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<SEC-DOCUMENT>0000105418-06-000016.txt : 20060324
<SEC-HEADER>0000105418-06-000016.hdr.sgml : 20060324
<ACCEPTANCE-DATETIME>20060324170336
ACCESSION NUMBER:		0000105418-06-000016
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		1
CONFORMED PERIOD OF REPORT:	20060323
ITEM INFORMATION:		Entry into a Material Definitive Agreement
FILED AS OF DATE:		20060324
DATE AS OF CHANGE:		20060324

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			WEIS MARKETS INC
		CENTRAL INDEX KEY:			0000105418
		STANDARD INDUSTRIAL CLASSIFICATION:	RETAIL-GROCERY STORES [5411]
		IRS NUMBER:				240755415
		STATE OF INCORPORATION:			PA
		FISCAL YEAR END:			1226

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-05039
		FILM NUMBER:		06709927

	BUSINESS ADDRESS:	
		STREET 1:		1000 S SECOND ST
		STREET 2:		PO BOX 471
		CITY:			SUNBURY
		STATE:			PA
		ZIP:			17801
		BUSINESS PHONE:		570-286-4571

	MAIL ADDRESS:	
		STREET 1:		1000 S SECOND ST
		STREET 2:		PO BOX 471
		CITY:			SUNBURY
		STATE:			PA
		ZIP:			17801
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>weis8k03242006.htm
<DESCRIPTION>EMPLOYEMENT AND BENEFIT AGREEMENTS
<TEXT>
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<head>
    <meta name="Generator"
          content="Lotus Word Pro">

    <title>Weis Markets, Inc. Form 8-K</title>
</head>

<body bgcolor="#FFFFFF">
    <p align="center"><font face="Times New Roman"><b>UNITED
    STATES<br clear="left">
     SECURITIES AND EXCHANGE&nbsp;COMMISSION<br clear=
    "left"></b></font>Washington, D.C. 20549<font size="3"
          face="Times New Roman"><b><br clear=
          "left"></b></font></p>

    <p align="center"><font size="4"
          face="Times New Roman"><b>FORM 8-K</b></font></p>

    <p align="center"><font size="3"
          face="Times New Roman"><b>CURRENT REPORT<br clear="left">
     Pursuant to Section 13 OR 15(d) of The Securities Exchange Act
    of 1934</b><br clear="left"></font></p>

    <p align="center"><font size="3"
          face="Times New Roman"><b><u>March 23,
          2006</u></b></font></p>

    <p align="center"><font size="3"
          face="Times New Roman">Date of Report (Date of earliest
          event reported)<br clear="left">
     ______________________________________________________</font></p>

    <p align="center"><font size="5"
          face="Times New Roman"><b>WEIS MARKETS,
          INC.</b></font><font size="3"
          face="Times New Roman"><br clear="left">
     (Exact name of registrant as specified in its
    charter)<br clear="left">
     ______________________________________________________</font></p>

    <p align="center">&nbsp;</p>

    <p align="center"><font face=
    "Times New Roman"><b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <u>Pennsylvania</u></b>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <b><u>1-5039</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    <u>24-0755415</u></b><br clear="left"></font><font size="3"
          face="Times New Roman">(State or other
          jurisdiction&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Commission&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(IRS
          Employer<br clear="left">
     &nbsp;&nbsp;&nbsp;&nbsp; &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;of
    incorporation)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;File
    Number)&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Identification
    No.)<br clear="left"></font></p>

    <p align="center"><font face="Times New Roman"><b><u>1000 South
    Second Street, Sunbury, PA 17801</u></b><br clear="left">
     (Address of principal executive offices) (Zip
        Code)<br clear="left"></font></p>

    <p align="center"><font face="Times New Roman"><b><u>(570)
    286-4571</u></b><br clear="left">
     Registrant's telephone number, including area
        code<br clear="left"></font></p>

    <p align="center"><font face=
    "Times New Roman"><b><u>N/A</u></b><br clear=
    "left"></font>(Former name or former address, if changed since
    last report.)</p>

    <p align="center">&nbsp;</p>

    <p><font face="Times New Roman">Check the appropriate box below
    if the Form 8-K filing is intended to simultaneously satisfy
    the filing obligation of the registrant under any of the
    following provisions (see General Instruction A.2.
    below):</font></p>

    <p><font face="Times New Roman">[ ] Written communications
    pursuant to Rule 425 under the Securities Act (17 CFR
    230.425)<br clear="left">
     [ ] Soliciting material pursuant to Rule 14a-12 under the
    Exchange Act (17 CFR 240.14a-12)<br clear="left">
     [ ] Pre-commencement communications pursuant to Rule 14d-2(b)
    under the Exchange Act (17 CFR 240.14d-2(b))<br clear="left">
     [ ] Pre-commencement communications pursuant to Rule 13e-4(c)
    under the Exchange Act (17 CFR 240.13e-4(c))</font></p>

    <p style="PAGE-BREAK-BEFORE: always">&nbsp;</p>
    <hr align="center"
        width="100%"
        color="#999999"
        size="3">

    <p><font face="Times New Roman"><b>Item 1.01 Entry into a
    Material Definitive Agreement.</b></font></p>

    <p>The Company <font size="3">entered into an employment
    agreement with Norman S. Rich, President and Chief Executive
    Officer, on March 23, 2006,</font> <font size="3">commencing on
    January 1, 2006 and continuing thereafter through December 31,
    2008</font><font size="3">.</font> <font size="3">Effective as
    of January 1, 2006, this Agreement supersedes and replaces the
    Employment Agreement between the Company and Mr. Rich dated
    January 1, 2002.</font> <font size="3">A copy of the employment
    agreement is attached hereto as Exhibit 10.1 and is
    incorporated herein by this reference.</font><font size=
    "3"><br clear="left"></font></p>

    <p>The Company <font size="3">entered into a benefits agreement
    with Robert F. Weis, Chairman of the Board, on March 24,
    2006,</font> <font size="3">commencing immediately and
    continuing through December 31, 20</font><font size=
    "3">23.</font> <font size="3">A copy of the benefits agreement
    is attached hereto as Exhibit 10.2 and is incorporated herein
    by this reference.</font><font size="3"><br clear=
    "left"></font></p>
    <hr>

