<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_______________________________
FORM 10-Q
Quarterly Report Under Section 13 or 15(d)
of the Securities Exchange Act of 1934
For 13 Weeks Ended: May 4, 1995 Commission File Number: 1-6187
ALBERTSON'S, INC.
______________________________________________________
(Exact name of Registrant as specified in its charter)
Delaware 82-0184434
_______________________________ ____________________________________
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
250 Parkcenter Blvd., P.O. Box 20, Boise, Idaho 83726
_______________________________________________ __________
(Address) (Zip Code)
Registrant's telephone number, including area code: (208) 385-6200
______________
Indicate by check mark whether the Registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities
Exchange Act of 1934 during the preceding 12 months (or for such shorter
period that the Registrant was required to file such reports), and
(2) has been subject to such filing requirements for the past 90 days.
Yes X No
_____ _____
Number of Registrant's $1.00 par value
common shares outstanding at May 31, 1995: 254,040,485
<PAGE>
<TABLE>
PART I. FINANCIAL INFORMATION
ALBERTSON'S, INC.
CONSOLIDATED EARNINGS
(in thousands except per share data)
(unaudited)
<CAPTION>
13 WEEKS ENDED
__________________________
May 4, May 5,
1995 1994
____________ ___________
<S> <C> <C>
Sales $3,083,424 $2,909,808
Cost of sales 2,308,209 2,187,053
___________ ___________
Gross profit 775,215 722,755
Selling, general and administrative expenses 601,468 566,678
___________ ___________
Operating profit 173,747 156,077
Other (expenses) income:
Interest, net (14,393) (16,146)
Other, net 2,594 (1,464)
___________ ___________
Earnings before income taxes and cumulative
effect of accounting change 161,948 138,467
Income taxes 62,674 53,310
___________ ___________
Earnings before cumulative effect of
accounting change 99,274 85,157
Cumulative effect of accounting change:
Postemployment benefits (17,006)
___________ ___________
NET EARNINGS $ 99,274 $ 68,151
Earnings per share before cumulative
effect of accounting change $ .39 $ .34
Cumulative effect of accounting change:
Postemployment benefits (.07)
___________ ___________
EARNINGS PER SHARE $ .39 $ .27
DIVIDENDS DECLARED PER SHARE $ .13 $ .11
Average number of common shares outstanding 254,006 253,499
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
ALBERTSON'S, INC.
CONSOLIDATED BALANCE SHEETS
(dollars in thousands)
<CAPTION>
May 4, 1995 February 2,
(unaudited) 1995
______________ ____________
ASSETS
<S> <C> <C>
CURRENT ASSETS:
Cash and cash equivalents $ 72,014 $ 50,224
Accounts and notes receivable 104,810 109,324
Inventories 901,769 948,561
Prepaid expenses 29,639 19,257
Deferred income taxes 58,349 62,223
__________ __________
TOTAL CURRENT ASSETS 1,166,581 1,189,589
OTHER ASSETS 144,073 122,781
LAND, BUILDINGS AND EQUIPMENT 3,581,501 3,496,257
Less accumulated depreciation and amortization 1,226,377 1,186,898
__________ __________
2,355,124 2,309,359
__________ __________
$3,665,778 $3,621,729
LIABILITIES AND STOCKHOLDERS' EQUITY
____________________________________
CURRENT LIABILITIES:
Accounts payable $ 553,725 $ 575,551
Salaries and related liabilities 133,913 114,906
Taxes other than income taxes 44,763 38,212
Income taxes 69,981 37,913
Self-insurance 65,995 63,905
Unearned income 24,706 22,092
Other current liabilities 42,041 34,810
Current maturities of long-term debt 128,156 201,146
Current capitalized lease obligations 7,046 6,904
__________ _________
TOTAL CURRENT LIABILITIES 1,070,326 1,095,439
LONG-TERM DEBT 385,113 382,775
CAPITALIZED LEASE OBLIGATIONS 130,084 129,573
DEFERRED INCOME TAXES 2,017
OTHER LONG-TERM LIABILITIES AND DEFERRED CREDITS 325,416 324,032
STOCKHOLDERS' EQUITY:
Preferred stock - $1 par value; authorized -
10,000,000 shares; issued - none
Common stock - $1 par value; authorized -
600,000,000 shares; issued - 254,030,912
shares and 253,984,381 shares, respectively 254,031 253,984
Capital in excess of par value 11,970 11,322
Retained earnings 1,488,838 1,422,587
__________ __________
1,754,839 1,687,893
__________ __________
$3,665,778 $3,621,729
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
<TABLE>
ALBERTSON'S, INC.
CONSOLIDATED CASH FLOWS
(in thousands)
(unaudited)
<CAPTION>
13 WEEKS ENDED
______________________________
May 4, May 5,
1995 1994
_____________ _____________
<S> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
Net earnings $ 99,274 $ 68,151
Adjustments to reconcile net earnings to net
cash provided by operating activities:
Depreciation and amortization 60,528 53,291
Net deferred income taxes 1,460 (4,114)
Cumulative effect of accounting change 17,006
Changes in operating assets and liabilities 85,005 23,848
__________ __________
Net cash provided by operating activities 246,267 158,182
CASH FLOWS FROM INVESTING ACTIVITIES:
Net capital expenditures excluding
non-cash activities (104,181) (79,576)
Increase in other assets (20,895) (4,689)
__________ __________
Net cash used in investing activities (125,076) (84,265)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net line of credit activity (10,000)
Payments on long-term borrowings (151,552) (1,534)
Net commercial paper activity 79,393 (5,313)
Proceeds from stock options exercised 696 3,013
Cash dividends paid (27,938) (22,807)
__________ __________
Net cash used in financing activities (99,401) (36,641)
__________ __________
NET INCREASE IN CASH AND CASH EQUIVALENTS 21,790 37,276
CASH AND CASH EQUIVALENTS AT BEGINNING
OF QUARTER 50,224 62,463
__________ __________
CASH AND CASH EQUIVALENTS AT END OF QUARTER $ 72,014 $ 99,739
NON-CASH ACTIVITIES:
Capitalized lease obligations incurred $ 2,845 $ 1,783
Capitalized lease obligations terminated 685 870
CASH PAYMENTS FOR:
Income taxes 28,614 40,625
Interest, net of amounts capitalized 9,952 8,490
</TABLE>
See Notes to Consolidated Financial Statements.
<PAGE>
ALBERTSON'S, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(unaudited)
Basis of Presentation
_____________________
The accompanying unaudited consolidated financial statements include
the results of operations, account balances and cash flows of the
Company and its wholly-owned subsidiaries. All material intercompany
balances have been eliminated.
In the opinion of management, the accompanying unaudited consolidated
financial statements include all adjustments necessary to present
fairly, in all material respects, the results of operations of the
Company for the periods presented. Such adjustments consisted only of
normal recurring items. The statements have been prepared by the
Company pursuant to the rules and regulations of the Securities and
Exchange Commission. Certain information and footnote disclosures
normally included in financial statements prepared in accordance with
generally accepted accounting principles have been condensed or omitted
pursuant to such rules and regulations. It is suggested that these
consolidated financial statements be read in conjunction with the
consolidated financial statements and the accompanying notes included in
the Company's 1994 Annual Report.
The balance sheet at February 2, 1995 has been taken from the audited
financial statements at that date.
Restatement
___________
The results for the first quarter of 1994 have been restated to give
effect to a correction of the cumulative effect of the adoption of
Statement of Financial Accounting Standards (SFAS) No. 112, "Employers'
Accounting for Postemployment Benefits." The cumulative effect (net of
tax) of the adoption of SFAS No. 112 amounted to $17.0 million, or $.07
per share, compared to $6.4 million, or $.03 per share, as previously
reported.
Indebtedness
____________
Subsequent to May 4, 1995, the Company issued $200 million of 6.375%
notes under a shelf registration statement filed with the Securities and
Exchange Commission in 1992. The notes are due June 1, 2000 and
interest is paid semiannually. Proceeds from the issuance will be used
to reduce borrowings under the Company's commercial paper program. This
debt issuance completes the amount of debt available for issuance under
the 1992 shelf registration statement.
