1994 Stock Option and Incentive Plan for Key Employees [Amendment No. 1] - Safeway Inc.
FIRST AMENDMENT TO THE 1994 AMENDED AND RESTATED STOCK OPTION AND
INCENTIVE PLAN FOR KEY EMPLOYEES 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
First Amendment to the 1994 Amended and Restated Stock Option and Incentive Plan
for Key Employees of Safeway Inc. (the "Plan") pursuant to Section 9.2 of the
Plan, effective as of March 1, 1995.
1. Section 2.1(a) of the Plan is hereby amended to read in its entirety as
follows:
"Section 2.1 - Shares Subject to Plan
(a) The shares of stock subject to Options and awarded as Bonus Stock shall
be shares of the Company's Common Stock. The aggregate number of such
shares which may be issued upon exercise of Options or as Bonus Stock shall
not exceed 21,500,000 (8,000,000 of which were authorized under the
original Plan (prior to the first amendment and restatement of the Plan on
July 18, 1990), 6,000,000 of which were authorized by the first amendment
and restatement of the Plan on July 18, 1990, 4,000,000 of which were
authorized by the Plan as amended on October 10, 1991, and 3,500,000 of
which were authorized by the Plan as amended on March 1, 1995."
2. Section 4.4(a) of the Plan is hereby amended to read in its entirety as
follows:
"Section 4.4 - Expiration of Options
(a) No Option may be exercised to any extent by anyone after the first
to occur of the following events:
(i) In the case of an Incentive Stock Option, (1) the expiration
of ten years from the date the Option was granted or (2) in the case of an
Optionee owning (within the meaning of Section 424(d) of the Code), at the
time the Incentive Stock Option was granted, more than 10% of the total
combined voting power of all classes of stock of the Company, any
Subsidiary or any Parent Corporation, the expiration of five years from the
date the Incentive Stock Option was granted: or
(ii) In the case of a Non-Qualified Option, the expiration of
fifteen years and one day from the date the Option was granted; or
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(iii) The expiration of three months from the date of the
Optionee's Termination of Employment for any reason other than such
Optionee's death, Disability, or retirement on or after age 55 in
accordance with the Company's retirement policies, as then in effect; or
(iv) The engagement by the Employee in willful misconduct with
injures the Company, any Parent Corporation or any of its Subsidiaries."
* * * * *
I hereby certify that the foregoing First Amendment to the Plan was
duly adopted by the Board of Directors of Safeway Inc. as of March 1, 1995.
Executed on this ___ day of ________, 1995.
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Secretary
* * * *
I hereby certify that the foregoing First Amendment to the Plan was
duly approved by the stockholders of Safeway Inc. on _______________, 1995.
Executed on this ___ day of ________, 1995.
-------------------------------
Secretary
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EXHIBIT 10(iii).11
DEFERRED COMPENSATION PLAN FOR SAFEWAY DIRECTORS
ARTICLE I
1.1 Name and Purpose. The name of this plan is the "Deferred Compensation
Plan for Safeway Directors" (the "Plan"). Its purpose is to provide non-employee
Directors of the Company with increased flexibility in timing the receipt of
board service fees and to assist the Company in attracting and retaining
qualified individuals to serve as Directors.
1.2 Definitions. Whenever used in this Plan, the following terms shall have
the meaning set forth below:
(a) "Closing Price" means the closing price of the Company's Common Stock
as reported in The Wall Street Journal.
(b) "Common Stock" means the Common Stock, par value $.01 per share, of
Safeway Inc.
(c) "Company" means Safeway Inc. and each Participating Company.
(d) "Compensation" means all remuneration paid to a Director for services
as a Director other than reimbursement for expenses and shall include,
but not be limited to, monthly fees for service and fees for attendance
at meetings.
(e) "Director" means any individual serving on the Board of Directors of
the Company who is not an employee of the Company or any of its
subsidiaries.
(f) "Participant" means a Director who has filed an election to participate
under Section 3.1 with regard to any Plan Year.
(g) "Participating Company" means any corporation which is a direct or
indirect subsidiary of Safeway Inc. which has, by action of its board
of directors, adopted the Plan and consented to being a Participating
Company in the Plan.
(h) "Plan Administrator" means a committee consisting of one or more senior
executives of the Company designated by the Chief Executive Officer of
the Company.
(i) "Plan Year" means the calendar year.
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ARTICLE II
2.1 Participation in the Plan. Any individual who is a Director as defined
in Section 1.2(e) may participate in the Plan.
