As filed with the Securities and Exchange Commission on November
19, 1996
Registration Statement No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
____________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
____________________
RICHFOOD HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
Virginia 54-1438602
(State or other jurisdiction (I.R.S. Employer
of incorporation or Identification Number)
organization)
8258 Richfood Road
Mechanicsville, Virginia 23111-2008
(Address of principal executive office, including zip code)
RICHFOOD HOLDINGS, INC.
AMENDED AND RESTATED
OMNIBUS STOCK INCENTIVE PLAN
(Full title of the plan)
____________________
Donald D. Bennett
Chairman and Chief Executive Officer
Richfood Holdings, Inc.
8258 Richfood Road
Mechanicsville, Virginia 23111-2008
804-746-6000
(Name, address and telephone number, including area code, of agent
for service)
With a copy to:
Gary E. Thompson
Hunton & Williams
Riverfront Plaza - East Tower
951 East Byrd Street
Richmond, Virginia 23219-4074
CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per share(1) price(1) fee
Common 2,250,000 $24.10 $54,225,000 $16,432.00
Stock, no shares
par value
(1) Calculated pursuant to Rule 457(c) on the basis of $24.10 per
share, which was the average of the high and low prices of the
Common Stock as quoted on the Nasdaq National Market on November
12, 1996.
<PAGE>
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Items 1 and 2. Plan Information and Registrant Information and
Employee Plan Annual Information.
Not required to be filed with the Securities and Exchange
Commission (the "Commission").
2
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents previously filed by Richfood
Holdings, Inc. (the "Company") with the Commission (file
no. 0-16900) are incorporated herein by reference:
(a) the Company's Annual Report on Form 10-K for
the fiscal year ended April 27, 1996, filed with the Commission on
July 26, 1996;
(b) the Company's Quarterly Report on Form 10-Q for
the fiscal quarter ended July 20, 1996, filed with the Commission
on September 3, 1996;
(c) the Company's Current Reports on Form 8-K filed
with the Commission on September 10, 1996, and September 13, 1996;
and
(d) the Company's Form 8-A, filed April 29, 1988
(as amended by Amendment No. 1 on Form 8, dated October 30, 1991).
All documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934
(the "Exchange Act") after the date hereof and prior to the filing
of a post-effective amendment that indicates that all securities
offered have been sold or that deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference
in this registration statement and to be a part hereof from the
date of filing of such documents. Any statement contained in a
document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this registration statement
to the extent that a statement contained herein or in any other
subsequently filed document that is incorporated by reference
herein modifies or supersedes such earlier statement. Any such
statement so modified or superseded shall not be deemed, except as
so modified or superseded, to constitute a part of this
registration statement.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Virginia Stock Corporation Act permits, and the Amended
and Restated Articles of Incorporation of the Company require,
indemnification of the Company's directors and officers in a
variety of circumstances, which may include liabilities under the
Securities Act of 1933, as amended (the "Securities Act"). Under
sections 13.1-697 and 13.1-702 of the Virginia Stock Corporation
Act, a Virginia corporation generally is authorized to indemnify
its directors and officers in civil or criminal actions if they
acted in good faith and, in the case of criminal actions, had no
reasonable cause to believe that the conduct was unlawful. The
Company's Amended and Restated Articles of Incorporation require
indemnification of directors and officers with respect to
any liability, expenses or other amounts incurred by them by reason
of having been a director or officer, except in the case of willful
misconduct or a knowing violation of criminal law. The Company's
Amended and Restated Articles of Incorporation provide that, to the
full extent that the Virginia Stock Corporation Act permits
elimination of the liability of directors or officers, no director
or officer of the Company shall be liable to the Company or its
stockholders for any monetary damages. The Company may purchase
insurance on behalf of directors, officers, employees and agents
that may cover liabilities under the Securities Act.
II-1
<PAGE>
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
Exhibit No. Exhibit
4.1 Articles III and IV of the Company's Amended and
Restated Articles of Incorporation (incorporated
by reference to the Company's Quarterly Report
on Form 10-Q for the twelve week period ended
July 24, 1993).
4.2 Article V of the Company's Amended and Restated
Bylaws (incorporated by reference to the
Company's Annual Report on Form 10-K for the fiscal
year ended April 29, 1995).
5.1 Opinion of Hunton & Williams.
10.1 Richfood Holdings, Inc. Amended and Restated
Omnibus Stock Incentive Plan.
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hunton & Williams (included in the
opinion filed as Exhibit 5.1 hereto).
Item 9. Undertakings.
(a) The undersigned registrant hereby undertakes:
1. To file, during any period in which offers
or sales are made, a post-effective amendment to this registration
statement:
(i) To include any prospectus
required by Section 10(a)(3)
of the Securities Act;
(ii) To reflect in the prospectus any
facts or events arising after the
effective date of the registration
statement (or the most recent
post-effective amendment thereof)
which, individually or in the
aggregate, represent a fundamental
change in the information set
forth in the registration
statement; and
(iii) To include any material
information with respect to the
plan of distribution not
previously disclosed in the
registration statement or any
material change in such
information in the registration
statement;
provided, however, that (i) and (ii) do not apply if the
information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports
filed or furnished to the Commission by the registrant pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by
reference herein.
