APPROPRIATE FOR THE PROPER ADMINISTRATION OF THIS
AGREEMENT; AND (X) MAKE ANY OTHER DETERMINATION AND TAKE ANY OTHER ACTION THAT
THE COMMITTEE DEEMS NECESSARY OR DESIRABLE FOR THE ADMINISTRATION OF THIS
AGREEMENT.
(B)
UNLESS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, ALL
DESIGNATIONS, DETERMINATIONS, INTERPRETATIONS, AND OTHER DECISIONS UNDER OR WITH
RESPECT TO THIS AGREEMENT OR ANY TRANSACTION BONUS OR ANY DOCUMENTS EVIDENCING
ANY AND ALL TRANSACTION BONUSES SHALL BE WITHIN THE SOLE DISCRETION OF THE
COMMITTEE, MAY BE MADE AT ANY TIME GRANTED PURSUANT TO THIS AGREEMENT AND SHALL
BE FINAL, CONCLUSIVE, AND BINDING UPON ALL PARTIES, INCLUDING, WITHOUT
LIMITATION, THE COMPANY, AN AFFILIATE, YOU, YOUR BENEFICIARY, AND ANY
SHAREHOLDER.
(C)
NO MEMBER OF THE COMMITTEE SHALL BE LIABLE FOR ANY ACTION OR
DETERMINATION MADE IN GOOD FAITH WITH RESPECT TO THIS AGREEMENT OR ANY
TRANSACTION BONUS HEREUNDER.
5.
RESTRICTIVE COVENANTS.
(A)
NON-COMPETITION; NON-SOLICITATION. AT ALL TIMES DURING YOUR
EMPLOYMENT BY THE COMPANY AND DURING THE PERIOD OF ONE YEAR COMMENCING ON AND
FOLLOWING THE DATE AS OF WHICH YOUR EMPLOYMENT WITH THE COMPANY TERMINATES FOR
ANY REASON, YOU AGREE THAT YOU WILL NOT, DIRECTLY OR INDIRECTLY, WITHOUT THE
PRIOR WRITTEN CONSENT OF THE COMMITTEE, BE EMPLOYED BY, OR ACT AS A CONSULTANT
OR LENDER TO OR IN ASSOCIATION WITH, OR AS A DIRECTOR, OFFICER, EMPLOYEE,
PARTNER, OWNER, JOINT VENTURER, MEMBER OR OTHERWISE, OF ANY PERSON, FIRM,
CORPORATION, PARTNERSHIP, LIMITED LIABILITY COMPANY, ASSOCIATION OR OTHER ENTITY
THAT ENGAGES IN THE RETAIL SUPERMARKET BUSINESS OR THE BUSINESS OF WHOLESALE
FOOD DISTRIBUTION IN NEW YORK, NEW HAMPSHIRE, PENNSYLVANIA, OR VERMONT (OTHER
THAN BY BENEFICIAL OWNERSHIP OF UP TO 5% OF THE OUTSTANDING VOTING STOCK
3
OF A PUBLICLY-TRADED COMPANY THAT IS OR OWNS SUCH A COMPETITOR).
YOU FURTHER
AGREE THAT AT ALL TIMES DURING YOUR EMPLOYMENT AND FOR ONE YEAR FOLLOWING THE
DATE AS OF WHICH YOUR EMPLOYMENT WITH THE COMPANY
TERMINATES FOR ANY REASON,
YOU WILL NOT DIRECTLY OR INDIRECTLY (I) SOLICIT OR HIRE OR ENCOURAGE THE
SOLICITATION OR HIRING OF ANY PERSON WHO WAS AN EMPLOYEE OF THE COMPANY AT ANY
TIME ON OR AFTER THE DATE OF SUCH TERMINATION (UNLESS MORE THAN 12 MONTHS SHALL
HAVE ELAPSED BETWEEN THE LAST DAY OF SUCH PERSON'S EMPLOYMENT BY THE COMPANY AND
THE FIRST DATE OF SUCH SOLICITATION OR HIRING) OR (II) INDUCE OR ATTEMPT TO
INDUCE ANY EMPLOYEE OF THE COMPANY TO LEAVE THE EMPLOY OF THE COMPANY OR IN ANY
WAY INTERFERE WITH THE RELATIONSHIP BETWEEN THE COMPANY AND ANY EMPLOYEE
THEREOF.
(B)
NON-DISCLOSURE OF CONFIDENTIAL INFORMATION.
YOU RECOGNIZE THAT
THE SERVICES YOU PERFORM FOR THE COMPANY ARE SPECIAL, UNIQUE AND EXTRAORDINARY
IN THAT YOU MAY ACQUIRE CONFIDENTIAL INFORMATION, TRADE SECRETS OR OTHER
COMPETITIVE INFORMATION CONCERNING THE OPERATIONS OF THE COMPANY, THE USE OR
DISCLOSURE OF WHICH COULD CAUSE THE COMPANY SUBSTANTIAL LOSS AND DAMAGES WHICH
COULD NOT BE READILY CALCULATED, AND FOR WHICH NO REMEDY AT LAW WOULD BE
ADEQUATE.
ACCORDINGLY, YOU AGREE THAT YOU WILL NOT AT ANY TIME DURING YOUR
EMPLOYMENT WITH THE COMPANY OR THEREAFTER,