    <p align="center"><font face=
    "Times New Roman"><b>SIGNATURES</b></font></p>

    <p><font face="Times New Roman">Pursuant to the requirements of
    the Securities Exchange Act of 1934, the Registrant has duly
    caused this report to be signed on its behalf by the
    undersigned hereunto duly authorized.</font></p>

    <p align="right"><font face="Times New Roman">WEIS MARKETS,
    INC.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</font></p>

    <p><font face="Times New Roman">Dated:</font> March 24,
    2006</p>

    <p align="right"><font face="Times New Roman">By: <u>&nbsp;/s/
    William R.
    Mills&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</u>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br clear="left">
    </font> William R.
    Mills&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
    &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<br clear="left">

     Senior Vice President and
    Treasurer/CFO&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</p>

    <p align="right">&nbsp;</p>

    <p align="right">&nbsp;</p>

    <p style="PAGE-BREAK-BEFORE: always">&nbsp;</p>
    <hr align="center"
        width="100%"
        color="#999999"
        size="3">

    <p align="center"><b>EXHIBIT INDEX</b></p>

    <p align="center">&nbsp;</p>

    <table border="1"
           bordercolor="#000000"
           cellspacing="1"
           cellpadding="4"
           width="100%">
        <tr>
            <td width="21%"
                align="center"
                valign="top"><font face=
                "Times New Roman"><b><u>Exhibit&nbsp;No.</u></b></font></td>

            <td width="78%"
                align="center"
                valign="top"><font face=
                "Times New Roman"><b><u>Description</u></b></font></td>
        </tr>

        <tr>
            <td align="center"
                valign="top">10.1</td>

            <td align="left"
                valign="top">Executive Employment Agreement between
                the Company and <font size="3">Norman S. Rich,
                President and Chief Executive Officer, signed on
                March 23, 2006,</font> <font size="3">commencing on
                January 1, 2006 and continuing thereafter through
                December 31, 2008</font><font size=
                "3">.</font></td>
        </tr>

        <tr>
            <td align="center"
                valign="top">10.2</td>

            <td align="left"
                valign="top">Executive Benefits Agreement between
                the Company and <font size="3">Robert F. Weis,
                Chairman of the Board, signed on March 24,
                2006,</font> <font size="3">commencing immediatly
                and continuing thereafter through December 31,
                20</font><font size="3">23.</font></td>
        </tr>
    </table>

    <p>&nbsp;&nbsp;&nbsp;</p>

    <p style="PAGE-BREAK-BEFORE: always">&nbsp;</p>
    <hr align="center"
        width="100%"
        color="#999999"
        size="3">

    <p align="right"><font size="3"><b>EXHIBIT 10.1</b></font></p>

    <p align="center"><font size="3">EMPLOYMENT
    AGREEMENT</font></p>

    <p><font size="3">THIS AGREEMENT, dated March 23, 2006 and
    effective as of January 1, 2006 by and between WEIS MARKETS,
    INC., a Pennsylvania corporation (the "Company"), and NORMAN S.
    RICH (the "Executive"),<br clear="left"></font></p>

    <p align="center"><font size="3">WITNESSETH THAT:</font></p>

    <p><font size="3">WHEREAS, the Executive is currently serving
    as President of the Company, and the Company desires to retain
    the Executive to continue to serve in such capacity or
    capacities as the Board of Directors of the Company (the
    "Board") or the Chairman of the Board (the "Chairman") may from
    time to time determine, and the Executive is willing to
    continue to serve in such capacity or capacities, on the terms
    and conditions herein set forth;</font></p>

    <p><font size="3">NOW, THEREFORE, in consideration of the
    mutual covenants herein contained, the parties hereto, each
    intending to be legally bound hereby, agree as
    follows:</font></p>

    <p><font size="3">1. <u>Employment</u>. The Company agrees to
    continue to employ the Executive, and the Executive agrees to
    continue to be employed by the Company, for the Term provided
    in Paragraph 3(a) below and upon the other terms and conditions
    hereinafter provided. The Executive hereby represents and
    warrants that he has the legal capacity to execute and perform
    this Agreement, that it is a valid and binding agreement,
    enforceable against him according to its terms, and that its
    execution and performance by him do not violate the terms of
    any existing agreement or understanding to which the Executive
    is a party.</font></p>

    <p><font size="3">2. <u>Position and Responsibilities</u>.
    During the Term, the Executive agrees to serve as the President
    of the Company or in such other executive capacity or
    capacities for the Company and/or any of its subsidiaries or
    affiliated companies as the Board or the Chairman may from time
    to time determine. The Executive also agrees to serve, if
    elected and without additional compensation, as a member of the
    Board and/or as an officer and director of any other parent,
    subsidiary or affiliate of the Company.</font></p>

    <p><font size="3">3. <u>Term and Duties</u>.</font></p>

    <p><font size="3">(a) <u>Term of Agreement</u>. The term of the
    Executive's employment under this Agreement shall commence on
    January 1, 2006 and shall continue thereafter through December
    31, 2008 (the "Term"). Effective as of January 1, 2006, this
    Agreement shall supersede and replace the Employment Agreement
    between the Company and the Executive dated January 1,
    2002.</font></p>

    <p><font size="3">(b) <u>Duties</u>. During the Term, and
    except for illness or incapacity and reasonable vacation
    periods of not less than five weeks in any calendar year (or
    such greater periods as shall be consistent with the Company's
    policies for other key executives), the Executive shall devote
    all of his business time, attention, skill and efforts
    exclusively to the business and affairs of the Company and its
    subsidiaries and affiliates, shall not be engaged in any other
    business activity, and shall perform and discharge well and
    faithfully the duties which may be assigned to him from time to
    time by the Board or the Chairman; <u>provided</u>,
    <u>however</u>, that nothing in this Agreement shall preclude
    the Executive from devoting time during reasonable periods
    required for:</font></p>

    <p><font size="3">(i) serving, in accordance with the Company's
    policies and with the prior approval of the Board or the
    Chairman, which prior approval will not be unreasonably
    withheld, as a director of any company or organization
    involving no actual or potential conflict of interest with the
    Company or any of its subsidiaries or affiliates;</font></p>

