UNIFIED WESTERN GROCERS INC
SEVERANCE AGMT FOR OFFICERS W/LESS THAN 3 YRS
<DOCUMENT>
<TYPE>EX-10.50
<SEQUENCE>3
<FILENAME>dex1050.txt
<DESCRIPTION>SEVERANCE AGMT FOR OFFICERS W/LESS THAN 3 YRS
<TEXT>

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                                                                   EXHIBIT 10.50

                              SEVERANCE AGREEMENT

                FOR VICE PRESIDENTS AND SENIOR VICE PRESIDENTS,
           AND EXECUTIVE VICE PRESIDENTS WITH LESS THAN THREE YEARS
                            IN AN OFFICER POSITION


THIS AGREEMENT (the "Agreement") is made and entered into as of this 12/th/ day
of March, 2001, by and between Unified Western Grocers, Inc. (the "Company")
located at 5200 Sheila Street Commerce, California 90040 and ((name)) (the
"Executive").

WHEREAS, the Company considers the establishment and maintenance of a sound and
vital management to be essential to protecting and enhancing the best interests
of the Company and its shareholders; and

WHEREAS, the Executive's position has been determined to be an important part of
the senior management team of the Company; and

WHEREAS, the Company recognizes that the possibility of termination due to
Change of Control, Good Reason or without cause creates uncertainty among
management personnel of the Company and may result in the departure or
distraction of management personnel, all to the detriment of the Company and its
shareholders.

NOW, THEREFORE, in consideration of the promises and of the mutual covenants
herein contained, the following is an agreement to provide severance benefits to
the Executive, pursuant to a severance plan generally benefiting selected
similarly situated executives, in the event the Executive's employment with the
Company is terminated under the circumstances described herein.

1.   Right to Terminate.  The Company or the Executive may terminate the
     ------------------
     Executive's employment at any time, subject to the Company providing the
     benefits hereinafter specified in accordance with the terms and eligibility
     requirements of this Agreement. Nothing contained in this Agreement is
     intended to be nor should be construed to create a contract of employment
     for a specified period of time, or otherwise change or alter the at-will
     nature of the Executive's employment with the Company.

2.   Eligibility Requirements.  The Executive shall be entitled to the benefits
     ------------------------
     provided in Section 5 upon his termination of employment from the Company
     subject to the following terms and conditions:

     (a)  The Company must have employed him as an Officer immediately prior to
          the date of this Agreement, and "Officer" shall mean officers of the
          Company as designated as such by and elected by the Board of Directors
          of the Company.

     (b)  his termination is caused:

          (i)    by the Company other than for Cause or death;

          (ii)   by disability as defined below;

          (iii)  by the Executive for Good Reason; or

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          (iv)   by the Executive within one (1) year of a Change of Control (as
                 all such capitalized terms are hereinafter defined).

     "Cause" means termination upon (i) the willful and continued failure by the
     Executive to perform substantially his duties (other than any such failure
     resulting from the Executive's incapacity due to physical or mental
     illness), after demand for substantial performance is delivered in writing
     by the Company to the Executive that specifically identifies the manner in
     which the Company believes the Executive has not substantially performed
     his duties, (ii) the willful engaging by the Executive in illegal or
     fraudulent misconduct which is materially injurious to the Company, or
     (iii) the willful material breach of the Confidentiality and
     Nonsolicitation Agreement set forth in Section 7.  No act, or failure to
     act, on the Executive's part shall be considered "willful" unless done, or
     omitted to be done, by him not in good faith and without reasonable belief
     that his action or omission was in the best interest of the Company.