<PAGE>
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Results of Operations
_____________________
Sales for the 13 weeks ended May 4, 1995 increased by $174 million
(6.0%) over sales for the 13 weeks ended May 5, 1994. This increase
was due to improved identical store sales (which includes inflation) and
the continued expansion of net square footage. Identical store sales,
sales in stores that have been in operation for the full 13 week periods
of both years, increased 0.5% and comparable store sales (which include
replacement stores) increased 0.7%. Management estimates that annual
inflation in products the Company sells was approximately 1.0%. During
the quarter two stores were opened, two stores were closed and seven
store remodels were completed. Net square footage has increased 7.2%
from May 5, 1994.
The following table sets forth certain income statement components
expressed as a percent to sales and the year-to-year percentage changes
in the amounts of such components:
<TABLE>
<CAPTION>
Percent to Sales Percentage Incr.(Decr.)
___________________ _________________________
13 weeks ended First Quarter
___________________ _________________________
5-4-95 5-5-94 1995/1994 1994/1993
________ ________ ___________ ___________
<S> <C> <C> <C> <C>
Sales 100.00% 100.00% 6.0% 7.0%
Gross profit 25.14 24.84 7.3 9.3
Selling, general and
administrative
expenses 19.51 19.47 6.1 7.6
Operating profit 5.63 5.36 11.3 16.0
Interest expense,
net 0.47 0.55 (10.9) 13.3
Earnings before
income taxes and
cumulative effect
of accounting
change 5.25 4.76 17.0 16.4
Net earnings 3.22 2.34 45.7 (8.1)
</TABLE>
Gross profit, as a percent to sales, increased due primarily to the
increased utilization of the Company's distribution facilities.
Utilization of the Company's distribution system has enabled the Company
to better control product costs and product distribution. The pre-tax
LIFO charge reduced gross profit by $11.1 million (0.36% to sales) for
the 13 weeks ended May 4, 1995 and $12.0 million (0.41% to sales) for
the 13 weeks ended May 5, 1994.
The 1995 decrease in net interest expense resulted from the repayment
of debt. The 1994 increase in net interest expense resulted from
borrowings associated with the Company's purchase of its common stock
from the estate of J. A. Albertson on March 10, 1993.
The 1994 decrease in net earnings resulted from the cumulative effect
of adopting SFAS No. 112 "Employers' Accounting for Postemployment
Benefits."
<PAGE>
Liquidity and Capital Resources
_______________________________
The Company's operating results continue to enhance its financial
position and ability to continue its planned expansion program. Cash
provided by operating activities during the first quarter of 1995 was
$246 million compared to $158 million in the prior year. During the
quarter ended May 4, 1995 the Company spent $104 million for net capital
expenditures, $28 million for the payment of dividends and $152 million
to reduce long-term debt. Net commercial paper borrowings of $79
million were incurred during this same period. The Company's commercial
paper program is utilized to supplement cash requirements resulting from
seasonal fluctuations created by the Company's capital expenditure
program and changes in working capital. Accordingly, commercial paper
borrowings will fluctuate between the Company's quarterly reporting
periods.
Since 1987 the Board of Directors has continuously adopted or renewed
plans under which the Company is authorized, but not required, to
purchase shares of its common stock on the open market. The current
plan was adopted by the Board on March 6, 1995 and authorizes the
Company to purchase up to 5 million shares through March 31, 1996.
During the quarter ended May 4, 1995 no shares were purchased pursuant
to this program.
<PAGE>
PART II. OTHER INFORMATION
Item 1. Legal Proceedings
__________________________
There have not been any material developments in the routine
litigation referred to in the Form 10-K for the fiscal year ended
February 2, 1995.
Item 2. Changes in Securities
______________________________
In October 1994, the Company entered into a revolving credit
agreement with several banks, whereby the Company may borrow, from time
to time, principal amounts up to $400 million at any time prior to
October 5, 1999. In accordance with this revolving credit agreement,
the Company's consolidated tangible net worth, as defined, shall not be
less than $750 million.
Item 3. Defaults upon Senior Securities
________________________________________
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
____________________________________________________________
The Company held its Annual Meeting of Stockholders on May 26, 1995
and transacted the following business:
<TABLE>
<CAPTION>
(a) Election of Directors:
<S> <C> <C>
Nominee Votes For Votes Withheld
_________________ ___________ ______________
Cecil D. Andrus 226,905,142 1,024,436
John B. Fery 225,290,538 2,639,040
Warren E. McCain 225,963,945 1,961,633
J. B. Scott 226,007,763 1,921,815
Will M. Storey 227,054,327 875,251
Beatriz Rivera 226,947,888 981,690
</TABLE>
Continuing Class I Directors:
Clark A. Johnson Charles D. Lein Gary G. Michael
Steven D. Symms
Continuing Class II Directors:
Kathryn Albertson A. Gary Ames John B. Carley
Paul I. Corddry
(b) Approval of 1995 Stock-Based Incentive Plan:
Votes Broker
Votes For Against Abstentions Nonvotes
_____________ __________ ___________ __________
208,846,176 18,113,741 969,661 None
(c) Approval of 1995 Stock Option Plan for Non-Employee Directors:
Votes Broker
Votes For Against Abstentions Nonvotes
_____________ __________ ___________ __________
212,260,099 14,139,31 1,530,165 None
<PAGE>
(d) Ratification of appointment of Deloitte & Touche LLP as the
Company's independent auditors:
Votes Broker
Votes For Against Abstentions Nonvotes
_____________ ___________ ___________ __________
227,063,041 406,522 460,015 None
(e) Stockholder proposal to declassify the Board of Directors for
the purpose of director elections:
Votes Broker
Votes For Against Abstentions Nonvotes
_____________ ___________ ___________ __________
67,629,821 135,249,967 2,600,119 22,449,671
Item 5. Other Information
__________________________
Not applicable.
Item 6. Exhibits and Reports on Form 8-K
_________________________________________
a. Exhibits
10.24 1995 Stock-Based Incentive Plan (dated May 26, 1995)*
10.25 1995 Stock Option Plan for Non-Employee Directors
(dated May 26, 1995)*
10.25.1 Form of 1995 Stock Option Plan for Non-Employee
Directors Agreement (dated May 30, 1995)*
27 Financial data schedule for the 13 weeks ended May 4,
1995
* Identifies management contracts or compensatory plans or
arrangements required to be filed as an exhibit hereto.
b. The following reports on Form 8-K were filed during the quarter:
None.
<PAGE>
SIGNATURE
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 thereunto duly authorized.
ALBERTSON'S, INC.
_________________________________
(Registrant)
Date: June 2, 1995 A. CRAIG OLSON
_____________________ _________________________________
A. Craig Olson
Senior Vice President, Finance
and Chief Financial Officer
FORM 10-Q
1
WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.
<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
THIS SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM ALBERTSON'S
QUARTERLY REPORT TO STOCKHOLDERS FOR THE QUARTER ENDED MAY 4, 1995 AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C>
<PERIOD-TYPE> QTR-1
<FISCAL-YEAR-END> FEB-01-1996
<PERIOD-START> FEB-03-1995
<PERIOD-END> MAY-04-1995
<CASH> 72,014
<SECURITIES> 0
<RECEIVABLES> 106,310
<ALLOWANCES> 1,500
<INVENTORY> 901,769
<CURRENT-ASSETS> 1,166,581
<PP&E> 3,581,501
<DEPRECIATION> 1,226,377
<TOTAL-ASSETS> 3,665,778
<CURRENT-LIABILITIES> 1,070,326
<BONDS> 515,197
<COMMON> 254,031
0
0
<OTHER-SE> 1,500,808
<TOTAL-LIABILITY-AND-EQUITY> 3,665,778
<SALES> 3,083,424
<TOTAL-REVENUES> 3,083,424
<CGS> 2,308,209
<TOTAL-COSTS> 2,308,209
<OTHER-EXPENSES> 0
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 14,393
<INCOME-PRETAX> 161,948
<INCOME-TAX> 62,674
<INCOME-CONTINUING> 99,274
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 99,274
<EPS-PRIMARY> .39
<EPS-DILUTED> .39
</TABLE>
<PAGE>
EXHIBIT 10.24
Dated May 26, 1995
ALBERTSON'S, INC.
1995 STOCK-BASED INCENTIVE PLAN
Section 1. General Purposes of Plan.