    <p><font size="3">(ii) delivering lectures and fulfilling
    speaking engagements;</font></p>

    <p><font size="3">(iii) engaging in charitable and community
    activities; and</font></p>

    <p><font size="3">(iv) investing his personal assets in
    businesses in which his participation is solely that of an
    investor in such form or manner as will not violate Section 7
    below or require any services on the part of the Executive in
    the operation or the affairs of such business,</font></p>

    <p><font size="3"><u>provided</u>, <u>however</u>, that such
    activities do not materially affect or interfere with the
    performance of the Executive's duties and obligations to the
    Company.</font></p>

    <p><font size="3">4. <u>Compensation</u>. For all services
    rendered by the Executive in any capacity required hereunder
    during the Term, including, without limitation, services as an
    executive officer, director, or member of any committee of the
    Company or any subsidiary, affiliate or division thereof, the
    Executive shall be compensated as set forth below:</font></p>

    <p><font size="3">(a) <u>Base Salary</u>. The Executive shall
    be paid a fixed salary ("Base Salary") of $555,000 per annum as
    of the effective date of this Agreement. The Base Salary amount
    is subject to periodic review and adjustment by the Board or
    its Executive Compensation Committee but shall not be less than
    $555,000 per annum during the Term of this Agreement. Base
    Salary shall be payable in accordance with the customary
    payroll practices of the Company, but in no event less
    frequently than monthly.</font></p>

    <p><font size="3">(b) <u>Bonus</u>. The Executive shall be
    eligible to participate in such annual or long-term bonus or
    incentive plans as the Company shall from time to time maintain
    for its senior executives. The basis for the Executive's
    participation shall be the same as for other similarly situated
    executives, and it is understood that awards under any such
    plan may be discretionary.</font></p>

    <p><font size="3">(c) <u>Equity-Based Compensation</u>. The
    Executive shall be eligible to participate in, and to be
    granted stock options, stock appreciation rights or other
    equity-based awards under, the Company's 2005 Stock Incentive
    Plan or such other stock option, stock ownership, stock
    incentive or other equity-based compensation plans as the
    Company shall from time to time maintain for its senior
    executives. The basis for the Executive's participation shall
    be the same as for other similarly situated executives, and it
    is understood that awards under any such plan may be
    discretionary.</font></p>

    <p><font size="3">(d) <u>SERP Contribution</u>. During the
    Term, the Company's annual contributions to the Executive's
    accounts under the Company's Supplemental Executive Retirement
    Plan (together with any successor plan, the "SERP") shall not
    be less than $60,000.</font></p>

    <p><font size="3">(e) <u>Additional Benefits</u>. Except as
    modified by this Agreement, the Executive shall be entitled to
    participate in all compensation or employee benefit plans or
    programs, and to receive all benefits, perquisites and
    emoluments, for which any member of senior management at the
    Company is eligible under any plan or program now or hereafter
    established and maintained by the Company for senior officers,
    to the extent permissible under the general terms and
    provisions of such plans or programs and in accordance with the
    provisions thereof, including group hospitalization, health,
    dental care, senior executive life or other life insurance,
    travel or accident insurance, disability plans, tax-qualified
    or non-qualified pension, savings, thrift and profit-sharing
    plans, deferred compensation plans, sick-leave plans, auto
    allowance or auto lease plans, and executive contingent
    compensation plans, including, without limitation, capital
    accumulation programs and stock purchase plans. Notwithstanding
    the foregoing, the Executive acknowledges and agrees that the
    severance payments provided in certain circumstances under this
    Agreement are in lieu of any rights which the Executive might
    otherwise have under any and all other displacement, separation
    or severance plans or programs of the Company, and the
    Executive hereby waives all rights to participate in any of
    such plans or programs in the event of the termination of his
    employment during the Term.</font></p>

    <p><font size="3">5. <u>Business Expenses</u>. The Company
    shall pay or reimburse the Executive for all reasonable travel
    and other expenses incurred by the Executive (and his spouse
    where there is a legitimate business reason for his spouse to
    accompany him) in connection with the performance of his duties
    and obligations under this Agreement, subject to the
    Executive's presentation of appropriate vouchers in accordance
    with such policies and procedures as the Company from time to
    time establish for senior officers.</font></p>

    <p><font size="3">6. <u>Effect of Termination of Employment;
    Effect of Disability</u>.</font></p>

    <p><font size="3">(a) <u>Without Cause Termination or
    Termination by the Executive for Good Reason</u>. Subject to
    the provisions of Section 7 below, in the event the Executive's
    employment hereunder terminates due to either a Without Cause
    Termination (as defined in Section 6(f)(iii)) or a termination
    by the Executive for Good Reason (as defined in Section
    6(f)(ii)):</font></p>

    <p><font size="3">(i) earned but unpaid Base Salary as of the
    Date of Termination (as defined in Section&nbsp;13(b)) and any
    earned but unpaid bonuses for prior years (collectively, the
    "Accrued Obligations"), shall be payable in full, and the
    Company shall, as liquidated damages or severance pay, or
    both:</font></p>

    <p><font size="3">(A) continue to pay the Executive's Base
    Salary, as in effect at the Date of Termination, from the Date
    of Termination until the end of the Term, and</font></p>

    <p><font size="3">(B) pay to the Executive for the year of
    termination and for each subsequent calendar year or portion
    thereof during the remainder of the Term, an amount (prorated
    in the case of any partial year) equal to the highest annual
    incentive bonus received by the Executive for any year in the
    three years preceding the Date of Termination, such payments to
    be made at the normal times for payment of bonuses under the
    Company's annual bonus plan as in effect at the Date of
    Termination (the "Bonus Plan").</font></p>

    <div style="margin-left: 2em">
        <font size="3">With respect to the payments provided for in
        this Section 6(a)(i), the Executive shall be entitled, to
        the extent permitted by law as determined by the Company in
        good faith, to participate in any compensation deferral
        plans or arrangements then provided by the Company to
        senior executives on the same basis as if he had remained
        an employee through the end of the Term.</font>
    </div>

    <p><font size="3">(ii) Until the end of the Term, the Company
    shall pay to the Executive, in lieu of Company contributions to
    the SERP and at the time such contributions would otherwise
    have been made to the SERP, the amount of $60,000 per
    year.</font></p>

