Operating Performance Bonus Plan for Executive Officers [Amendment No. 2] - Safeway Inc.
SECOND AMENDMENT TO THE OPERATING PERFORMANCE
BONUS PLAN FOR EXECUTIVE OFFICERS OF SAFEWAY INC.
Safeway Inc. (the "Company"), a corporation organized under the laws of
the State of Delaware, by resolution of its Board of Directors has adopted this
Second Amendment to The Operating Performance Bonus Plan for Executive Officers
of Safeway Inc. (the "Plan") pursuant to Section 9.2 of the Plan, effective as
of October 7, 1997.
1. The second sentence of Section 2.1 of the Plan is hereby amended in its
entirety to read as follows:
"Achievement of specified levels above the performance target
will result in an award not to exceed 120% of Base Compensation,
paid in accordance with Article III."
2. The second sentence of Section 2.2 of the Plan is hereby amended to
read in its entirety as follows:
"Achievement of specified levels above the performance target
described under Section 2.1 will result in bonus awards not to
exceed 40% for some and up to 120% of other Executive Officers'
Base Compensation, as previously established by the Committee."
3. Section 3.2 of the Plan is hereby amended to read in its entirety as
follows:
"Section 3.2 - Timing of Payment. Unless otherwise directed by
the Committee, each bonus award shall be paid as soon as
practicable after the end of the fiscal year to which such bonus
award relates."
* * * * * * * * *
I hereby certify that the foregoing Second Amendment to the Plan was
duly adopted by the Board of Directors of Safeway Inc. as of October 7, 1997.
Executed on this _____ day of _________________ , 1997.
-------------------------------------
Assistant Secretary
<PAGE> 2
THIRD AMENDMENT TO THE OPERATING PERFORMANCE BONUS PLAN
FOR EXECUTIVE OFFICERS OF SAFEWAY INC.
Safeway Inc. (the "Company"), a corporation organized under the laws of
the State of Delaware, by resolution of its Board of Directors has adopted this
Third Amendment to The Operating Performance Bonus Plan for Executive Officers
of Safeway Inc. (the "Plan") pursuant to Section 9.2 of the Plan, effective as
of March 10, 1998.
1. Section 1.1 of the Plan is hereby amended in its entirety to read as
follows:
Section 1.1 - Base Compensation. "Base Compensation" shall mean the
Participant's regular weekly base salary rate, excluding moving
expenses, bonus pay and other payments which are not considered part
of regular weekly salary rate, multiplied by the number of weeks the
Participant is eligible, including up to six weeks of Paid Leave of
Absence. Any changes in the Participant's regular weekly base salary
rate effected during the fiscal year shall be taken into account, on
a proportionate basis, in computing any bonus award for the fiscal
year.
2. Section 2.1 of the Plan is hereby amended to read in its entirety as
follows:
Section 2.1 - CEO. For each fiscal year the Section 162(m) Committee
of the Board (the "Committee") shall establish a performance target
which shall include three components of overall Company performance:
(i) identical store sales, (ii) operating profit and (iii) working
capital. Achievement of specified levels above the performance target
will result in an award not to exceed 120% of Base Compensation, up
to a maximum of $1.5 million, paid in accordance with Article III.
Prior to the payment of a bonus award the Committee must certify the
level of performance attained by the Company during the year to which
such bonus award relates.
3. Section 2.2 of the Plan is hereby amended to read in its entirety as
follows:
Section 2.2 - Executive Officers. Each Executive Officer (including
the Senior Vice President - Supply, but excluding the CEO) is
eligible for this bonus award. Achievement of specified levels above
the performance target described under Section 2.1 will result in
bonus awards not to exceed 30% for some and up to 120% of other
Executive Officers' Base Compensation, as previously established by
the CEO, up to a maximum bonus award of $1.5 million, paid in
accordance with Article III. At the CEO's discretion, however, the
CEO may reduce the amount payable to any Executive Officer.
<PAGE> 3
Prior to the payment of a bonus award the Committee must certify
in writing the level of performance attained by the Company during
the year to which such bonus award relates.
4. Section 2.3 is hereby amended to read in its entirety as follows:
Section 2.3 - Senior Vice President - Supply. For each fiscal year
the Committee shall establish a performance target which shall
include four components of performance for the Supply Division: (i)
total Supply Division income, (ii) plant performance, (iii) Glencourt
income contribution and (iv) working capital turnover. Achievement of
specified levels above the performance target will result in an award
not to exceed 55% of Base Compensation, up to a maximum of $550,000,
paid in accordance with Article III. Prior to the payment of a bonus
award the Committee must certify in writing the level of performance
attained by the Supply Division during the year to which such bonus
relates.
* * * * * * * * *
I hereby certify that the foregoing Third Amendment to the Plan was duly
adopted by the Board of Directors of Safeway Inc. as of March 10, 1998.
Executed on this _____ day of _________________ , 1998.
------------------------------------
Assistant Secretary