Employment Agreement (2019)Full Document 

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This Employment Agreement (this “Agreement”) is made as of March 4, 2019 (the “Execution Date”), between PriceSmart, Inc., a Delaware corporation (the “Company”), and Sherry S. Bahrambeygui (the “Executive”).

WHEREAS, the Company previously retained the Executive as its Interim Chief Executive Officer in accordance with the Employment Agreement between the Company and the Executive, dated November 20, 2018 (the “Prior Agreement”).

WHEREAS, the Company desires to retain the Executive, and the Executive desires to be retained and employed by the Company, as the Company’s Chief Executive Officer on the terms contained in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Position and Duties.

a. The Executive shall serve as the Company’s Chief Executive Officer, reporting to the Company’s Board of Directors (the “Board”).

b. The Executive shall perform those services customary to this office and such other lawful duties that the Board may reasonably assign to her. The Executive shall devote all of her business time and best efforts to the performance of her duties under this Agreement and shall be subject to, and shall comply with, the Company’s policies, practices and procedures and all codes of ethics or business conduct applicable to her position, as in effect from time to time. Notwithstanding the foregoing, the Executive shall be entitled to (i) serve as a member of the board of directors of a reasonable number of other companies, subject to the advance approval of the Board, which approval shall not be unreasonably withheld, (ii) serve on civic, charitable, educational, religious, public interest or public service boards, subject to the advance approval of the Board, which approval shall not be unreasonably withheld, and (iii) manage the Executive’s personal and family investments, in each case, to the extent such activities do not materially interfere, as determined by the Board in good faith, with the performance of the Executive’s duties and responsibilities hereunder.

2. Term. This Agreement and the Executive’s employment pursuant to this Agreement shall begin on January 30, 2019 (the “Effective Date”) and end on August 31, 2020 (the “Expiration Date”), unless terminated earlier by the Company or the Executive pursuant to Section 4 of this Agreement (the “Term”). This Agreement shall renew automatically for successive one-year Terms commencing on the day following the Expiration Date and ending on the anniversary of Expiration Date (which date will become the new Expiration Date), unless either the Company or Executive notifies the other, in writing and in accordance with Section 17 herein, at least sixty (60) days prior to the Expiration Date, that either the Company or Executive wishes to terminate this Agreement (in which case this Agreement shall terminate in accordance with Section 4(a)).

3. Compensation and Related Matters.

a. Base Salary. For the period during the Term following the Execution Date, the Executive’s annual base salary shall be $1,000,000 (the “Base Salary”). The Base Salary shall be payable

in accordance with the Company’s normal payroll procedures in effect from time to time and may be increased, but not decreased, at the discretion of the Company.

b. Transition Payment. The Company shall pay the Executive an amount equal to $27,960.22 (the “Transition Payment”). The Transition Payment will be payable in a single lump sum on the first payroll date following the Execution Date.

c. Bonus.

(i) The Executive shall be eligible to receive for each fiscal year ending during the Term an annual performance-based bonus (the “Bonus”). The target bonus opportunity for each fiscal year is anticipated to be $500,000, payable in cash in accordance with, and subject to the terms and conditions of, the Company’s bonus or other cash incentive program (each, a “Bonus Program”), if either (or both) are then applicable to the Executive. The actual target Bonus for each fiscal year and the actual amount of any Bonus awarded, if any, shall be determined by the Compensation Committee of the Board (the “Committee”), subject to the Committee’s discretion acting in good faith with consideration of all applicable facts and circumstances existing at that time and based on the achievement of performance metrics established by the Committee for the applicable fiscal year, which initially will be allocated 50% to financial metrics and 50% to specific operational or strategic goals set by the Committee in its discretion. The Committee will establish the performance metrics for each fiscal year, together with the applicable range of estimated payouts denominated in dollars (threshold, target and maximum amount), within sixty (60) days following the start of the fiscal year. Over time, the Committee may evolve the Bonus metrics to be wholly or predominantly financial.

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