    <p><font size="3">(iii) The Company shall continue to provide
    the Executive and the Executive's spouse through December 31,
    2023 with medical, dental, accident, disability and life
    insurance benefits upon substantially the same terms and
    conditions (including contributions required by the Executive
    for such benefits) as those of the applicable employee benefit
    plans in effect from time to time as applied to employees;
    <u>provided</u>, <u>however</u>, that if the Executive or his
    spouse cannot continue to participate under the terms of the
    Company plans providing such benefits, the Company shall
    otherwise provide such benefits on (as nearly as reasonably
    practicable) the same after-tax basis as if continued
    participation had been permitted. Notwithstanding the
    foregoing, in the event the Executive becomes re-employed with
    another employer and becomes eligible to receive welfare
    benefits from such employer, the welfare benefits described
    herein shall be secondary to such benefits during the period of
    the Executive's eligibility, but only to the extent that the
    Company reimburses the Executive for any increased cost and
    provides any additional benefits necessary to give the
    Executive the benefits provided hereunder.</font></p>

    <p><font size="3">(iv) The Executive shall be entitled to
    vested benefits under all other compensation or benefit plans
    in which the Executive participated as of the date of
    termination, as determined under the terms of the applicable
    plan or agreement.</font></p>

    <p><font size="3">(b) <u>Disability</u>. In the event of the
    Executive's Disability, the Company may, by giving a Notice of
    Disability as provided in Section 13(c), remove the Executive
    from active employment and in that event shall provide the
    Executive with the same payments and benefits as those provided
    in Section 6(a), except that:</font></p>

    <p><font size="3">(i)&nbsp;Base Salary payments under Section
    6(a)(i)(A) shall be at the rate 50% of the Executive's Base
    Salary as in effect at the Date of Disability;</font></p>

    <p><font size="3">(ii)&nbsp;in lieu of the bonus payments
    provided in Section 6(a)(i)(B), the Executive shall receive, at
    the same time as bonus payments for the year of Disability
    would otherwise be made under the Bonus Plan, a prorated bonus
    for the year of Disability only equal to the amount determined
    by the Company in good faith (which determination shall be
    final and conclusive) to be the amount of the bonus award the
    Executive would have received if he had been employed
    throughout the bonus year, prorated on a daily basis as of the
    Date of Disability; and</font></p>

    <p><font size="3">(iii)&nbsp;except for Accrued Obligations,
    Base Salary payments shall be offset by any amounts otherwise
    payable to the Executive under the Company's disability program
    generally available to other employees.</font></p>

    <p><font size="3">(c) <u>Retirement</u>. In the event the
    Executive's employment hereunder terminates due to
    Retirement:</font></p>

    <p><font size="3">(i) Accrued Obligations as of the Date of
    Retirement shall be payable in full;</font></p>

    <p><font size="3">(ii) the Company shall pay to the Executive,
    at the same time as bonus payments for the year of Retirement
    would otherwise be made under the Bonus Plan, a prorated bonus
    for the year of Retirement only equal to the amount determined
    by the Company in good faith (which determination shall be
    final and conclusive) to be the amount of the bonus award the
    Executive would have received if he had been employed
    throughout the bonus year, prorated on a daily basis as of the
    Date of Retirement;</font></p>

    <p><font size="3">(iii) the Company shall continue to provide
    the Executive and the Executive's spouse through December 31,
    2023 with medical, dental, accident, disability and life
    insurance benefits in accordance with Section 6(a)(iii) above;
    and</font></p>

    <p><font size="3">(iv) the Executive shall receive such
    retirement and other benefits as he is entitled to receive
    under the terms of the Company' retirement and other
    compensation and benefit plans, as determined under the terms
    of the applicable plan or agreement.</font></p>

    <p><font size="3">(d) <u>Death</u>. In the event the
    Executive's employment hereunder terminates due to
    death:</font></p>

    <p><font size="3">(i) Accrued Obligations as of the date of
    death shall be payable in full;</font></p>

    <p><font size="3">(ii) from the date of the Executive's death
    until the end of the Term, the Company shall, at the same times
    Base Salary would otherwise be payable hereunder, make payments
    at the rate of 50% of the Executive's Base Salary in effect at
    the date of death to (A) the Executive's spouse at the date of
    his death, should she survive him and (B) following the death
    of the Executive's spouse or should she not survive him, to the
    Executive's estate;</font></p>

    <p><font size="3">(iii) the Company shall pay to the
    Executive's estate, at the same time as bonus payments for the
    year of death would otherwise be made under the Bonus Plan, a
    prorated bonus for the year of death only equal to the amount
    determined by the Company in good faith (which determination
    shall be final and conclusive) to be the amount of the bonus
    award the Executive would have received if he had been employed
    throughout the bonus year, prorated on a daily basis as of the
    date of death; and</font></p>

    <p><font size="3">(iv) in the event the Executive is survived
    by his spouse, the Company shall continue to provide the
    Executive's spouse through December 31, 2023 with medical and
    dental insurance benefits in accordance with Section 6(a)(iii)
    above;</font></p>

    <p><font size="3">(e) <u>Other Termination of Employment</u>.
    In the event the Executive's employment hereunder terminates
    due to a Termination for Cause or the Executive terminates
    employment with the Company other than for Good Reason,
    Disability, Retirement or death, Accrued Obligations and vested
    benefits as of the Date of Termination shall be payable in
    full. No other payments shall be made, or benefits provided, by
    the Company except for benefits which have already become
    vested under the terms of employee benefit programs maintained
    by the Company or its affiliates for its employees generally as
    provided in Section 10.</font></p>

    <p><font size="3">(f) <u>Definitions</u>. For purposes of this
    Agreement, the following terms, when capitalized, shall have
    the following meanings unless the context otherwise
    requires:</font></p>