The name of this plan is the Albertson's, Inc. 1995 Stock-Based
Incentive Plan (the "Plan"). The Plan was adopted on April 5, 1995 by
the Compensation Committee of the Board of Directors, with authorization
from the Board, and is subject to the approval of the Company's
stockholders, which approval is expected to be obtained on May 26, 1995.
The purposes of the Plan are to promote the growth and profitability of
the Company by enabling it to attract and retain the best available
personnel for positions of substantial responsibility, to provide key
employees with an opportunity for investment in the Company's Common
Stock, to give them an additional incentive to increase their efforts on
behalf of the Company and its Subsidiaries, and to further align the
long-term interests of key employees with those of the stockholders.
Awards granted under the Plan may be (a) options which may be designated
as (i) Nonqualified Stock Options or (ii) Incentive Stock Options;
(b) Stock Appreciation Rights; (c) Restricted or Deferred Stock; or
(d) other forms of stock-based incentive awards.
Section 2. Definitions.
The terms defined in this Section 2 shall, for all purposes of this
Plan, have the meanings herein specified:
(a) "Act" shall mean the Securities Exchange Act of 1934.
(b) "Administrator" shall mean the Board, or if the Board does not
administer the Plan, the Committee in accordance with Section 4.
(c) "Award Agreement" shall mean a Stock Option Agreement or other
written agreement between the Company and a Participant evidencing
the number of shares of Common Stock, SARs or Units subject to the
Award and setting forth the terms and conditions of the Award as
the Committee may deem appropriate which shall not be inconsistent
with the Plan.
(d) "Award Price" shall mean the Option Price in the case of an
Option or the price to be paid for the shares of Common Stock,
SARs or Units to be granted pursuant to an Award Agreement.
(e) "Awards" shall mean, collectively, (i) Options which may be
designated as
(A) Nonqualified Stock Options or
(B) Incentive Stock Options; (ii) Stock Appreciation Rights
(SARs); (iii) Restricted or Deferred Stock; or (iv) other forms of
stock-based incentive awards as described in Section 10 hereof.
(f) "Board" or "Board of Directors" shall mean the Board of
Directors of the Company.
(g) "Code" shall mean the Internal Revenue Code of 1986, as
amended from time to time, or any successor thereto.
(h) "Commission" shall be the Securities and Exchange Commission.
(i) "Committee" shall mean the committee appointed by the Board of
Directors pursuant to Section 4 hereof.
<PAGE>
(j) "Common Stock" shall mean the Company's presently authorized
Common Stock, par value $1.00 per share, except as this definition
may be modified pursuant to Section 14 hereof.
(k) "Company" shall mean Albertson's, Inc., a Delaware
corporation.
(l) "Deferred Stock" shall mean deferred stock awards as described
in Section 9 hereof.
(m) "Demotion" shall mean the reduction of an Optionee's salary
grade, job classification, or title (the Optionee's job
classification or title shall govern in cases where said job
classification or title are not defined by means of a salary
grade) with the Company to a level at which Options under this
Plan or any other option plan of the Company have not been granted
within the three years preceding such demotion.
(n) "Employee" or "Employees" shall mean key persons (including,
but not limited to, employee members of the Board of Directors and
officers) employed by the Company, or a Subsidiary thereof, on a
full-time basis and who are compensated for such employment by a
regular salary.
(o) "Fair Market Value" shall mean the last sale price of the
Common Stock on the New York Stock Exchange Composite Tape on the
date an Award is granted or exercised, as applicable, (or for
purposes of determining the value of shares of Common Stock used
in payment of the Award Price, the date the certificate is
delivered) or, if there are no sales on such date, on the next
following day on which there are sales.
(p) "Incentive Stock Option" shall mean an "incentive stock
option" as defined in Section 422 of the Code.
(q) "Mature Stock" shall mean Common Stock which was obtained
through the exercise of an option under this Plan or any other
plan of the Company, which is delivered to the Company in order to
exercise an Option and which has been held continuously by an
Optionee for the longer of: (i) six months or more, or (ii) any
other period that may in the future be recognized under Generally
Accepted Accounting Principles for purposes of defining the term
"Mature Stock" in connection with such an Option exercise.
(r) "Nonqualified Stock Option" shall mean an Option that by its
terms is designated as not being an Incentive Stock Option as
defined above.
(s) "Option" shall mean the option to purchase shares of Common
Stock set forth in a Stock Option Agreement between the Company
and an Optionee and which may be granted as a Nonqualified Stock
Option or an Incentive Stock Option.
(t) "Optionee" shall mean an eligible Employee, as described in
Section 5 hereof, who accepts an Option.
(u) "Option Price" shall mean the price to be paid for the shares
of Common Stock being purchased pursuant to a Stock Option
Agreement.
(v) "Option Period" shall mean the period from the date of grant
of an Option to the date after which such Option may no longer be
<PAGE>
exercised. Nothing in this Plan shall be construed to extend the
termination date of the Option Period beyond the date set forth in
the Stock Option Agreement.
(w) "Participant" shall be an Employee who has been granted an
Award under the Plan.
(x) "Plan" shall mean the Albertson's, Inc. 1995 Stock-Based
Incentive Plan.
(y) "Restricted Stock" shall mean restricted stock awards as
described in Section 9 hereof.
(z) "SARs" shall mean stock appreciation rights as described in
Section 8 hereof.
(aa) "Stock Appreciation Rights" shall mean stock appreciation
rights as described in Section 8 hereof.
(bb) "Stock Option Agreement" shall mean the written agreement
between the Company and Optionee setting forth the Option and the
terms and conditions upon which it may be exercised.
(cc) "Subsidiary" shall mean any corporation in which the Company
owns, directly or indirectly through Subsidiaries, at least 50% of
the total combined voting power of all classes of stock, or any
other entity (including, but not limited to, partnerships and
joint ventures) in which the Company owns an interest of at least
50% of the total combined equity thereof.
(dd) "Successor" or "Successors" shall have the meaning set forth
in Subsection C3(d) of Section 7 hereof.
(ee) "Ten Percent Stockholder" shall mean an Employee within the
meaning of this term as used in Section 422 of the Code.
(ff) "Unit" shall mean a unit of measurement which is measured by
the Fair Market Value of the Common Stock.
Section 3. Effective Date and Term.
The effective date of the Plan is May 26, 1995, subject to approval by
the stockholders of the Company at the Annual Meeting of Stockholders on
such date.
No Award shall be granted pursuant to the Plan on or after the tenth
anniversary of the effective date, but Awards theretofore granted may
extend beyond that date.
Section 4. Administration.
The Plan shall be administered by the Board in accordance with the
requirements of Rule 16b-3 as promulgated by the Commission under the
Act, or by the Compensation Committee of the Board plus such additional
individuals as the Board shall designate in order to fulfill the
Disinterested Persons requirement of Rule 16b-3 and as such Rule may be
amended from time to time, or any successor definition adopted by the
Commission, or any other committee the Board may subsequently appoint to
administer the Plan. Any committee so designated shall be composed
entirely of individuals who meet the qualifications referred to in
Rule 16b-3.
<PAGE>
Members of the Committee shall serve at the pleasure of the Board of
Directors. Vacancies occurring in the membership of the Committee shall
be filled by appointment by the Board of Directors. No member of the
Committee, while serving as such, shall be eligible to receive any Award
hereunder, although membership on the Committee shall not affect or
impair any rights under any Award granted to such member at a time when
not a member of the Committee.
The Committee shall keep minutes of its meetings. A majority of the
Committee shall constitute a quorum thereof and the acts of a majority
of the members present at any meeting of the Committee at which a quorum
is present, or acts approved in writing by a majority of the entire
Committee, shall be the acts of the Committee.
If at any time the Board shall not administer the Plan, then the
functions of the Board shall be exercised by the Committee.
Section 5. Eligibility.
Subject to the provisions of the Plan, the Administrator shall determine
and designate from time to time those key Employees of the Company or
its Subsidiaries to whom Awards are to be granted, the number of shares
of Common Stock, SARs or Units to be awarded from time to time to any
individual and the length of the term of any Award. In determining the
eligibility of an Employee to receive an Award, as well as in
determining the size of the Award to be made to any Employee, the
Administrator shall consider the position and responsibilities of the
Employee being considered, the nature and value to the Company or a
Subsidiary of the Employee's services and accomplishments, the
Employee's present and potential contribution to the success of the
Company or its Subsidiaries and such other factors as the Administrator
may deem relevant. An Employee who has been granted an Award in one
year shall not necessarily be entitled to be granted Awards in
subsequent years.
