Exhibit 10.27
[LOGO]ROUNDY'S(R)
ROUNDY'S, INC.
DEFERRED COMPENSATION PLAN
AMENDED AND RESTATED
AUGUST 13, 2002
ROUNDY'S, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
1. Concept Roundy's, Inc. ("Roundy's") created this Plan, effective as
of March 19, 1996, as revised October 23, 2001 and March 19,
2002, and as amended and restated as of August 13, 2002, to
assist eligible employees in deferring income until their
retirement, death, or other termination of employment.
2. Administrator The Vice President--Chief Financial Officer of Roundy's is
the Administrator for employees of Roundy's participating in
the Plan. If the Administrator is also a participant, then
the Chief Executive Officer of Roundy's is the Administrator
as to that person.
3. Eligibility Participation in the Plan is limited to a select group of
management or highly compensated employees. These employees
are defined as the Elected Officers of Roundy's who are
elected by Roundy's Board of Directors. The Administrator
determines eligibility and may revise the eligibility
requirement if necessary to assure that the Plan continues
to be exempt from the eligibility, vesting, and funding
requirements of the Employee Retirement Income Security Act
of 1974, as amended.
4. Participation Eligible persons must complete Deferred Compensation
Requirements Agreements and Participant Acknowledgment Forms, in the
forms attached as Exhibits A and B, respectively, in order
to participate. Agreements completed by newly-eligible
participants within 30 days of becoming eligible will be
effective either immediately, or as of a later designated
date, but only as to compensation payable after the date of
the Agreement.
--An eligible person may complete more than one Deferred
Compensation Agreement. Each Agreement will be treated as a
separate program under the Plan and the person completing an
additional Agreement will be treated as a newly-eligible
participant as to each Agreement.
--A person who ceases to be eligible has no further right to
complete additional Deferred Compensation Agreements.
Agreements in effect at the time eligibility is lost will
remain in effect subject to the terms of the Plan.
--The Administrator makes all final decisions regarding
eligibility and compliance with the participation
requirements.
5. Compensation Each Deferred Compensation Agreement must designate either a
Deferral specific dollar amount of deferral or a percentage amount of
deferral, and whether the amount is to be deducted from
salary or bonus, or from both. Each Agreement shall also
specify the time period during which the deferral is to take
place. A participant may make annual elections to indicate
the amount of deferral for the year following such election.
Roundy's will make the corresponding reductions in
compensation and credit the Deferred Benefit Account of the
participant.
5.1 Minimum Each Deferred Compensation Agreement must provide for an
Deferrals aggregate deferral commitment that is not less than $10,000
in the aggregate over a period not more than 7 years from
the effective date of the Agreement, and not less than
$2,000 in any one year. Only whole percentages may be
elected as percentage deferrals. The Administrator may
adjust this minimum in the Administrator's discretion.
ROUNDY'S, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
5.2 Maximum Roundy's Board of Directors may establish, in
Annual its discretion, a limit on the aggregate
Aggregate amount of the deferrals that may be elected
Deferral by all participants combined for any calendar
year. Any such limit, once so established,
shall continue in effect until and unless
changed by the Roundy's, Inc. Board of
Directors.
6. Deferral Elections are A deferral election under the Plan (including
Irrevocable Except an election applicable to future years)
for Unforeseen evidenced by a signed Deferred Compensation
Emergency Agreement is irrevocable and not subject to
change unless the participant separates from
service with Roundy's or incurs an Unforeseen
Emergency, in which latter event the
provisions of Section 15, below, shall apply.
6.1 Reinstatement A participant whose deferral has been reduced
of Deferrals or suspended for Unforeseen Emergency, as
Reduced for provided in Section 15 below, may elect,
Unforeseen prior to termination of employment, to
Emergency reinstate his or her original deferral by
written notice to that effect to the
Administrator, in which event the
participant's deferrals shall be reinstated,
in accordance with the terms of the
applicable Deferred Compensation Agreement,
commencing with the payroll next following
the Administrator's receipt of such notice.