    <p><font size="3">(i) "Termination for Cause" means, to the
    maximum extent permitted by applicable law, a termination of
    the Executive's employment by the Company by a vote of the
    majority of the Board members then in office, because the
    Executive (a) has been convicted of, or has entered a plea of
    <i>nolo contendere</i> to, a criminal offense involving moral
    turpitude, or (b) has willfully continued to fail to
    substantially perform his duties with the Company (other than
    any such failure resulting from the Executive's incapacity due
    to physical or mental illness or any such failure subsequent to
    the Executive being delivered a Notice of Termination without
    Cause by the Company or delivering a Notice of Termination for
    Good Reason to the Company) after a written demand for
    substantial performance is delivered to the Executive by the
    Board which specifically identifies the manner in which the
    Board believes that the Executive has not substantially
    performed his duties or (c)&nbsp;has committed an improper
    action resulting in personal enrichment at the expense of the
    Company or (d) has engaged in illegal or gross misconduct that
    is materially and demonstrably injurious to the Company, or (e)
    has violated the representations made in Section 1 above, or
    the provisions of Section 7 below; <u>provided</u>,
    <u>however</u>, that the Board has given the Executive advance
    notice of such Termination for Cause including the reasons
    therefor, together with a reasonable opportunity for the
    Executive to appear with counsel before the Board and to reply
    to such notice.</font></p>

    <p><font size="3">(ii) a "termination by the Executive for
    'Good Reason'" shall mean a termination of his employment by
    the Executive by a Notice of Termination given at any time due
    to:</font></p>

    <p><font size="3">(A) any reduction without the consent of the
    Executive in the Executive's salary below the amount then
    provided for under Paragraph 4(a) hereof; or</font></p>

    <p><font size="3">(B) failure of the Company or its successor
    to fulfill its obligations under this Agreement in any material
    respect.</font></p>

    <div style="margin-left: 2em">
        <font size="3">An isolated, insubstantial and inadvertent
        action taken in good faith and which is remedied by the
        Company within 10 days after receipt of notice thereof
        given by the Executive shall not constitute Good Reason.
        The Executive's right to terminate employment for Good
        Reason shall not be affected by the Executive's
        incapacities due to mental or physical illness and the
        Executive's continued employment shall not constitute
        consent to, or a waiver of rights with respect to, any
        event or condition constituting Good Reason; provided,
        however, that the Executive must provide notice of
        termination of employment within 180 days following the
        Executive's knowledge of an event constituting Good Reason
        or such event shall not constitute Good Reason under this
        Agreement.</font>
    </div>

    <p><font size="3">(iii) "Without Cause Termination" means a
    termination of the Executive's employment by the Company other
    than due to Disability or expiration of the Term and other than
    a Termination for Cause.</font></p>

    <p><font size="3">(iv) "Disability" for purposes of this
    Agreement means the Executive shall be disabled so as to be
    unable to perform for 180 days in any 365-day period, with or
    without reasonable accommodation, the essential functions of
    his positions under this Agreement, as determined by a person
    or entity experienced in this field selected by the Company and
    acceptable to the Executive or his representative.</font></p>

    <p><font size="3">(v) "Retirement" means a voluntary
    termination of his employment by the Executive (1)&nbsp;on or
    after attainment of age 65, (2)&nbsp;on not less than 6 months'
    Notice of Retirement as provided in Section 13 and
    (4)&nbsp;under circumstances not constituting a Termination for
    Cause, Without Cause Termination, termination for Good Reason,
    Disability or death.</font></p>

    <p><font size="3">(vi) The "Date of Termination," "Date of
    Disability" and "Date of Retirement" shall have the meanings
    ascribed to them in Section 13. To the fullest extent permitted
    by applicable law, to the extent this Agreement requires the
    payment of Base Salary and/or the provision of coverages and
    benefits subsequent to the Date of Termination or Date of
    Disability, the Executive's Date of Termination or Date of
    Disability, as applicable, shall not be treated as a
    termination of employment (a "Benefit Plan Termination Date")
    from the Company for purposes of determining the Executive's
    rights, responsibilities and tax treatment under any and all
    employee pension, welfare and fringe benefit plans maintained
    by the Company. Rather, the Benefit Plan Termination Date shall
    be the day following the last day for which any Base Salary
    and/or coverages and benefits are required to be provided by
    this Agreement.</font></p>

    <p><font size="3">7. <u>Other Duties of the Executive During
    and After Term</u>.</font></p>

    <p><font size="3">(a) <u>Confidential Information</u>. The
    Executive recognizes and acknowledges that certain information
    pertaining to the affairs, business, suppliers, or customers of
    the Company or any of its subsidiaries or affiliates (any or
    all of such entities hereinafter referred to as the
    "Business"), as such information may exist from time to time,
    is confidential information and is a unique and valuable asset
    of the Business, access to and knowledge of which are essential
    to the performance of his duties under this Agreement. The
    Executive shall not, through the end of the Term or at any time
    thereafter, except to the extent reasonably necessary in the
    performance of his duties under this Agreement, divulge to any
    person, firm, association, corporation or governmental agency,
    any information concerning the affairs, business, suppliers, or
    customers of the Business (except such information as is
    required by law to be divulged to a government agency or
    pursuant to lawful process or such information which is or
    shall become part of the public realm through no fault of the
    Executive), or make use of any such information for his own
    purposes or for the benefit of any person, firm, association or
    corporation (except the Business) and shall use his reasonable
    best efforts to prevent the disclosure of any such information
    by others. All records and documents relating to the Business,
    whether made by the Executive or otherwise coming into his
    possession are, shall be, and shall remain the property of the
    Business. No copies thereof shall be made which are not
    retained by the Business, and the Executive agrees, on any
    termination of his employment, or on demand of the Company, to
    deliver the same to the Company.</font></p>

    <p><font size="3">(b) <u>Non-Competition</u>. During his
    employment by the Company, whether during or after the Term,
    and for a period of four years following the termination of his
    employment for any reason except for a Without Cause
    Termination or termination by the Executive for Good Reason,
    the Executive shall not, without express prior written approval
    by order of the Board, directly or indirectly, engage in,
    whether as an officer, director, employee, consultant, agent,
    partner, joint venturer, proprietor or otherwise, become
    interested in (other than as a shareholder owning not more than
    1% of the outstanding shares of any class of securities
    registered under Section 12 of the Securities Exchange Act of
    1934) or assist any business which (i) is in competition with
    the Company or any of its affiliates in the retail grocery
    business or (A) during his employment, in any other business in
    which the Company or any of its subsidiaries is then engaged or
    proposes to engage or (B) following the termination of his
    employment, in any other business which during the 12 months
    preceding the Executive's Date of Termination accounted for
    more than 2% of the Company's consolidated revenues and (ii)
    engages in any such business in any county in which the Company
    then engages in such business or any county contiguous
    thereto.</font></p>