ARTICLE III
3.1 Election to Participate. Each Director may elect annually to have
payment of all or any portion of his or her Compensation for that Plan Year
deferred. An election to defer may also provide that the Compensation deferred
will be paid in January of a specified year in the future; provided, however,
that if the Participant ceases to be a Director prior to such specified year,
the Participant's account will be paid as soon as practicable following the date
on which the Participant ceases to be a Director. No election to defer under
this Plan may be made after December 31 of the year preceding the Plan Year
during which Compensation would otherwise be paid. An election to defer any
Compensation shall be in writing and shall be delivered to the Plan
Administrator. An election to defer shall be irrevocable by the Director and
shall be effective for the Plan Year or Plan Years immediately following the
date on which it was filed as set forth in the notice of election. In the
absence of a written election to defer filed by a Director with the Plan
Administrator, any Compensation will be paid directly to the Director.
Notwithstanding the foregoing, a Director may make an election to defer under
this Plan with respect to all or any specified part of any unpaid Compensation
within one month after the date on which this Plan is initially adopted or, if
later, within thirty days after the date a Director becomes a Director.
3.2 Mode of Deferral. Payment of a Participant's Compensation may be
deferred by means of a cash credit, a stock credit or a combination of the two
as the Participant shall elect in writing at the same time as the election
provided for in Section 3.1. If a Participant fails to make an election as to
mode of deferral, he or she shall be deemed to have elected deferral by means of
a cash credit. Cash credits and stock credits shall be recorded in accounts
established in Participants' names on the books of the Company.
(a) Cash Credits. If the deferral is wholly or partly by means of a cash
credit, the Participant's cash credit account shall be credited, as of the last
day of the calendar quarter, with the dollar amount of Compensation deferred
during the quarter by means of a cash credit. As of the last day of each
calendar quarter, the Participant's cash credit account shall also be credited
with interest equivalent in an amount determined by applying to the balance in
the account as of the first day of the quarter (less any distributions during
the quarter) an interest rate for such quarter which, when annualized, shall be
the prime rate of Bankers Trust Company or such other rate as the Plan
Administrator may designate, as of the first business day of the quarter.
Interest shall be calculated on the actual number of days in the quarter based
upon a 360-day year.
(b) Stock Credits. If deferral is wholly or partly by means of a stock
credit, the Participant's stock credit account shall be credited, as of the last
day of the calendar quarter, with a
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Common Stock equivalent equal to the number of shares of Common Stock (including
fractions of a share) that could have been purchased at the average of the
Closing Price of Common Stock on each business day during the last month of the
calendar quarter with the amount of the Compensation deferred during the quarter
by means of a stock credit. As of the date any dividend is paid to holders of
Common Stock, the Participant's stock credit account shall also be credited with
an additional Common Stock equivalent equal to the number of shares of Common
Stock (including fractions of a share) that could have been purchased at the
Closing Price of Common Stock on such date with the dividend paid on the number
of shares of Common Stock to which the Participant's stock credit account is
then equivalent. In case of dividends paid in property, the dividend shall be
deemed to be the fair market value of the property at the time of distribution
of the dividend, as determined by the Plan Administrator.
3.3 Distribution of Credits. (a) If a Participant has elected payment in a
specified year under Section 3.1, distribution of his or her accounts will only
be made in a single sum payment. Otherwise, unless a Participant has elected to
receive installment payments as provided below, payment of a Participant's
accounts shall be made in one lump sum as soon as practicable following the date
on which the Participant ceases to be a Director.
(b) At the election of the Participant made in writing and delivered to the
Plan Administrator at any time on or before December 1 of the year of
termination of the Participant's service as a Director, distribution of all of
his or her accounts, commencing as soon as practicable following the end of the
Plan Year in which the Participant ceases to be a Director, shall be made in any
number of annual installments not exceeding ten. Any such election, unless made
irrevocable by its terms, may be changed by written notice to the Plan
Administrator at any time prior to December 1 of the Plan Year of a
Participant's termination of service as a Director.
(c) Distribution of a Participant's cash credit and stock credit accounts
shall be made in cash. The amount of the distribution for stock credit accounts
shall be determined by multiplying the number of shares of Common Stock
attributable to the installment by the average of the Closing Price of Common
Stock on each business day in the month of December immediately prior to the
Plan Year in which the installment is to be paid.