7. Effect of Change of In the event of a Change of Control, all
Control Event on deferral elections under the Plan shall
Deferral Elections continue in force and effect, unless the
Board of Directors, by specific resolution,
determines that they shall terminate (in
which event they shall automatically
terminate as of the last day of the month
preceding the occurrence of a Change of
Control). The benefits of each participant
affected by any such automatic termination of
deferrals will be adjusted to reflect the
reduced deferral. The method of adjustment is
as described and illustrated in Schedule A to
the Plan. The definition of Change of Control
Event is as set forth in Schedule B to the
Plan, which may be revised from time to time,
by the Administrator, to be consistent with
the definition of this term as used by
Roundy's in other plans, agreements and
arrangements wherein the same or a similar
concept is involved.
8. Deferred Benefit Roundy's will establish on its books a
Accounts; Credit of Deferred Benefit Account for each Plan
Interest Yield Participant.
Deferred compensation shall be credited to
this account as the date on which such
compensation otherwise would have been paid.
Interest at the Plan's Interest Yield will be
credited to the account no less often than
monthly. Interest will be calculated by
applying the Interest Yield to the varying
balances of the Account during the month or
other period for which interest is credited.
Distributions shall be charged to the Account
as they are made.
8.1 Definition of Interest Yield means, for each fiscal year of
Interest Yield Roundy's, a per annum rate equal to the
Interest Yield Moody's Long Term Bond Rate in
effect on the first day of such fiscal year,
plus 2%.
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ROUNDY'S, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
9. Withholding on In the event Roundy's is required to withhold
Deferrals any employment or other taxes on any amounts
deferred under the Plan, Roundy's may deduct
such taxes from other non-deferred
compensation of the Participant.
10. Trust Fund Created A participant's Deferred Benefit Account is a
means of measuring the value of the
participant's deferred compensation. Roundy's
has established a Trust (the "Trust") dated
March 19, 1996, to hold assets to be used to
pay benefits under the Plan, and will from
time to time contribute assets to the Trust.
Any assets designated by Roundy's to pay
benefits under this Plan shall at all times
remain the property of Roundy's or the Trust.
A participant has no property interest in
specific assets of Roundy's or the Trust by
virtue of the Plan. The rights of any
participant, any beneficiary, or any estate
to benefits under the Plan shall be solely
those of an unsecured creditor of Roundy's.
On September 23, 2002, Roundy's deposited
$1,100,000.00 to the Trust in connection with
the Change of Control that occurred on June
6, 2002. This amount, together with all
future earnings on such amount, the insurance
policies held in the Trust prior to that
date, and all future increases in the value
of such policies (collectively, the "2002
Fund Balance"), is intended to and shall be
available for payment of benefits under the
Plan to the extent of Participants' Account
balances existing as of June 5, 2002 and
Interest Yield credited on such balances for
periods after that date ("2002 Funded
Benefits"). The 2002 Fund Balance will be
available for the payment of other benefits
under the Plan, attributable to deferrals
after June 5, 2002 and Interest Yield
thereon, only to the extent that all 2002
Funded Benefits have been paid in full.
Roundy's contribution of funds or assets to
the Trust shall not to any degree limit
Roundy's obligation to pay any and all
benefits due to participants under this Plan.
11. Payment of Benefits Upon a participant's termination of
Other Than Upon employment, for any reason other than death,
Death Roundy's will pay to the participant, as
compensation for prior services, an amount
equal to the participant's Deferred Benefit
Account measured as of the last day of the
month in which employment terminated (the
"Termination Account Balance"). The form of
payment will be as provided below:
11.1 Forms of At the time a participant completes a
Benefit Deferred Compensation Agreement the
Payment participant is entitled to select the number
of years over which benefits are to be paid
to the participant, up to a maximum of 15
years, and the age (not later than age 65) at
which the payment of benefits is to commence
("Designated Commencement Age"). The payment
period and Designated Commencement Age so
selected shall not thereafter be subject to
change by the participant. If no Designated
Commencement Age is specified in a Deferred
Compensation Agreement, then the Designated
Commencement Age with respect to that
Agreement shall be age 65.