    <p><font size="3">(c) <u>Non-Interference</u>. During his
    employment with the Company and until four years after the
    termination of the Executive's employment, whether during or
    after the Term and notwithstanding the cause of termination,
    the Executive shall not (i) hire or employ, directly or
    indirectly through any enterprise with which he is associated,
    any employee of the Company or any of its affiliates or
    (ii)&nbsp;recruit, solicit or induce (or in any way assist
    another person or enterprise in recruiting, soliciting or
    inducing) any such employee or any consultant, vendor or
    supplier of the Company or any of its affiliates to terminate
    or reduce such person's employment, consulting or other
    relationship with the Company or any of its
    affiliates.</font></p>

    <p><font size="3">(d) <u>Remedies</u>. The Company's obligation
    to make payments or provide for or increase any benefits under
    this Agreement (except to the extent previously vested) shall
    cease upon any violation of the provisions of this Section 7;
    <u>provided</u>, <u>however</u>, that the Executive shall first
    have the right to appear before the Board with counsel and that
    such cessation of payments or benefits shall require a vote of
    a majority of the Board members then in office. In addition, in
    the event of a violation by the Executive of the provisions of
    this Section 7, the Company shall be entitled, if it shall so
    elect, to institute legal proceedings to obtain damages for any
    such breach, and/or to enforce the specific performance by the
    Executive of this Section&nbsp;7 and to enjoin the Executive
    from any further violation, and may exercise such remedies
    cumulatively or in conjunction with such other remedies as may
    be available to the Company at law or in equity. The Executive
    acknowledges, however, that the remedies at law for any breach
    by him of the provisions of this Section 7 would be inadequate
    and agrees that the Company shall be entitled to injunctive
    relief against him in the event of any such breach.</font></p>

    <p><font size="3">(e) <u>Survival; Authorization to Modify
    Restrictions</u>. The covenants of the Executive contained in
    this Section 7 shall survive any termination of the Executive's
    employment for the periods stated herein, whether during or
    after the Term and, except as otherwise provided in this
    Section 7, regardless of the reason for such termination. The
    Executive represents that his experience and capabilities are
    such that the enforcement of the provisions of this
    Section&nbsp;7 will not prevent him from earning his
    livelihood, and acknowledges that it would cause the Company
    serious and irreparable injury and cost if the Executive were
    to use his ability and knowledge in competition with the
    Company or to otherwise breach the obligations contained in
    this Section&nbsp;7. Accordingly, it is the intention of the
    parties that the provisions of this Section&nbsp;7 shall be
    enforceable to the fullest extent permissible under applicable
    law, but that the unenforceability (or modification to conform
    to such law) of any provision or provisions hereof shall not
    render unenforceable, or impair, the remainder thereof. If any
    provision or provisions hereof shall be deemed invalid or
    unenforceable, either in whole or in part, this Agreement shall
    be deemed amended to delete or modify, as necessary, the
    offending provision or provisions and to alter the bounds
    thereof to the extent required in order to render it valid and
    enforceable.</font></p>

    <p><font size="3">8. <u>Resolution of Disputes</u>. Except as
    otherwise provided in Section 7(d) hereof, any dispute or
    controversy arising under or in connection with this Agreement
    shall be settled exclusively by arbitration in Sunbury,
    Pennsylvania, by three arbitrators in accordance with the rules
    of the American Arbitration Association then in effect.
    Judgment may be entered on the arbitrators' award in any court
    having jurisdiction. In the event of any arbitration,
    litigation or other proceeding between the Company and the
    Executive with respect to the subject matter of this Agreement
    and the enforcement of rights hereunder, the Company shall
    reimburse the Executive for his reasonable costs and expenses
    relating to such arbitration, litigation or other proceeding,
    including attorneys' fees and expenses, to the extent that such
    arbitration, litigation or other proceeding results in any: (i)
    settlement requiring the Company to make a payment, continue to
    make payments or provide any other benefit to the Executive; or
    (ii) judgment, order or award against the Company in favor of
    the Executive or his spouse, legal representative or heirs,
    unless such judgment, order or award is subsequently reversed
    on appeal or in a collateral proceeding. At the request of the
    Executive, costs and expenses (including attorneys' fees)
    incurred in connection with any arbitration, litigation or
    other proceeding referred to in this Section shall be paid by
    the Company in advance of the final disposition of the
    arbitration, litigation or other proceeding upon receipt of an
    undertaking by or on behalf of the Executive to repay the
    amounts advanced if it is ultimately determined that he is not
    entitled to reimbursement of such costs and expenses by the
    Company as set forth in this Section.</font></p>

    <p><font size="3">9. <u>Full Settlement; No Mitigation;
    Non-Exclusivity of Benefits</u>. The Company's obligation to
    make any payment provided for in this Agreement and otherwise
    to perform its obligations hereunder shall be in lieu and in
    full settlement of all other severance payments to the
    Executive under any other severance plan, arrangement or
    agreement of the Company and its affiliates, and in full
    settlement of any and all claims or rights of the Executive for
    severance, separation and/or salary continuation payments
    resulting from the termination of his employment. In no event
    shall the Executive be obligated to seek other employment or to
    take other action by way of mitigation of the amounts payable
    to the Executive under any of the provisions of this Agreement,
    and except as specifically provided herein, such amounts shall
    not be reduced whether or not the Executive obtains other
    employment. Except as provided above in this Section 9, nothing
    in this Agreement shall prevent or limit the Executive's
    continuing or future participation in any plan, program, policy
    or practice provided by the Company or any of its affiliates
    for which the Executive may qualify, nor, except as otherwise
    specifically provided in this Agreement, shall anything herein
    limit or otherwise affect such rights as the Executive may have
    under any contract or agreement with the Company or any of its
    affiliates, including without limitation any stock option
    agreement. Amounts or benefits which are vested benefits or
    which the Executive is otherwise entitled to receive under any
    such plan, program, policy, practice, contract or agreement
    prior to, at or subsequent to any Date of Termination, Date of
    Disability or Date of Retirement shall be paid or provided in
    accordance with the terms of such plan, program, policy,
    practice, contract or agreement except as explicitly modified
    by this Agreement.</font></p>

