MAZEL STORES INC
EXHIBIT 10.10
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<TYPE>EX-10.10
<SEQUENCE>3
<FILENAME>l94893aexv10w10.txt
<DESCRIPTION>EXHIBIT 10.10
<TEXT>
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                                                                   Exhibit 10.10

                                    AGREEMENT

         THIS AGREEMENT, made as of June 10, 2002 (the "Effective Date"), by
MAZEL STORES, INC., an Ohio corporation, with its principal place of business at
200 Helen Street, South Plainfield, New Jersey 07080 (the "Company") and BRADY
J. CHURCHES, an individual residing at 1677 Taylor Corner Circle, Columbus, Ohio
43004 (the "Executive").

                                   WITNESSETH:
                                   -----------

         WHEREAS, the Company and Executive were parties to an employment
agreement dated February 25, 2000, effective as of August 14, 2000 (the
"Employment Agreement");

         WHEREAS, Executive filed a lawsuit against the Company styled as BRADY
J. CHURCHES V. MAZEL STORES, INC., Case No. 02-CVH 04-4337, Franklin County,
Ohio Court of Common Pleas on April 19, 2002 alleging, among other things, the
Company constructively and effectively terminated Churches employment;

         WHEREAS, the Company alleges that Churches voluntarily terminated his
employment with the Company and commenced employment with Value City Stores,
Inc.;

         WHEREAS, it is deemed prudent and advisable to avoid the uncertainty
and burden of further litigation and to settle and forever resolve disputes and
claims that Churches claims or may claim in the future on account of or in
connection with any acts or omissions of the Company or any of its directors,
officers or employees, prior to the date of this Agreement in connection with or
arising out of Churches' employment with the Company and disputes and claims
that the Company claims or may claim in the future on account of or in
connection with any acts or omissions of Churches prior to the date of this
Agreement; and

         WHEREAS, Executive has been given twenty-one (21) days after receipt of
this Agreement within which to consider it before signing it.

         NOW, THEREFORE, the parties hereto agree as follows:

         1.       TERMINATION OF EMPLOYMENT. The parties agree that the
                  Executive's employment with the Company and all of its
                  Affiliates (as defined in the Employment


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                  Agreement), terminated as of February 2, 2002. Executive
                  further resigns as a director and officer of the Company and
                  as an officer and director of each of its Affiliates as of the
                  Effective Date. Executive agrees to execute and deliver to the
                  Secretary of the Company a letter evidencing and affirming
                  such resignations as of the Effective Date.

         2.       SEVERANCE PAYMENT. In consideration of the terms set forth in
                  this Agreement, the Company agrees to pay Executive,
                  concurrently with the execution and delivery of this
                  Agreement, the sum of Five Hundred Thousand Dollars
                  ($500,000), subject to all applicable federal, state and local
                  withholding taxes ("Severance Pay"). Notwithstanding the
                  foregoing, due to Executive's right to revoke the release and
                  waiver of claims under the ADEA (as set forth in section 4(A)
                  herein), thereby relieving the Company of its obligation to
                  provide Executive the Separation Pay, the Company's obligation
                  to provide Executive with the Severance Pay will take effect
                  eight days after Executive has signed this Agreement (on the
                  condition that Executive fails to revoke the release of his
                  ADEA claims); provided, however, that Executive provides a
                  notice confirming that he is not revoking the release of his
                  ADEA claim.

         Therefore, upon execution and delivery of this Agreement, the Company
shall deposit the Severance Pay with Executive's legal counsel, Gary D.
Greenwald, to be held in escrow during the ADEA Waiting Period. Upon receipt of
a written notice from Executive eight days after Executive has signed this
Agreement stating that Executive did not revoke his release and waiver of claims
under the ADEA, Gary D. Greenwald shall immediately distribute the Severance Pay
to Executive and shall have no further obligations to Company or Executive
regarding the Severance Pay. If Executive does revoke the release of his ADEA
claims (or fails to provide notice before June 30, 2002 confirming that he is
not revoking the release of his ADEA claim), Gary D. Greenwald shall immediately
return the Severance Pay to the Company.

