EMPLOYMENT AGREEMENT

EMPLOYMENT AGREEMENT

THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of the 16th day of June, 2015, by and between PriceSmart, Inc, a Delaware corporation ("Employer"), and Rodrigo Calvo ("Executive").

RECITALS

TERMS AND CONDITIONS

NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants and conditions hereinafter set forth, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto agree as follows:

ARTICLE I

EMPLOYMENT AND DUTIES

Agreement. Executive shall not, without the prior written consent of Employer, perform other services of any kind or engage in any other business activity, with or without compensation, that would interfere with the performance of his duties under this Agreement. Executive shall not, without the prior written consent of Employer, engage in any activity adverse to Employer's interests.

ARTICLE II
COMPENSATION

ARTICLE III

TERM OF EMPLOYMENT

ARTICLE IV

BENEFITS AFTER TERMINATION OF EMPLOYMENT



Executive's base salary for one (1) year following the date of such termination, payable in equal installments in conformity with Employer’s normal payroll period, provided that such termination of employment constitutes a “separation from service” for purposes of Section 409A of the Internal Revenue Code of 1986, as amended (the “Code") and the regulations and guidance promulgated thereunder (a “Separation from Service"). If this Agreement is not terminated, then, upon expiration of the Employment Term, and if Executive's employment by Employer does not thereafter continue upon mutually agreeable terms and such termination constitutes a Separation from Service, Executive shall be entitled to continuation of Executive's base salary for one (1) year, payable in equal installments in conformity with Employer's normal payroll period; provided, however, that Employer’s obligation to pay such installments after expiration of the Employment Term shall be reduced by the amount of employment compensation (if any) received by Executive from a subsequent employer of Executive during said one (1) year. During the period of this severance pay, Executive shall cooperate with Employer in providing for the orderly transition of Executive's duties and responsibilities to other individuals, as reasonably request by Employer.

ARTICLE V

CONFIDENTIAL INFORMATION

5.1 Executive acknowledges that Employer holds as confidential, and Executive may have access to during the Employment Term, certain information and knowledge respecting the intimate and confidential affairs of Employer in the various phases of its business, including, but

not limited to, trade secrets, data and know-how, improvements, inventions, techniques, marketing plans, strategies, forecasts, pricing information, and customer lists. During his employment by Employer and thereafter, Executive shall not directly or indirectly disclose such information to any person or use any such information, except as required in the course of his employment during the Employment Term. All records, files, keys, documents, and the like relating to Employer's business, which Executive shall prepare, copy or use, or come into contact with, shall be and remain Employer’s sole property, shall not be removed from Employees premises without its written consent, and shall be returned to Employer upon the termination of this Agreement.

ARTICLE VI

GENERAL PROVISIONS

6.1 Entire Agreement, This Agreement contains the entire understanding and sole and entire agreement between the parties with respect to the subject matter hereof, and supersedes any and all prior agreements, negotiations and discussions between the parties hereto with respect to the subject matter covered hereby. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, oral or otherwise, have been made by any party, or anyone acting on behalf of any party, which are not embodied herein, and that no other agreement, statement or promise not contained in this Agreement shall be valid or binding. This Agreement may not be modified or amended by oral agreement, but rather only by an agreement in writing signed by Employer and by Executive which specifically states the intent of the parties to amend this Agreement.

6.2  Section 409A. This Agreement is intended to be interpreted and construed in a manner that does not cause Executive to incur federal tax liability under Section 409A of the Code. Notwithstanding any provision to the contrary in the Agreement, if Executive is deemed by Employer at the time of Executive's Separation from Service to be a “specified employee” for purposes of Section 409A(a)(2)(B)(i) of the Code, to the extent delayed commencement of any

portion of the benefits to which Executive is entitled under this Agreement is required in order to avoid a prohibited distribution under Section 409A(a)(2){B){i) of the Code, such portion of Executive's benefits shall not be provided to Executive prior to the earlier of (a) the expiration of the six-month period measured from the date of Executive’s Separation from Service or (b) the date of Executive's death. Upon the first business day following the expiration of the applicable Code Section 409A(a)(2)(B)(i) period, all payments deferred pursuant to this Section 6.2 shall be paid in a lump sum to Executive, and any remaining payments due under the Agreement shall be paid as otherwise provided herein. To the extent that any reimbursements payable pursuant to this Agreement are subject to the provisions of Section 409A of the Code, any reimbursements payable to Executive shall be paid to Executive no later than December 31 of the year following the year in which the cost was incurred, the amount of expenses reimbursed in one year shall not affect the amount eligible for reimbursement in any subsequent year, and Executive's right to reimbursement under this Agreement will not be subject to liquidation or exchange for another benefit. For purposes of Section 409A of the Code, Executive’s right to receive each payment of compensation pursuant to the Agreement shall at all times be considered separate and distinct from other payments.