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ROUNDY'S, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
A participant will receive payment of his or
her Termination Account Balance upon
termination of employment in annual
installments, commencing within 30 days of
the later of (i) the date of termination of
employment, or (ii) the Participant's
attaining his or her Designated Commencement
Age. The number of annual installments shall
be 10, unless the participant shall have
designated a different number of installments
(not greater than 15) in a Deferred
Compensation Agreement, in which event the
number so designated shall apply.
The amount to be distributed annually will be
determined under one of two alternatives, as
elected by the participant (by written notice
to the Administrator) at any time prior to,
but not later than, ninety (90) days prior to
the date on which payments of benefits to
such Participant hereunder are scheduled to
commence. These alternatives are referred to
as the "Declining Balance Method" and the
"Annuity Method," and are described below. In
the absence of an effective election by a
participant with respect to any Deferred
Compensation Agreement, the Declining Balance
Method shall apply to amounts deferred under
that agreement.
Under the Declining Balance Method, the
amount to be distributed annually will be
determined by multiplying the aggregate
balance of the participant's Account by a
fraction, the numerator of which is one (1)
and the denominator of which is the number of
years remaining for the payments to be made
(e.g., 1/10, 1/9, 1/8, etc.). Additional
earnings are to be credited to the Account
during the installment payment period in the
same way that earnings are credited while the
participant is employed.
Under the Annuity Method, the amounts of each
annual installment will be equal. The amount
of each installment will that amount which
will fully amortize the amount of the
Termination Account Balance over the
applicable number of annual installments,
assuming an interest rate applied to the
declining balance at a rate equal to the
Interest Yield in effect as of the
participant's termination date.
12. Benefits Upon Upon the death of a participant prior to
Death Before termination of employment, and before any
Termination of periodic payments have begun, Roundy's will
Employment pay to the participant's Designated
Beneficiary, as designated on a Beneficiary
Designation Form in the form of that attached
as Exhibit B, as compensation for services
rendered prior to the date of death, a
pre-retirement death benefit that is equal to
the greater of (i) the participant's Deferred
Benefit Account measured as of the last day
of the month coincident with or immediately
preceding the date of death or, (ii) subject
to the following paragraph, an amount equal
to 5 times the total aggregate deferral
commitment of the participant. For this
purpose, a participant's "aggregate deferral
commitment" means the total amount of
compensation he or she has deferred or has
agreed to defer in the future, pursuant to
all Deferred Compensation Agreements to which
he or she is a party as the date of his or
her death, exclusive of any Interest Yield
thereon.
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ROUNDY'S, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
For purposes of clause (ii) above, in the case of any
participant who is not insurable for a death benefit
larger than the "guaranteed issue" amount available to
Roundy's at standard rates when the participant completes
a Deferred Compensation Agreement, such participant's
amount referred to in such clause (ii) will be limited to
such "guaranteed issue" amount.
The form of payment will be as set forth below in this
Section 12.
12.1 Forms of If a participant's death benefit is the participant's
Payment pre-retirement Deferred Benefit Account, payment will be
Upon Death made in 10 annual installments commencing within 30 days
of the date of death, with payment being made under the
Declining Balance Method in the manner provided in Section
11.1 above.
If a participant's pre-retirement death benefit is the
multiple of deferral commitment or guaranteed issue
formula amount, payment of the benefit will be made in 10
equal annual installments commencing within 30 days of the
date of death. No additional earnings or interest will be
credited during the installment payment period when the
death benefit amount is determined as the multiple of
deferral commitment or guaranteed issue formula amount.
