the Company that such amounts are due
and (ii) paid in cash or by such other method determined by Company in its sole
discretion.
7.
NO RIGHT TO CONTINUED EMPLOYMENT.
NOTHING IN THIS AGREEMENT
SHALL CONFER UPON YOU ANY RIGHT TO CONTINUE IN THE EMPLOY OF THE COMPANY
INTERFERE WITH OR RESTRICT IN ANY WAY THE RIGHT OF THE COMPANY OR, WHICH ARE
HEREBY EXPRESSLY RESERVED, TO REMOVE, TERMINATE OR DISCHARGE YOU AT ANY TIME FOR
ANY REASON WHATSOEVER.
8.
WITHHOLDING TAXES.
THE COMPANY MAY WITHHOLD FROM ANY AMOUNTS
PAYABLE UNDER THE AGREEMENT SUCH FEDERAL, STATE AND LOCAL TAXES AS MAY BE
REQUIRED TO BE WITHHELD PURSUANT TO ANY APPLICABLE LAW OR REGULATION.
9.
GOVERNING LAW.
THE INTERPRETATION, CONSTRUCTION AND PERFORMANCE
OF THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED AND ENFORCED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF NEW YORK WITHOUT REGARD TO THE PRINCIPLE OF
CONFLICTS OF LAWS.
10.
ENTIRE AGREEMENT; AMENDMENTS.
THE AGREEMENT STATES THE ENTIRE
AGREEMENT AND UNDERSTANDING OF THE PARTIES ON THE SUBJECT MATTER OF THE
AGREEMENT AND SUPERSEDES ALL PREVIOUS AGREEMENTS, ARRANGEMENTS, COMMUNICATIONS,
AND UNDERSTANDINGS RELATING TO THAT SUBJECT MATTER.
THE AGREEMENT MAY BE
AMENDED, MODIFIED, SUPERSEDED, OR CANCELED, AND ANY OF THE TERMS THEREOF MAY BE
WAIVED, ONLY BY A WRITTEN DOCUMENT SIGNED BY EACH PARTY TO THE AGREEMENT OR, IN
THE CASE OF WAIVER, BY THE PARTY OR PARTIES WAIVING COMPLIANCE.
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11.
COUNTERPARTS.
THE AGREEMENT MAY BE SIGNED IN COUNTERPARTS, EACH
OF WHICH SHALL BE AN ORIGINAL, WITH THE SAME EFFECT AS IF THE SIGNATURES THERETO
AND HERETO WERE UPON THE SAME INSTRUMENT.
The Penn Traffic Company
By:
Name:
Title:
AGREED TO AND ACCEPTED BY:
Dated:
, 2008
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Exhibit A
Share Value
Transaction Bonus Payment
$10.00
$
$14.99
$
$15.00
$
$19.99
$
$20.00
$
Transaction Bonus amounts for Share Values between $10.00 and $14.99 and $15.00
and $19.99 shall be determined by straight line interpolation.
No Transaction
Bonus will be paid for Share Values below $10.00.
For the purposes of this Agreement, "Share Value" means the per share
consideration paid in a Sale for each share of Common Stock.
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