The arbitration shall be administered by JAMS pursuant to its rules most applicable to the particular claims being made, as determined by the JAMS Employment Arbitration Rules and Procedures as then in effect, except as otherwise provided herein. Such rules may be viewed at the JAMS website: www.jamsadr.com/rules-employment-arbitration/. The arbitration procedures described in this paragraph apply not only to those disputes as may be mutually agreed between Employee and Company, but also to Employee’s claims against Company’s officers, directors, employees, and agents each of whom is a third-party beneficiary of this Agreement.

The disputes which may be subject to arbitration at the joint election of Employee and Company include, but are not limited to, claims of breach of contract (express or implied), wrongful termination, harassment, discrimination (including, but not limited to, race, color, religion, sex, national origin, age, disability, sexual orientation, marital status, and pregnancy), compensation and benefits claims, tort claims, such as by way of example only, defamation, fraud and invasion of privacy, and claims for violation of any federal, state or local law, statute, regulation or ordinance, including, but not limited to, the Fair Employment and Housing Act of the State of California, the California Labor Code, the California Wage Orders, Title VII of the Civil Rights Act of 1964, the Employee Retirement Income Security Act (ERISA), the Americans With Disabilities Act, the Age Discrimination in Employment Act, the Family and Medical Leave Act, the California Family Rights Act, and the Equal Pay Act. Notwithstanding, these arbitration procedures shall in no event apply to Workers' Compensation claims.

Any arbitration shall be held in San Diego County, California, before one independent and neutral arbitrator selected per the applicable JAMS rules and procedures. The arbitrator shall determine the arbitrability of all disputes, claims and/or issues between Employee and Company, as well as Company's officers, directors, employees, and agents. Employee and Company shall each bear

their own costs of any mutually agreed arbitration under this Agreement (including without limitation legal fees, the cost of the record or transcripts of such arbitration, if any, and administrative fees), or an equal share of such fees and costs that are not specific to either party (e.g, the fees of the arbitrator). Notwithstanding the foregoing, if a party is determined by the arbitrator not to be prevailing, such non-prevailing party shall be responsible for all such fees and costs incurred by the prevailing party, and may be ordered to pay the reasonable attorneys’ fees and costs, including, but not limited to, the administrative costs of the arbitration and fees of the arbitrator, incurred by the prevailing party.

The parties shall be entitled to discovery sufficient to adequately arbitrate the claims and defenses, including access to essential documents and witnesses, as determined by the arbitrator. Notwithstanding anything to the contrary in this Arbitration provision, Employee or Company may seek any provisional remedy available at law or in equity in any state or federal court in San Diego, California, without compromising the right of the parties to mutually agree to arbitrate any dispute between them.

The arbitrator shall issue a written arbitration decision that will reveal the essential findings and conclusions on which the award is based. Subject to limited judicial review as may be required by law for mutually agreed upon arbitration, the award of the arbitrator shall be final and judgment may be entered upon it in accordance with applicable law in any court having jurisdiction thereof.

Any request for arbitration by a party to this Agreement shall be in writing and must be made within a reasonable time after the claim, dispute or other matter in question has arisen, in noevent shall the request for arbitration be made after the date that institution of legal or equitable proceedings based upon such claim, dispute or other matter would be barred by the applicable statute of limitations.

IN THE EVENT COMPANY AND EMPLOYEE MUTUALLY AGREE UPON RESOLVING THEIR DISPUTE(S) THROUGH ARBITRATION, THEY AGREE TO EACH AND EVERY TERM AND –CONDITION OF THIS ARBITRATION PROVISION AND FURTHER KNOWINGLY WAIVE THEIR RIGHT TO A JURY TRIAL.

(b) In the event Employee and Company do not mutually agree to resolve by binding arbitration all disputes, controversies, or claims between them, then they mutually and irrevocably agree that any suit, action or other legal proceedings between them shall be brought exclusively in the courts located in the County of San Diego, State of California. Company and Employee knowingly and voluntarily waive any objection to such exclusive jurisdiction and venue which either may now have or hereafter may have, whether based upon the convenience of the forum, or based upon any other ground, relating to any legal action arising between them. The enforceability of this Agreement and the resolution of any disputes between the parties shall be in accordance with the laws of the State of California.











IN WITNESS WHEREOF, this Agreement has been executed and delivered by the parties hereto as of the date first above written.