Exhibit 10.73
2000-1 AMENDMENT TO THE
FLEMING COMPANIES, INC. ASSOCIATE STOCK PURCHASE PLAN
The Fleming Companies, Inc. Associate Stock Purchase Plan
(the "Plan") is hereby amended as follows:
I.
Section 2.1(n) of the Plan is hereby amended to read as
follows:
"The word 'Participant' shall mean an Associate
(i) who executes with the Company an Option
Agreement on or prior to a Granting Date, (ii) who
on such Granting Date was employed by the
Employer, and (iii) whose customary employment is
more than 20 hours per week and more than five
months in any calendar year. The word
'Participant' shall also include the legal
representative of a deceased Participant, and a
Participant who, within three months prior to the
end of the applicable Purchase Period for which he
is a Participant, terminates his employment with
the Employer. 'Disability' for purposes of this
Subsection (n) shall mean a physical or mental
condition which, in the judgment of the Committee,
totally and permanently prevents a Participant
from engaging in any substantial gainful
employment with the Employer. A determination
that disability exists shall be based upon
independent medical evidence satisfactory to the
Committee. In the event that any Employer ceases
to be a Subsidiary of the Company, the Associates
of such Employer will be deemed to have terminated
employment as of such date."
II.
The second sentence of Section 3.3 of the Plan is hereby
amended to read as follows:
"A legal representative of a deceased Participant
and a Participant who terminates employment for
any reason within three months prior to the end of
the applicable Purchase Period will continue to be
a Participant in the Plan until the next
succeeding Exercise Date unless such Participant
or his representative (in the event of the
Participant's death) elects to withdraw from the
Plan pursuant to this Section 3.3."
Except as otherwise provided in this 2000-1 Amendment to the
Fleming Companies, Inc. Associate Stock Purchase Plan
("Amendment"), the Plan is hereby ratified and confirmed in all
respects. This Amendment shall be effective as of July 1, 2000.