    <p><font size="3">10. <u>Employment and Payments by
    Affiliates</u>. Except as herein otherwise specifically
    provided, references in this Agreement to employment by the
    Company shall include employment by affiliates of the Company,
    and the obligation of the Company to make any payment or
    provide any benefit to the Executive hereunder shall be deemed
    satisfied to the extent that such payment is made or such
    benefit is provided by any affiliate of the Company.</font></p>

    <p><font size="3">11. <u>Withholding Taxes</u>. The Company may
    directly or indirectly withhold from any payments made under
    this Agreement all Federal, state, city or other taxes as shall
    be required pursuant to any law or governmental regulation or
    ruling.</font></p>

    <p><font size="3">12. <u>Consolidation, Merger, or Sale of
    Assets</u>. Nothing in this Agreement shall preclude the
    Company from consolidating or merging into or with, or
    transferring all or substantially all of its assets to, another
    corporation or entity which assumes this Agreement and all
    obligations and undertakings of the Company hereunder. Upon
    such a consolidation, merger or transfer of assets and
    assumption, the term, "Company" as used herein shall mean such
    other corporation or entity, and this Agreement shall continue
    in full force and effect.</font></p>

    <p><font size="3">13. <u>Notices</u>.</font></p>

    <p><font size="3">(a) <u>General</u>. All notices, requests,
    demands and other communications required or permitted
    hereunder shall be given in writing and shall be deemed to have
    been duly given when delivered or 5&nbsp;days after being
    deposited in the United States mail, certified and return
    receipt requested, postage prepaid, addressed as
    follows:</font></p>

    <div style="margin-left: 2em">
        <font size="3">(i) To the Company:</font>
    </div><br>


    <div style="margin-left: 4em">
        <font size="3">Weis Markets, Inc.<br clear="left">
         1000 S. Second Street<br clear="left">
         P.O. Box 471<br clear="left">
         Sunbury, PA 17801</font>
    </div><br>


    <div style="margin-left: 4em">
        <font size="3">Attention: Jonathan H. Weis</font>
    </div><br>


    <div style="margin-left: 2em">
        <font size="3">(ii) To the Executive:</font>
    </div><br>


    <div style="margin-left: 4em">
        <font size="3">Norman S. Rich<br clear="left">
         28 Beth Ellen Drive<br clear="left">
         Lewisburg, PA 17837</font>
    </div>

    <p><font size="3">or to such other address as the addressee
    party shall have previously specified in writing to the
    other.</font></p>

    <p><font size="3">(b) <u>Notice of Termination</u>. Except in
    the case of death of the Executive, any termination of the
    Executive's employment hereunder, whether by the Executive or
    the Company, shall be effected only by a written notice given
    to the other party in accordance with this Section&nbsp;13 (a
    "Notice of Termination"). Any Notice of Termination shall
    (i)&nbsp;indicate the specific termination provision in
    Section&nbsp;6 relied upon, (ii)&nbsp;in the case of a
    termination by the Company for Cause or by the Executive for
    Good Reason, set forth in reasonable detail the facts and
    circumstances claimed to provide a basis for such termination
    and (iii)&nbsp;specify the effective date of such termination
    of employment (the "Date of Termination"), which shall not be
    less than 15 days nor more than 60 days after such notice is
    given. The failure of the Executive or the Company to set forth
    in any Notice of Termination any fact or circumstance which
    contributes to a showing of Cause or Good Reason shall not
    waive any right of the Executive or the Company hereunder or
    preclude the Executive or the Company from asserting such fact
    or circumstance in enforcing the Executive's or the Company's
    rights hereunder.</font></p>

    <p><font size="3">(c) <u>Notice of Disability</u>. Any finding
    of Disability by the Company shall be effected only by a
    written notice given to the Executive in accordance with this
    Section&nbsp;13 (a "Notice of Disability"). Any Notice of
    Disability shall (i)&nbsp;set forth in reasonable detail the
    facts and circumstances claimed to provide a basis for such
    finding of Disability and (ii)&nbsp;specify an effective date
    (the "Date of Disability"), which shall not be less than 10
    days after such notice is given. The failure of the Company to
    set forth in any Notice of Disability any fact or circumstance
    which contributes to a showing of Disability shall not waive
    any right of the Company hereunder or preclude the Company from
    asserting such fact or circumstance in enforcing the Company's
    rights hereunder.</font></p>

    <p><font size="3">(d) <u>Notice of Retirement</u>. Retirement
    shall be effected only by a written notice given by the
    Executive in accordance with this Section&nbsp;13 (a "Notice of
    Retirement"). Any Notice of Retirement shall (i)&nbsp;indicate
    that it is a Notice of Retirement and (ii)&nbsp;specify an
    effective date (the "Date of Retirement) which shall not be
    less than six months after such notice is given.</font></p>

    <p><font size="3">14. <u>No Attachment</u>. Except as required
    by law, no right to receive payments under this Agreement shall
    be subject to anticipation, commutation, alienation, sale,
    assignment, encumbrance, charge, pledge, or hypothecation or to
    execution, attachment, levy or similar process or assignment by
    operation of law, and any attempt, voluntary or involuntary, to
    effect any such action shall be null, void and of no effect;
    <u>provided</u>, <u>however</u>, that nothing in this Section
    14 shall preclude the assumption of such rights by executors,
    administrators, or other legal representatives of the Executive
    or his estate or their assigning any rights hereunder to the
    person or persons entitled thereto.</font></p>

    <p><font size="3">15. <u>Source of Payments</u>. Subject to
    Section 10 hereof, all payments provided for under this
    Agreement shall be paid in cash from the general funds of the
    Company. The Company shall not be required to establish a
    special or separate fund or other segregation of assets to
    assure such payments, and, if the Company shall make any
    investments to aid it in meeting its obligations hereunder, the
    Executive shall have no right, title or interest whatever in or
    to any such investments except as may otherwise be expressly
    provided in a separate written instrument relating to such
    investments. Nothing contained in this Agreement, and no action
    taken pursuant to its provisions, shall create or be construed
    to create a trust of any kind, or a fiduciary relationship,
    between the Company and the Executive or any other person. To
    the extent that any person acquires a right to receive payments
    from the Company hereunder, such right shall be no greater than
    the right of an unsecured creditor.</font></p>

