1
EXHIBIT 10(I)
AMENDMENT NO. 1
TO
EMPLOYMENT AGREEMENT
DATED: August 1, 1994
BETWEEN: FRED MEYER, INC.
3800 SE 22nd Avenue
Portland, OR 97242 "Company"
AND: ROBERT G. MILLER
4375 South Shore Boulevard
Lake Oswego, OR 97035 "Employee"
The Employment Agreement between the parties dated
August 27, 1991 is amended as follows (references are to
existing paragraph numbers):
1. Long Term Disability Benefits.
In 3.7, the following is inserted after the first
sentence:
This benefit is in addition to benefits
under any group plan purchased by the
Employee.
2. Retiree Medical Benefits.
A new 3.8 (to be renumbered as 3.5) is added as
follows:
3.8 Retiree Medical Benefits. After
termination of Employee's employment for
any reason after reaching age 55, the
Company will pay Employee or his present
spouse if she survives him, as applicable,
a medical supplement to the extent
determined as follows:
(a) The supplement shall
compensate for the premium value to
2
Employee of medical coverage
comparable to that provided under
the Company's program applicable
to retirees generally (the Fred
Meyer Plan) during any period in
which the following applies:
(1) Neither Employee
nor his surviving spouse
is eligible for coverage
under the Fred Meyer Plan.
(2) Neither Employee
nor his surviving spouse is
eligible under a plan of a
successor employer for
medical benefits that are
reasonably comparable to
benefits under the Fred
Meyer Plan.
(3) Employee is at
least 55 years old.
(b) The supplement shall not
exceed the smallest of the following
amounts, as applicable, reduced by the
employee cost applicable at the time
under the Fred Meyer Plan (references
to Employee shall include his present
spouse):
(1) The cost of COBRA
continuation coverage
available from the Company
that Employee could have
received by timely election.
(2) The cost to
Employee for coverage if
Employee had timely
exercised all available
conversion rights under the
Company's medical program
for active employees.
(3) The cost to
Employee of the coverage
actually in effect for
Employee from time to time
to the extent the coverage
3
is reasonably comparable to
coverage under the Fred
Meyer Plan at the time.
(c) The supplement shall be paid
only with respect to benefits Employee
would have received under the Fred
Meyer Plan if Employee had terminated
when eligible under that Plan.
(d) The supplement shall be paid
in cash to Employee or his surviving
spouse or, at the Company's election,
by direct payment of the appropriate
portion of the cost of coverage. The
amount paid shall constitute
compensation income to Employee or his
surviving spouse, shall be reported on
IRS form W-2 and any applicable state
form, and shall be subject to all
applicable state and federal
withholding as non-qualified deferred
compensation.
3. Severance.
In 4.1, everything after "payment of" is deleted
through "one year" and replaced with "two years" and "in either
case" is deleted, so the paragraph reads as follows:
4.1 In the event Employee is
terminated by the Company for any reason
other than for "cause," death or permanent
disability, Employee shall be entitled to
payment of two years of compensation at
Employee's last determined salary (payable
on the Company's normal payroll dates and
without interest).
4. Revision in Retirement and Death Benefits.
Delete all of 5 and insert the following:
5. Pension and Benefits.
5.1 Normal Retirement Benefit.
Employee's normal retirement benefit shall
be a pension starting at the end of the
first month after age 62 and continuing for
4
Employee's life equal to $10,805 per month.
The benefit shall be reduced by 5 percent
for each year by which Employee's total
completed years of employment is less than
14, as shown on the following Schedule:
Accrued Benefit
Completed Years Employment Pension Amount
of Employment Year End per month at 62
2 8/31/93 $ 4,322
3 8/31/94 4,862
4 8/31/95 5,402
5 8/31/96 5,943
6 8/31/97 6,483
7 8/31/98 7,023
8 8/31/99 7,564
9 8/31/00 8,104
10 8/31/01 8,644
11 8/31/02 9,184
12 8/31/03 9,724
13 8/31/04 10,265
14 8/31/05 10,805
5.2 Early Retirement Benefit. If
employment is terminated by Employee or
Company for any reason before normal
retirement date, Employee may elect to
receive the accrued normal retirement
benefit starting at the end of any month
after age 55. If benefits start before the
end of the first month after age 62, the
amount from the Schedule in 5.1 shall be
reduced 5/12 of one percent for each month
by which the benefit starts early.
5.3 Spouse's Death Benefit. If
Employee dies leaving a surviving spouse to
whom he is now married, the spouse shall
receive a monthly pension for her life as
follows:
(a) If Employee had retired
and was receiving benefits or
dies during the first month for
which benefits were to be paid,
one half of Employee's monthly
5
benefit shall continue to the
spouse.
(b) If (a) does not apply,
the spouse may elect to start a
benefit as of the end of any
month after the later of the date
of death or the date Employee
would have reached age 55. The
benefit shall be one half of the
amount Employee would have
received if he had terminated
just before death and elected to
start benefits at the date
benefits start to the spouse.
5.4 Additional Benefit. Retirement
and Spouse's death benefit under 5.1
through 5.3 shall be in addition to and
shall not reduce or be reduced by any
benefits under the Supplemental Income
Plan, the Excess Deferral Plan, the Profit
Sharing Plan or any other plan maintained
by the Company or an affiliate.
5. Provisions No Longer Needed.
The following provisions that related to prior years
are no longer needed and are deleted or changed, with
conforming changes in numbering of paragraphs:
Employment.
In 2, the second and third sentences are
deleted.
Salary.
In 3.1, "Compensation Committee of the" is
inserted before "Board of Directors".
Bonus.
In 3.2, the second sentence is deleted and
"1992" is changed to "1994" in the
following sentence.
Purchase of Shares, Stock Bonus, Stock Options.
All of 3.3, 3.4 and 3.5 are deleted.
6
Insurance/Profit Sharing
In 3.6, the last sentence is deleted.
Moving Expenses.
All of 6.2 is deleted.
Automobile.
In 6.4, the last two sentences are deleted.
Vacation.
In 6.3, "four weeks" is changed to "five
weeks".
6. Effective Date.
This Amendment shall be effective August 1, 1994.
FRED MEYER, INC.
By ROGER A. COOKE
Roger A. Cooke
Executed: July 14, 1994
ROBERT G. MILLER
Robert G. Miller
Executed: July 18, 1994