Exhibit 10.23.1
AMENDMENT
to the
ALBERTSON'S, INC.
2000 DEFERRED COMPENSATION TRUST
This Amendment is made by Albertson's, Inc., a Delaware Corporation (the
"Corporation" or the "Employer").
RECITALS:
A. The Corporation has established the Albertson's, Inc. 2000 Deferred
Compensation Trust, pursuant to a Trust Agreement dated December 15, 1999 (the
"Trust Agreement");
B. The Corporation, pursuant to Section 6.01 of the Trust Agreement,
retains the right to amend the Trust Agreement;
C. The Corporation hereby certifies to the Trustee under the Trust
Agreement that the Trust has not become irrevocable;
D. Management Compensation Group, Northwest, LLC, a Delaware limited
liability company and the Recordkeeper as that term is defined in the Trust
Agreement has certified that the amount or time for payment of any benefit under
the Trust Agreement to any Participant or beneficiary of a deceased Participant
will not be reduced or adversely affected by the amendments set forth herein;
and
E. The Corporation has determined that it is advisable to amend the Trust
Agreement in the manner hereinafter set forth.
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AMENDMENT
The Trust Agreement is hereby amended as follows:
1. The definition of the term "Change in Control" contained in Article I of
the Trust Agreement is hereby amended
(i) by replacing the date "January 1, 2000" with the date "March 15, 2000"
and by replacing the date "January 2, 2000" with the date "March 16, 2000"
(ii) by replacing the last sentence thereof with the following sentence:
"Notwithstanding the foregoing, the occurrence of any of the
foregoing events or transactions shall not be deemed to be a
Change in Control, if prior to consummation of such event or
transaction the Board of Directors adopts by vote of a majority
of the directors then in office (including a majority of the
Continuing Directors with respect to such event or transaction) a
resolution to the effect that a Change in Control for the purpose
of this Trust shall not be deemed to have occurred upon
consummation of such event or transaction."
2. Article I of the Trust Agreement is amended by adding thereto immediately
after the definition of the term "Code" the following language:
"Continuing Director" shall mean, with respect to a particular
event, transaction or circumstance, a person who was a member of
the Board of Directors on March 15, 2000, and any successor to
such member who was recommended to succeed such member by a
majority of the directors then in office who either were members
of the Board of Directors on March 15, 2000, or whose succession
was previously so recommended, provided that no person shall be
deemed to be a Continuing Director with respect to a particular
event, transaction or circumstance if such person is an
"affiliate" or "associate" (as such terms are defined in the
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Securities Exchange Act of 1934 and the rules and regulations
promulgated thereunder) of any person (other than the Employer)
who engaged in such event, transaction or circumstance.
3. The definition of the term "Potential Change in Control" set forth in
Article I of the Trust Agreement shall be amended
(i) by replacing the date "January 1, 2000" with the date "March 15, 2000"
and by replacing the date "January 2, 2000" with the date "March 16, 2000"
(ii) by deleting in its entirety clause (c) of such definition and
inserting in its place the following language:
"(c) filing or the requirement for filing with the Securities and
Exchange Commission by any "person" or "group" (as those terms
are used in Section 13(d) of the Exchange Act) of (i) an initial
Schedule 13G reflecting ownership of 10% or more of any class of
Voting Securities outstanding on the date of such filing, (ii) an
initial Schedule 13D, (iii) any amendment to a Schedule 13D
reflecting an increase in ownership of any class of Voting
Securities equal to or greater than 1% of the amount of such
class of Voting Securities outstanding on the date of such filing
or (iv) any amendment to a Schedule 13G reflecting ownership of
10% or more of any class of Voting Securities outstanding on the
date of such filing and an increase in ownership of such class of
Voting Securities equal to or greater than 2% of the amount of
such class of Voting Securities outstanding on the date of such
filing,"
and
(iii) by deleting from such definition the words "the Board of Directors
adopts a resolution to the effect that a Potential Change In Control for
the purpose of this Trust shall not be deemed to have occurred (but only if
at least a two-thirds majority of the members of the Board of Directors at
the time of adoption of such resolution were members immediately prior to
such event or circumstances)" and inserting in their place the following
words:
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"the Board of Directors by vote of a majority of the directors
then in office (including a majority of the Continuing Directors
with respect to such event, transaction or circumstance) adopts a
resolution to the effect that a Potential Change in Control for
the purpose of this Trust shall not be deemed to have occurred as
a result of such event, transaction or circumstance."
Each of the foregoing amendments shall be deemed to be effective as of the
date of the creation of the Trust, with the intention that (i) all such
amendments shall relate back to such date and shall be retroactively effective,
(ii) the Trust Agreement shall be construed as if such amendments had been
included in the document as originally executed and (iii) if, but only to the
extent that, any amendment to the Trust Agreement heretofore effected (a "prior
amendment") is inconsistent with the amendments set forth above, such prior
amendment shall be ineffective and of no force or effect but shall otherwise be
valid and of full force and effect.
IN WITNESS WHEREOF, this instrument has been duly executed by the
undersigned and has been delivered by facsimile to the Trustee (as that term is
defined in the Trust Agreement) of the Trust on this 31st day of March, 2000.
ALBERTSON'S, INC.
By: /s/ Thomas R. Saldin
------------------------
Thomas R. Saldin
Executive Vice President
and General Counsel
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