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 Report (Date of earliest event reported):
August 15, 1994
DOSKOCIL COMPANIES INCORPORATED
(Exact name of registrant as specified in its charter)
DELAWARE 0-7803 13-2535513
(State or other (Commission (IRS Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
2601 N.W. Expressway, Suite 1000W
Oklahoma City, Oklahoma 73112
(Address of principal executive office) (Zip Code)
Registrant's telephone number including area code (405)879-5500
Item 5. Other Events.
The Company named R. Randolph Devening as its Chairman of the
Board, President and Chief Executive Officer effective August 15,
1994. Mr. Devening served as Vice Chairman and previously as Chief
Financial Officer of Fleming Companies, Inc.
Pursuant to the terms of an employment agreement between the
Company and Mr. Devening (the "Employment Agreement"), Mr. Devening
will serve as Chairman of the Board and Chief Executive Officer of
the company until December 31, 1998. Mr. Devening's employment will
be automatically extended for a one-year term unless, prior to
January 1, 1998, either the Company or Mr. Devening elects not to
extend the term. Under the Employment Agreement, Mr. Devening is
entitled to an annual base salary of not less than $550,000. In
addition, for each fiscal year beginning after December 31, 1994, Mr.
Devening will be entitled to performance bonuses if the Company
achieves certain financial goals set by the Compensation Committee of
the Board of Directors in consultation with senior management of the
Company. The performance bonuses are payable in cash or Common Stock
or a combination thereof as selected by Mr. Devening, subject to such
limitation on the number of shares as the Compensation Committee may
have set for such year.
Pursuant to the Employment Agreement, the Company has agreed to
grant to Mr. Devening options to purchase, in the aggregate, a
number of shares of Common Stock equal to 5% of the total number of
shares of Common Stock of the Company outstanding on the date of such
grant (as adjusted to reflect the number of shares of Common Stock
issued in the rights offering, if any) (the "Options") . The
exercise price for such Options will be the greater of the fair
market value of the Common Stock on the date of the grant or the
Exercise Price in the rights offering.
The Options will become exercisable as to 9% of the Options, on
December 31, 1994 and 18.2% of the Options on each of the five
subsequent anniversaries thereof, if the Company meets its financial
goals for the year ended on such date and if Mr. Devening remains an
employee of the Company on such dates. The Options terminate on the
tenth anniversary of the date of grant or upon earlier termination of
the Employment Agreement. Upon the death of Mr. Devening or upon a
Change of Control (as defined in the Employment Agreement) all
Options not previously exercisable will become exercisable.
Upon termination of Mr. Devening's employment other than for
Cause (as defined in the Employment Agreement) the Company is
required, among other things, to pay to Mr. Devening two times his
base salary.
Item 7. Financial Statements and Exhibits
(c) Exhibits.
Exhibit Number Description
1 Employment Agreement dated August 2, 1994
between R. Randolph Devening and Doskocil
Companies Incorporated.
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 hereunto duly authorized.
DOSKOCIL COMPANIES INCORPORATED
By:\s\ William L. Brady
William L. Brady
Vice President and
Controller
Date: August 17, 1994
EMPLOYMENT AGREEMENT
EMPLOYMENT AGREEMENT, dated as of August 2, 1994 (the
"Agreement"), between DOSKOCIL COMPANIES INCORPORATED, a Delaware
corporation (the "Corporation"), and R. RANDOLPH DEVENING (the
"Executive").
W I T N E S S E T H:
The Executive has agreed to join the Corporation as its Chief
Executive Officer and Chairman of the Board of Directors having
chief executive responsibility with respect to the affairs of the
Corporation and such other specific responsibilities and duties as
may be assigned to him from time to time by the Board of Directors
of the Corporation (the "Board") which duties are commensurate
with the title and position of the Executive. The Corporation
desires to assure the Corporation the benefits of the Executive's
expertise and knowledge. The Executive, in turn, desires to
undertake full-time employment with the Corporation on the terms
provided herein.
Accordingly, in consideration of the mutual covenants and
representations contained herein, the parties hereto agree as
follows:
1. Full-time Employment of Executive.
1.1 Duties and Status.
(a) The Corporation hereby engages the Executive as a
full-time executive employee for the period (the "Employment
Period") specified in paragraph 4 hereof, and the Executive accepts
such employment, on the terms and conditions set forth in this
Agreement. During the Employment Period, the Executive shall
exercise such authority and perform such executive duties as are
commensurate with the duties of the Chief Executive Officer of the
Corporation.