More than one Award may be granted to an individual, but the aggregate
number of shares of Common Stock, SARs or Units with respect to which an
Award is made to any individual, during the life of the Plan, may not,
subject to adjustment as provided in Section 14 hereof, exceed 10% of
the shares of Common Stock reserved for purposes of the Plan in
accordance with the provisions of Section 6 hereof. The Administrator
may at any time, regardless of the then current Fair Market Value of the
Common Stock, grant new Awards to a Participant in exchange for the
surrender of a previously granted Award.
Section 6. Number of Shares Subject to the Plan.
Under the Plan the maximum number and kind of shares with respect to
which Awards may be granted, subject to adjustment in accordance
with Section 14 hereof, is ten million (10,000,000) shares of Common
Stock. The Common Stock to be offered under the Plan may be either
authorized and unissued shares or issued shares reacquired by the
Company and presently or hereafter held as treasury shares. The Board
of Directors has reserved for the purposes of the Plan a total of
ten million (10,000,000) of the authorized but unissued shares of Common
Stock, subject to adjustment in accordance with Section 14 hereof. If
any shares as to which an Award granted under the Plan shall remain
unexercised at the expiration thereof or shall be terminated
unexercised, they may be the subject of further Awards provided that the
Plan has not been terminated pursuant to Section 18 hereof.
<PAGE>
Section 7. Stock Options.
The Administrator may grant Options which may be designated as
(i) Nonqualified Stock Options or (ii) Incentive Stock Options. The
grant of each Option shall be confirmed by a Stock Option Agreement (in
a form prescribed by the Administrator) that shall be executed by the
Company and by the Optionee as promptly as practicable after such grant.
The Stock Option Agreement shall expressly state or incorporate by
reference the applicable provisions of this Plan pertaining to the type
of Option granted.
A. Nonqualified Stock Options. A Nonqualified Stock Option is an
Award in the form of an Option to purchase a specified number of
shares of Common Stock during such specified time as the
Administrator may determine, not to exceed ten (10) years, at a
price determined by the Administrator that, unless deemed
otherwise by the Administrator, is not less than the Fair Market
Value of the Common Stock on the date the Option is granted.
B. Incentive Stock Options. An Incentive Stock Option is an
Award in the form of an Option to purchase Common Stock that is
identified as an Incentive Stock Option, complies with the
requirements of Code Section 422 or any successor section and
includes the following:
1. The aggregate fair market value (determined at the time
of the grant of the Award) of the shares of Common Stock
subject to Incentive Stock Options which are exercisable
by one person for the first time during a particular
calendar year shall not exceed $100,000. To the extent
that Incentive Stock Options granted to an Employee
exceed the limitation set forth in the preceding
sentence, Incentive Stock Options granted last shall be
treated as Nonqualified Stock Options.
2. No Incentive Stock Option may be granted under this Plan
on or after the tenth anniversary of the date this Plan is
adopted or the date this Plan is approved by stockholders,
whichever is earlier.
3. No Incentive Stock Option may be exercisable more than:
(a) ten (10) years after the date the Incentive Stock Option
is granted, in the case of an Employee who is not a Ten
Percent Stockholder on the date the Incentive Stock
Option is granted; and
(b) five (5) years after the date the Incentive Stock Option
is granted, in the case of an Employee who is a Ten Percent
Stockholder on the date the Incentive Stock Option is
granted.
4. The exercise price of any Incentive Stock Option shall
be determined by the Administrator and shall be no less
than:
(a) the Fair Market Value of the Common Stock subject to the
Incentive Stock Option on the grant date, in the case of an
Employee who is not a Ten Percent Stockholder on the date
the Incentive Stock Option is granted; and
(b) 110 percent of the Fair Market Value of the Common Stock
subject to the Incentive Stock Option on the grant date, in
<PAGE>
the case of an Employee who is a Ten Percent Stockholder on
the date the Incentive Stock Option is granted.
C. Provisions Applicable to Either Nonqualified Stock Options or
Incentive Stock Options
1. Option Periods
The term of each Option granted under this Plan shall be for
such period as the Administrator shall determine, but not
more than 10 years from the date of grant thereof, subject
to Subsection 3 of Subsection B hereof, or to earlier
termination as herein after provided in Subsection 3 of this
Subsection C.
2. Exercise of Options
Each Option granted under this Plan may be exercised on such
date or dates during the Option Period for such number of
shares as shall be prescribed by the provisions of the Stock
Option Agreement evidencing such Option, provided that:
(a) An Option may be exercised, (i) only by the Optionee
during the continuance of the Optionee's employment by the
Company or a Subsidiary, or (ii) after termination of the
Optionee's employment by the Company or a Subsidiary in
accordance with the provisions of Subsection 3 of this
Subsection C.
(b) An Option may be exercised by the Optionee or a
Successor only by written notice (in the form prescribed by
the Administrator) to the Company specifying the number of
shares to be purchased.
(c) The aggregate Option Price of the shares as to which an
Option may be exercised shall be paid in full upon exercise
by any one or any combination of the following: cash,
personal check, wire transfer, certified or cashier's check
or delivery of certificates for Mature Stock or other Common
Stock which was not obtained through the exercise of a stock
option, endorsed in blank or accompanied by executed stock
powers with signatures guaranteed by a national bank or
trust company or a member of a national securities exchange.
Payment of the Option Price with certificates evidencing
shares of Mature Stock or Common Stock as provided above
shall not increase the number of shares available for the
grant of Options under the Plan.
As soon as practicable after receipt by the Company of
notice of exercise and of payment in full of the Option
Price of the shares with respect to which an Option has been
exercised and any applicable taxes, a certificate or
certificates representing such shares shall be registered in
the name of the Optionee or the Optionee's Successor and
shall be delivered to the Optionee or the Optionee's
Successor. An Optionee or Successor shall have no rights as
a stockholder with respect to any shares covered by the
Option until the Optionee or Successor shall have become the
holder of record of such shares, and, except as provided in
Section 14 hereof, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash,
securities or other property) or distributions or other
rights in respect of such shares for which the record date
<PAGE>
is prior to the date on which the Optionee or Successor
shall have become the holder of record thereof.
3. Termination of Employment; Demotion
The effect of the Demotion (as "Demotion" is defined in
Subsection 2(m) of this Plan) of an Optionee by the Company
or of the termination of an Optionee's employment with the
Company or a Subsidiary shall be as follows:
(a) Involuntary Termination or Demotion. If the employment
of an Optionee is terminated involuntarily by the Company or
a Subsidiary or if the Optionee receives a Demotion, the
right to exercise any outstanding Options, whether presently
exercisable or not, held by such Optionee shall terminate,
notwithstanding any other provisions herein, on the date
such Options expire or three months following such Demotion
or involuntary termination, whichever first occurs; it being
understood, however, that such right to exercise any
outstanding Options during such period shall only exist to
the extent such Options were exercisable immediately
preceding such Demotion or involuntary termination of
employment under the provisions of the applicable agreements
relating thereto, or the Administrator, in its sole
discretion, specifically waives in writing the restrictions
relating to exercisability, if any, contained in such
agreements. Upon expiration of such period, all of such
Optionee's rights under any Option shall lapse and be
without further force or effect.
(b) Disability. If the employment of an Optionee is
interrupted by reason of a "disability," as defined in
Albertson's, Inc. Employees' Disability Benefits Plan or a
successor plan or Albertson's Southern Region Employees'
Disability Benefits Plan or a successor plan (collectively
referred to herein as the "Disability Plan") and a
determination has been made by the trustees under the
Disability Plan that such Optionee is eligible to receive
disability payments thereunder ("Disability Determination"),
the right to exercise any outstanding Options, whether
presently exercisable or not, held by such Optionee shall
terminate, notwithstanding any other provisions herein, on
the date such Options expire or within one year of the date
that the first payment is made pursuant to the Disability
Determination, whichever is the shorter period; it being
understood, however, that such right to exercise any
outstanding Options during such period shall only exist to
the extent such Options were exercisable immediately
preceding the date of the Disability Determination under the
provisions of the applicable agreements relating thereto, or
the Administrator in its sole discretion, specifically
waives in writing the restrictions relating to
exercisability, if any,contained in such agreements. Upon
expiration of such period, all of such Optionee's rights
under any Option shall lapse and be without further force or
effect.