2. That, for the purpose of determining any
liability under the Securities Act, each such post-effective
amendment shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial bona
fide offering thereof.
3. To remove from registration by means of a
post-effective amendment any of the securities being registered
which remain unsold at the termination of the offering.
II-2
<PAGE>
(b) The undersigned registrant hereby undertakes that,
for purposes of determining any liability under the Securities Act,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Exchange Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by
reference in the registration statement shall be deemed to be a new
registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
provisions described under Item 6 above, or otherwise, the
registrant has been advised that in the opinion of the Commission
such indemnification is against public policy as expressed in the
Securities Act, and is, therefore, unenforceable. In the event
that a claim for indemnification against such liabilities (other
than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the
registrant in the successful defense of any action, suit
or proceeding) is asserted by such director, officer or controlling
person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification
by it is against public policy as expressed in the Securities Act
and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe
that it meets all of the requirements for filing on Form S-8 and
has duly caused this registration statement to be signed on its
behalf by the undersigned, thereunto duly authorized,
in Mechanicsville, Virginia, on this 19th day of November, 1996.
RICHFOOD HOLDINGS, INC.
(registrant)
By /s/ Donald D. Bennett
Donald D. Bennett
Chairman of the Board of
Directors and Chief Executive
Officer
POWER OF ATTORNEY
Each of the directors and/or officers of the registrant
whose signature appears below hereby appoints Donald D. Bennett,
John E. Stokely and Daniel R. Schnur, or any of them, as his or her
attorney-in-fact to sign in his or her name and on his or her
behalf in any and all capacities stated below, and to file with the
Securities and Exchange Commission, any and all amendments,
including post-effective amendments to this registration
statement, making such changes in the registration statement as
appropriate, and generally to do all such things in their behalf in
their capacities as officers and directors to enable the registrant
to comply with the provisions of the Securities Act of 1933 and all
requirements of the Securities and Exchange Commission. Pursuant
to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons
in the capacities indicated on November 19, 1996.
Signature Title
By /s/ Donald D. Bennett Chairman of the Board of
Donald D. Bennett Directors and Chief Executive
Officer
(principal executive officer)
By /s/ John E. Stokely Director, President and
John E. Stokely Chief Operating Officer
By /s/ J. Stuart Newton Senior Vice President and
J. Stuart Newton Chief Financial Officer
(principal financial officer)
By /s/ David W. Hoover Vice President - Finance
David W. Hoover (principal accounting officer)
II-4
<PAGE>
By /s/ Roger L. Gregory Director
Roger L. Gregory
By /s/ Grace E. Harris Director
Grace E. Harris
By /s/ John C. Jamison Director
John C. Jamison
By /s/ Michael E. Julian, Jr. Director
Michael E. Julian, Jr.
By
G. Gilmer Minor, III Director
By /s/ Claude B. Owen, Jr. Director
Claude B. Owen, Jr.
By /s/ John F. Rotelle Director
John F. Rotelle
By /s/ Albert F. Sloan Director
Albert F. Sloan
By /s/ George H. Thomazin Director
George H. Thomazin
By /s/ James E. Ukrop Director
James E. Ukrop
By /s/ Edward Villaneuva Director
Edward Villanueva
II-5
<PAGE>
EXHIBIT INDEX
Sequentially
Exhibit No. Description Numbered Page
4.1 Articles III and IV of the Company's
Amended and Restated Articles of
Incorporation (incorporated by
reference to the Company's Quarterly
Report on Form 10-Q for the twelve
week period ended July 24, 1993).
4.2 Article V of the Company's Amended and
Restated Bylaws (incorporated by reference
to the Company's Annual Report on Form
10-K for the fiscal year ended April 29,
1995).
5.1 Opinion of Hunton & Williams.
10.1 Richfood Holdings, Inc. Amended and
Restated Omnibus Stock Incentive Plan
23.1 Consent of KPMG Peat Marwick LLP.
23.2 Consent of Hunton & Williams (included
in the opinion filed as Exhibit 5.1
hereto).
Exhibit 5.1
File No.: 49709.000016
November 19, 1996
Board of Directors
Richfood Holdings, Inc.
8258 Richfood Road
Mechanicsville, Virginia 23111
Richfood Holdings, Inc.
Registration Statement on Form S-8
Ladies & Gentlemen:
We are acting as counsel for Richfood Holdings, Inc. (the
"Company") in connection with its Registration Statement on Form
S-8, as filed with the Securities and Exchange Commission, with
respect to up to 2,225,000 shares of the Company's common stock, no
par value, to be issued by the Company (the "Shares") pursuant to
the Richfood Holdings, Inc. Amended and Restated Omnibus Stock
Incentive Plan (the "Plan"). In connection with the
filing of the Registration Statement, you have requested our
opinion concerning certain corporate matters.
In rendering this opinion, we have relied upon, among other
things, our examination of such records of the Company and
certificates of its officers and of public officials as we
have deemed necessary.
