SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Earliest Event Reported: June 9, 1995
BRUNO'S, INC.
(Exact Name of Registrant as Specified in its Charter)
Alabama
(State or Other Jurisdiction of Incorporation)
0-6544 63-0411801
(Commission File Number) (I.R.S. Employer Identification No.)
800 Lakeshore Parkway
Birmingham, Alabama 35211
(Address of Principal Executive Offices/Zip Code)
(205) 940-9400
(Registrant's Telephone Number)
<PAGE>
Item 5. Other Events.
As previously reported in the Company's Current Report on
Form 8-K, dated April 27, 1995, the Company entered into an
Agreement and Plan of Merger, dated as of April 20, 1995, and
amended as of May 18, 1995, pursuant to which Crimson Acquisition
Corp., a subsidiary of BI Associates, L.P., a partnership
organized by Kohlberg Kravis Roberts & Co., will be merged with
and into the Company, with the Company continuing as the
surviving corporation (the "Merger"). The Employment Continuity
Agreements and 1994 Employment and Deferred Compensation
Agreements of the executive officers of the Company, dated July
22, 1994, and previously filed with the SEC, have been amended by
amendments dated June 9, 1995. The registrant deems these
amendments to be of importance to the security holders, and the
amendments are attached hereto and filed as a part of this
report.
Item 7. Financial Statements and Exhibits.
Exhibits.
10.1 Amendment to 1994 Employment and
Deferred Compensation Agreement dated June 9, 1995, by
and between the Company and Ronald G. Bruno.
10.2 Amendment to 1994 Employment and Deferred
Compensation Agreement dated June 9, 1995, by and between
the Company and Paul F. Garrison.
10.3 Amendment to 1994 Employment and Deferred
Compensation Agreement dated June 9, 1995, by and between
the Company and Glenn J. Griffin.
10.4 Amendment to 1994 Employment and Deferred
Compensation Agreement dated June 9, 1995, by and between
the Company and Kenneth Bruno.
10.5 Amendment to 1994 Employment and Deferred
Compensation Agreement dated June 9, 1995, by and between
the Company and R. Michael Conley.
10.6 Amendment to Employment Continuity Agreement
dated June 9, 1995, by and between the Company and Ronald G.
Bruno.
10.7 Amendment to Employment Continuity Agreement
dated June 9, 1995, by and between the Company and Paul F.
Garrison.
10.8 Amendment to Employment Continuity Agreement
dated June 9, 1995, by and between the Company and Glenn J.
Griffin.
10.9 Amendment to Employment Continuity Agreement
dated June 9, 1995, by and between the Company and Kenneth
Bruno.
10.10 Amendment to Employment Continuity Agreement
dated June 9, 1995, by and between the Company and R.
Michael Conley.
<PAGE>
Signature
Pursuant to the requirements of the Securities Exchange Act
of 1934, the registrant has duly caused this report to be signed
on its behalf by the undersigned thereunto duly authorized.
Date: June 22, 1995
BRUNO'S, INC.
By: /s/ Ronald G. Bruno
-------------------------
Ronald G. Bruno, Chief
Executive Officer and
Chairman of the Board
EXHIBIT 10.1
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO 1994 EMPLOYMENT AND
DEFERRED COMPENSATION AGREEMENT
THIS AMENDMENT, made and entered into on the 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and RONALD G.
BRUNO (hereinafter for convenience referred to as the
"Employee"), as follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into a
1994 Employment and Deferred Compensation Agreement dated July
22, 1994 (hereinafter the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 2 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"In the event the Agreement and Plan of Merger between
Bruno's, Inc. and Crimson Acquisition Corp., entered into on
April 29, 1995, as amended on May 18, 1995, is consummated as
provided therein, the present value of the benefits due
hereunder, computed at a discount rate of 8% per annum, shall be
paid to the Employee when payment hereunder becomes due as is
stipulated in the said Agreement and Plan of Merger."
SECOND: Section 3 of the Agreement shall be deleted
in its entirety and there shall be substituted in lieu thereof
the following:
"3. Average Annual Compensation. The "Average Annual
Compensation" of the Employee at the time of his retirement shall
be deemed to be the average yearly "Total Compensation," as
defined below, received by the Employee from the Employer or any
of its wholly owned subsidiaries during the past three (3) fiscal
years prior to the year in which his retirement occurs, beginning
with the fiscal year ending most recently prior to the date of
his retirement and including the next two (2) preceding years.