(c) Retirement. If an Optionee's employment terminates as
the result of retirement of the Optionee under any
retirement plan of the Company or a Subsidiary, an Optionee
with a Nonqualified Stock Option may exercise any
outstanding Nonqualified Stock Option at any time prior to
the expiration date of the Nonqualified Stock Option or
<PAGE>
within one year following the effective date of the
Optionee's retirement, whichever is the shorter period and
an Optionee with an Incentive Stock Option may exercise any
outstanding Incentive Stock Option at any time prior to the
expiration date of the Incentive Stock Option or within
three months following the effective date of the Optionee's
retirement, whichever is the shorter period; it being
understood, however, that such right to exercise Options
during such applicable periods shall only exist to the
extent such Options were exercisable on the date of such
termination under the provisions of the applicable
agreements relating thereto, or the Administrator, in its
sole discretion, specifically waives in writing the
restrictions relating to exercisability, if any, contained
in such agreements. Upon expiration of such applicable
period all of such Optionee's rights under the Option shall
lapse and be without further force or effect.
(d) Death. (i) If an Optionee shall die while an Employee
or within three months after the date that a determination
is made under the Disability Plan that such Optionee is
eligible to receive disability payments thereunder, the
Optionee's Option or Options may be exercised by the person
or persons entitled to do so under the Optionee's will or,
if the Optionee shall have failed to make testamentary
disposition of such Options or shall have died intestate, by
the Optionee's legal representative or representatives (such
person, persons, representative or representatives are
referred to herein as the "Successor" or "Successors" of an
Optionee), in either case at any time prior to the
expiration date of such Options or within one year of the
date of the Optionee's death, whichever is the shorter
period; it being understood, however, that such right to
exercise Options during such period shall only exist to the
extent such Options were exercisable on the date of the
Optionee's death under the provisions of the applicable
agreements relating thereto, or the Administrator, in its
sole discretion, specifically waives in writing the
restrictions relating to exercisability, if any, contained
in such agreements. Upon expiration of such period, all of
such Optionee's rights under any Option shall lapse and be
without further force or effect. (ii) If an Optionee shall
die within one year after the Optionee's retirement or
within three months after the involuntary termination of the
Optionee's employment, the Optionee's Options may be
exercised by the Optionee's Succesors at any time prior to
the expiration date of such Options or within one year of
the date of the Optionee's death, whichever is the shorter
period; it being understood, however, that such right to
exercise Options during such period shall only exist to the
extent such Options were exercisable on the date of the
Optionee's retirement or termination of employment under the
provisions of the applicable agreements relating thereto, or
the Administrator, in its sole discretion, specifically
waives in writing the restrictions relating to
exercisability, if any, contained in such agreements. Upon
expiration of such period all of such Optionee's rights
under any Option shall lapse and be without further force or
effect.
(e) Voluntary or Other Termination. If the employment of
an Optionee shall terminate voluntarily or for any reason
other than as set forth in Paragraphs (a), (b), (c) or
<PAGE>
(d) above, the Optionee's rights under any then outstanding
Options shall terminate on the date of such termination of
employment; provided, however, the Administrator may, in its
sole discretion, take such action as it considers
appropriate to waive in writing such automatic termination
and/or the restrictions, if any, contained in the applicable
agreements relating thereto.
(f) To the extent that an Option may be exercised during a
period designated (expressly or pursuant to an action of the
Administrator) in Subsection C3 of this Section 7, unless
exercised within such designated period, the Option shall
thereafter be null and void.
4. Other Terms
Options granted pursuant to the Plan may contain such other
terms, restrictions, provisions and conditions not
inconsistent herewith as may be determined by the
Administrator.
Section 8. Stock Appreciation Rights.
(a) A stock appreciation right or SAR is a right to receive, upon
surrender of the right, but without payment, an amount payable in cash.
The amount payable with respect to each SAR shall be equal in value to
the excess, if any, of the Fair Market Value of a share of Common Stock
on the exercise date over the exercise price of the SAR. The exercise
price of the SAR shall be determined by the Administrator and shall not
be less than the Fair Market Value of a share of Common Stock on the
date the SAR is granted.
(b) In the case of an SAR granted in tandem with an Incentive Stock
Option to an Employee who is a Ten Percent Shareholder on the date of
such grant, the amount payable with respect to each SAR shall be equal
in value to the excess, if any, of the Fair Market Value of a share of
Common Stock on the exercise date over the exercise price of the SAR,
which exercise price shall not be less than 110% of the Fair Market
Value of a share of Common Stock on the date the SAR is granted.
(c) The exercise price shall be established by the Administrator at the
time the SAR is granted. A SAR may contain such other terms,
restrictions, provisions and conditions not inconsistent herewith as may
be determined by the Administrator.
Section 9. Restricted Stock/Deferred Stock.
(a) Restricted Stock is Common Stock of the Company that is issued to a
Participant at a price determined by the Administrator, which price may
be zero (if permitted by law), and is subject to restrictions on
transfer and/or such other restrictions on incidents of ownership as the
Administrator may determine. Restricted Stock may contain such other
terms, restrictions, provisions and conditions not inconsistent herewith
as may be determined by the Administrator.
(b) Deferred Stock is an Award of Common Stock which is made to a
Participant at a price determined by the Administrator, which price may
be zero (if permitted by law) and which is not issued to the Participant
until all the restrictions on transfer and/or such other restrictions on
incidents of ownership as the Administrator has determined have lapsed.
Deferred Stock may contain such other terms, restrictions, provisions
and conditions not inconsistent herewith as may be determined by the
Administrator.
<PAGE>
Section 10. Other Stock-Based Incentive Awards.
The Administrator may from time to time grant Awards under this Plan
that provide the Participant with the right to purchase Common Stock or
that are valued by reference to the Fair Market Value of the Common
Stock (including, but not limited to, phantom securities or dividend
equivalents). Such Awards shall be in a form determined by the
Administrator, provided that such Awards shall not be inconsistent with
the terms and purposes of the Plan. The Administrator will determine
the price of any Award and may accept any lawful consideration therefor.
Such Awards may contain such other terms, restrictions, provisions and
conditions not inconsistent herewith as may be determined by the
Administrator.
Section 11. No Right to Continued Employment.
Neither the Plan nor any Awards granted under the Plan shall be deemed
to confer upon any Employee any right to continued employment by the
Company or any Subsidiary, and shall not interfere in any way with the
right of the Company or any Subsidiary to demote or discharge the
Employee for any reason at any time. Nothing contained in the Plan
shall prevent the Board from adopting other or additional compensation
arrangements, subject to stockholder approval if such approval is
required; and such arrangements may be either generally applicable or
applicable only in specific cases.
Section 12. Listing and Registration of Shares.
If at any time the Board of Directors shall determine, in its
discretion, that the listing, registration or qualification of any of
the shares subject to Awards under the Plan upon any securities exchange
or under any state or federal law, or the consent or approval of any
governmental regulatory body, is necessary or desirable as a condition
of or in connection with the purchase or issuance of shares thereunder,
no outstanding Awards may be exercised in whole or in part unless such
listing, registration, qualification, consent or approval shall have
been effected or obtained free of any conditions not acceptable to the
Board of Directors. The Board of Directors may require any person
exercising an Award to make such representations and furnish such in
formation as it may consider appropriate in connection with the issuance
or delivery of the shares in compliance with applicable law and shall
have the authority to cause the Company at its expense to take any
action related to the Plan that may be required in connection with such
listing, registration, qualification, consent or approval.
Section 13. Acceleration of Awards Upon Change in Control and
Termination of Employment.
(a) Notwithstanding anything to the contrary contained elsewhere in this
Plan, unless the terms of the Award Agreement specifically provide
otherwise or unless otherwise determined by the Administrator in writing
at or after award, but prior to the occurrence of a Change in Control
(as defined below), upon a Change in Control, each outstanding Award
shall become immediately vested and/or exercisable for the total
remaining number of shares of Common Stock, SARs or Units covered by the
Award.