(b) During the Employment Period, the Executive (i)
shall devote his full time and efforts to the business of the
Corporation and will not engage in consulting work or any trade or
business for his own account or for or on behalf of any other
person, firm or corporation which competes, conflicts or interferes
with the performance of his duties hereunder in any way and (ii)
shall accept such additional office or offices to which he may be
elected by the Board; provided, that the performance of the duties
of such office or offices shall be consistent with the scope of the
duties provided for in subparagraph (a) of this paragraph 1.1; and,
provided further, that the Corporation acknowledges that the
Executive may perform consulting services for Fleming Companies,
Inc. ("Fleming") for a period of three years as long as performance
of such services does not materially interfere with the performance
of the Executive's duties under this Agreement. While the parties
recognize that the right to elect directors and officers is by law
vested in the stockholders and directors, respectively, of a
corporation, it is, nevertheless, mutually contemplated, subject to
such right, that the Executive shall be elected, and shall serve as
Chairman of the Board of Directors. The foregoing shall not
preclude the Executive from devoting reasonable time to the
supervision of his personal investments, civic and charitable
affairs and serving on other boards, provided that such activities
do not interfere with the performance of his duties hereunder; and
further provided that the Executive shall not serve on the board of
any other business without the advance consent of the Board, which
consent shall be deemed to have been given as to the board
memberships listed on Schedule A hereto.
(c) Subject to customary business travel, the Executive
shall be required to perform the services and duties provided for
in subparagraph (a) of this paragraph 1.1 only at the location of
the principal executive offices of the Corporation which shall be
located in the Oklahoma City, Chicago or Dallas metropolitan area
or such other location as the parties may mutually agree upon. The
Executive shall be entitled to vacation and leave for illness or
temporary disability in accordance with the policies of the
Corporation in effect, which shall not be less favorable than those
in effect at the date of this Agreement.
1.2 Compensation and General Benefits. As compensation for
his services during the Employment Period under this Agreement, the
Executive shall be compensated as follows:
(a) The Corporation shall pay to the Executive a base
salary at the rate of not less than $550,000 per annum. Such base
salary shall be payable in periodic equal installments which are no
less frequent than the periodic installments in effect for salaries
of senior executives of the Corporation immediately prior to the
effective date of this Agreement. Such salary shall be subject to
normal periodic review at least annually, commencing December 31,
1995, for increases based on the policies of the Corporation and
contributions to the enterprise.
(b) The Corporation shall also pay to the Executive (i)
a signing bonus of $500,000, payable prior to September 1, 1994;
and (ii) a performance bonus for each fiscal year beginning after
December 31, 1994, of 75% of his base salary for such year if the
Corporation meets its EBITDA target for such year (as set by the
Compensation Committee of the Board in the annual budget after
consulting with senior management of the Corporation), plus a
minimum of 25% of his annual base salary for such year it the
Corporation exceeds such EBITDA target by 10% or more, plus a
minimum of an additional 25% of his base salary for such year if
the Corporation exceeds such EBITDA target by 20% or more;
provided, however, that the Executive remains an employee of the
Corporation on the last day of each such fiscal year for which a
performance bonus is being paid, except that, in the event of the
Executive's death or his qualification for a benefit under the
Corporation's long term disability plan (the "LTD Plan"), the
Executive shall be entitled to the entire bonus to which he would
otherwise be entitled had he remained an employee of the
Corporation as of the last day of the year in which such event of
death or qualification occurred. The performance bonus for any
year shall be payable as soon as administratively feasible after it
is determined and shall be paid in the form of cash or Common Stock
(based on market price on the date of payment) or a combination
thereof as selected by the Executive, but subject to such
limitation as the number of shares as the Compensation Committee of
the Board may have set for such year. For the purposes of this
Agreement and subject to extraordinary events, "EBITDA" shall mean
the Corporation's consolidated earnings before interest, taxes,
depreciation and amortization, all determined in accordance with
generally accepted accounting principles ("GAAP") consistently
applied.