3.4 Adjustment. If at any time the number of outstanding shares of Common
Stock shall be increased as the result of any stock dividend, subdivision or
reclassification of shares, the number of shares of Common Stock to which each
Participant's stock credit account is equivalent shall be increased in the same
proportion as the outstanding number of shares of Common Stock is increased, or
if the number of outstanding shares of Common Stock shall at any time be
decreased as the result of any combination or reclassification of shares, the
number of shares of Common Stock to which each Participant's stock credit
account is equivalent shall be decreased in the same proportion as the
outstanding number of shares of Common Stock is decreased. In the event the
Company shall at any time be consolidated with or merged into any other
corporation and holders of the Company's Common Stock receive common shares of
the resulting or surviving corporation, there shall be credited to each
Participant's stock credit account, in place of the shares then credited
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thereto, a stock equivalent determined by multiplying the number of common
shares of stock given in exchange for a share of Common Stock upon such
consolidation or merger, by the number of shares of Common Stock to which the
Participant's account is then equivalent. If in such a consolidation or merger,
holders of the Company's Common Stock shall receive any consideration other than
common shares of the resulting or surviving corporation, the Plan Administrator,
in its sole discretion, shall determine the appropriate change in Participants'
stock credit accounts.
3.5 Installment Amount. In the event a Participant has elected to receive
distribution of his or her accounts in more than one installment, the amount of
each installment shall be determined by multiplying the current balance
(denominated in cash units for the portion elected to be deferred as cash
credits and denominated in stock units for the portion elected to be deferred in
stock credits) in the accounts as determined under Section 3.2, by a fraction,
the numerator of which is one, and the denominator of which is the number of
installments yet to be paid. With respect to cash credits, interest shall
continue to be credited in accordance with Section 3.2 during the payment
period.
3.6 Distribution upon Death. In the event of the death of a Participant,
whether before or after ceasing to serve as a Director, any cash credit account
and stock credit account to which he or she was entitled, shall be converted to
cash and distributed in a lump sum to such person or persons or the survivors
thereof, including corporations, unincorporated associations or trusts, as the
Participant may have designated. All such designations shall be made in writing
signed by the Participant and delivered to the Plan Administrator. A Participant
may from time to time revoke or change any such designation by written notice to
the Plan Administrator. If there is no unrevoked designation on file with the
Plan Administrator at the time of the Participant's death, or if the person or
persons designated therein shall have all predeceased the Participant or
otherwise ceased to exist, such distributions shall be made in accordance with
the Participant's will or in the absence of a will, to the administrator of the
Participant's estate. Any distribution under this Section 3.6 shall be made as
soon as practicable following the end of the fiscal quarter in which the Plan
Administrator is notified of the Participant's death. In this case, a
Participant's stock credit account shall be converted to cash by multiplying the
number of whole and fractional shares of Common Stock to which the Participant's
stock credit account is equivalent by the average of the Closing Price of Common
Stock on each business day during the last month of the calendar quarter prior
to the date of death.
3.7 Withholding Taxes. The Company shall deduct from all distributions
under the Plan any taxes required to be withheld by federal, state or local
governments.
ARTICLE IV
4.1 Plan Administrator. The Plan Administrator shall have full power and
authority to administer the Plan including the power to promulgate forms to be
used with regard to the Plan, the power to promulgate rules of Plan
administration, the power to settle any disputes as to rights or
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benefits arising from the Plan, and the power to make such decisions or take
such actions as the Plan Administrator, in its sole discretion, deems necessary
or advisable to aid in the proper maintenance of the Plan.
ARTICLE V
5.1 Funding. No promise hereunder shall be secured by any specific assets
of the Company, nor shall any assets of the Company be designated as
attributable or allocated to the satisfaction of such promises.
ARTICLE VI
6.1 Non-alienation of Benefits. No benefit under the Plan shall be subject
in any manner to anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, or charge; and any attempt to do so shall be void. No such benefit
shall, prior to receipt thereof by the Participant, be in any manner liable for
or subject to the debts, contracts, liabilities, engagements, or torts of the
Participant.
ARTICLE VII
7.1 Delegation of Administrative Duties. Administrative duties imposed by
this Plan may be delegated by the Plan Administrator or the individual charged
with such duties.
7.2 Governing Law. This Plan shall be governed by the laws of the State of
Delaware.
7.3 Amendment, Modification and Termination of the Plan. The Plan
Administrator at any time may terminate and in any respect, amend or modify the
Plan.
IN WITNESS WHEREOF, the Board has caused this Plan to be executed by a duly
authorized officer of the Company this 21st day of December 1994.
SAFEWAY INC.
By Michael J. Boylan
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Its: Vice-President
Attest:
Meredith Parry
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Assistant Secretary
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