(b) Notwithstanding anything to the contrary contained elsewhere in this
Plan or under the terms of any Award Agreement, if any Participant's
employment with the Company is terminated by the Company prior to a
Change in Control without Cause (as defined below) at the direction of a
"person" (as defined for purposes of Section 13(d) of the Act) who has
entered into an agreement with the Company the consummation of which
<PAGE>
will constitute a Change in Control, the Award of such terminated
Participant shall become immediately exercisable, as of the date
immediately preceding such date of termination, for the total remaining
number of shares of Common Stock, SARs or Units covered by the Award.
For purposes of this Section, "Cause" shall mean (i) the willful and
continued failure by the Participant to substantially perform his or her
duties with the Company (other than due to incapacity due to physical or
mental illness) or (ii) the willful engaging by the Participant in
conduct which is demonstrably and materially injurious to the Company or
its Subsidiaries.
(c) For purposes of this Section, "Change in Control" shall mean the
occurrence in a single transaction or series of transactions of any one
of the following events or circumstances: (i) merger, consolidation or
reorganization where the beneficial owners of the voting securities of
the Company immediately preceding such merger, consolidation or
reorganization beneficially own less than 80% of the securities
possessing the right to vote to elect directors or to authorize a
merger, consolidation or reorganization with respect to the survivor,
after giving effect to such merger, consolidation or reorganization,
(ii) merger, consolidation or reorganization of the Company where 20% or
more of the incumbent directors of the Company are changed,
(iii) acquisition by any person or group, as defined for purposes of
Section 13(d) of the Act, other than a trustee or other fiduciary
holding voting securities of the Company under an employee benefit plan
of the Company (or a corporation owned, directly or indirectly, by the
holders of voting securities of the Company in substantially the same
proportion as their ownership of voting securities of the Company) of
beneficial ownership of 20% or more of the voting securities of the
Company (such amount to include any voting securities of the Company
acquired prior to the effective date of this Plan), (iv) during any
period of two (2) consecutive years, individuals who at the beginning of
such period constitute the Board of Directors and any new director
(other than a director designated by a person who has entered into an
agreement with the Company to effect a transaction described in
clauses (i), (ii), (iii) or (v) of this Subsection) whose election by
the Company's stockholders was approved by a vote of at least two-thirds
(_) of the directors still in office who either were directors at the
beginning of the period or whose election or nomination for election was
previously so approved, cease for any reason to constitute a majority
thereof, or (v) approval by the stockholders of the Company of a plan of
liquidation or dissolution with respect to the Company or an agreement
for the sale or disposition by the Company of all or substantially all
the Company's assets; provided, that in the event the exact date of a
Change in Control cannot be determined, such Change in Control will be
deemed to have occurred on the earliest date on which it could have
occurred. For these purposes, the Administrator shall rely upon any
notice from the Company that concludes that a Change in Control has
occurred. In the absence of such a notice, the Administrator shall
determine whether a Change in Control has occurred and shall specify the
date on which the Change in Control occurred, or if an exact date cannot
be determined, the earliest date on which such Change in Control could
have occurred. Notwithstanding the foregoing, a Change in Control shall
not include, with respect to an individual Participant, any event,
circumstance or transaction described in clauses (i), (ii), (iii),
(iv) or (v) of this Subsection which results, within the six-month
period preceding such event, circumstance or transaction, from the
action of any entity or group which includes, is affiliated with or is
wholly or partly controlled by such individual Participant (a
"Participant Group"), provided, however, that such action shall not be
taken into account for this purpose if it occurs within such six-month
period after the action of any person or group (within the meaning of
clause (iii) of this Subsection) which is not a Participant Group.
<PAGE>
Section 14. Adjustments.
In the event of any merger, reorganization, consolidation,
recapitalization, stock dividend, stock split-up, reverse stock split,
combination of shares or other change in corporate structure affecting
the Common Stock, a substitution or adjustment shall be made in (i) the
aggregate number of shares reserved for issuance under the Plan, and
(ii) the kind, number and Award Price of shares subject to outstanding
Awards granted under the Plan as may be determined by the Administrator,
in its sole discretion, provided that the number of shares subject to
any Award shall always be a whole number. Such other substitutions or
adjustments shall be made as may be determined by the Administrator, in
its sole discretion.
Upon any adjustment made pursuant to this Section 14 the Company will,
upon request, deliver to the Participant or to the Participant's
Successors a certificate of its Secretary setting forth the Award Price
thereafter in effect and the number and kind of shares or other
securities thereafter purchasable upon the exercise of such Award.
Section 15. Use of Proceeds.
The proceeds received by the Company from the sale of shares pursuant to
Options granted under this Plan or from the exercise of other Awards
shall be available for general corporate purposes.
Section 16. Tax Withholding.
The Administrator may establish such rules and procedures as it
considers desirable in order to satisfy any obligation of the Company
and any Subsidiary to withhold federal income taxes or other taxes with
respect to any Award made under the Plan. Such rules and procedures may
provide (i) in the case of Awards paid in shares of Common Stock, that
the person receiving the Award may satisfy the withholding obligation by
instructing the Company to withhold shares of Common Stock otherwise
issuable upon exercise of such Award in order to satisfy such
withholding obligation and (ii) in the case of an Award paid in cash,
that the withholding obligation shall be satisfied by withholding the
applicable amount and paying the net amount in cash to the Participant.
Section 17. Nontransferability.
Each Award granted under the Plan shall by its terms be nontransferable
by the holder of such Award except by will or the laws of descent and
distribution or as may otherwise be permitted by Rule 16b-3 of the Act
and for Incentive Stock Options by Code Section 422; provided, however,
that any Award so transferred shall continue to be subject to all the
terms and conditions contained in the Award Agreement, and each Award
shall be exercisable during the holder's lifetime only by the holder or
in accordance with the terms of such permitted transfer.
Section 18. Interpretation, Amendments and Termination.
The Administrator may make such rules and regulations and establish such
procedures for the administration of the Plan as it deems appropriate.
In the event of any dispute or disagreement as to the interpretation of
this Plan or of any rule, regulation or procedure, or as to any
question, right or obligation arising from or related to the Plan, the
decision of the Administrator shall be final and binding upon all
persons.
The Board may amend, alter or discontinue the Plan, but no amendment,
alteration, or discontinuation shall be made that would impair the
<PAGE>
rights of a Participant under any Award theretofore granted without such
Participant's consent, or that, without the approval of the Company
stockholders, would:
(a) except as provided in Section 14, increase the total number of
shares of Common Stock reserved for the purposes of the Plan;
(b) change the Employees or class of Employees eligible to
participate in the Plan; or
(c) extend the maximum period during which Awards may be granted.
Notwithstanding the foregoing, stockholder approval under this
Section 18 shall be required only at such times and under such
circumstances as stockholder approval would be required under Rule 16b-3
of the Act with respect to any material amendment to any employee
benefit plan of the Company.
The Administrator may amend the terms of any award theretofore granted,
prospectively or retroactively, but, subject to Section 14 above, no
such amendment shall impair the rights of any holder without his or her
consent.
The Board of Directors may, in its discretion, terminate this Plan at
any time. Termination of the Plan shall not affect the rights of
Participants or their Successors under any Awards outstanding and not
exercised in full on the date of termination.
Section 19. General
Provisions.
No Award may be exercised by the holder thereof if such exercise, and
the receipt of cash or stock thereunder, would be, in the opinion of
counsel selected by the Administrator, contrary to law or the
regulations of any duly constituted authority having jurisdiction over
the Plan.
Absence on leave approved by a duly constituted officer of the Company
or any of its Subsidiaries shall not be considered interruption or
termination of service of any Employee for any purposes of the Plan or
Awards granted thereunder, except that no Awards may be granted to an
Employee while he or she is absent on leave.
No Participant shall have any rights as a stockholder with respect to
any shares subject to Awards granted to him or her under the Plan prior
to the date as of which he or she is actually recorded as the holder of
such shares upon the stock records of the Company.
Nothing contained in the Plan or in Awards granted thereunder shall
confer upon any Employee any right to continue in the employ of the
Company or any of its Subsidiaries or interfere in any way with the
right of the Company or any of its Subsidiaries to terminate his or her
employment at any time.