Based upon the foregoing and the further qualifications stated
below, we are of the opinion that:
1. The Company has been duly incorporated and is validly
existing and in good standing under the laws of the Commonwealth of
Virginia.
2. The Shares have been duly authorized and, when such
shares have been issued in accordance with the terms of the Plan,
will be legally issued, fully paid and nonassessable.
We consent to the filing of this opinion with the Securities
and Exchange Commission as an exhibit to the Form S-8. In giving
this consent, we do not admit that we are within the category of
persons whose consent is required by section 7 of the Securities
Act of 1933 or the rules and regulations promulgated thereunder by
the Securities and Exchange Commission.
Very truly yours,
Hunton & Williams
Exhibit 10.1
RICHFOOD HOLDINGS, INC.
OMNIBUS STOCK INCENTIVE PLAN
Amended and Restated
Effective June 13, 1996
<PAGE>
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
INTRODUCTION
The Richfood Holdings, Inc. Omnibus Stock Incentive Plan
(the Plan) was adopted by the Board of Directors of Richfood
Holdings, Inc. on March 7, 1991, and was approved by shareholders
at the 1991 annual meeting. The Plan authorized the grant of
Options, SARs and Stock Awards.
The Plan was amended and restated effective November 4,
1993. The amendments adopted at that time (i) clarified the
definition of Common Stock, (ii) revised the manner in which the
option price and withholding tax obligations may be settled and
(iii) clarified that immediately vested and transferable Stock
Awards may be granted under the Plan.
The Plan was further amended and restated effective June
13, 1996, subject to the approval of shareholders. The amendments
(i) increased the number of shares that may be issued under the
Plan, (ii) included provisions that will permit the award of
"performance based compensation" under Section 162(m) of the
Internal Revenue Code of 1986, as amended and (iii) clarified the
provisions regarding the grant of Performance Shares under the
Plan.
The Plan, as amended and restated herein, is effective
June 13, 1996, subject to the approval of the shareholders at the
1996 annual meeting. The terms of the Plan stated herein will
govern awards granted on and after June 6, 1996. Awards granted
under the Plan before that date will be governed by the terms of
the Plan in effect on the date of such awards and the terms of the
applicable Agreements.
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE I
DEFINITIONS
1.01. Affiliate means any "subsidiary or "parent" corporation
(within the meaning of Section 424 of the Code) of the Company.
1.02. Agreement means a written agreement (including any amendment
or supplement thereto) between the Company and a Participant
specifying the terms and conditions of an award of Performance
Shares, or an Option, SAR or Stock Award granted to such
Participant.
1.03. Board means the Board of Directors of the Company.
1.04. Committee means the Executive Compensation Committee of the
Board.
1.05. Common Stock means the common stock, without par value, of
the Company.
1.06. Company means Richfood Holdings, Inc.
1.07. Corresponding SAR means an SAR that is granted in relation
to a particular Option and that can be exercised only upon the
surrender to the Company, unexercised, of that portion of the
Option to which the SAR relates.
1.08. Fair Market Value means, on any given date, the last sales
price of a share of Common Stock as reported on the NASDAQ
over-the-counter national
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
reporting system of the National Association of Securities Dealers
as reported by the National Quotation Bureau, Inc. on such date.
The preceding sentence to the contrary notwithstanding, if the
Common Stock is listed upon any established stock exchange, the
Fair Market Value on any given day shall be the closing price of
the Common Stock on such exchange. If the Common Stock was not
traded on the NASDAQ over-the-counter national market or on an
established stock exchange on such day, then the Fair Market Value
is determined with reference to the next preceding day that the
Common Stock was so traded.
1.09. Initial Value means, with respect to an SAR, the Fair Market
Value of one share of Common Stock on the date of grant, as set
forth in the Agreement.
1.10. Option means a stock option that entitles the holder to
purchase from the Company a stated number of shares of Common Stock
at the price set forth in an Agreement.
1.11. Participant means an employee of the Company or an
Affiliate, including an employee who is a member of the Board, who
satisfies the requirements of Article IV and is selected by the
Committee to receive an award of Performance Shares, an Option, a
SAR, or a Stock Award or a combination thereof.
-4-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
1.12. Performance Shares means an award which, in accordance with
and subject to an Agreement, will entitle the Participant to
receive a Stock Award, a payment of cash, or a combination thereof.
1.13. Plan means the Richfood Holdings, Inc. Omnibus Stock
Incentive Plan.
1.14. Restricted Stock means shares of Common Stock that are
nontransferable or subject to a substantial risk of forfeiture or
both and that the Committee may grant to a Participant pursuant to
a Stock Award. Shares of Common Stock shall cease to be Restricted
Stock when, in accordance with the terms of the applicable
Agreement, they become transferable and free of a substantial risk
of forfeiture.
1.15. SAR means a stock appreciation right that entitles the
holder to receive, with respect to each share of Common Stock
encompassed by the exercise of such SAR, the amount determined by
the Committee and specified in an Agreement. In the absence of
such a determination, the holder shall be entitled to receive, with
respect to each share of Common Stock encompassed by the exercise
of such SAR, the excess of the Fair Market Value on the date of
exercise over the Initial Value. References to "SARs" include both
Corresponding SARs and SARs granted independently of Options,
unless the context requires otherwise.