         3.       DISMISSAL OF LAWSUIT WITH PREJUDICE. In consideration of the
                  terms set forth in this Agreement, Executive shall cause his
                  counsel to



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                  file an entry with the Franklin County Court of Common Pleas
                  dismissing with prejudice the Lawsuit.

         4.       RELEASE OF CLAIMS AND COVENANT NOT TO SUE.

                           A.       In further consideration for the amounts to
                                    be paid by the Company to Executive
                                    hereunder, Executive does hereby release and
                                    forever discharge the Company and each
                                    Affiliate and their respective directors,
                                    officers, executives, shareholders, agents
                                    (including, but not limited to, accountants
                                    and attorneys) (such individuals, the
                                    Company and the Affiliates are hereunder
                                    collectively referred to as "Released
                                    Parties") from all claims, causes of action
                                    and liabilities of every kind and
                                    description whatsoever, known and unknown,
                                    foreseen and unforeseen, suspected and
                                    unsuspected, asserted or unasserted, which
                                    Executive has or may have against them or
                                    any of them by reason of any fact, matter or
                                    thing from the beginning of the world to the
                                    date of this Agreement, with the sole
                                    exception of: (i) claims arising out of the
                                    breach of any of Company's obligations under
                                    this Agreement; (ii) payment of medical
                                    claims in accordance with the terms of the
                                    Company's insurance policy for services
                                    rendered prior to February 2, 2002; and
                                    (iii) payments due Executive under the
                                    Company's 401(k) Plan (collectively, the
                                    "Retained Claims"). Without limiting the
                                    generality of the preceding sentence,
                                    Executive does hereby release the Released
                                    Parties from all claims, causes of action
                                    and liabilities arising from or relating to:
                                    (i) his employment or other association with
                                    the Company



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                                    or with any Affiliate; (ii) any right which
                                    Executive has, had or may have had to
                                    receive any sum of money of the Company or
                                    of any Affiliate; (iii) any rights or claims
                                    which Executive may have against the Company
                                    or any Affiliate for any cause whatsoever;
                                    (iv) any claims for salary, bonuses,
                                    vacation pay, fringe benefits, director's
                                    fees, business expenses and allowances or
                                    severance pay; (v) claims based on oral or
                                    written contracts; (vi) claims arising under
                                    any federal or state statutes, including but
                                    not limited to, claims asserting
                                    discrimination on account of age, race,
                                    color, sex, religion, national origin or
                                    veteran or handicap status and claims under
                                    the Age Discrimination in Employment Act of
                                    1967 ("ADEA"), as amended, ERISA, Title VII
                                    of the 1964 Civil Rights Act and the Older
                                    Worker Benefit Protection Act; (vii) claims
                                    for damages for breach of contract or
                                    implied contract; (viii) claims based on
                                    personal injury, including without
                                    limitation, infliction of emotional
                                    distress; (ix) wrongful termination or
                                    breach of covenant of good faith and fair
                                    dealing; (x) claims asserting defamation,
                                    interference with contract or business
                                    relationships or promissory estoppel; and
                                    (xi) claims relating to Executive's
                                    ownership, acquisition and/or sale of
                                    Company stock.

                  Executive covenants and agrees that he will never assert a
claim or institute any cause of action or file a charge based on claims, causes
of action and liabilities of every kind and description whatsoever, known and
unknown, foreseen and unforeseen, suspected and unsuspected, asserted or
unasserted, which Executive


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has or may have against the Company, any Affiliate, or any other Released Party
by reason of any fact, matter or thing from the beginning of the world to the
date of this Agreement (except for Retained Claims) with any court of law or
administrative tribunal, and further agrees that should he violate the foregoing
covenant not to sue by asserting a claim, instituting an action or filling a
charge against the Company, any Affiliates, or any other Released Party which is
prohibited under this Agreement, Executive will pay all of Company's costs and
expenses (including, without limitation, attorneys' fees) of defending against
the suit incurred by the Company or any other Released party. Executive
acknowledges and agrees that the monetary benefits provided in this Agreement
constitute sufficient consideration for the Release and Covenant Not to Sue
contained herein, that there are substantial benefits to Executive, and
Executive further acknowledges that he has voluntarily and knowingly entered
into this Agreement with an understanding of its terms and meanings.

