EXECUTIVE EMPLOYMENT AGREEMENT
This Executive Employment Agreement (the “Agreement”) is made as of the 22 nd day of April, 2002 (the “Effective Date”)
between THE KROGER CO ., an Ohio corporation (“Employer”), and W. RODNEY McMULLEN (“Executive”).
A. Executive is currently serving as Executive Vice President, Strategy, Planning and Finance, of Employer, and Employer
desires to secure the continued employment of Executive in accordance with this Agreement.
B. Executive is willing to continue to remain in the employ of Employer, and any successor to Employer, on the terms and
conditions set forth in this Agreement.
C. The parties intend that this Agreement will replace and supersede any and all prior employment agreements between
Employer and Executive.
In consideration of the foregoing premises, the mutual covenants and agreements set forth herein, and other good and
valuable consideration, the sufficiency and receipt of which is hereby acknowledged by the parties, the parties agree as follows:
1. Employment . By this Agreement, Employer and Executive set forth the terms of Employer’s employment of
Executive on and after the Effective Date. Any prior agreements or understandings with respect to Executive’s employment by
Employer are canceled as of the Effective Date.
2. Term of Agreement . The term of this Agreement shall be the three-year period commencing on the Effective Date
and ending at 11:59 p.m. on September 27, 2004. Notwithstanding the foregoing, the term of this Agreement is subject to
termination as provided in Section 8.
3. Duties :
A. Executive will serve as Executive Vice President, Strategy, Planning and Finance of Employer or in such other
equivalent capacity as may be designated by the Board of Directors of Employer, and he will have such responsibilities, duties
and authority as are customary for someone of that position.
B. Executive shall furnish such m