(c) Except as otherwise provided by this Agreement, the
Executive shall be able to participate in any incentive, savings,
retirement, welfare or other employee benefit programs, practices
or arrangements, including, without limitation, supplemental
retirement plans, medical prescription, dental, disability,
severance, sickness salary continuance, employee life, group life,
accidental death, travel accident insurance programs and any other
benefit or prerequisite (including country club memberships) on a
comparable basis as other executives with senior authority and
duties if such plans, programs, arrangements and prerequisites are
currently in effect or if they are subsequently made available to
other senior executives. In addition and subject to such
stockholder approval as may be necessary (including such approval
as may be required for purposes of Section 162(m) of the Internal
Revenue Code of 1986), the Corporation shall grant, on the date of
the first Board meeting held after the date of this Agreement, non-
qualified stock options to the Executive under the Doskocil
companies Incorporated 1992 Stock Incentive Plan (the "Stock
Incentive Plan") to purchase in the aggregate a number of shares of
the Corporation's common stock, $.01 per share (the "Common
Stock"), equal to 5% of the total number of such shares outstanding
on the date of grant (and adjusted to reflect the number of shares,
if any, issued in the pending Rights Offering), at an option price
per share equal to the greater of the "Fair Market Value" of a
share of the Common Stock on the date grant (as determined under
Section 11.11 of the Stock Incentive Plan) or the exercise
price per share under the pending Rights Offering. The
Options will have a maximum term of 10 years from the date of
grant, may not be exercised more than ninety days after the date as
of which the Executive ceases to be an employee of the Corporation
(or more than one year in the case of his death while so employed),
and will vest as follows:
(i) 99% of the option shares shall vest on December
31, 1994 if the Executive remains an employee of the Corporation on
such date.
(ii) 18.2% of the option shares shall vest on
December 31, 1995 and an additional 18.2% of the shares shall vest
on December 31 of each or the next four years if both the
Corporation meets its EBITDA target for the year ended on such date
(as set forth in the bank model presented to Chemical Bank in the
Frozen Specialty acquisition financing) and the Executive remains
an employee of the Corporation on such date; provided, however,
that if the Corporation's performance for a year falls below target
and is recouped in the following year on an aggregate basis for
both years, the option shares for both such years shall vest.
(iii) In the event of the death of the Executive
after July 31, 1997 and prior to January 1, 2000, and while he
remains an employee of the Corporation, all outstanding option
shares not previously vested shall vest on the date of his death,
(iv) In the event of a "Change of Control" (as
hereinafter defined), all outstanding option shares not
previously vested shall vest on the date of such event provided the
Executive is an employee of the Corporation on such date. For the
purposes of this Agreement, the term "Change of Control" shall mean
the same as the term "Change of Control Event" under Section 11.4
of the Stock Incentive Plan, as in effect on the date hereof.
(v) Notwithstanding the foregoing, all unexercised
option shares shall be cancelled in the event of a material breach
of paragraph 2 by the Executive prior to a Change of Control if
such breach causes financial injury to the Corporation.
(d) In the event the Executive becomes entitled to a
benefit under the LTD Plan, the Corporation shall pay to the
Executive each month for which he receives a benefit payment under
the LTD Plan an amount which, when added to such benefit payment,
will equal 66-2/3% of his monthly base salary as last in effect
under paragraph 1.2(a) hereof.
(e) The Executive agrees that he will exercise his
rights under the Consolidated Omnibus Budget Reconciliation Act of
1985 ("COBRA") under the Fleming Companies, Inc. Health Choice
Plan and such other health and medical plans (the "Fleming Health
Plans") sponsored by Fleming to which such COBRA rights are
applicable for the Executive and his family. The Corporation
agrees that it will pay to the Executive an amount equal to 150% of
the cost of the COBRA premium in order that the Executive may
continue such COBRA coverage until such point in time as the
Executive and his family become fully eligible for coverage and
benefits under the Corporation's medical plan which has a 90-day
waiting period. Reimbursements for COBRA premiums shall be made on
a monthly basis.
(f) The Executive shall be entitled to be reimbursed for
moving and relocation expenses in an amount not to exceed $25,000
if he is required to move from his principle residence in Oklahoma
City, Oklahoma to the Corporation's new headquarters.