                  Executive acknowledges that the Company has notified him that,
under federal law: (i) Executive has twenty-one (21) days from the date of
receipt by Executive of this Agreement to consider and release and covenant not
to sue solely with respect to claims arising under the ADEA; and (ii) the
release of claims and covenant not to sue under the ADEA are not enforceable for
a period of seven (7) days following the execution by Executive of this
Agreement ("ADEA Waiting Period") and may be revoked by Executive during such
time. Revocation of the release of claims under ADEA may be effected by
Executive solely by notifying the Company in writing of his revoke and
delivering such notice to the Company within the aforesaid ADEA Waiting Period.
Such revocation shall not affect any of the other terms and provisions of this
Agreement.

                           B.       In consideration for Executive's agreements,
                                    obligations and covenants contained in this
                                    Agreement, the Company does hereby release
                                    and forever discharge Executive and his
                                    heirs, executors administrators, personal
                                    representatives, successors and permitted
                                    assigns, from all claims, causes of action
                                    and liabilities of every kind and
                                    description whatsoever, known and unknown,
                                    foreseen and unforeseen, suspected or
                                    unsuspected, asserted or unasserted, which
                                    the Company has



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                                    or may have against Executive by reason of
                                    any fact, matter or thing from the beginning
                                    of the world to the date of this Agreement,
                                    except for claims arising out of the breach
                                    by Executive of any of his obligations,
                                    representations, warranties and covenants
                                    under this Agreement. Without limiting the
                                    generality of the preceding sentence, the
                                    Company does hereby release Executive from
                                    all claims, causes of action and liabilities
                                    arising from or relating to Executive's
                                    previous employment (including his services
                                    as a director) with the Company and/or the
                                    circumstances giving rise to the execution
                                    and delivery of this Agreement. The Company
                                    covenants and agrees that it will never
                                    assert or institute any cause of action or
                                    file a charge arising from or relating to
                                    Executive's previous employment with the
                                    Company and/or the circumstances giving rise
                                    to the execution and delivery of this
                                    Agreement, and further agrees that should
                                    the Company violate the foregoing covenant
                                    not to sue by instituting an action or
                                    filing a charge against Executive which is
                                    prohibited under this Agreement, Company
                                    will pay all costs and expenses (including,
                                    without limitation, attorneys' fees) of
                                    defending against the suit incurred by
                                    Executive.

         5.       INDEMNIFICATION. The Company agrees to indemnify the Executive
                  from and against any loss, expense, damage or injury suffered
                  or sustained by Executive by reason of any acts, omissions
                  arising out of his activities on behalf of the Company or in
                  furtherance of the interests of the Company, including, but
                  not limited to, any judgment, award,



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                  settlement, reasonable attorney's fees and other costs or
                  expenses incurred in connection with the defense of any actual
                  or threatened action, proceeding or claim; providing that the
                  acts, omissions or alleged acts or omissions, upon which such
                  actual or threatened action, proceeding or claims is based
                  were not performed or omitted fraudulently or in bad faith or
                  as a result of willful misconduct by Executive or as a result
                  of a breach of fiduciary duty; and provided that Executive
                  reasonably believed that the acts, omissions or alleged acts
                  or omissions were in the best interests of the Company and/or
                  its Affiliates.

         6.       NON-COMPETITION; TERMINATION OF EXISTING EMPLOYMENT AGREEMENT.
                  By this Agreement, the parties agree that the termination of
                  the Employment Agreement occurred on February 2, 2002.
                  Notwithstanding the terms of the Employment Agreement, the
                  non-competition provision of Section 6.1 thereof shall
                  terminate as of the Effective Date.

         7.       STOCK OPTIONS. The parties confirm that as of the Effective
                  Date, all of Executive's unexercised, non-vested or vested
                  stock options for Common Stock of the Company have expired.

         8.       CONFIDENTIALITY. Executive agrees to keep the substance of the
                  negotiations and the terms and conditions of this Agreement
                  strictly confidential. Executive further agrees not to
                  disclose the substance of the negotiations or the terms and
                  conditions of this Agreement, except to his tax, financial
                  and/or legal advisors or members of his immediate family, each
                  of whom will also have an obligation of confidentiality.