-5-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
1.16. Stock Award means Common Stock awarded to a Participant
under Article X (including an award of Restricted Stock) or in full
or partial settlement of an award of Performance Shares.
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE II
PURPOSES
The Plan is intended to assist the Company and Affiliates
in recruiting and retaining employees with ability and initiative
by enabling employees to participate in its future success and to
associate their interests with those of the Company and its
shareholders. The Plan authorizes the award of Performance Shares,
the grant of Stock Awards, SARs, and the grant of both Options
qualifying under Section 422 of the Code ("incentive stock
options") and Options not so qualifying. No Option that is
intended to be an incentive stock option shall be invalid for
failure to qualify as an incentive stock option. The proceeds
received by the Company from the sale of Common Stock pursuant to
this Plan shall be used for general corporate purposes.
-7-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE III
ADMINISTRATION
Except as provided in this Article III, the Plan shall be
administered by the Committee. The Committee shall have authority
to award Performance Shares and to grant Options, SARs and Stock
Awards upon such terms (not inconsistent with the provisions of
this Plan) as the Committee may consider appropriate. Such terms
may include conditions (in addition to those contained in this
Plan) on the exercisability of all or any part of an Option or SAR
or on the transferability or forfeitability of Performance Shares
or a Stock Award. Notwithstanding any such conditions, the
Committee may, in its discretion, accelerate the time at which any
Option or SAR may be exercised, the time at which an award of
Performance Shares may be earned or the time at which Restricted
Stock may become transferable or nonforfeitable. In addition, the
Committee shall have complete authority to interpret all provisions
of this Plan; to prescribe the form of Agreements; to adopt, amend,
and rescind rules and regulations pertaining to the administration
of the Plan; and to make all other determinations necessary or
advisable for the administration of this Plan. The express grant
in the Plan of any specific power to the Committee shall not be
construed as limiting any power or authority of the Committee. Any
decision made, or action taken,
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
by the Committee or in connection with the administration of this
Plan shall be final and conclusive. No member of the Committee
shall be liable for any act done in good faith with respect to this
Plan or any Agreement, Option, SAR, Stock Award or an award of
Performance Shares. All expenses of administering this Plan shall
be borne by the Company.
The Committee, in its discretion, may delegate to one or
more officers of the Company all or part of the Committee's
authority and duties with respect to grants and awards to
individuals who are not subject to the reporting and other
provisions of Section 16 of the Securities Exchange Act of 1934, as
in effect from time to time. In the event of such delegation, and
as to matters encompassed by the delegation, references in the Plan
to the Committee shall be interpreted as a reference to the
Committee's delegate or delegates. The Committee may revoke or
amend the terms of a delegation at any time but such action shall
not invalidate any prior actions of the Committee's delegate or
delegates that were consistent with the terms of the Plan.
-9-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE IV
ELIGIBILITY
4.01. General. Any employee of the Company or an Affiliate
(including a corporation that becomes an Affiliate after the
adoption of this Plan) is eligible to participate in this Plan if
the Committee, in its sole discretion, determines that such person
has contributed significantly or can be expected to contribute
significantly to the profits or growth of the Company or an
Affiliate. Directors of the Company who are employees of the
Company or an Affiliate may be selected to participate in this
Plan. A person who is a member of the Committee may not be awarded
Performance Shares or granted Options, SARs, or Stock Awards under
this Plan.
4.02. Grants. The Committee will designate individuals to whom
Performance Shares are to be awarded and to whom Options, SARs and
Stock Awards are to be granted and will specify the number of
shares of Common Stock subject to each award or grant. An Option
may be granted with or without a related SAR. An SAR may be
granted with or without a related Option. Each award of
Performance Shares and all Options, SARs, and Stock Awards granted
under this Plan shall be evidenced by Agreements which shall be
subject to applicable provisions of this Plan and to such other
provisions as the Committee may adopt. No Par-
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ticipant may be granted incentive stock options or related SARs
(under all incentive stock option plans of the Company and its
Affiliates) which are first exercisable in any calendar year for
stock having an aggregate Fair Market Value (determined as of the
date an Option is granted) exceeding $100,000. The preceding
annual limitation shall not apply with respect to Options that are
not incentive stock options.
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE V
STOCK SUBJECT TO PLAN
Upon the award of shares of Common Stock pursuant to a
Stock Award, the Company may issue authorized but unissued Common
Stock. Upon the exercise of any Option or SAR, the Company may
deliver to the Participant (or the Participant's broker if the
Participant so directs) authorized but unissued Common Stock. The
maximum aggregate number of shares of Common Stock that may be
issued under this Plan with respect to Stock Awards, Options, SARs
and Performance Shares granted on or after June 13, 1996, is
1,500,000 shares, subject to adjustment as provided in Article XII.
