Exhibit 10.8
Winn-Dixie Stores, Inc.
Stock Plan for Directors
Article 1. Purpose
The purpose of the Winn-Dixie Stores, Inc. Stock Plan for Directors (the
"Plan") is to further the success of Winn-Dixie Stores, Inc. (the "Company") by
making available shares of common stock of the Company to members of the
Company's board of directors (the "Board"), to attract and retain persons of
ability, to motivate and reward directors for their service on the Board, to
encourage directors to exert their best efforts on behalf of the Company, and to
further opportunities for stock ownership by such individuals in order to
increase their proprietary interest in the Company. The Plan provides both for
the direct grant of shares of Company common stock and for the grant of options
to purchase such shares.
Article 2. Definitions
For purposes of the Plan, the following terms shall have the definition
attributed to them, unless another definition is clearly indicated by a
particular usage and context.
2.1 Award means an Option or a direct award of Shares pursuant to the
Plan.
2.2 Board means the Company's Board of Directors.
2.3 Code means the Internal Revenue Code of 1986, as amended.
2.4 Committee means the committee of at least two persons appointed by the
Board, each of whom shall be an outside director of the Company.
2.5 Company means Winn-Dixie Stores, Inc., and its successors and assigns.
2.6 Eligible Person means a director who is eligible to participate in the
Plan, as set forth in Article 5 herein.
2.7 Fair Market Value means, as of any date, the fair market value of a
Share, as determined by the Committee in good faith.
2.8 Nonqualified Stock Option means any Option granted under the Plan
which does not qualify as an "incentive stock option," as that term is
defined in Section 422 of the Code.
2.9 Option means the right to purchase from the Company a stated number of
Shares at a specified price.
2.10 Option Agreement means an agreement entered into by and between each
Optionee and the Company, which sets forth the terms and provisions
applicable to the Optionee's Option.
2.11 Optionee means an individual who has been awarded an Option under the
Plan.
2.12 Option Exercise Price means the price at which a Share underlying an
Option may be purchased, as set forth in the Option Agreement.
2.13 Optioned Shares means Shares subject to outstanding Options.
2.14 Plan means the Winn-Dixie Stores, Inc. Stock Plan for Directors.
2.15 Share means one share, $1.00 par value, of common stock of the
Company.
Article 3. Administration
3.1 The Committee. The Plan shall be administered by the Committee.
3.2 Authority of the Committee. The Committee shall have full power except
as limited by law, the Articles of Incorporation or the Bylaws of the
Company, subject to such other restricting limitations or directions
as may be imposed by the Board and subject to the provisions herein,
to grant Awards; to determine the terms and conditions of such Awards;
to construe and interpret the Plan and any agreement or instrument
entered into under the Plan; to establish, amend or waive rules and
regulations for the Plan's administration; and (subject to the
provisions of Article 8 herein) to amend the terms and conditions of
any outstanding Awards and/or Option Agreements. Further, the
Committee shall make all other determinations that may be necessary or
advisable for the administration of the Plan. As permitted by law, the
Committee may delegate its authorities as identified hereunder. No
member of the Board or the Committee shall be liable for any action,
inaction or determination made in good faith with respect to the Plan
or any Award granted under the Plan.
3.3 Restrictions on Distribution of Shares and Share Transferability.
Notwithstanding any other provision of the Plan, the Company shall
have no obligation to deliver any Shares under the Plan unless such
delivery would comply with all applicable laws (including, but not by
way of limitation, the Securities Act of 1933 (the "1933 Act")) and
applicable requirements of any securities exchange or similar entity
and unless the Award recipient's tax obligations, if any, have been
satisfied pursuant to Article 9. The Committee may require each Award
recipient acquiring Shares pursuant to an Option or direct Share award
to represent to and agree with the Company in writing that he or she
is acquiring the Shares without a view to distribution thereof. The
Committee may impose such restrictions on any Shares acquired pursuant
to Awards under the Plan as it may deem advisable, including, without
limitation, restrictions to comply with applicable Federal securities
laws, with the requirements of any stock exchange or market upon which
such Shares are then listed and/or traded and with any blue sky or
state securities laws applicable to such Shares.
