First Amendment to Severance and Consulting Services Agreement between Smart & Final Inc. and Dennis L. Chiavelli

Summary

This amendment updates the original Severance and Consulting Services Agreement between Smart & Final Inc. and Dennis L. Chiavelli. It extends Chiavelli's employment through December 31, 2003, to help complete the sale of certain business units and the company's exit from the Florida market. The amendment also increases Chiavelli's 2003 incentive bonus from $88,920 to $177,840. All other terms of the original agreement remain unchanged.

EX-10.42 16 dex1042.txt FIRST AMENDMENT TO SEVERANCE AND CONSULTING SERVICES AGREEMENT-CHIAVELLI Exhibit 10.42 FIRST AMENDMENT TO SEVERANCE AND CONSULTING AND SERVICES AGREEMENT This First Amendment to Severance and Consulting Services Agreement ("Amendment") by and between Smart & Final Inc. and its subsidiaries and affiliates (collectively "S&F") and Dennis L. Chiavelli ("Chiavelli") hereby amends the Severance and Consulting Services Agreement ("Agreement") executed between the parties on or about May 14, 2003. WHEREAS, 1. S&F desires to extend Chiavelli's employment with S&F to facilitate the orderly consummation of the sales of S&F's foodservice businesses and the Company's exit from the Florida store market (collectively "the Transactions"); and 2. The Transactions and post-closing transition periods are expected to extend through the end of December 2003, which is after Chiavelli's current resignation date of July 1, 2003; NOW, THEREFORE, the parties agree as follows, in consideration of the mutual promises and representations contained herein: 3. The Effective Date in paragraph 6 of the Agreement is hereby changed from July 1, 2003 to December 31, 2003. 4. The incentive compensation payment for fiscal 2003 ("2003 Bonus"), referenced in paragraph 7 is hereby changed from $88,920.00 to $177,840.00. All other terms of the Agreement shall remain unchanged. SMART & FINAL INC. DENNIS L. CHIAVELLI /s/ Ross E. Roeder /s/ Dennis Chiavelli - ------------------------------------- ------------------------------------- By: Ross E. Roeder Title: Chairman & CEO 11/12/03 11/8/03 - ------------------------------------- ------------------------------------- Date Date