Any Award Agreement may provide that stock issued upon exercise of any
Award may be subject to such restrictions, including, without
limitation, restrictions as to transferability and restrictions
constituting substantial risks or forfeiture as the Committee may
determine at the time such Award is granted.
<PAGE>
Section 20. Indemnification and Exculpation.
Each person who is or shall have been a member of the Board of Directors
or of the Committee administering the Plan shall be indemnified and held
harmless by the Company against and from any and all loss, cost,
liability or expense that may be imposed upon or reasonably incurred by
such person in connection with or resulting from any claim, action, suit
or proceeding to which such person may be or become a party or in which
such person may be or become involved by reason of any action taken or
failure to act under the Plan and against and from any and all amounts
paid by such person in settlement thereof (with the Company's written
approval) or paid by such person in satisfaction of a judgment in any
such action, suit or proceeding, except a judgment in favor of the
Company based upon a finding of such person's lack of good faith;
subject, however, to the condition that, upon the institution of any
claim, action, suit or proceeding against such person, such person shall
in writing give the Company an opportunity, at its own expense, to
handle and defend the same before such person undertakes to handle and
defend it on such person's behalf. The foregoing right of
indemnification shall not be exclusive of any other right to which such
person may be entitled as a matter of law or otherwise, or any power
that the Company may have to indemnify or hold such person harmless.
Each member of the Board of Directors or of the Committee administering
the Plan, and each officer and employee of the Company, shall be fully
justified in relying or acting in good faith upon any information
furnished in connection with the administration of the Plan by any
appropriate person or persons other than such person. In no event shall
any person who is or shall have been a member of the Board of Directors
or of the Committee administering the Plan, or an officer or employee of
the Company be held liable for any determination made or other action
taken or any omission to act in reliance upon any such information, or
for any action (including the furnishing of information) taken or any
failure to act, if in good faith.
Section 21. Notices.
All notices under the Plan shall be in writing, and if to the Company,
shall be delivered to the Secretary of the Company or mailed to its
principal office, 250 Parkcenter Blvd., Post Office Box 20, Boise, Idaho
83726, addressed to the attention of the Secretary; and if to a
Participant, shall be delivered personally or mailed to the Participant
at the address appearing in the payroll records of the Company or a
Subsidiary. Such addresses may be changed at any time by written notice
to the other party.
<PAGE>
EXHIBIT 10.25
Dated May 26, 1995
ALBERTSON'S, INC.
1995 STOCK OPTION PLAN
FOR NON-EMPLOYEE DIRECTORS
Section 1. General Purpose of Plan;
Definitions.
The name of this plan is the Albertson's, Inc. 1995 Stock Option Plan
for Non-Employee Directors (the "Plan"). The purpose of the Plan is to
enable Albertson's, Inc. (the "Company"), to compensate non-employee
members of the Board of Directors of the Company and to provide
incentives to such members, which incentives are linked directly to
increases in stockholder value and will benefit all stockholders of the
Company.
For purposes of this Plan, the following terms shall be defined as set
forth below:
(a) "Board" means the Board of Directors of the Company.
(b) "Code" means the Internal Revenue Code of 1986, as amended
from time to time, or any successor thereto.
(c) "Committee" means the Non-Employee Directors' Deferred
Compensation Committee of the Board, or any other committee the
Board may subsequently appoint to administer the Plan pursuant to
Section 2.
(d) "Company" shall mean Albertson's, Inc., a corporation
organized under the laws of the State of Delaware (or any
successor corporation).
(e) "Effective Date" shall mean May 26, 1995, subject to approval
by the stockholders of the Company at the Annual Meeting of
Stockholders on such date.
(f) "Fair Market Value" shall mean the last sale price of Stock on
the New York Stock Exchange Composite Tape on the date a Stock
Option is granted pursuant to Section 5 hereunder (or for purposes
of determining the value of Stock used in payment of the Stock
Option price, the date the certificate is delivered) or, if there
are no sales on such date, on the next following date on which
there are sales.
(g) "Mature Stock" shall mean Stock which was obtained through the
exercise of an option under this Plan or any other plan of the
Company, which is delivered to the Company in order to exercise an
Option and which has been held continuously by an Optionee for the
longer of: (i) six months or more, or (ii) any other period that
may in the future be recognized under Generally Accepted
Accounting Principles for purposes of defining the term "Mature
Stock" in connection with such an option exercise.
(h) "Nonqualified Stock Option" means any Stock Option that by its
terms is designated as not being an "incentive stock option"
within the meaning of Section 422 of the Code.
(i) "Optionee" means the recipient of a Stock Option.
<PAGE>
(j) "Stock" means the Company's presently authorized Common Stock,
par value $1.00 per share, except as this definition may be
modified pursuant to Section 3 hereunder.
(k) "Stock Option" means any nonqualified option to purchase
shares of Stock granted pursuant to Section 5.
Section 2. Administration.
The Plan shall be administered by a Committee of not less than two
Directors, who shall be appointed by the Board and who shall serve at
the pleasure of the Board. If at any time no Committee shall be in
office, then the functions of the Committee shall be exercised by the
Board.
Section 3. Stock Subject to Plan.
The total number of shares of Stock reserved and available for issuance
under the Plan shall be 400,000. Such shares may consist, in whole or
in part, of authorized and unissued shares or treasury shares.
In the event of any merger, reorganization, consolidation,
recapitalization, Stock dividend, or other change in corporate structure
affecting the Stock, a substitution or adjustment shall be made in
(i) the aggregate number of shares reserved for issuance under the Plan
and (ii) the number and option price of shares subject to outstanding
Stock Options granted under the Plan as may be determined by the
Committee, provided that the number of shares subject to any award shall
always be a whole number.
Section 4. Eligibility.
Each non-employee member of the Board shall receive Nonqualified Stock
Options in accordance with the provisions of Section 5.
Section 5. Stock Options.
(a) On the first business day after the 1995 Annual Meeting of
Stockholders of the Company, and on the first business day after each
annual stockholders' meeting of the Company thereafter during the term
of the Plan, each non-employee member of the Board shall be granted a
Nonqualified Stock Option to purchase 2,000 shares of Stock.
(b) Stock Options granted under the Plan shall be subject to the
following terms and conditions:
(i) The exercise price per share of Stock purchasable under such
Stock Options shall be 100% of the Fair Market Value of the Stock
on the date of grant.
(ii) Each Stock Option shall be exercisable immediately as of the
date of grant by written notice to the Company of the election to
exercise and of the number of shares elected to be purchased in
such form as the Committee has prescribed or approved, together
with payment in full of the purchase price in cash, personal
check, wire transfer, certified or cashier's check, or delivery of
Stock certificates for Mature Stock or other Stock which was not
obtained through the exercise of a stock option, endorsed in blank
or accompanied by executed stock powers with signatures guaranteed
by a national bank or trust company or a member of a national
securities exchange. Payment of the purchase price with
certificates evidencing shares of Stock as provided above shall
<PAGE>
not increase the number of shares available for the grant of Stock
Options under the Plan.
(iii) If an Optionee resigns or does not stand for election (prior
to retirement from the Board of Directors upon reaching age 70) or
is removed from his or her position as a Director or is not re-
elected to his or her position as a Director, any unexercised
portion of any Stock Option granted to him or her under the terms
of the Plan shall terminate as of the date of his or her
resignation or removal or at the end of his or her term, as
applicable. If an Optionee does not stand for re-election due to
retirement from the Board of Directors upon reaching age 70 or
dies while a Director, any unexercised portion of any Stock Option
granted to him or her under the terms of the Plan shall terminate
one year from the date of the end of his or her term or death, as
applicable. It is understood, however, that such right to
exercise any outstanding Options during such one year period shall
only exist to the extent such Options were exercisable immediately
preceding such retirement from the Board or death, as applicable.
(iv) Each Stock Option shall cease to be exercisable on the date
that is ten years following the date of grant.
(v) The aggregate number of shares of Stock that may be granted to
any non-employee member of the Board pursuant to the Plan may not
exceed 25,000 shares.
(vi) No Stock Options shall be transferable by the Optionee
otherwise than by will or by the laws of descent and distribution,
and as may otherwise be permitted by Rule 16b-3 promulgated under
the Securities Exchange Act of 1934, as amended (the "Act"), and
ll Stock Options shall be exercisable, during the Optionee's
lifetime, only by the Optionee or in accordance with the terms of
such transfer.