     "Disability" means the Executive's incapacity due to physical or mental
     illness to perform substantially his duties on a full-time basis for six
     (6) consecutive months and, within thirty (30) days after a notice of
     termination is thereafter given by the Company, the Executive shall not
     have returned to the full-time performance of the Executive's duties.
     However, if the Executive shall not agree with the determination to
     terminate him because of Disability, the question of the Executive's
     disability shall be subject to the certification of a qualified medical
     doctor agreed to by the Company and the Executive or Executive's legal
     representative, in the event of the Executive's incapacity to designate a
     doctor.  In the absence of an agreement between the Company and the
     Executive, each party shall nominate a qualified medical doctor and the two
     doctors shall select a third doctor, who shall make the determination as to
     Disability.

     "Good Reason" means (i) an adverse change in the Executive's status or
     position(s), in effect immediately prior to the date of this Agreement, or
     (ii) a reduction in the Executive's base salary; provided, however, that
     any such basis for Good Reason shall be recognized only if the Executive
     has provided the Company written notice of the existence of such Good
     Reason within ninety (90) days of its first occurrence and the Company has
     failed to correct the matter within thirty (30) days of such notice.

     "Change of Control" means any of (i) the acquisition by any person, entity
     or group within the meaning of Section 13(d) or 14(d) of the Securities and
     Exchange Act of 1934, of beneficial ownership of more than fifty percent
     (50%) of the outstanding Class A Shares of Unified Western Grocers, Inc.;
     (ii) if the individuals who presently serve on the Board of Directors no
     longer constitute a majority of the members of the Company's Board of
     Directors; provided, however that any person who becomes a director
     subsequent to the commencement date of this Agreement who was elected to
     fill a vacancy by a majority of the Company's members shall be considered
     as if a member prior to the commencement date of this Agreement; and (iii)
     a liquidation or dissolution of the Company or the sale of all or
     substantially all of the assets of the Company.

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     The Executive will not be deemed to have been terminated without Cause by
     the Company and entitled to severance benefits under this Agreement merely
     by reason of the acquisition of the Company, if the Executive continues to
     be employed by any successor entity described in Section 8(a).  This
     provision, however, will not affect the right of the Executive to receive
     benefits due to a termination caused by the Executive for Good Reason or a
     Change in Control under Sections 2(b)(iii) and (iv).

3.   Notice of Termination.  Any purported termination by the Company or by the
     ---------------------
     Executive shall be communicated by written Notice of Termination to the
     other party hereto.  For purposes of this Agreement, a "Notice of
     Termination" means a notice indicating the specific termination provision
     in this Agreement relied upon.

4.   Date of Termination.  "Date of Termination" means the date set forth by
     -------------------
     written Notice of Termination or, if none, then by mutual written agreement
     of the parties.

5.   Benefits Upon Termination

     (a)  Subject to Section 9 hereof, if the Executive's termination of
          employment with the Company satisfies the conditions set forth in
          Section 2, then the Executive will be paid the equivalent of twelve
          (12) month's pay based on an amount equal to the Executive's highest
          annual base salary during the three year period immediately prior to
          the Date of Termination, plus an amount equal to one (1) times the
          highest annual incentive bonus paid during the three year period prior
          to the Date of Termination. The Executive's severance benefits shall
          be paid in one of the following manners elected by the Executive: (1)
          within thirty (30) days of the Date of Termination, (2) within ten
          (10) business days of January 1 of the year following the Date of
          Termination, (3) as salary continuation with equal weekly payments
          during the twelve (12) month term of the severance, or (4) through the
          purchase of an annuity that has a value equal to the total severance
          benefit. The Executive shall make this payment election within twenty-
          one (21) days of the Date of Termination. If the Executive fails to
          make an election, payments will be made as outlined in option (1),
          within thirty (30) days of the Date of Termination. Payments made
          under this subsection (a) shall not be taken into account under any
          other retirement plan of the Company.