         9.       NON-DISPARAGEMENT. The Company agrees not to disparage
                  executive's professional or personal reputation. Executive
                  agrees not to disparage the Company or the professional or
                  personal reputation of any Company officer, director or
                  employee.

         10.      MISCELLANEOUS.



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                  A. NOTICES. All notices, request, demands or other
communications hereunder must be in writing executed by an authorized
representative of the party responsible therefor, and must be given either by
hand delivery or telecopy or other telecommunications device capable of creating
a written record (confirmed by registered or certified mail or by overnight
courier):

                  If to Company:   Mazel Stores, Inc.
                                   200 Helen Street
                                   South Plainfield, NJ 07080
                                   ATTN:  Peter J. Hayes
                                   Telecopier Number:  (908) 222-9741

                  With a copy to:  Kahn, Kleinman, Yanowitz & Arnson Co., L.P.A.
                                   2600 Tower at Erieview
                                   1301 East Ninth Street
                                   Cleveland, Ohio  44114-1824
                                   Attention:  Michael A. Ellis, Esq.
                                   Telecopier Number:  (216) 623-4912

                  If to Executive: Brady Churches
                                   1677 Taylor Corner Circle
                                   Columbus, Ohio  43004
                                   Telecopier Number:  (614) 239-2331

                  With a copy to:  Shayne & Greenwald Co., L.P.A.
                                   221 S. High Street
                                   Columbus, Ohio  43215
                                   Attention:  Gary D. Greenwald, Esq.
                                   Telecopier Number:  (614) 221-4070

                  B. COUNTERPARTS. This Agreement may be executed simultaneously
                     in two or more counterparts, each of which shall be deemed
                     an original, but all of which together shall constitute one
                     and the same instrument.'

                  C. ENTIRE AGREEMENT. This Agreement sets forth the entire
                     agreement and understanding between the parties with
                     respect to the subject matter hereof and supersedes and
                     cancels any and all prior discussions, correspondence,
                     agreements or understandings (whether oral or written)
                     between the parties hereto with respect to such matters,
                     including, but not limited to, the Employment Agreement
                     (which shall be null and


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                     void and of no further force and effect).

                  D. BINDING EFFECT/NON-ASSIGNABILITY. This Agreement shall
                     inure to the benefit of and shall bind the Company and its
                     successors and assigns (whether by way of sale of assets,
                     merger, consolidation, combination, reorganization,
                     bankruptcy or other proceedings), and Executive, his heirs,
                     representatives, successors and permitted assigns.
                     Notwithstanding anything herein contained to the contrary,
                     this Agreement and the rights and obligations of Executive
                     hereunder are personal to Executive and may not be assigned
                     or delegated to any Third Party.

                  E. SEVERABILITY. All provisions of this Agreement are intended
                     to be severable. In the event any provision or restriction
                     contained herein is held to be invalid or unenforceable in
                     any respect, in whole or in part, such finding shall in no
                     way affect the Agreement. The parties hereto further agree
                     that any such invalid or unenforceable provision shall be
                     deemed modified so that it shall be enforced to the
                     greatest extent permissible under law, and to the extent
                     that any court of competent jurisdiction determines any
                     restriction herein to be overly broad or unenforceable,
                     such court is hereby empowered and authorized to limit such
                     restriction so that it is enforceable for the longest
                     duration of time and greatest scope possible.

                  F. GOVERNING LAW/JURISDICTION AND VENUE. This Agreement shall
                     be governed by and construed in accordance with the laws of
                     the State of Ohio. Any claim or action arising hereunder
                     shall be settled before a single arbitrator in Columbus,
                     Ohio under the commercial rules of the American Arbitration
                     Association then in effect, and judgment upon such award
                     rendered by the arbitrator may be entered in any court of
                     competent jurisdiction. The arbitrators' fee shall be split
                     equally among the parties.

         IN WITNESS WHEREOF, the parties hereto have set their hands as of the
date written above.

                                             MAZEL STORES, INC.


                                             By:
                                                  ------------------------------
                                                  Peter J. Hayes,
                                                  Chief Executive Officer




                                             ----------------------------------
                                             BRADY J. CHURCHES


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