(c) Each Optionee shall enter into a stock option agreement with
the Company, which agreement shall set forth, among other things,
the exercise price of the option, the term of the option and
provisions regarding exercisability of the option granted
thereunder, which provisions shall not be inconsistent with the
terms set forth herein.
Section 6. Amendment and Termination.
The Board may amend, alter, modify or discontinue the Plan at any time,
provided that the Board may not amend or alter the provisions of the
Plan relating to the amount, price and timing of awards more than once
every six months, other than to comply with changes in the Code, the
Employee Retirement Income Security Act of 1974, as amended, or the
rules thereunder; and provided, further that the Board may not amend the
Plan without the approval of the stockholders if the amendment would:
(A) materially increase the benefits accruing to Optionees;
(B) materially increase the number of securities that may be issued
under the Plan; or (C) materially modify the requirements as to
eligibility for participation in the Plan. Notwithstanding the
foregoing, stockholder approval shall be required only at such times and
under such circumstances as would be required under Rule 16b-3 of the
Act with respect to any material amendment to any employee benefit plan
of the Company.
<PAGE>
Section 7. Unfunded Status of Plan.
The Plan is intended to constitute an "unfunded" plan for incentive
compensation. With respect to any payments not yet made to a recipient
by the Company, nothing contained herein shall give any such recipient
any rights that are greater than those of a general creditor of the
Company.
Section 8. General Provisions.
(a) Each person purchasing shares pursuant to a Stock Option must
represent to and agree with the Company in writing that such person is
acquiring the shares without a view to distribution thereof. The
certificates for such shares shall include such legends that are
appropriate to reflect any restrictions on transfer.
(b) All certificates for shares of Stock delivered under the Plan shall
be subject to such stock transfer orders and other restrictions under
the rules, regulations, and other requirements of the Securities and
Exchange Commission, any stock exchange upon which the Stock is then
listed, and any applicable federal or state securities law, and a legend
or legends shall be put on any such certificates to make appropriate
reference to such restrictions.
(c) Nothing contained in the Plan shall prevent the Board from adopting
other or additional compensation arrangements, subject to stockholder
approval if such approval is required; and such arrangements may be
either generally applicable or applicable only in specific cases. The
adoption of the Plan shall not confer upon any member of the Board any
right to continued membership on such Board.
(d) No member of the Board or the Committee, nor any officer or employee
of the Company acting on behalf of the Board or the Committee, shall be
personally liable for any action, determination, or interpretation taken
or made in good faith with respect to the Plan, and all members of the
Board or the Committee and each and any officer or employee of the
Company acting on their behalf shall, to the extent permitted by law, be
fully indemnified and protected by the Company in respect of any such
action, determination or interpretation.
Section 9. Term of Plan.
No Stock Option shall be granted pursuant to the Plan on or after the
tenth anniversary of the Effective Date, but awards theretofore granted
may extend beyond that date.
<PAGE>
Exhibit 10.25.1
Dated May 30, 1995
ALBERTSON'S, INC.
1995 STOCK OPTION PLAN FOR
NON-EMPLOYEE DIRECTORS
AGREEMENT
This agreement is made pursuant to the 1995 Stock Option Plan for
Non-Employee Directors ("Agreement") and is made between Albertson's,
Inc., a Delaware corporation ("Company") and _________________
("Optionee"), a non-employee member of the Board of Directors of the
Company.
1. The Company, pursuant to its 1995 Stock Option Plan for
Non-Employee Directors ("Plan"), a copy of which is attached hereto and
incorporated herein by reference, hereby confirms the grant to the
Optionee on __________ of an option ("Option") to purchase 2,000 (Two
Thousand) shares of the Company's Common Stock ("Common Stock") at a
price of $______ per share (which is the last sale price of the Common
Stock on the New York Stock Exchange Composite Tape on the date on which
the Option is granted), subject to the terms and conditions of the Plan
including, but not limited to, the antidilution provisions of Section 3
thereof. The Option is a Nonqualified Stock Option as defined in the
Plan.
2. The Option will expire on ____________ and, subject to the
provisions of the Plan, is exercisable immediately, in whole or in part.
If the Optionee resigns or does not stand for election (prior to
retirement from the Board of Directors upon reaching age 70) or is
removed from his or her position as a Director or is not re-elected to
his or her position as a Director, any unexercised portion of the Option
shall terminate as of the date of his or her resignation or removal or
at the end of his or her term, as applicable. If the Optionee does not
stand for re-election due to retirement from the Board of Directors upon
reaching age 70 or dies while a Director, any unexercised portion of the
Option shall terminate on the earlier of (a) one year from the date of
the end of his or her term or death, as applicable, or (b) the date on
which the option expires by its terms.
3. The Option or any part thereof may only be exercised by
giving written notice of exercise to the Corporate Secretary of the
Company, specifying the number of shares to be purchased. This notice
shall be accompanied by payment of the aggregate purchase price for the
number of shares purchased. Such exercise, subject to Paragraph 5
hereof, shall be effective upon the actual receipt of such payment and
written notice by the Corporate Secretary of the Company. The aggregate
option price for all shares purchased pursuant to an exercise of the
Option shall be paid by cash, personal check, wire transfer, certified
or cashier's check, or delivery of stock certificates for Mature Stock
(as defined in the Plan) or other Common Stock which was not obtained
through the exercise of a stock option, endorsed in blank or accompanied
by executed stock powers with signatures guaranteed by a national bank
or trust company or a member of a national securities exchange. The
Optionee shall furnish with each notice of exercise of any portion of
the Option such documents as the Company in its discretion may deem
necessary to assure compliance with applicable regulations of any stock
exchange or governmental authority. The Optionee or Optionee's
successor (after the death of the Optionee) shall have no rights as a
stockholder with respect to any share(s) covered by the Option until the
Optionee or the Optionee's successor (after the death of the Optionee)
shall have become the holder of record of such share(s), and, except as
<PAGE>
provided in Section 3 of the Plan, no adjustments shall be made for
dividends (ordinary or extraordinary, whether in cash, securities or
other property) or distributions or other rights in respect of such
share(s) for which the record date is prior to the date on which the
Optionee or the Optionee's successor (after the death of the Optionee)
shall have become the holder of record thereof.
4. The Option confirmed hereby is nontransferable by the
Optionee except by will or by the laws of descent or distribution, and
as may otherwise be permitted by Rule 16b-3 promulgated under the
Securities Exchange Act of 1934, as amended ("Act"), and only by
execution and delivery to the Company of the documents prescribed by the
Non-Employee Directors' Deferred Compensation Committee of the Board of
Directors.
5. Upon demand by the Company, the Optionee agrees to provide
satisfactory evidence to the Company that the Optionee has paid any and
all taxes that may become applicable as a result of the exercise of the
Option.
6. If at any time the Board of Directors of the Company shall
determine, in its discretion, that the listing, registration or
qualification of the shares covered by this Agreement upon any
securities exchange or under any state of federal law, or the consent or
approval of any governmental regulatory authority, or evidence of the
investment intent of the Optionee or the Optionee's successor (after the
death of the Optionee) is necessary or desirable as a condition of the
exercise of the Option, the Option may not be exercised, in full or in
part, unless and until such listing, registration, qualification,
consent or approval or evidence shall have been effected or obtained
free of any conditions not legally acceptable to the Company.
7. This Agreement shall not be construed as giving the
Optionee any right to be retained as a Director of the Company.
8. The laws of the State of Delaware shall govern the
interpretation, validity and performance of the terms of this Agreement,
regardless of the law that might be applied under principles of
conflicts of law.
9. By execution of this Agreement, the Optionee acknowledges
receipt of a copy of this Agreement, the Plan and related documentation,
together constituting the Prospectus, and the Optionee has reviewed such
documents. The Optionee agrees to comply with all of the terms and
conditions of this Agreement and of the Plan.
IN WITNESS WHEREOF, this Agreement has been executed this ____ day of
___________.
Albertson's, Inc.,
a Delaware corporation
By: ___________________________ _________________________
Chairman of the Board Optionee
By: __________________________
Corporate Secretary
S E A L
