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THIS EMPLOYMENT AGREEMENT (the "Agreement") is made and entered into as of January 16, 2002 by and between
PriceSmart, Inc., a Delaware corporation ("Employer"), and William Naylon, ("Executive").
A. Employer currently employs Executive as Executive Vice President and desires to employ Executive as Executive Vice
President and Chief Operating Officer of Employer.
B. Executive desires to accept such position upon the terms and subject to the conditions herein provided.
C. This Agreement replaces and supercedes the Employment Agreement dated February 1, 2000, a First Amendment to
Employment Agreement dated January 24, 2001, and a Second Amendment to Employment Agreement dated June 1, 2001.
TERMS AND CONDITIONS
NOW, THEREFORE, in consideration of the foregoing premises and mutual covenants and conditions hereinafter set forth,
and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties hereto
agree as follows:
EMPLOYMENT AND DUTIES
1.1 Position and Duties. Executive shall serve as Executive Vice President and Chief Operating Officer of Employer.
Executive shall have such duties and authority as are customary for, and commensurate with, such position, and such other
related duties and authority as may from time to time be delegated or assigned to him by the Chief Executive Officer or the Board
of Directors of Employer. Executive shall discharge his duties in a diligent and professional manner.
1.2 Outside Business Activities Precluded. During his employment, Executive shall devote his full energies, interest,
abilities and productive time to the performance of this Agreement. Executive shall not, without the prior written consent of
Employer, perform other services of any kind or engage in any other business activity