3.4 Decisions Binding. All determinations and decisions made by the
Committee pursuant to the provisions of the Plan and all related
orders or resolutions of the Board shall be final, conclusive and
binding on all persons, including the Company, its shareholders,
Optionees and their estates and beneficiaries.
3.5 Costs. The Company shall pay all costs of administration of the Plan.
Article 4. Shares Subject to Plan
4.1 Number of Shares. Subject to Section 4.2, the maximum number of Shares
available for Awards under the Plan shall be 500,000. Shares
underlying lapsed or forfeited Options may be reused for other
Options. Shares granted pursuant to the Plan may be (a) authorized but
unissued Shares of common stock, or (b) issued Shares reacquired by
the Company at any time.
4.2 Adjustments in Authorized Shares and Options. In the event of any
merger, reorganization, consolidation, recapitalization, liquidation,
stock dividend, split-up, spin-off, stock split, reverse stock split,
share combination, share exchange or other change in the corporate
structure of the Company affecting the Shares, such adjustment shall
be made in the number and class of Shares that may be delivered under
the Plan, the number and class of shares subject to outstanding
Options and an Option's Exercise Price, as may be determined to be
appropriate and equitable by the Committee, in its sole discretion, to
prevent dilution or enlargement of rights.
Article 5. Participation
Persons eligible to participate in the Plan and to receive Awards under
the Plan ("Eligible Persons") include all outside directors serving on the
Board.
Article 6. Terms and Conditions of Direct Awards of Shares
Subject to the terms and conditions of the Plan, direct awards of
Shares may be made to an Eligible Person at any time and from time to time, as
shall be determined by the Committee. The Committee shall have complete
discretion in determining the number of Shares to be awarded to each Eligible
Person and, consistent with the provisions of the Plan, in determining the terms
and conditions, if any, pertaining to such Share awards.
Article 7. Terms and Conditions of Options
7.1 Grant of Options. Subject to the terms and conditions of the Plan,
Options may be granted to an Eligible Person at any time and from time
to time, as shall be determined by the Committee. The Committee shall
have complete discretion in determining the number of Shares subject
to Options granted to each Eligible Person and, consistent with the
provisions of the Plan, in determining the terms and conditions
pertaining to such Options. Options granted under the Plan shall be
Nonqualified Stock Options.
7.2 Option Agreement. Each Option grant shall be evidenced by an Option
Agreement, which shall specify the Option Exercise Price, the term of
the Option, the number of Shares to which the Option pertains, the
vesting schedules of Options, and such other provisions as the
Committee shall determine.
7.3 Exercise of and Payment for Options.
(a) Options granted under the Plan shall be exercisable at such times
and shall be subject to such restrictions and conditions as the
Committee shall determine. Options shall be exercised by the
delivery of a written notice of exercise to the Company, setting
forth the number of Shares with respect to which the Option is to
be exercised, accompanied by provision for full payment for the
Shares.
(b) The Option Exercise Price shall be payable in such manner as may
be deemed permissible by the Committee from time to time
(provided such manner of payment is permitted by applicable law)
including, but not limited to, payment (i) in cash or its
equivalent, and (ii) by tendering previously acquired Shares
having an aggregate Fair Market Value at the time of exercise
equal to the total Option Exercise Price (provided such Shares
have been held by the Optionee for the period of time specified
by the Committee prior to tender).
7.4 Termination.
(a) Each Option Agreement shall set forth the extent to which the
Optionee shall have the right to exercise the Option following
termination of the Optionee's service on the Board. Such
provisions shall be determined in the sole discretion of the
Committee (subject to applicable law), shall be included in the
Option Agreement, need not be uniform among all Options granted
pursuant to the Plan or among Optionees, and may reflect
distinctions based on the reasons for termination.
(b) Notwithstanding the foregoing, unless provided otherwise in an
Optionee's Option Agreement, and subject to the Committee's
discretion to determine otherwise at any time, each Option or any
portion of an Option shall expire on the earliest of (i) the full
exercise of the Option, (ii) the expiration of the Option's term
(as set forth in the Option Agreement), (iii) three (3) months
following the date of termination of service on the Board for a
reason other than the Optionee's death or Disability, provided
the Option was vested and exercisable on the date of such
termination; and (iv) one (1) year following the Optionee's death
or Disability, provided the Option was vested and exercisable on
the date of the Optionee's death or Disability.
