Exhibit 10.7
Revised 10/04/00
Effective 10/04/00
WINN-DIXIE STORES, INC. DIRECTORS' DEFERRED FEE PLAN
1. Establishment of Plan
The Winn-Dixie Stores, Inc. Directors' Deferred Fee Plan (the "Plan")
has been established by Winn-Dixie Stores, Inc. (the "Company") for
eligible members of the Board of Directors (the "Board") of the Company.
2. Eligibility
Each person who is elected to be a member of the Board and who is not
an employee of the Company or any of its subsidiaries is eligible to elect
to participate in the Plan.
3. Participation
An eligible Board member may elect to become a participant in the Plan
(a "Participant") and defer all or a portion of the fees to which he or she
may thereafter be entitled as a Director (with the exception of travel
expenses and fees paid in the form of stock or stock options) by timely
completing and signing an Election to Participate in the Winn-Dixie Stores,
Inc. Directors' Plan. If a Director elects to become a Participant and
defer fees upon initial election to the Board, such Participant must
execute an election to defer fees within 30 days after first becoming a
Director. Such election shall apply with respect to fees earned during the
period of service beginning on the date the Director is initially elected
to the Board and ending on the date of the next annual Board meeting.
Otherwise, elections to become a Participant and defer fees must be made
prior to the Company's annual Board meetings. Participants may make
deferral elections prior to any annual Board meeting. With the exception of
deferrals of Directors who elect to become Participants upon initial
election to the Board, deferral elections shall apply with respect to fees
earned during each period of service beginning on the date of the Company's
annual Board meeting following the deferral election date and ending on the
date of the next annual meeting (a "Period of Service"). If a Participant
fails to make an election prior to an annual Board meeting, the
Participant's current election shall remain in effect until a new deferral
election is made pursuant to this paragraph 3. A Director electing to
participate shall designate whether his or her fees are to be credited to
an "Income Account" or to a "Stock Equivalent Account", or divided in any
manner between such Accounts. Such investment designation may be revoked or
amended (1) only with regard to fees covering the Participant's services as
a Director subsequent to such revocation or amendment and (2) only if such
revocation or amendment is in writing and received by the Company on or
before the date it is intended to be effective. Absent such revocation or
amendment an investment designation shall be effective for all subsequent
Periods of Service during which the Participant continues to serve as a
Director.
4. Operation of Plan
a) Income Account
An electing Participant's fees otherwise payable shall be credited as
a dollar amount to the Participant's Income Account on the date the
fee would have otherwise been paid. At the end of each calendar
quarter each Participant's Income Account will be credited with
interest at an annual rate equal to the prime interest rate then in
effect at The First Union National Bank of Florida, N.A.,
Jacksonville, Florida. Interest shall be computed on the basis of the
average closing monthly credit balance in the Participant's Income
Account during such quarter.
b) Stock Equivalent Account
The dollar amount of an electing Participant's fees, otherwise payable
on the date the fee would have otherwise been paid, shall be converted
into Stock Equivalent Shares equal in number to the maximum number of
shares of the Company's common stock, or fraction thereof, to the
nearest one hundredth of one share, which could be purchased with such
dollar amount at the closing market price for such stock on that date,
or if that date is not a trading date on the next preceding date.
On each dividend payment date an amount equal to the cash dividend
which would have been payable had the Participant been the actual
owner of the number of shares of the Company's common stock reflected
as Stock Equivalent shares in his or her Stock Equivalent Account,
shall be credited to such account, and such amount shall be converted
to equivalent shares, as set forth above, based on the market price of
the common stock on such dividend payment date. Stock Equivalent
shares shall be appropriately adjusted in the event of any stock
dividends, stock splits or any other similar changes in the Company's
common stock.
5. Payments
a) Pursuant to paragraph 5(d), each Participant shall elect to receive,
upon termination of service as a Director, payment of his or her
Accounts in cash in either a single, lump-sum payment or in a number
of annual installments. If annual installments are elected, each
annual installment shall be made as of June 30, beginning with the
June 30 following termination of service. Notwithstanding anything
contained herein to the contrary, the Company in its sole discretion
reserves the right to accelerate payment of a Participant's Accounts
at any time after his or her termination of service.
b) At any time that amounts remain in a Participant's Accounts following
termination of service, such Participant's Accounts shall be
appropriately adjusted from time to time in accordance with paragraphs
4(a) and 4 (b) above.
c) In the event of a Participant's death, payment of the Participant's
Accounts, or the remaining portion of such Accounts, will be made to
his or her beneficiary or beneficiaries in accordance with the method
of distribution elected by the Participant pursuant to this paragraph
5.
d) A Participant's election as to the manner of distribution of his or
her Accounts must be made at the same time as the election to defer
fees is made pursuant to Paragraph 3 hereof. As with elections to
defer fees pursuant to paragraph 3, elections made pursuant to this
paragraph 5 may be made prior to any annual Board meeting, and, if an
election is not made prior to the beginning of any annual Board
meeting, a Participant's current election shall remain in effect until
a subsequent timely election is made pursuant to this paragraph 5.