     (b)  With respect to the Executive's continued coverage under the Company's
          health insurance plan, or successor plan, the Executive's "qualifying
          event" for purposes of the Consolidated Omnibus Budget Reconciliation
          Act of 1985 ("COBRA") shall be his Date of Termination from the
          Company. If the Executive elects to continue health plan coverage
          pursuant to COBRA, the Company shall pay the Executive's COBRA
          premiums for a period terminating on the earlier of (i) twelve (12)
          months from the Date of Termination or (ii) the cessation of COBRA
          eligibility and coverage for the Executive (without regard to any
          other COBRA qualified beneficiary). The Company's obligation with
          respect to subsection (b)

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          shall continue only if the Executive satisfies on a timely basis all
          of his obligations under COBRA. As applicable, continued coverage
          under this subsection (b) shall be coordinated with corresponding
          benefits that the Executive may be eligible to receive under the
          Officer Retiree Medical Plan.

     (c)  All unpaid benefits set forth in this section shall be forfeited if
          the Executive violates any material provision of this Agreement
          including, without limitation, the Confidentiality and Nonsolicitation
          Agreement set forth in Section 7.

     (d)  If the Executive's termination of employment with the Company does not
          satisfy the conditions set forth in Section 2, no payment or benefits
          shall be provided under this Agreement. This Agreement does not, and
          is not intended to, limit any rights or benefits of the Executive
          pursuant to any other non-severance type plan, policy or written
          agreement; provided, however, that this Agreement is intended to be
          the sole agreement governing severance-type benefits. Under no
          circumstances will the Executive be entitled to or eligible for any
          other severance type benefits from the Employer, including any
          obligations that existed under any prior agreements including but not
          limited to prior severance agreements or under the Unified Western
          Grocers' Separation Payment Program.

6.   No Obligation to Mitigate. The Executive is under no obligation to mitigate
     -------------------------
     damages in the amount of any payment provided for hereunder by seeking
     other employment or otherwise. Subject to section 5(b), the amount of any
     payment provided for in this Agreement shall not be reduced, offset or
     subject to recovery by the Company by reason of any compensation earned by
     the Executive as the result of employment by another employer after the
     Date of Termination, or otherwise.

7.   Confidentiality and Nonsolicitation Agreement.
     ---------------------------------------------

     (a)  The Executive acknowledges that in the course of his employment by the
          Company, he will have access to and become informed of confidential
          and secret information which is a competitive asset of the Company
          ("Confidential Information"), including (i) the terms of any agreement
          between the Company and any employee, customer or supplier, (ii)
          pricing strategy, (iii) product development strategies, (iv) personnel
          training and development programs, (v) financial results, (vi)
          strategic plans and demographic analyses, (vii) proprietary computer
          and systems software, and (viii) any confidential non-public
          information received from the Company concerning the Company, its
          employees, suppliers and customers.

     (b)  The Executive agrees that he will keep all Confidential Information in
          strict confidence during the term of his employment by the Company and
          thereafter and will never make known, divulge, reveal, furnish, make
          available, or use any Confidential Information (except in the course
          of his regular authorized duties on

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          behalf of the Company). The Executive agrees that the obligations of
          confidentiality hereunder shall survive termination of his employment
          at the Company regardless of any actual or alleged breach by the
          Company of this Agreement and shall continue for one (1) year
          following such termination provided that such obligation shall
          terminate earlier (i) as to specific information that shall have
          become known through no fault of the Executive or (ii) as to
          Confidential Information which the Executive is required by law to
          disclose (after giving the Company notice and an opportunity to
          contest such requirement). The Executive's obligations under this
          Section 7 are in addition to, and not in limitation or preemption of,
          any other obligation of confidentiality which the Executive may have
          to the Company under general legal or equitable principles.

     (c)  Except in the ordinary course of the Company's business, the Executive
          has not made, nor shall at any time following the date of this
          Agreement, make or cause to be made, any copies, pictures, duplicates,
          facsimiles, or other reproductions or recordings or any abstracts or
          summaries including or reflecting Confidential Information. All such
          documents and other property furnished to the Executive by the Company
          or otherwise acquired or developed by the Company shall at all times
          be the property of the Company. Upon termination of the Executive's
          employment by the Company, the Executive will immediately return to
          the Company any such documents or other property of the Company which
          are in the possession, custody or control of the Executive.

