance with this
                Section 13 (a "Notice of Disability"). Any Notice
                of Disability shall (i) set forth in reasonable
                detail the facts and circumstances claimed to
                provide a basis for such finding of Disability and
                (ii) specify an effective date (the "Date of
                Disability''), which shall not be less than 10 days
                after such notice is given. The failure of the
                Company to set forth in any Notice of Disability
                any fact or circumstance which contributes to a
                showing of Disability shall not waive any right of
                the Company hereunder or preclude the Company from
                asserting such fact or circumstance in enforcing
                the Company's rights hereunder.
	 	 	 	 	 	 
	     14.     
            Source of Payments. Subject to Section 10 hereof,
            all payments provided for under this Agreement shall be
            paid in cash from the general funds of the Company. The
            Company shall not be required to establish a special or
            separate fund or other segregation of assets to assure
            such payments, and, if the Company shall make any
            investments to aid it in meeting its obligations
            hereunder, the Executive shall have no right, title or
            interest whatever in or to any such investments except
            as may otherwise be expressly provided in a separate
            written instrument relating to such investments.
            Nothing contained in this Agreement, and no action
            taken pursuant to its provisions, shall create or be
            construed to create a trust of any kind, or a fiduciary
            relationship, between the Company and the Executive or
            any other person. To the extent that any person
            acquires a right to receive payments from the Company,
            hereunder, such right shall be no greater than the
            right of an unsecured creditor.
	 	 	 	 	 	 
	     15.     
            Binding Agreement. This Agreement shall be binding
            upon, and shall inure to the benefit of, the Executive
            and the Company and, as permitted by this Agreement,
            their respective successors, assigns, heirs,
            beneficiaries and representatives.
	 	 	 	 	 	 
	     16.     
            Governing Law. The validity, interpretation,
            performance and enforcement of this Agreement shall be
            governed exclusively by the laws of the Commonwealth of
            Pennsylvania, without regard to principles of conflicts
            of laws thereof.
	 	 	 	 	 	 
	     17.     
            Counterparts; Headings. This Agreement may be
            executed in counterparts, each of which, when executed,
            shall be deemed to be an original and all of which
            together shall be deemed to be one and the same
            instrument. The underlined Section headings contained
            in this Agreement are for convenience of reference only
            and shall not affect the interpretation or construction
            of any provision hereof.
	 	 	 	 	 	 
	IN WITNESS THEREOF, The
                Company has caused this Agreement to be executed by
                its Officer thereunto duly authorized, and the
                Executive has signed this Agreement, all of this
                date first above.
	 	 	 	 	 	 
	 	 	 	 	 	WEIS MARKETS,
                INC.
	 	 	 	 	 	 
	 	 	 	 	 	By: /s/ Robert F.
                Weis
	 	 	 	 	 	            Robert
                F. Weis
	 	 	 	 	 	            Chairman
	 	 	 	 	 	 
	 	 	 	 	 	/s/ David J.
                Hepfinger
	 	 	 	 	 	David J.
                Hepfinger