(c) Unless provided otherwise in an Optionee's Option Agreement, and
subject to the Committee's discretion to determine otherwise at
any time, if the Optionee's services on the Board are terminated
for any reason, any Option held by such Optionee, to the extent
unvested, shall immediately terminate.
7.5 Transferability of Options. Except as otherwise determined by the
Committee, all Options granted to an Optionee under the Plan shall be
exercisable during the Optionee's lifetime only by such Optionee, and no
Option granted under the Plan may be sold, transferred, pledged, assigned,
or otherwise alienated or hypothecated, other than by will or by the laws
of descent and distribution.
7.6 Option Exercise Price. Each Option's Option Exercise Price shall be
determined in the sole discretion of the Committee.
7.7 Rights as a Shareholder. Except as otherwise required by this Plan or the
terms of an Option Agreement, an Optionee shall have no rights as a
shareholder with respect to any Optioned Shares until the date of the
issuance of a stock certificate to the Optionee for such Shares.
7.8 Other Provisions. Options authorized under the Plan may contain any other
provisions or restrictions as the Committee in its sole and absolute
discretion shall deem advisable. The Company may place such restrictive
legends on stock certificates representing Shares as the Company, in its
sole discretion, deems necessary or appropriate to reflect restrictions
under the securities laws or this Plan.
Article 8. Rights of Optionees
8.1 Rights to Continue Service on Board. Nothing in the Plan or in an Option
Agreement shall confer or guarantee upon any Plan participant any right to
continue to serve as a director of the Board.
8.2 Participation. No Eligible Person shall be guaranteed the right to be
selected to receive an Award under the Plan, or, having been so selected,
to receive future Awards.
Article 9. Alteration, Amendment, Suspension and Termination
9.1 Alteration, Amendment, Suspension and Termination. The Board may, at any
time and from time to time, alter, amend, suspend or terminate the Plan in
whole or in part.
9.2 Options Previously Granted. No alteration, amendment, suspension or
termination of the Plan shall adversely affect in any material way any
Option previously granted under the Plan without the written consent of the
Optionee holding such Option, unless alteration, amendment, suspension or
termination is required by applicable law. For purposes of this Section
9.2, an adjustment made in good faith pursuant to Article 4 hereof shall
not be deemed to have adversely affected an Option previously granted
hereunder.
Article 10. Withholding
If applicable, the Company shall have the power and the right to deduct or
withhold, or require an Optionee to remit to the Company, an amount (including
any Shares withheld as provided in the following sentence) sufficient to satisfy
Federal, state and local taxes required by law to be withheld with respect to an
Award. Award recipients may elect to satisfy withholding obligations, in whole
or in part, by tendering Shares or, if agreed to by the Company, by having the
Company withhold Shares having a Fair Market Value equal to the minimum
statutory total tax which could be imposed on the transaction. All such
elections shall be irrevocable, made in writing and signed by the Award
recipient.
Article 11. Effective Date
The Plan shall become effective as of October 4, 2000.
Article 12. Successors
This Plan and obligations of the Company under the Plan with respect to
Awards granted hereunder shall be binding on any successor to the Company,
whether the existence of such successor is the result of a direct or indirect
purchase, merger, consolidation, share exchange, or other transaction involving
all or substantially all of the business and/or assets of the Company.
Article 13. Legal Construction
13.1 Gender and Number. Except where otherwise indicated by the context, any
masculine term used herein also shall include the feminine, the plural
shall include the singular and the singular shall include the plural.
13.2 Severability. In the event any provision of the Plan shall be held illegal
or invalid for any reason, the illegality or invalidity shall not affect
the remaining parts of the Plan, and the Plan shall be construed and
enforced as if the illegal or invalid provision had not been included.
13.3 Requirements of Law. The granting of Options and the issuance of Shares
under the Plan shall be subject to all applicable laws, rules and
regulations, and to such approvals by any governmental agencies or national
securities exchanges as may be required.
13.4 Governing Law. To the extent not preempted by Federal law, the Plan, and
all agreements hereunder, shall be construed in accordance with, and
governed by, the laws of the State of Florida.
13.5 Headings Not Part of Plan. Headings of Sections hereof are inserted for
convenience and reference only; they do not constitute part
of the Plan.