     (d)  In the event of the Executive's termination of employment at the
          Company, the Executive agrees that he will not in any capacity, on his
          own behalf or on behalf of any other firm, person, or entity, for a
          period of one (1) year, solicit, or assist in the solicitation of, any
          employee of the Company to terminate his or her employment with the
          Company.

     (e)  The Executive acknowledges and agrees that a violation of the
          foregoing provisions of this Section 7 (referred to collectively as
          the "Confidentiality and Nonsolicitation Agreement") that results in
          material detriment to the Company would cause irreparable harm to the
          Company, and that the Company's remedy at law for any such violation
          would be inadequate. In recognition of the foregoing, the Executive
          agrees that, in addition to any other relief afforded by law or this
          Agreement, including damages sustained by a breach of this Agreement
          and forfeiture of any and all compensation or benefit otherwise
          provided under Section 5, and without any necessity or proof of actual
          damages, the Company shall have the right to enforce this
          Confidentiality and Nonsolicitation Agreement by specific remedies,
          which shall include, among other things, temporary and permanent
          injunctions, it being the understanding of the undersigned parties
          hereto that damages, the forfeitures described above and injunctions
          shall all be proper modes of relief and are not to be considered as
          alternative remedies.

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8.   Successors; Binding Agreement.
     -----------------------------

     (a)  The Company will require any successor (whether direct or indirect, by
          purchase, merger, consolidation, reorganization or otherwise) by
          agreement in form and substance satisfactory to the Executive,
          expressly to assume and agree to perform this Agreement in the same
          manner and to the same extent the Company would be required to perform
          if no such succession had taken place.

     (b)  This Agreement shall inure to the benefit of and be enforceable by the
          Executive's personal or legal representatives, executors,
          administrators, successors, heirs, distributees, devisees, and
          legatees. If the Executive should die while any amount would still be
          payable to the Executive hereunder if he had continued to live, all
          such amounts, unless otherwise provided herein, shall be paid in
          accordance with the terms of this Agreement to the Executive's
          devisee, legatee, or other designee, or if there be no such designee,
          to the Executive's estate.

     (c)  This Agreement, and all of the provisions hereof, shall be binding
          upon the Company and all of its affiliates, successors, transferees,
          or surviving or continuing entity.

9.   Taxes.
     -----

     (a)  All payments to be made to the Executive under this Agreement will be
          subject to required withholding of federal, state, and local income
          and employment taxes.

     (b)  Notwithstanding anything in the foregoing to the contrary, if any of
          the payments provided for in this Agreement, together with any other
          payments which the Executive has the right to receive from the
          Company, would constitute an "excess parachute payment" (as defined in
          Internal Revenue Code (S) 280G(b)(2) as it may be amended), payments
          pursuant to this Agreement shall be reduced by an amount sufficient to
          avoid the payment of an excess parachute payment; provided, however,
          that the determination as to whether any reduction in the payments
          otherwise owing under this Agreement pursuant to this provision is
          necessary shall be made jointly by the Executive and the Company in
          good faith, based on then-effective final and proposed Treasury
          regulations, and published rulings; provided further, that an
          independent qualified national accounting firm selected by mutual
          agreement of the parties shall provide conclusive calculations in the
          event the parties cannot jointly agree.

10.  Notice.  For purposes of this Agreement, notices and all other
     ------
communications provided for in the Agreement shall be in writing and shall be
deemed to have been duly given when delivered by United States registered or
certified mail, return receipt requested, postage prepaid and addressed, in the
case of the Company, to the address set forth on the

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     first page of this Agreement or, in the case of the undersigned Executive,
     to the address set forth below his signature, provided that all notices to
     the Company shall be directed to the attention of the Chief Executive
     Officer of the Company, with a copy to the Secretary of the Company, or to
     such other address as either party may have furnished to the other in
     writing in accordance herewith, except that notice of change of address
     shall be effective only upon receipt.