(g) Upon proper documentation, the Executive shall be
entitled to receive reimbursement for all reasonable bona fide
business expenses incurred by the Executive, and such expenses
will include the reimbursement to the Executive of $650 a month
which amount will be applied by the Executive for either the lease
or purchase of an automobile, but not for its operation. Operating
expenses of the Executive's automobile will be reimbursed as
would any other with any other bona fide business expense.
(h) The Corporation will provide to the Executive
financial and tax planning and consulting services, which services
will include, by example, and not by limitation, preparation of
personal tax returns, estate planning and investment advice.
2. Competition; Confidential Information. The Executive and
the Corporation recognize that due to the nature of his association
with the Corporation and his engagements hereunder, and the
relationship of the Executive to the Corporation hereunder, the
Executive has had access to and has acquired, will have access to
and will acquire, and will assist in developing, confidential and
proprietary information relating to the business and operations of
the Corporation and its affiliates, including, without limiting the
generality of the foregoing, information with respect to their
present and prospective products, systems, customers, processes,
and sales and marketing methods. The Executive acknowledges that
such information has been and will continue to be of central
importance to the business of the Corporation and its affiliates
and that disclosure of it to or its use by others could cause
substantial loss to the Corporation. The Executive and the
Corporation also recognize that an important part of the
Executive's duties will be to develop good will for the Corporation
and its affiliates through his personal contact with customers and
others having business relationships with the Corporation and its
affiliates, and that there is a danger that this good will, a
proprietary asset of the Corporation and its affiliates, may follow
the Executive if and when his relationship with the Corporation is
terminated. The Executive accordingly agrees as follows:
2.1 Non-Competition. During the Employment Period and for a
period of two years thereafter, the Executive will not, directly or
indirectly, either individually or as owner, partner, agent,
employee consultant or otherwise, except for the account of and on
behalf of the Corporation or its affiliates, engage in any activity
competitive with the business of the Corporation or its affiliates,
nor will he, in competition with the Corporation or its affiliates,
solicit or otherwise attempt to establish for himself or any other
person, firm or entity, any business relationships with any person,
firm or corporation which was, at any time during the Employment
Period, a customer of the Corporation or one of its affiliates;
provided, that the Corporation acknowledges the Executive will
not be in violation of this paragraph 2.1 by performing the
consulting services which are disclosed in paragraph 1.1(b) above.
Nothing in this paragraph 2 shall be construed to prevent the
Executive from owning, as an investment, not more than 1% of a
class of equity securities issued by any competitor of the
corporation or its affiliates and publicly traded and registered
under Section 12 of the Securities Exchange Act of 1934.
2.2 Trade Secrets. The Executive will keep confidential any
trade secrets or confidential or proprietary information of the
Corporation and its affiliates which are now known to him or which
hereafter may become known to him as a result of his employment or
association with the Corporation and shall not at any time directly
or indirectly disclose any such information to any person, firm or
corporation, or use the same in any way other than in connection
with the business of the Corporation or its affiliates during and
at all times after the expiration of the Employment Period. For
purposes of this Agreement, "trade secrets or confidential or
proprietary information" means information unique to the
Corporation or any of its affiliates which has a significant
business purpose and is not known or generally available from
sources outside the Corporation or any of its affiliates or typical
of industry practice.
3. Corporation's Remedies for Breach. It is recognized that
damages in the event of breach of paragraph 2 by the Executive
would be difficult, if not impossible, to ascertain, and it is
therefore agreed that the corporation, in addition to and without
limiting any other remedy or right it may have, shall have the
right to an injunction or other equitable relief in any court of
competent jurisdiction, enjoining any such breach, and the
Executive hereby waives any and all defenses he may have on the
ground of lack of jurisdiction or competence of the court to grant
such an injunction or other equitable relief. The existence of
this right shall not preclude any other rights and remedies at law
or in equity which the Corporation may have.
4. Employment Period.
4.1 Duration. The Employment Period shall commence August 1,
1994, and shall continue until the earliest of (i) December 31,
1998, unless extended as hereinafter provided; (ii) the Executive's
death or his qualification for a benefit under the LTD Plan; (iii)
a termination of the Executive's employment by the Corporation
under either paragraph 4.2 or 4.3 hereof; or (iv) a termination of
the Executive's employment by him under paragraph 4.4 or 4.5
hereof. Unless previously terminated as herein provided, the
Employment Period shall be extended automatically after December
31, 1998, for a one-year period unless prior to January 1, 1998,
either party provides to the other party written notice of the
intent of such party not to extend.