Example 1 (Death Benefit Equal to Multiple Of Deferral
Commitment):
Participant age 50 elects to defer $10,000 each year for 7
years
Stated Deferral ($10,000) x Deferral Period (7) = Total
Aggregate Deferral Commitment ($70,000)
Total Aggregate Deferral Commitment ($70,000) x Multiple
(5) = Total Pre-Retirement Death Benefit ($350,000)
Total Pre-Retirement Death Benefit ($350,000) divided by
number of years over which benefit payable (10) =
$35,000/year for 10 years.
Example 2 (Death Benefit Equal to Guaranteed Issue
Amount):
Assume that the guaranteed issue life insurance available
to Roundy's is $300,000 per person.
Assume that an "uninsurable at standard rates" 45-year old
participant elects to defer $70,000 over 7 years.
The participant's formula pre-retirement death benefit of
$350,000 is not available because of the lack of
insurability.
Instead, the participant's pre-retirement death benefit
would be $300,000 divided by 10 years, or $30,000 per year
for 10 years.
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ROUNDY'S, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
13. Designated All payments by Roundy's will be made to the participant,
Beneficiary if living. If the participant has died, then any payment
under the Plan will be made to the Designated Beneficiary
of the participant. All beneficiary designations must be
made in writing, in substantially the form of Exhibit B
attached hereto, and acknowledged by the Administrator. If
there is no beneficiary designation in force when Plan
benefits become payable to a beneficiary, the deemed
beneficiary shall be the participant's spouse, or if no
spouse is then living, the participant's estate. If a
beneficiary dies before receiving all payments due, the
remaining payments will be made to the beneficiary's
estate.
14. Incapacity If the Administrator shall find that any person to whom
any payment is payable under this Plan is unable to manage
his or her affairs because of illness or other physical or
mental incapacity, or is a minor, any payment due (unless
a prior claim therefore shall have been made by a duly
appointed guardian, committee or other legal
representative) may be paid to the spouse, child, a
parent, or a brother or sister of such person, or to any
person deemed by the Administrator to have incurred
expense for such person otherwise entitled to payment in
such manner and proportions as the Administrator may
determine. Any such payment shall be a complete discharge
of the liabilities of Roundy's under this Plan to the
extent of such payment.
15. Reduction of In the event a Participant incurs an Unforeseen Emergency
Deferrals and (as defined below), the Administrator shall first consider
Payments for reducing the amount of or ceasing future deferrals under
Unforeseen the Plan to allow the participant to deal with the severe
Emergency financial hardship resulting from such Unforeseen
Emergency. If in the Administrator's sole discretion the
Participant still faces a severe financial hardship
resulting from such Unforeseen Emergency, the
Administrator may permit such participant to withdraw all
or such portion of such participant's Deferred Benefit
Account as of the withdrawal date which the Administrator
determines is reasonably needed to satisfy the emergency
hardship. Withdrawals of amounts because of an Unforeseen
Emergency shall only be permitted to the extent reasonably
necessary to satisfy the emergency need.
An "Unforeseen Emergency" is defined as severe financial
hardship to the participant resulting from a sudden and
unexpected illness or accident of the participant or of a
dependent of the participant (as defined in Section 152(a)
of the Internal Revenue Code), loss of the participant's
property due to casualty, or other similar extraordinary
and unforeseeable circumstances arising as a result of
events beyond the control of the participant. The presence
or absence of an Unforeseen Emergency for this purpose
will be determined in the sole discretion of the
Administrator, whose decision on the issue will be final
and binding for all purposes hereunder.
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ROUNDY'S, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
The circumstances which will constitute an
Unforeseen Emergency will depend on the facts of
each case, but in any case payment from the Plan may
not be made to the extent that such hardship is or
may be relieved: (i) through reimbursement or
compensation through insurance or otherwise; (ii) by
liquidation of the participant's assets, to the
extent the liquidation of such assets would not
itself cause severe financial hardship; or (iii) by
cessation of deferrals under the Plan.
