Exhibit 10.10.1
FIRST AMENDMENT
TO THE
ALBERTSON'S, INC.
2000 DEFERRED COMPENSATION PLAN
This Amendment is made by Albertson's, Inc., a Delaware corporation (the
"Corporation").
RECITALS
Whereas, the Corporation established the Albertson's Inc. 2000 Deferred
Compensation Plan effective January 1, 2000 (the "Plan");
Whereas, the Corporation, pursuant to Section 9.1 of the Plan, retained the
right to amend the Plan and Section 9.1 provides that the Plan may be amended by
the Grantor Trust Committee ("Committee") appointed by the Board of Directors of
Albertson's, Inc. ("Board"), and the Board has granted the authority to amend
the Plan to the Committee so long as such amendments do not materially alter
benefits; and
Whereas, the Committee has determined that it is advisable to amend the
Plan in the manner hereinafter set forth.
AMENDMENT
Now therefore be it resolved that the Plan is amended, as of May 1, 2001,
in the following respects:
1. Section 1.5 of the Plan is amended for clarification to read as follows:
"Bonus" means, with respect to each Participant, a cash bonus (i.e.,
excluding options and other noncash awards and taxable fringe benefits)
paid by the Company with respect to the Fiscal Year or Fiscal Quarter or
any part thereof beginning in the respective Plan Year.
2. Section 1.30 of the Plan shall be amended to read as follows:
"Total Disability" means the complete inability of the Eligible Employee to
perform any and every duty of his or her regular occupation, as determined
by the Committee in its sole and absolute discretion.
3. Section 3.1 shall be renumbered as Section 3.1(a) and a new Section 3.1(b)
shall be added to read as follows:
(b) Notwithstanding the foregoing, the Committee shall permit an Eligible
Employee who is hired during the Plan Year in a position of Group Vice
President or higher to elect to defer with respect to compensation not yet
earned for the remainder of the Plan Year in which the Eligible Employee
was hired by filing a completed and executed Deferral Agreement with the
Committee within 60 days of becoming an Eligible Employee.
4. Section 3.2 shall be amended to read as follows:
For each Fiscal Year, the Compensation Committee shall determine if an
Eligible Employee who is also a "covered employee" as that term is defined
in Section 162(m) of the Internal Revenue Code of 1986, as amended
("Section 162(m)") would receive total remuneration, including bonus, for
that Fiscal Year in excess of the maximum amount allowed as a deduction by
the Company from income taxes pursuant to the provisions of Section 162(m)
and shall (notwithstanding the limitation on deferrals set forth in Section
4.2(a)), except as otherwise provided in a written employment agreement,
defer to the Account of such Eligible Employee that portion of the bonus
which would otherwise be paid to the Eligible Employee which, in the
judgment of the Compensation Committee, would not be deductible by the
Company pursuant to the provisions of Section 162(m). The Compensation
Committee shall designate one of its members to file with the Committee a
Deferral Agreement for the portion of bonus to be deferred.
5. Section 6.4(a) shall be amended to read as follows:
(i) Except as otherwise provided in this Section 6.4, the entire amount
credited to a Participant's Account shall be paid in one or more of the
following forms: (A) a single lump sum, (B) a 5-year payout in 60
approximately equal monthly installments or 5 (five) equal annual
installments, but not both, (C) a 10-year payout in 120 approximately equal
monthly installments or 10 (ten) equal annual installments, but not both,
or (D) a 15-year payout in 180 approximately equal monthly installments or
15 equal annual installments, but not both, or a combination of the
foregoing to the extent administratively practicable, as the Participant
shall elect in any Deferral Agreement; provided, however, that in the
absence of such election in any Deferral Agreement, the respective amounts
credited to the Participant's Account shall be payable in 120 approximately
equal monthly installments. If installment payments are elected, the
Account shall be amortized with an assumed Rate of Return of six percent
(6%) unless the Participant selects, and the Committee approves, an
alternative assumed Rate of Return. As of each January 1, the amount to be
distributed in installment payments for that year shall be determined by
amortizing the Participant's Account balance as of the preceding December
31 over the remainder of the installment period, using the assumed Rate of
Return which was fixed under the preceding sentence at the time installment
payments were elected. The Participant shall not be entitled to select a
different form of distribution with respect to the amounts credited to the
Participant's Account in each Plan Year. Instead, the distribution form(s)
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selected by the Participant shall apply to the entire balance of the
Participant's Account.
(ii) The Participant may modify the form of distribution or time of
commencement provided that such modification is made on a validly executed
and timely filed Deferral Agreement at least 12 months prior to the date on
which the modification is to be effective. Notwithstanding the foregoing,
distribution of the Participant's entire Account balance must be completed
no later than the fifteenth year following the year in which distributions
commence.
6. Section 7.1 shall be amended to read as follows:
The Participant may, at any time, designate a Beneficiary or Beneficiaries
to receive the benefits payable in the event of his or her death and may
designate a successor Beneficiary or Beneficiaries to receive any benefits
payable in the event of the death of any other Beneficiary. Each
Beneficiary designation shall become effective only when filed in writing
with the Committee during the Participant's lifetime on a form prescribed
by the Committee. The filing of a new Beneficiary designation form will
cancel all Beneficiary designations previously filed. If no Beneficiary
shall be designated by the Participant, or if the designated Beneficiary or
Beneficiaries shall not survive the Participant, payment of the
Participant's Account shall be made to the Participant's estate in a single
lump sum payment. Notwithstanding any provision of this Plan to the
contrary, any Beneficiary designation may be changed by a Participant by
the written filing of such change on a form prescribed by the Committee.
IN WITNESS WHEREOF, Albertson's, Inc. has caused this instrument to be
executed by its officer, duly authorized by its Board of Directors, this 25th
day of May, 2001.
ALBERTSON'S, INC.
By: /s/ Thomas R. Saldin
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Thomas R. Saldin
Executive Vice President
Administration and General Counsel
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