Exhibit 10.2.4
WINN-DIXIE STORES, INC.
RESTRICTED STOCK PLAN
As Amended August 9, 2000
Winn-Dixie Stores, Inc. (the "Company") herein adopts the Winn-Dixie
Stores, Inc. Restricted Stock Plan (the "Plan") as part of its Officer
Compensation Program. The Plan shall be effective as of June 15, 1998.
I. KEY FEATURES OF THE PLAN
A. Definition of Restricted Stock
"Restricted Stock" consists of actual shares of Company common stock
that cannot be sold, transferred or pledged until the Restricted Period
lapses. Unless provided otherwise in the individual award agreement
pursuant to which the restricted stock is granted, the Restriction
Period will lapse within 30 days after the date on which independent
certified public accountants have issued their opinion on the Company's
financial statements and the Committee (the "Committee") appointed by
the Board of Directors of the Company (the "Board") pursuant to Section
II has determined in writing that the performance requirements have
been satisfied. While the restrictions remain, the holder of the shares
has the right to vote the shares and receive dividends.
B. Definition of Restriction Period
"Restriction Period" means the period commencing on the date an award
is granted and ending on such date or upon the achievement of such
requirements as established for each such award by the Committee.
C. Definition of Key Employee
"Key Employee" means an officer or other key employee of the Company or
its subsidiaries who, in the judgment of the Committee, is
significantly responsible for or materially contributes to the
management, growth or profitability of the business of the Company and
its subsidiaries.
D. Definition of Change in Control
"Change in Control" means:
(ii) any person (as such term is used in Section 13(d) of the Securities
Exchange Act of 1934 (the "Act"), excluding (A) those persons and
entities included in the joint Schedule 13(G) filing filed with the
Securities and Exchange Commission on February 12, 1999, and all
current or future heirs, successors and affiliates to such persons
and all trusts or other entities established or maintained, or to be
established or maintained, for the benefit of such persons and their
heirs, successors and affiliates (collectively, the "Davis Family),
(B) any employee benefit plan or related trust sponsored or
maintained by the Company, and (C) a corporation or other entity
owned, directly or indirectly, by all or substantially all of the
shareholders of the Company immediately prior to the transaction in
substantially the same proportions as their ownership of stock of the
Company ("Person")), becoming the beneficial owner, directly or
indirectly, of twenty-five (25) percent or more of the outstanding
voting stock of the Company requiring the filing of a report with the
Securities and Exchange Commission under Section 13(d) of the Act;
provided, that, at the time of the acquisition of such beneficial
ownership interest, such Person's beneficial ownership interest in
the Company exceeds that of the Davis Family.
(iii) consummation of a merger, consolidation, liquidation or dissolution
of the Company, or the sale of all or substantially all of the assets
of the Company (a "Business Combination"), in each case, unless,
following such Business Combination, all or substantially all of the
shareholders of the Company immediately prior to such Business
Combination beneficially own, directly or indirectly, more than fifty
(50) percent of the then outstanding shares of common stock and the
combined voting power of the then outstanding voting securities
entitled to vote generally in the election of directors of the
corporation resulting from such Business Combination; or
(iv) during any period of 24 consecutive months, individuals who at the
beginning of such period constitute the Board and any new directors
whose election by the Board or nomination for election by the
Company's shareholders was approved by a vote of at least 2/3 of the
directors then 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 of the Board.
E. Shares Subject to the Plan
The total number of shares that may be awarded under the Plan is
2,000,000 shares.
F. Award of Restricted Stock
The Committee shall determine the Key Employees who shall participate
in the Plan, the shares of stock awarded to each Key Employee and the
terms and conditions for shares to be awarded, including, but not
limited to, the Restriction Period, the performance period and
performance requirements, if any, and any share ownership obligations
of a Key Employee. Lapsing of restrictions on Restricted Stock
awarded hereunder may be based upon satisfaction of performance-based
requirements or non-performance-based requirements, as determined by
the Committee at or prior to the time of grant.
The amount of stock to be issued in a participant's name each year
will depend upon: (i) a target award level set for such participant;
and (ii) the price of the stock at the time of the grant.