If an Option or SAR is terminated, in whole or in part, for any
reason other than its exercise, the number of shares of Common
Stock allocated to the Option or SAR or portion thereof may be
reallocated to other Options, SARs, Stock Awards and awards of
Performance Shares to be granted under this Plan. If an award of
Performance Shares is forfeited, in whole or in part, without the
issuance of a Stock Award, the number of shares of Common Stock
allocated to the award of Performance Shares or a portion thereof
may be reallocated to other Options, SARs, Stock Awards and
Performance Shares to be granted under this Plan.
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE VI
AWARDS OF OPTIONS AND SARS
In accordance with the provisions of Article IV, the
Administrator will designate each individual to whom an Option or
SAR is to be granted and will specify the number of shares of
Common Stock covered by such awards. Notwithstanding the preceding
sentence, no individual may, in any calendar year, be granted (i)
Options covering more than 75,000 shares of Common Stock, (ii)
Corresponding SARs covering more than 75,000 shares of Common Stock
or (iii) SARs granted independently of Options covering more than
25,000 shares of Common Stock. For purposes of this Article VI, an
Option and Corresponding SAR shall be treated as a single award.
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE VII
OPTION PRICE
The price per share for Common Stock purchased on the
exercise of an Option shall be determined by the Committee on the
date of grant; provided, however, that the price per share for
Common Stock purchased on the exercise of any Option shall not be
less than fifty percent of the Fair Market Value on the date the
Option is granted and provided further that the price per share for
Common Stock purchased on the exercise of any Option that is an
incentive stock option shall not be less than the Fair Market Value
on the date the Option is granted.
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE VIII
EXERCISE OF OPTIONS AND SARS
8.01. Maximum Option or SAR Period. The maximum period in which
an Option or SAR may be exercised shall be determined by the
Committee on the date of grant, except that no Option or SAR shall
be exercisable after the expiration of ten years from the date the
Option or SAR was granted. The terms of any Option or SAR may
provide that it is exercisable for a period less than such maximum
period.
8.02. Nontransferability. Any Option or SAR granted under this
Plan shall be nontransferable except by will or by the laws of
descent and distribution. In the event of any such transfer, the
Option and any Corresponding SAR that relates to such Option must
be transferred to the same person(s). During the lifetime of the
Participant to whom the Option or SAR is granted, the Option or SAR
may be exercised only by the Participant. No right or interest of
a Participant in any Option or SAR shall be liable for, or subject
to, any lien, obligation, or liability of such Participant.
8.03. Employee Status. For purposes of determining the
applicability of Section 422 of the Code (relating to incentive
stock options), or in the event that the terms of any Option or SAR
provide that it may be exercised only during
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
employment or within a specified period of time after termination
of employment, the Committee may decide to what extent leaves of
absence for governmental or military service, illness, temporary
disability, or other reasons shall not be deemed interruptions of
continuous employment.
8.04. Performance Objectives. The Committee may prescribe that an
Option or SAR is exercisable only to the extent that certain
performance objectives are attained. Such performance objectives
may be based on the Company's, an Affiliate's or an operating
unit's return on equity, earnings per share, total earnings,
earnings growth, total sales, sales growth, return on capital,
return on assets, or Fair Market Value. If the Committee, on the
date of the award, prescribes that an Option or SAR shall become
exercisable only upon the attainment of performance objectives
stated with respect to one or more of the foregoing criteria, the
Option or SAR shall become exercisable only to the extent the
Committee certifies that such objectives have been achieved.
-16-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE IX
METHOD OF EXERCISE
9.01. Exercise. Subject to the provisions of Articles VIII and
XIII, an Option or SAR may be exercised in whole at any time or in
part from time to time at such times and in compliance with such
requirements as the Committee shall determine; provided, however,
that a Corresponding SAR that is related to an incentive stock
option may be exercised only to the extent that the related Option
is exercisable and when the Fair Market Value exceeds the option
price of the related Option. An Option or SAR granted under this
Plan may be exercised with respect to any number of whole shares
less than the full number for which the Option or SAR could be
exercised. A partial exercise of an Option or SAR shall not affect
the right to exercise the Option or SAR from time to time in
accordance with this Plan and the applicable Agreement with respect
to remaining shares subject to the Option or related to the SAR.
The exercise of either an Option or Corresponding SAR shall result
in the termination of the other to the extent of the number of
shares with respect to which the Option or Corresponding SAR is
exercised.
9.02. Payment. Unless otherwise provided by the Agreement,
payment of the Option price shall be made in cash or a cash
equivalent acceptable to the
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
Committee. Payment of all or part of the Option price also may be
made by surrendering shares of Common Stock to the Company or by
withholding or reducing the number of shares of Common Stock
otherwise issuable to the Participant upon the exercise of an
Option. If Common Stock is used to pay all or part of the Option
price, the sum of the cash and cash equivalent and the Fair Market
Value (determined as of the day preceding the date of exercise) of
the shares surrendered, withheld or reduced must not be less than
the Option price of the shares for which the Option is being
exercised.