The Total Compensation of an Employee shall be an amount equal to
his annual base salary for such year and his bonus for the year
under the Company's Bonus Compensation Program, whether paid in
cash or other consideration."
THIRD: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ Ronald G. Bruno (SEAL)
-------------------------
Ronald G. Bruno
(EMPLOYEE)
EXHIBIT 10.2
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO 1994 EMPLOYMENT AND
DEFERRED COMPENSATION AGREEMENT
THIS AMENDMENT, made and entered into on the 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and PAUL F.
GARRISON (hereinafter for convenience referred to as the
"Employee"), as follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into a
1994 Employment and Deferred Compensation Agreement dated July
22, 1994 (hereinafter the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 2 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"In the event the Agreement and Plan of Merger between
Bruno's, Inc. and Crimson Acquisition Corp., entered into on
April 29, 1995, as amended on May 18, 1995, is consummated as
provided therein, the present value of the benefits due
hereunder, computed at a discount rate of 8% per annum, shall be
paid to the Employee when payment hereunder becomes due as is
stipulated in the said Agreement and Plan of Merger."
SECOND: Section 3 of the Agreement shall be deleted
in its entirety and there shall be substituted in lieu thereof
the following:
"3. Average Annual Compensation. The "Average Annual
Compensation" of the Employee at the time of his retirement shall
be deemed to be the average yearly "Total Compensation," as
defined below, received by the Employee from the Employer or any
of its wholly owned subsidiaries during the past three (3) fiscal
years prior to the year in which his retirement occurs, beginning
with the fiscal year ending most recently prior to the date of
his retirement and including the next two (2) preceding years.
The Total Compensation of an Employee shall be an amount equal to
his annual base salary for such year and his bonus for the year
under the Company's Bonus Compensation Program, whether paid in
cash or other consideration."
THIRD: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ Paul F. Garrison (SEAL)
-------------------------
Paul F. Garrison
(EMPLOYEE)
EXHIBIT 10.3
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO 1994 EMPLOYMENT AND
DEFERRED COMPENSATION AGREEMENT
THIS AMENDMENT, made and entered into on the 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and GLENN J.
GRIFFIN (hereinafter for convenience referred to as the
"Employee"), as follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into a
1994 Employment and Deferred Compensation Agreement dated July
22, 1994 (hereinafter the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 2 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"In the event the Agreement and Plan of Merger between
Bruno's, Inc. and Crimson Acquisition Corp., entered into on
April 29, 1995, as amended on May 18, 1995, is consummated as
provided therein, the present value of the benefits due
hereunder, computed at a discount rate of 8% per annum, shall be
paid to the Employee when payment hereunder becomes due as is
stipulated in the said Agreement and Plan of Merger."
SECOND: Section 3 of the Agreement shall be deleted
in its entirety and there shall be substituted in lieu thereof
the following:
"3. Average Annual Compensation. The "Average Annual
Compensation" of the Employee at the time of his retirement shall
be deemed to be the average yearly "Total Compensation," as
defined below, received by the Employee from the Employer or any
of its wholly owned subsidiaries during the past three (3) fiscal
years prior to the year in which his retirement occurs, beginning
with the fiscal year ending most recently prior to the date of
his retirement and including the next two (2) preceding years.
The Total Compensation of an Employee shall be an amount equal to
his annual base salary for such year and his bonus for the year
under the Company's Bonus Compensation Program, whether paid in
cash or other consideration."
THIRD: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ Glenn J. Griffin (SEAL)
-------------------------
Glenn J. Griffin
(EMPLOYEE)
EXHIBIT 10.4
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO 1994 EMPLOYMENT AND
DEFERRED COMPENSATION AGREEMENT
THIS AMENDMENT, made and entered into on the 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and KENNETH BRUNO
(hereinafter for convenience referred to as the "Employee"), as
follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into a
1994 Employment and Deferred Compensation Agreement dated July
22, 1994 (hereinafter the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 2 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"In the event the Agreement and Plan of Merger between
Bruno's, Inc. and Crimson Acquisition Corp., entered into on
April 29, 1995, as amended on May 18, 1995, is consummated as
provided therein, the present value of the benefits due
hereunder, computed at a discount rate of 8% per annum, shall be
paid to the Employee when payment hereunder becomes due as is
stipulated in the said Agreement and Plan of Merger."