Subject to any anti-dilution adjustment pursuant to the provisions of
Section I.H. hereof, no more than 10,000 shares of Restricted Stock
may be granted under the Plan as "performance based compensation"
within the meaning of Section 162(m) of the Internal Revenue Code of
1986, as amended ("Section 162(m)") during any one of the Company's
fiscal years to any participant who qualifies as a "covered employee"
for purposes of Section 162(m). This 10,000 share limitation may be
exceeded, as determined by the Committee in its sole discretion;
provided, however, to the extent the Restricted Stock grants made to
a "covered employee" are in excess of 10,000 shares of Restricted
Stock, such excess shares shall not be deemed "performance based
compensation" within the meaning of Section 162(m).
Unless there is a Change in Control or the Committee determines
otherwise, the restrictions will lapse and the stock will belong to a
participant free and clear of any restrictions when the Restriction
Period expires, if and only if, the participant remains in the employ
of the Company or its subsidiaries and in a Key Employee position
throughout the Restriction Period and, if applicable, the
preestablished performance requirements are satisfied.
The restrictions will lapse and the stock will belong to a
participant free and clear of any restrictions, upon the occurrence
of a Change in Control.
Except as otherwise provided by the Committee, if a participant
leaves the employ of the Company or its subsidiaries or a participant
ceases to be in a Key Employee position prior to the expiration of
the Restriction Period or a Change in Control, all shares of
Restricted Stock shall be forfeited.
Forfeited shares will be available for grant by the Committee to
other participants.
G. Contingent Cash Payment
Each individual awarded a grant of Restricted Stock by the Committee
may also be eligible to receive, at the Committee's discretion, a
contingent cash payment, the value of which shall equal the grant
value (as determined in the sole discretion of the Committee) of the
restricted stock awarded to such individual. Payment of the
contingent cash payment shall be made upon vesting (i.e., lapsing of
restrictions or upon a Change in Control) of the Restricted Stock
award to which the contingent cash payment relates. No contingent
cash payment will be made to an individual if (i) the Restricted
Stock award to which the cash payment relates does not vest, or (ii)
the Restricted Stock award is otherwise forfeited.
H. Anti-Dilution
In the event that any change in the outstanding shares of Stock
(including an exchange of the Stock for stock or other securities of
another corporation) occurs by reason of a Stock dividend or split,
recapitalization, merger, consolidation, combination, exchange of
shares or other similar corporate changes, the maximum number of
shares of stock that may be awarded under the Plan and the aggregate
number of shares of Stock subject to Restricted Stock grants then
outstanding under the Plan, shall be appropriately adjusted by the
Committee whose determination shall be conclusive; provided, however
that fractional shares shall be rounded to the nearest whole share.
In the event of any other change in the Stock, the Committee shall in
its sole discretion determine whether such change equitably requires
a change in the number or type of shares subject to any outstanding
Restricted Stock grant and any adjustment made by the Committee shall
be conclusive.
I. Employment
Nothing in this Plan shall interfere with or limit in any way the
right of the Company or its subsidiaries to terminate or change any
participant's employment at any time, nor shall the Plan confer upon
any participant any right to continue in the employ of the Company or
its subsidiaries.
II. ADMINISTRATION OF THE PLAN
A. The Plan shall be administered by the Committee composed
of at least two outside directors appointed from time to time
by the Board, having the duties and authority set forth herein
in addition to any other authority granted by the Board.
B. The Committee shall have the authority to establish the
terms and conditions of all awards including, but not limited
to, establishing the Restriction Period, the performance
periods and performance requirements, if any, any other
requirements that must be satisfied before restrictions on
Restricted Stock lapse, and any share ownership obligations.
C. The Committee's decisions and determinations under the
Plan need not be uniform and may be made selectively among
individuals whether or not such individuals are similarly
situated.
D. The Committee shall have full power, discretion and
authority to interpret, construe and administer the Plan and
any part thereof, and its interpretations and constructions
thereof and actions taken thereunder shall be final,
conclusive and binding on all persons for all purposes.
III. AMENDMENT OR TERMINATION
The Board or the Committee may, at any time, amend or terminate the Plan. No
amendments or termination of the Plan shall retroactively impair the rights of
any person with respect to an award.