9.03. Installment Payment. If the Agreement provides, and if the
Participant is employed by the Company or an Affiliate on the date
the Option is exercised, payment of all or part of the Option price
may be made in installments. In that event, the Participant shall
pay not less than ten percent (10%) of the Option price of the
shares acquired upon the exercise of an Option. If the Agreement
provides, payment of such portion of the Option price may be made
in cash, a cash equivalent or by surrendering shares of Common
Stock to the Company or by withholding or reducing the number of
shares of Common Stock otherwise issuable to the Participant upon
the exercise of the Option. If Common Stock is used to pay part of
the Option price, the amount deemed to be paid with Common Stock
shall be the Fair Market Value (determined as of the day
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
preceding the date of exercise) of the shares surrendered, withheld
or reduced.
In the event that payment of all or part of the Option price
is made in installments, the Company shall lend the Participant an
amount equal to not more than ninety percent (90%) of the Option
price of the shares acquired by the exercise of the Option. This
amount shall be evidenced by the Participant's promissory note and
shall be payable in not more than five equal annual installments,
unless the amount of the loan exceeds the maximum loan value for
the shares purchased, which value shall be established from time to
time by regulations of the Board of Governors of the Federal
Reserve System. In that event, the note shall be payable in equal
quarterly installments over a period of time not to exceed five
years. The Committee, however, may vary such terms and make such
other provisions concerning the unpaid balance of such purchase
price in the case of hardship, subsequent termination of
employment, absence on military or government service, or
subsequent death of the Participant as in its discretion are
necessary or advisable in order to protect the Company, promote the
purposes of the Plan and comply with regulations of the Board of
Governors of the Federal Reserve System relating to securities
credit transactions.
The Participant shall pay interest on the unpaid balance at
the minimum rate necessary to avoid imputed interest or original
issue discount under the Code.
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
All shares acquired with cash borrowed from the Company shall be
pledged to the Company as security for the repayment thereof. In
the discretion of the Committee, shares of stock may be released
from such pledge proportionately as payments on the note (together
with interest) are made, provided the release of such shares
complies with the regulations of the Federal Reserve System
relating to securities credit transactions then applicable. While
shares are so pledged, and so long as there has been no default in
the installment payments, such shares shall remain registered in
the name of the Participant, and he shall have the right to vote
such shares and to receive all dividends thereon.
9.04. Determination of Payment of Cash and/or Common Stock Upon
Exercise of SAR. At the Committee's discretion, the amount payable
as a result of the exercise of an SAR may be settled in cash,
Common Stock, or a combination of cash and Common Stock. No
fractional shares shall be deliverable upon the exercise of an SAR
but a cash payment will be made in lieu thereof.
9.05. Shareholder Rights. No Participant shall have any rights as
a stockholder with respect to shares subject to an Option or SAR
until the date of exercise of such Option or SAR.
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE X
STOCK AWARDS
10.01. Awards. In accordance with the provisions of Article IV,
the Committee will designate each individual to whom a Stock Award
is to be made and will specify the number of shares of Common Stock
covered by such award; provided, however, that no Participant may
receive Stock Awards in any calendar year for more than 25,000
shares of Common Stock. The preceding sentence shall not limit the
issuance of Stock Awards in settlement of Performance Share awards.
10.02. Vesting. The Committee, on the date of the award, may, but
shall not be required to, prescribe that a Participant's rights in
the Stock Award shall be forfeitable or otherwise restricted for a
period of time set forth in the Agreement. By way of example and
not of limitation, the restrictions may postpone transferability of
the shares until the attainment of performance objectives
prescribed by the Committee or may provide that the shares will be
forfeited if the Participant separates from the service of the
Company and its Affiliates before the expiration of a stated term.
10.03. Performance Objectives. In accordance with Section 10.02,
the Committee may prescribe that Stock Awards will become vested or
transferable
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
or both based on objectives stated with respect to the Company's,
an Affiliate's or an operating unit's return on equity, earnings
per share, total earnings, earnings growth, total sales, sales
growth, return on capital, return on assets, or Fair Market Value.
If the Committee, on the date of the award, prescribes that a Stock
Award shall become nonforfeitable and transferrable only upon the
attainment of performance objectives stated with respect to one or
more of the foregoing criteria, the shares subject to such Stock
Award shall become nonforfeitable and transferrable only to the
extent the Committee certifies that such objectives have been
achieved.
10.04. Shareholder Rights. In accordance with the terms of the
Agreement, a Participant will have all rights of a shareholder
with respect to the Common Stock covered by a Stock Award,
including the right to receive dividends and vote the shares;
provided, however, that (i) a Participant may not sell, transfer,
pledge, exchange, hypothecate, or otherwise dispose of Restricted
Stock, (ii) the Company shall retain custody of the certificates
evidencing shares of Restricted Stock, and (iii) the Participant
will deliver to the Company a stock power, endorsed in blank, with
respect to each award of Restricted Stock. The limitations set
forth in the preceding sentence shall not apply after the
Restricted Stock
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
is, in accordance with the terms of the applicable Agreement,
transferable and no longer forfeitable.