4.2 Termination For Cause. The Executive's employment may be
terminated for cause by the Board during the Employment Period. As
used in this Agreement, a termination for cause shall mean the
Executive's termination for gross negligence, commission of a
felony, incompetence, fraud or dishonesty involving the
Corporation's assets, misconduct materially detrimental to business
of the Corporation, intentional and repeated failure to perform his
duties hereunder or any other material breach by the Executive of
this Agreement (including Paragraph 2 hereof). The Corporation
shall notify the Executive in writing at least thirty days in
advance of any proposed termination for cause indicating in detail
the specific reasons for such termination and shall extend to the
Executive the opportunity during such thirty days to cure the
breach or misconduct if the same is capable of being cured. The
Executive shall not be deemed to have been terminated for "cause"
under this paragraph 4.2 unless until there shall have been deliv-
ered to the Executive a copy of a resolution duly adopted by an
affirmative vote of not less than a majority of the entire
membership of the Board at a meeting of the Board called and held
for such purpose finding in the good faith opinion of the Board the
Executive was guilty of the conduct described in this paragraph 4.2
and specifying the particulars thereof in detail.
4.3 Termination Without Cause. The Executive's
employment may be terminated without cause at any time by the Board
during the Employment Period. In such event, the Corporation shall
pay to the Executive a severance payment equal to 2 times the sum
of (i) his base salary under paragraph 1.2(a) hereof for the last
twelve-month period ending prior to such termination, plus (ii) an
amount equal to his bonus, if any, under paragraph 1.2(b) hereof
for the last fiscal year of the corporation ending prior to such
termination. The severance payment shall be made in 24 equal
monthly installments, commencing within thirty days after date of
termination, except, if such termination occurs after a Change of
Control, payment shall be made in a single sum within such thirty
day period. Payment under this paragraph 4.3 shall be in lieu of
any other benefits that may otherwise be payable to the Executive
under any severance pay plan or arrangement. In the event
Executive should die prior to the end of said 24 month period, the
unpaid portion of the severance payment shall nonetheless be paid
to the Executive's estate.
4.4 Change of Control. In the event of a Change of Control,
the Executive may, upon sixty-days written notice to the
Corporation, terminate his employment during the Employment Period
and within 18 months after the Change of Control. In such event,
the Corporation shall pay to the Executive, within thirty days
thereafter, a single-sum separation payment equal to 2 times the
sum of (i) his base salary under paragraph 1.2(a) hereof for the
last twelve-month period ending prior to such Change of Control,
plus (ii) an amount equal to his bonus, if any, under paragraph
1.2(b) hereof for the last fiscal year of the Corporation ending
prior to such Change of Control.
4.5 Good Reason. The Executive's employment may be
terminated by the Executive for Good Reason by written notice to
the Corporation indicating in detail the specific reason for the
termination. For purposes of this Agreement, "Good Reason" means;
(i) Any significant failure by the Corporation to
comply with any of the provisions of paragraphs 1.1 and 1.2 of
this Agreement, other than a failure which is remedied by the
Corporation promptly after the receipt of written notice thereof
given by the Executive;
(ii) The corporation requiring the Executive to be
based at any office or location other than one which is mutually
agreed upon by the Corporation and the Executive, except for travel
reasonably required in the performance of the Executive's
responsibilities;
(iii) Any purported termination by the
Corporation of the Executive's employment except as otherwise, and
expressly permitted, in this Agreement; or
(iv) Any failure by the Corporation to comply with
and satisfy paragraph 7 hereof.
In the event the employment of the Executive is terminated for
Good Reason, such termination shall be treated the same as if the
Corporation had terminated the employment of the Executive "without
cause," as provided in paragraph 4.3 above, and the Executive
shall be entitled to the payments as therein provided.
4.6 Calculation of Base Salary and Bonus on Early
Termination. In the event that the Executive's employment is
terminated pursuant to either paragraph 4.3, 4.4 or 4.5 herein and
if such termination occurs within 12 months from the date of this
Agreement or prior to the calculation and payment of the first
bonus payment as provided under paragraph 1.2(b), then, in
calculating the amount which would be paid to the Executive under
any of such paragraphs, the Executive's annual base salary shall be
deemed to be $550,000 and the annual bonus to which he would be
entitled for the purposes of those calculations shall be deemed to
be $412,500.