SECOND: Section 3 of the Agreement shall be deleted
in its entirety and there shall be substituted in lieu thereof
the following:
"3. Average Annual Compensation. The "Average Annual
Compensation" of the Employee at the time of his retirement shall
be deemed to be the average yearly "Total Compensation," as
defined below, received by the Employee from the Employer or any
of its wholly owned subsidiaries during the past three (3) fiscal
years prior to the year in which his retirement occurs, beginning
with the fiscal year ending most recently prior to the date of
his retirement and including the next two (2) preceding years.
The Total Compensation of an Employee shall be an amount equal to
his annual base salary for such year and his bonus for the year
under the Company's Bonus Compensation Program, whether paid in
cash or other consideration."
THIRD: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ Kenneth Bruno (SEAL)
-------------------------
Kenneth Bruno
(EMPLOYEE)
EXHIBIT 10.5
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO 1994 EMPLOYMENT AND
DEFERRED COMPENSATION AGREEMENT
THIS AMENDMENT, made and entered into on the 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and R. MICHAEL
CONLEY (hereinafter for convenience referred to as the
"Employee"), as follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into a
1994 Employment and Deferred Compensation Agreement dated July
22, 1994 (hereinafter the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 2 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"In the event the Agreement and Plan of Merger between
Bruno's, Inc. and Crimson Acquisition Corp., entered into on
April 29, 1995, as amended on May 18, 1995, is consummated as
provided therein, the present value of the benefits due
hereunder, computed at a discount rate of 8% per annum, shall be
paid to the Employee when payment hereunder becomes due as is
stipulated in the said Agreement and Plan of Merger."
SECOND: Section 3 of the Agreement shall be deleted
in its entirety and there shall be substituted in lieu thereof
the following:
"3. Average Annual Compensation. The "Average Annual
Compensation" of the Employee at the time of his retirement shall
be deemed to be the average yearly "Total Compensation," as
defined below, received by the Employee from the Employer or any
of its wholly owned subsidiaries during the past three (3) fiscal
years prior to the year in which his retirement occurs, beginning
with the fiscal year ending most recently prior to the date of
his retirement and including the next two (2) preceding years.
The Total Compensation of an Employee shall be an amount equal to
his annual base salary for such year and his bonus for the year
under the Company's Bonus Compensation Program, whether paid in
cash or other consideration."
THIRD: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ R. Michael Conley (SEAL)
-------------------------
R. Michael Conley
(EMPLOYEE)
EXHIBIT 10.6
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO EMPLOYMENT CONTINUITY AGREEMENT
THIS AMENDMENT, made and entered into this 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and RONALD G.
BRUNO (hereinafter for convenience referred to as the
"Employee"), as follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into an
Employment Continuity Agreement dated July 22, 1994 (hereinafter
the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 11 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"Provided, however, in the event that the Agreement and
Plan of Merger between Bruno's, Inc. and Crimson Acquisition
Corp., entered into on April 20, 1995, and as amended on May 18,
1995, is consummated, as provided therein, the limitation
provided in this section shall be removed to the extent that,
after removal the total of all "parachute payments" to or for the
benefit of the Employee, after reduction for all federal taxes
(including any taxes under s4999 of the Internal Revenue Code)
("Total Parachute Payments") will be greater than the Total
Parachute Payments which would have been made in the event this
payment limitation had applied."
SECOND: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ Ronald G. Bruno (SEAL)
-------------------------
Ronald G. Bruno
(EMPLOYEE)
EXHIBIT 10.7
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO EMPLOYMENT CONTINUITY AGREEMENT
THIS AMENDMENT, made and entered into this 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and PAUL F.
GARRISON (hereinafter for convenience referred to as the
"Employee"), as follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into an
Employment Continuity Agreement dated July 22, 1994 (hereinafter
the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 11 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"Provided, however, in the event that the Agreement and
Plan of Merger between Bruno's, Inc. and Crimson Acquisition
Corp., entered into on April 20, 1995, and as amended on May 18,
1995, is consummated, as provided therein, the limitation
provided in this section shall be removed to the extent that,
after removal the total of all "parachute payments" to or for the
benefit of the Employee, after reduction for all federal taxes
(including any taxes under s4999 of the Internal Revenue Code)
("Total Parachute Payments") will be greater than the Total
Parachute Payments which would have been made in the event this
payment limitation had applied."