11.  Validity.  The invalidity or unenforceability of any provision of this
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     Agreement shall not affect the validity or enforceability of any other
     provision of this Agreement, which shall remain in full force and effect.

12.  Entire Agreement.  This Agreement contains the entire agreement of the
     ----------------
     parties and supersedes any and all other agreements, either oral or in
     writing between the parties hereto with respect to the subject matter
     hereof and contains all of the covenants and agreements between the parties
     with respect to such subject matter.

13.  Miscellaneous.  No provision of this Agreement may be modified, waived or
     -------------
     discharged unless such waiver, modifications or discharge is agreed to in
     writing signed by the Executive and the Chief Executive Officer of the
     Company. No waiver or any breach of any term or provision of this Agreement
     shall be construed to be, nor shall be, a waiver of any other breach of
     this Agreement. No waiver shall be binding unless in writing signed by the
     party waiving the breach. Unless otherwise noted, references to "Sections"
     are to sections of this Agreement. The captions used in this Agreement are
     designed for convenient reference only and are not to be used for the
     purpose of interpreting any provision of this Agreement.

14.  Enforceability.  Notwithstanding any other provision of this Agreement, to
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     the extent that any payment to be made pursuant to this Agreement is
     prohibited by applicable federal or state law or regulation, or by any
     action of any federal or state regulatory agencies, unless the Company has
     obtained prior approval for such otherwise prohibited payment from the
     appropriate regulatory authority, the Company shall not be obligated to
     make such payments under this Agreement. No other employee shall be
     entitled to severance benefits under the plan described in Section 15, and
     of which this Agreement is a part, unless such employee has been promised
     such severance benefits under a separate written agreement.

15.  Agreement Part of ERISA Plan.   This Agreement is made pursuant to a
     -----------------------------
     Company-sponsored severance plan covering selected Company Vice Presidents,
     Senior Vice Presidents and Executive Vice Presidents with less than 3 years
     of service. All of the terms of the plan that relate to the Executive are
     contained in this Agreement. Although the plan (including the Agreement) is
     generally subject to the provisions of the Employee Retirement Income
     Security Act of 1974 ("ERISA"), the eligible employees constitute a select
     group of management or highly compensated employees. Accordingly, the plan
     is exempt from the reporting and disclosure provisions of ERISA pursuant to
     ERISA

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     Regulation (S)2520.104-24. In the event of a dispute, the claims procedures
     set forth in Section 16 shall apply unless both parties agree to settle the
     dispute through arbitration. The Company may amend or terminate the plan of
     which this Agreement is a part; provided, however, that the plan may not be
     amended or terminated unilaterally by the Company if such amendment or
     termination would result in some or all benefits not being paid as the
     terms of the Agreement provide as of the effective date set forth below."

16.  Claims Procedure.  If the Executive believes that severance benefits are
     ----------------
     not being paid as this Agreement provides, he must file a claim with the
     Company's Vice President, Human Resources. The parties shall attempt to
     resolve the matter during the 30-day period beginning on the date such
     claim is filed. Only after the 30-day period has expired may an action in
     court be filed.

IN WITNESS WHEREOF, the parties hereto have caused this agreement to be duly
executed as of the date set forth below.

UNIFIED WESTERN GROCERS, INC.


Agreed to this 12th day of March, 2001.



By: ___________________________
             Signature

     Name:  Alfred A. Plamann
            -----------------

     Title: President & Chief Executive Officer
            -----------------------------------


"The Executive" Agreed to this _____ day of ____________, 2001.


By: ___________________________
             Signature

     Name:  ((name))
            --------

     Title: ((title))
            ---------


                                  Executive's Address: _________________________

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