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE XI
AWARD OF PERFORMANCE SHARES
11.01. Award. In accordance with the provisions of Article IV,
the Committee will designate individuals to whom an award of
Performance Shares is to be granted and will specify the number of
shares of Common Stock covered by such award; provided, however,
that no Participant may receive Performance Share awards in any
calendar year for more than 25,000 shares of Common Stock.
11.02. Earning the Award. The Committee, on the date of the grant
of an award, may prescribe that the Performance Shares, or a
portion thereof, will be earned according to the terms of the
applicable Agreement. By way of example and not of limitation the
Agreement may specify that Performance Shares shall be earned only
upon the Participant's completion of a specified period of
employment with the Company or an Affiliate or upon the attainment
of stated performance objectives or goals. Such performance
objectives or goals may be based on the Company's an Affiliate's or
an operating unit's return on equity, earnings per share, total
earnings, earnings growth, total sales, sales growth, return on
capital, return on assets, or Fair Market Value. If the Committee,
on the date of the award, prescribes that Performance Shares shall
be earned only upon the attainment of performance objectives stated
with respect to one or more
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
of the foregoing criteria, such Performance Shares shall be earned
only to the extent the Committee certifies that such objectives
have been achieved.
11.03. Settlement. In the Committee's discretion, the amount
payable when an award of Performance Shares is earned may be
settled in cash, by the grant of a Stock Award or a combination of
cash and a Stock Award. A fractional share shall not be
deliverable when a Performance Shares is settled, but a cash
payment will be made in lieu thereof.
11.04. Shareholder Rights. No Participant shall, as a result of
receiving an award of Performance Shares, have any rights as a
shareholder until and to the extent that the award of Performance
Shares is earned and a Stock Award is made. A Participant may not
sell, transfer, pledge, exchange, hypothecate, or otherwise dispose
of an award of Performance Shares or the right to receive Common
Stock thereunder other than by will or the laws of descent and
distribution. After and to the extent that an award of Performance
Shares is settled with a Stock Award, a Participant will have all
the rights of a shareholder as described in Plan section 11.03.
-25-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE XII
ADJUSTMENT UPON CHANGE IN COMMON STOCK
The maximum number of shares which may be issued pursuant
to Options, SARs and Stock Awards under this Plan and the
individual limits on the award of Options, SARs, Stock Awards and
Performance Shares in a calendar year shall be proportionately
adjusted, and the terms of outstanding awards of Performance
Shares, Options, SARs and Stock Awards shall be adjusted, as the
Committee shall determine to be equitably required in the event
that the Company (a) effects one or more stock dividends, stock
split-ups, subdivisions or consolidations of shares or (b) engages
in a transaction to which Section 424 of the Code applies. Any
determination made under this Article XI by the Committee shall be
final and conclusive.
The issuance by the Company of shares of stock of any
class, or securities convertible into shares of stock of any class,
for cash or property, or for labor or services, either upon direct
sale or upon the exercise of rights or warrants to subscribe
therefor, or upon conversion of shares or obligations of the
Company convertible into such shares or other securities, shall not
affect, and no adjustment by reason thereof shall be made with
respect to, the maximum number of shares which may be issued
pursuant to Options, SARs and Stock Awards under
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
this Plan, the individual limits on the award of Options, SARs,
Stock Awards and Performance Shares in a calendar year or
outstanding awards of Performance Shares, Options, SARs or Stock
Awards.
The Committee may award Performance Shares or grant
Options, SARs and Stock Awards in substitution for performance
shares, stock awards, stock options, stock appreciation rights, or
similar awards held by an individual who becomes an employee of the
Company or an Affiliate in connection with a transaction described
in the first paragraph of this Article XII. Notwithstanding any
provision of the Plan (other than the limitation of Article V), the
terms of such substituted award of Performance Shares, or grant of
an Option, SAR, or Stock Award shall be as the Committee, in its
discretion, determines is appropriate.
-27-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE XIII
COMPLIANCE WITH LAW AND
APPROVAL OF REGULATORY BODIES
No Option or SAR shall be exercisable, no Common Stock
shall be issued, no certificates for shares of Common Stock shall
be delivered, and no payment shall be made under this Plan except
in compliance with all applicable federal and state laws and
regulations (including, without limitation, withholding tax
requirements), any listing agreement to which the Company is a
party, and the rules of all domestic stock exchanges on which the
Company's shares may be listed. The Company shall have the right
to rely on an opinion of its counsel as to such compliance. Any
share certificate issued to evidence Common Stock for which a Stock
Award is granted or for which an Option or SAR is exercised may
bear such legends and statements as the Committee may deem
advisable to assure compliance with federal and state laws and
regulations. No Option or SAR shall be exercisable, no Stock Award
shall be granted, no Common Stock shall be issued, no certificate
for shares shall be delivered, and no payment shall be made under
this Plan until the Company has obtained such consent or approval
as the Committee may deem advisable from regulatory bodies having
jurisdiction over such matters.