SECOND: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ Paul F. Garrison (SEAL)
-------------------------
Paul F. Garrison
(EMPLOYEE)
EXHIBIT 10.8
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO EMPLOYMENT CONTINUITY AGREEMENT
THIS AMENDMENT, made and entered into this 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and GLENN J.
GRIFFIN (hereinafter for convenience referred to as the
"Employee"), as follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into an
Employment Continuity Agreement dated July 22, 1994 (hereinafter
the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 11 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"Provided, however, in the event that the Agreement and
Plan of Merger between Bruno's, Inc. and Crimson Acquisition
Corp., entered into on April 20, 1995, and as amended on May 18,
1995, is consummated, as provided therein, the limitation
provided in this section shall be removed to the extent that,
after removal the total of all "parachute payments" to or for the
benefit of the Employee, after reduction for all federal taxes
(including any taxes under s4999 of the Internal Revenue Code)
("Total Parachute Payments") will be greater than the Total
Parachute Payments which would have been made in the event this
payment limitation had applied."
SECOND: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ Glenn J. Griffin (SEAL)
-------------------------
Glenn J. Griffin
(EMPLOYEE)
EXHIBIT 10.9
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO EMPLOYMENT CONTINUITY AGREEMENT
THIS AMENDMENT, made and entered into this 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and KENNETH BRUNO
(hereinafter for convenience referred to as the "Employee"), as
follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into an
Employment Continuity Agreement dated July 22, 1994 (hereinafter
the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 11 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"Provided, however, in the event that the Agreement and
Plan of Merger between Bruno's, Inc. and Crimson Acquisition
Corp., entered into on April 20, 1995, and as amended on May 18,
1995, is consummated, as provided therein, the limitation
provided in this section shall be removed to the extent that,
after removal the total of all "parachute payments" to or for the
benefit of the Employee, after reduction for all federal taxes
(including any taxes under s4999 of the Internal Revenue Code)
("Total Parachute Payments") will be greater than the Total
Parachute Payments which would have been made in the event this
payment limitation had applied."
SECOND: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ Kenneth Bruno (SEAL)
-------------------------
Kenneth Bruno
(EMPLOYEE)
EXHIBIT 10.10
STATE OF ALABAMA )
JEFFERSON COUNTY )
AMENDMENT TO EMPLOYMENT CONTINUITY AGREEMENT
THIS AMENDMENT, made and entered into this 9th day of
June, 1995, by and between BRUNO'S, INC., a corporation organized
and existing under the laws of the State of Alabama (hereinafter
for convenience referred to as the "Employer"), and R. MICHAEL
CONLEY (hereinafter for convenience referred to as the
"Employee"), as follows:
W I T N E S S E T H:
WHEREAS, the Employer and Employee did enter into an
Employment Continuity Agreement dated July 22, 1994 (hereinafter
the "Agreement"); and
WHEREAS, it is the intent and desire of the parties
hereto to amend said Agreement;
NOW, THEREFORE, in consideration of the premises and of
the mutual covenants hereinafter set forth, faithfully to be kept
by the parties hereto, it is agreed as follows:
FIRST: Section 11 of the Agreement shall be amended
by adding to the end thereof the following sentence:
"Provided, however, in the event that the Agreement and
Plan of Merger between Bruno's, Inc. and Crimson Acquisition
Corp., entered into on April 20, 1995, and as amended on May 18,
1995, is consummated, as provided therein, the limitation
provided in this section shall be removed to the extent that,
after removal the total of all "parachute payments" to or for the
benefit of the Employee, after reduction for all federal taxes
(including any taxes under s4999 of the Internal Revenue Code)
("Total Parachute Payments") will be greater than the Total
Parachute Payments which would have been made in the event this
payment limitation had applied."
SECOND: The parties to this Agreement do hereby
ratify, confirm and approve all of the other terms and provisions
of the original Agreement dated July 22, 1994.
IN WITNESS WHEREOF, the Employer, by and through its
duly authorized officers, and the Employee have caused this
Amendment to be executed, under seal, on the 9th day of June,
1995.
BRUNO'S, INC.
By /s/ Paul F. Garrison
----------------------
Paul F. Garrison,
Its President
(EMPLOYER)
/s/ R. Michael Conley (SEAL)
-------------------------
R. Michael Conley
(EMPLOYEE)
-END-