    <p><font size="3">16. <u>Binding Agreement</u>. This Agreement
    shall be binding upon, and shall inure to the benefit of, the
    Executive and the Company and, as permitted by this Agreement,
    their respective successors, assigns, heirs, beneficiaries and
    representatives.</font></p>

    <p><font size="3">17. <u>Governing Law</u>. The validity,
    interpretation, performance and enforcement of this Agreement
    shall be governed exclusively by the laws of the Commonwealth
    of Pennsylvania, without regard to principles of conflicts of
    laws thereof.</font></p>

    <p><font size="3">18. <u>Counterparts; Headings</u>. This
    Agreement may be executed in counterparts, each of which, when
    executed, shall be deemed to be an original and all of which
    together shall be deemed to be one and the same instrument. The
    underlined Section headings contained in this Agreement are for
    convenience of reference only and shall not affect the
    interpretation or construction of any provision
    hereof.</font></p>

    <p><font size="3">IN WITNESS WHEREOF, the Company has caused
    this Agreement to be executed by its officer thereunto duly
    authorized, and the Executive has signed this Agreement, all as
    of the date first above written.</font></p>

    <div style="margin-left: 16em">
        <font size="3">WEIS MARKETS, INC.</font>
    </div><br>


    <div style="margin-left: 16em">
        <font size="3">By: <u>/s/Robert F. Weis</u></font>
    </div>

    <div style="margin-left: 16em">
        <font size="3">Name: Robert F. Weis</font>
    </div>

    <div style="margin-left: 16em">
        <font size="3">Title: Chairman of the Board</font>
    </div><br>


    <div style="margin-left: 16em">
        <font size="3"><u>/s/Norman S. Rich</u></font>
    </div>

    <div style="margin-left: 16em">
        <font size="3">Norman S. Rich</font>
    </div>

    <p style="PAGE-BREAK-BEFORE: always">&nbsp;</p>
    <hr align="center"
        width="100%"
        color="#999999"
        size="3">

    <p align="right"><font size="3"><b>EXHIBIT 10.2</b></font></p>

    <p align="center"><!-- == BEGIN OF WORD PRO FRAME == -->
     <!-- == END OF WORD PRO FRAME == -->
     <font size="3">AGREEMENT</font></p>

    <p><font size="3">THIS AGREEMENT, dated March 23, 2006 by and
    between WEIS MARKETS, INC., a Pennsylvania corporation (the
    "Company"), and ROBERT F. WEIS (the "Executive"),</font></p>

    <p align="center"><font size="3">WITNESSETH THAT:</font></p>

    <p><font size="3">WHEREAS, the Executive is currently serving
    as Chairman of the Board of the Company, and the Company
    desires to retain the Executive to continue to serve in such
    capacity and in consideration of such continued service has
    agreed to provide the Executive with certain benefits as herein
    provided;</font></p>

    <p><font size="3">NOW, THEREFORE, in consideration of the
    mutual covenants herein contained, the parties hereto, each
    intending to be legally bound hereby, agree as
    follows:</font></p>

    <p><font size="3">1. <u>Benefits During Employment</u>. During
    the continuance of his employment with the Company, the
    Executive shall be entitled to participate in all compensation
    or employee benefit plans or programs, and to receive all
    benefits, perquisites and emoluments, for which any member of
    senior management at the Company is eligible under any plan or
    program now or hereafter established and maintained by the
    Company for senior officers, to the extent permissible under
    the general terms and provisions of such plans or programs and
    in accordance with the provisions thereof, including group
    hospitalization, health, dental care, senior executive life or
    other life insurance, travel or accident insurance, disability
    plans, tax-qualified or non-qualified pension, savings, thrift
    and profit-sharing plans, deferred compensation plans,
    sick-leave plans, auto allowance or auto lease plans, and
    executive compensation plans.</font></p>

    <p><font size="3">2. <u>Benefits After Employment</u>. In the
    event the Executive's employment terminates for any reason,
    including but not limited to his retirement, disability or
    death, the Company shall continue to provide the Executive and
    the Executive's spouse through December 31, 2023 with medical,
    dental, accident, disability and life insurance benefits upon
    substantially the same terms and conditions (including
    contributions required by the Executive for such benefits) as
    those of the applicable employee benefit plans in effect from
    time to time as applied to employees; <u>provided</u>,
    <u>however</u>, that if the Executive or his spouse cannot
    continue to participate under the terms of the Company plans
    providing such benefits, the Company shall otherwise provide
    such benefits on (as nearly as reasonably practicable) the same
    after-tax basis as if continued participation had been
    permitted. Notwithstanding the foregoing, in the event the
    Executive becomes re-employed with another employer and becomes
    eligible to receive welfare benefits from such employer, the
    welfare benefits described herein shall be secondary to such
    benefits during the period of the Executive's eligibility, but
    only to the extent that the Company reimburses the Executive
    for any increased cost and provides any additional benefits
    necessary to give the Executive the benefits provided
    hereunder.</font></p>

    <p><font size="3">IN WITNESS WHEREOF, the Company has caused
    this Agreement to be executed by its officer thereunto duly
    authorized, and the Executive has signed this Agreement, all as
    of the date first above written.</font></p>

    <div style="margin-left: 16em">
        <font size="3">WEIS MARKETS, INC.</font>
    </div><br>


    <div style="margin-left: 16em">
        <font size="3">By: <u>/s/William R. Mills</u></font>
    </div>

    <div style="margin-left: 16em">
        <font size="3">Name: William R. Mills</font>
    </div>

    <div style="margin-left: 16em">
        <font size="3">Title: Senior Vice President and
        Treasurer/CFO</font>
    </div><br>
     <br>


    <div style="margin-left: 16em">
        <font size="3"><u>/s/Robert F. Weis</u></font>
    </div>

    <div style="margin-left: 16em">
        <font size="3">ROBERT F. WEIS</font>
    </div><br>
     <br>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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