-28-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE XIV
GENERAL PROVISIONS
14.01. Effect on Employment. Neither the adoption of this Plan,
its operation, nor any documents describing or referring to this
Plan (or any part thereof) shall confer upon any individual any
right to continue in the employ or service of the Company or an
Affiliate or in any way affect any right and power of the Company
or an Affiliate to terminate the employment or service of any
individual at any time with or without assigning a reason therefor.
14.02. Unfunded Plan. The Plan, insofar as it provides for awards
or grants, shall be unfunded, and the Company shall not be required
to segregate any assets that may at any time be represented by
awards or grants under this Plan. Any liability of the Company to
any person with respect to any award or grant under this Plan shall
be based solely upon any contractual obligations that may be
created pursuant to this Plan. No such obligation of the Company
shall be deemed to be secured by any pledge of, or other
encumbrance on, any property of the Company.
14.03. Disposition of Stock. A Participant shall notify the
Committee of any sale or other disposition of Common Stock acquired
pursuant to an Option that was an incentive stock option if such
sale or disposition occurs (i) within two
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Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
years of the grant of an Option or (ii) within one year of the
issuance of the Common Stock to the Participant. Such notice shall
be in writing and directed to the Secretary of the Company.
14.04. Withholding Taxes. Each Participant shall be responsible
for satisfying any income and employment tax withholding
obligations attributable to participation in the Plan. Unless
otherwise provided by the Agreement, any such withholding tax
obligations may be satisfied in cash (including from any cash
payable in settlement of an award of Performance Shares or an SAR)
or a cash equivalent acceptable to the Committee. Any withholding
tax obligations may also be satisfied by surrendering shares of
Common Stock to the Company, by withholding or reducing the number
of shares of Common Stock otherwise issuable to the Participant
upon the exercise of an Option or SAR, the settlement of an award
of Performance Shares or the grant or vesting of a Stock Award, or
by any other method as may be approved by the Committee. If shares
of Common Stock are used to pay all or part of such withholding tax
obligation, the Fair Market Value of the shares surrendered,
withheld or reduced shall be determined as of the day preceding the
date the Option or SAR is exercised, the Restricted Stock vests or
the Performance Shares are earned, as applicable.
-30-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
14.05. Rules of Construction. Headings are given to the articles
and sections of this Plan solely as a convenience to facilitate
reference. The reference to any statute, regulation, or other
provision of law shall be construed to refer to any amendment to or
successor of such provision of law.
-31-
Richfood Holdings, Inc.
Omnibus Stock Incentive Plan
Amended and Restated
Effective June 13, 1996
ARTICLE XV
AMENDMENT
The Board may amend or terminate this Plan from time to
time; provided, however, that no amendment may become effective
until shareholder approval is obtained if (i) the amendment
materially increases the aggregate number of shares of Common Stock
that may be issued under the Plan, (ii) the amendment materially
changes the class of individuals eligible to become Participants,
or (iii) the amendment materially increases the benefits that may
be provided under the Plan. No amendment shall, without a
Participant's consent, adversely affect any rights of such
Participant under any outstanding award of Performance Shares, or
any Option, SAR or Stock Award outstanding at the time such
amendment is made.
ARTICLE XVI
DURATION OF PLAN
No Performance Shares may be awarded and no Option, SAR or
Stock Award may be granted under this Plan after March 6, 2006.
Awards of Performance Shares and Options, SARs and Stock Awards
granted on or before that date shall remain valid in accordance
with their terms.
-32-
Exhibit 23.1
[KPMG Peat Marwick LLP Letterhead]
Consent of Independent Auditors
The Board of Directors
Richfood Holdings, Inc.:
We consent to incorporation by reference in the registration
statement on Form S-8 of Richfood Holdings, Inc. of our reports
dated June 10, 1996, relating to the consolidated balance sheets of
Richfood Holdings, Inc. and subsidiaries as of April 27, 1996 and
April 29, 1995, the related consolidated statements of earnings,
shareholders' equity and cash flows, and the related financial
statements schedules, for each of the fiscal years in the three-
year period ended April 27, 1996, which reports are included in or
incorporated by reference in the April 27, 1996 annual report on
Form 10-K of Richfood Holdings, Inc., incorporated by reference in
the registration statement. The consolidated financial statements
gives effect to the merger on October 15, 1995 of a wholly-owned
subsidiary of Richfood Holdings, Inc. with and into Super Rite
Corporation, which has been accounted for using the pooling of
interests method as described in note 2 to the consolidated
financial statements. We did not audit the fiscal 1995 and 1994
consolidated financial statements and financial statement schedules
of Super Rite Corporation, which consolidated financial statements
reflect total assets constituting approximately 48% of the related
consolidated financial statement total at April 29, 1995, and
reflect sales constituting approximately 49% of the related
consolidated financial statement totals for each of fiscal 1995 and
1994. The fiscal 1995 and 1994 consolidated financial statements
and financial statement schedules of Super Rite Corporation were
audited by other auditors, whose reports thereon have been
furnished to us, and our opinions incorporated by reference in the
registration statements, insofar as they relate to the amounts
included for Super Rite Corporation, are based solely on the
reports of the other auditors.
/s/ KPMG Peat Marwick LLP
Richmond, Virginia
November 15, 1996