Elections as to the form of distribution of a Participant's Accounts
shall apply with respect to the portion of the Participant's Accounts
attributable to each Period of Service after the deferral election is
made (including amounts credited to the Participant's Accounts
pursuant to paragraphs 4(a) and 4(b)) and shall likewise apply to all
portions of the Participant's Accounts attributable to future Periods
of Service until a timely subsequent election is made, which
subsequent election will apply with respect to the portion of the
Participant's Accounts attributable to Periods of Service subsequent
to such deferral election (including amounts credited to the
Participant's Accounts pursuant to paragraphs 4(a) and 4(b)).
6. General
a) Each Participant or former Participant entitled to payment of deferred
fees hereunder from time to time may name any beneficiary or
beneficiaries (who may be named contingently or successively) to whom
any such deferred fees are to be paid in case of his or her death
before he or she receives any or all of such fees. Each designation
will revoke all prior designations by the same Participant or former
Participant, shall be in form prescribed by the Company, and will be
effective only when filed by the Participant or former Participant in
writing with the Company during his or her lifetime. In the absence of
any such designation, any fees remaining unpaid at a Participant's or
former Participant's death shall be paid to his or her estate.
b) Establishment of the Plan and coverage of any person shall not be
construed to confer any right on the part of such person to be
nominated for re-election, or to be re-elected, to the Board.
c) Deferred fees hereunder are not in any way subject to the debts or
other obligations of persons entitled thereto, and may not be
voluntarily or involuntarily sold, transferred or assigned. When a
person entitled to a payment under the Plan is under legal disability
or, in the Company's opinion, is in any way incapacitated so as to be
unable to manage his or her financial affairs, the Company may direct
that payment be made to such person's legal representative, if any,
and if none the Company may at its election make payment to such
person's spouse or otherwise apply such payment for such person's
benefit in any manner it deems proper. Any payment made in accordance
with the preceding sentence shall be in complete discharge of the
obligation of the Company or any of its subsidiaries to make such
payment under the Plan.
d) The establishment of Income Account and/or Stock Equivalent Account
for a Participant shall give him or her no right or security interest
in any asset of the Company or any of its subsidiaries, and no trust
relationship with respect to such accounts is intended. Each
Participant shall be eligible only to receive payments from his or her
Income Account and/or Stock Equivalent Account as provided under the
terms of the Plan, and such right shall be no greater than the right
of any unsecured creditors of the Company. A Participant's rights to
benefit payments under the Plan are not subject in any manner to
anticipation, alienation, sale, transfer, assignment, pledge,
encumbrance, attachment, or garnishment by creditors of the
Participant or the Participant's beneficiary or beneficiaries.
e) A Stock Equivalent Account for a Participant shall give him or her no
right to receive any unissued shares of common or any other class of
stock of the Company. No payment shall be made in shares of common or
other class of stock of the Company.
f) It is intended that the Company is under a contractual obligation to
make payments with respect to a Participant's account when due.
Payment of account balance amounts pursuant to Section 5 above shall
be made out of the general funds of the Company without any
restriction of the assets of the Company relative to the payment of
such contractual obligations. The Plan is, and shall operate as, an
unfunded plan for tax purposes and for purposes of Title I of the
Employee Retirement Income Security Act of 1974, as amended ("ERISA").
7. Amendment and Discontinuance
The Company hereby reserves the right to amend or discontinue the
Plan at any time; provided, however, that (i) any amendment or
discontinuance of the Plan shall be prospective in operation only, and
shall not affect the payment of any deferred fees theretofore earned
by any Participant or former Participant unless the person affected
shall expressly consent thereto and (ii) other than to comport with
changes in the Internal Revenue Code, ERISA or the rules promulgated
thereunder, the Plan may not be amended more than once every six
months.
8. Merger, Consolidation or Acquisition
In the event of a merger, consolidation, or acquisition, where
the Corporation is not the surviving corporation, unless the successor
or acquiring corporation shall elect to continue and carry on the
Plan, all fund balances in the Income and/or Stock Equivalent Accounts
shall become immediately payable in full, notwithstanding any other
provisions to the contrary.
9. Withholding of Taxes
The Corporation shall have the right to deduct from all payments
made from the Plan any federal, state, or local taxes required by law
to be withheld with respect to such payments.
10. Applicable Law
This Plan shall be governed and construed in accordance with the
laws of the State of Florida.
11. Effective Date
This Plan shall be effective as of June 30, 1988.