4.7 Additional Payments to Executive Upon Termination of
Employment. In the event of the termination of the employment of
the Executive for any of the reasons provided in paragraphs 4.3,
4.4 or 4.5 hereof, and in addition to all amounts required to be
paid to the Executive by the Corporation, then during the 24 month
period following a termination pursuant to such paragraphs, the
Executive shall be entitled to continue to participate in all of
the Corporation's health plans, and after the expiration or such 24
month period, the Executive shall then be eligible to elect COBRA
continuation coverage under the corporation's health plan.
5. Notices. Any notices, requests, demands and other
communications provided for by this Agreement shall be sufficient
if in writing and if sent by registered or certified mail to the
Executive at the last address he has filed in writing with the
Corporation or, in the case of the Corporation, at its principal
executive offices.
6. Entire Agreement. This Agreement constitutes the entire
understanding of the Executive and the Corporation with respect to
the subject matter hereof and supersedes any and all prior
understandings written or oral. This Agreement may not be changed,
modified, or discharged orally, but only by an instrument in
writing signed by the parties. Either party's failure to insist
upon strict compliance with any provision hereof shall not be
deemed to be a waiver of such provision or any other provision
hereof. This Agreement shall be governed by the laws of the State
of Illinois, without regard to the conflict of law provisions of
any state, and the invalidity or unenforceability of any provisions
hereof shall in no way affect the validity or enforceability of any
other provision.
7. Successors.
(a) This Agreement is personal to the Executive and
without the prior written consent of the Corporation shall not be
assignable by the Executive otherwise than by will or the laws of
descent and distribution. This Agreement shall inure to the
benefit of and be enforceable by the Executive's legal representa-
tives.
(b) This Agreement shall inure to the benefit of and be
binding upon the Corporation and its successors and assigns.
(c) The Corporation will require any successor (whether
direct or indirect, by purchase, merger, consolidation or other-
wise) to all or substantially all of the business and/or assets of
the Corporation to assume expressly and agree to perform this
Agreement in the same manner and to the same extent that the
Corporation would be required to perform it if no such succession
had taken place. As used in this Agreement, "corporation" shall
mean the Corporation as hereinbefore defined and any successor to
its business and/or assets as aforementioned which assumes and
agrees to perform this Agreement by operation of law, or otherwise.
Anything this Agreement to the contrary notwithstanding, in
the event it shall be determined that any payment or distribution
by the Corporation to or for the benefit of the Executive, whether
paid or payable or distributed or distributable pursuant to the
terms of this Agreement or otherwise (the "Payment"), would be
subject to the excise tax imposed by Section 4999 of the Internal
Revenue code of 1986, as amended, or any interest or penalties with
respect to such excise tax (such excise tax, together with any such
interest and penalties, are hereinafter collectively referred to as
the "Excise Tax"), then, the Executive shall be entitled to receive
an additional payment (the "Gross-Up Payment") in an amount such
that after payment by the Executive of all taxes on the Gross-Up
Payment (including any interest or penalties imposed with respect
to such taxes), the Executive retains an amount of the Gross-Up
Payment equal to the Excise Tax imposed upon the Payment. If the
Executive receives a refund on any Excise Tax for which he received
payment hereunder, the Executive shall pay such refund to the
Corporation.
9. Indemnification. The Executive shall be indemnified and
held harmless by the Corporation during the term of this Agreement
and following any termination of this Agreement for any reason
whatsoever in the same manner as would any other key management
employee of the Corporation with respect to acts or omissions
occurring prior to (a) the termination of this Agreement or (b) the
termination of employment of the Executive.
IN WITNESS WHEREOF, the parties have executed and
delivered this Agreement as of the date first above written.
WITNESS: DOSKOCIL COMPANIES INCORPORATED
/s/ Angus C. Littlejohn, Jr. /s/ Bryan P. Bynum
EXECUTIVE
/s/ Richard T. Berg /s/ R. Randolph Devening
R. RANDOLPH DEVENING
SCHEDULE A
TO
EMPLOYMENT AGREEMENT
The Executive serves on the following boards:
Furr's Supermarkets, Inc.
Arkwright Mutual Insurance Company
Hancock Fabrics, Inc.
ABCO Markets, Inc.
Fred Jones Companies
