FIFTH AMENDMENT TO EMPLOYMENT AGREEMENT
This Fifth Amendment to Employment Agreement is made and entered into as of March 31, 1999, by and
between PriceSmart, Inc., a Delaware Corporation ("Employer") and Robert M. Gans ("Executive").
A) On September 20, 1994 an Employment Agreement was made and entered into by and between Executive
and Employer's Assignor, Price Enterprises, Inc.
B) On April 11, 1996, Section 2.3 of the Employment Agreement was amended, such that Executive became
entitled to three weeks paid vacation each year.
C) On July 23, 1996, Section 2.1 of the Employment Agreement was amended, such that Executive's annual
base salary was increased to $175,000.
D) On April 28, 1997, Section 3.1 of the Employment Agreement was amended, such that Executive's
employment term was extended to October 16, 1998.
E) On August 29, 1997, the Employment Agreement and amendments thereto were assigned by Price
Enterprises, Inc. to Employer.
F) On September 2, 1997, Section 3.1 of the Employment Agreement was amended, such that Executive's
employment term was extended to October 16, 2000.
G) Employer and Executive now desire to further amend the Employment Agreement, as set forth hereinbelow:
1) Section 4.1 of the Employment Agreement, which currently provides:
Upon termination of this Agreement under Section 3.3 (Early Termination by Executive), Section 3.4
(Termination for Cause) or Section 3.5 (Termination Due to Death or Disability), all salary and benefits of
Executive hereunder shall cease immediately. Upon termination of this Agreement by Employer for any reason
other than those set forth in
Section 3.4, Executive shall be entitled to the continuation of Executive's base salary for the remainder of the
Employment Term, payable in equal installments in conformity with Employer's normal payroll period, and to
inclusion in Employer's Stock Plan, profit sharing and retirement plan, and medical plan for the remainder of the
Employment Term. Durin