16. Statement of Account Following the close of each year the Administrator
will provide statements of account to each
participant.
17. Assignment No participant or beneficiary may assign the right
to receive benefits under the Plan, except as
provided herein with respect to Designated
Beneficiaries.
18. Not An Employment Neither this Plan nor any Deferred Compensation
Contract Agreement shall be construed as conferring upon any
individual any rights to continued employment, nor
shall it interfere with the rights of Roundy's or
any subsidiary of Roundy's to terminate the
employment of any individual or to take any other
action affecting such individual.
19. Taxes on Benefits Roundy's will withhold from all benefit payments all
Paid employment, income and other taxes required by
applicable law.
20. Amendment and Roundy's may, at any time, amend or terminate the
Termination Plan by action of Roundy's Board of Directors.
Roundy's may not, however, reduce any benefit
payment to a participant based on deferrals already
made, nor may the Interest Yield applicable to
deferrals already made be reduced, without the
participant's consent. Termination of the Plan shall
not effect the rights of Participants or the
obligations of Roundy's hereunder with respect to
Participants' Deferred Benefit Accounts as they
exist on the date of such termination. Upon any such
termination all deferral elections then in effect
shall automatically terminate, and the benefits of
each participant will be adjusted as provided on
Schedule A to the Plan.
21. Limitation on No officer, director or employee of Roundy's, nor
Liability the Administrator, shall be liable to any person for
any action taken or omitted in connection with the
administration of this Plan, unless attributable to
his or her own fraud or willful misconduct; nor
shall Roundy's be liable to any person for any such
action or omission (other than the obligation to pay
benefits under this Plan in accordance with its
terms).
22. Indemnification Roundy's shall indemnify the Administrator for, and
hold him or her harmless against, any and all
claims, liabilities, charges and expenses (including
reasonable attorneys' fees) in connection with or
arising out of the individual's performance of his
or her duties hereunder.
23. Construction The Plan is to be construed under the laws of the
State of Wisconsin.
24. Binding Agreement This Plan is binding upon Roundy's and participants
and their respective successors, assigns, heirs,
executors, and beneficiaries (subject to the right
of Roundy's to amend or terminate the Plan as
provided in Section 20 above).
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ROUNDY'S INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
ADOPTED pursuant to authorization of the Board of Directors of Roundy's, Inc. as
of March 19, 1996, amended pursuant to authorization of the Board of Directors
as of October 23, 2001 and March 19, 2002, and amended and restated pursuant to
authorization of the Board of Directors as of August 13, 2002.
ROUNDY'S, INC.
By:____________________________________
Robert A. Mariano, President & Chief
Executive Officer
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ROUNDY'S INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
SCHEDULE A
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Assumptions:
X is healthy and under age 45.
X elects to defer $10,000/year for 7 years.
X's pre-retirement death benefit is:
Aggregate Deferral $10,000 x 7 years = $ 70,000
Death Benefit Multiple x 5
--------
Pre-retirement Death Benefit $350,000
Further Assume:
After 4 years of deferral X stops contributing either because of
unforeseen emergency or Change of Control Event.
X's adjusted pre-retirement death benefit is based on his actual
deferrals:
Aggregate Deferral $10,000 x 4 years = $ 40,000
Death Benefit Multiple x 5
--------
Pre-retirement Death Benefit (adjusted) $200,000
Further Assume:
After 4 years of deferral X did not stop all deferrals but had them
reduced by one-half due to unforeseen emergency.
X's adjusted pre-retirement death benefit is based on his actual
deferrals:
(one-half for all years) $5,000 x 7 years = $ 35,000
x 5
--------
$175,000
PLUS
(one-half for years 1-4) $5,000 x 4 years = $ 20,000
x 5
--------
$100,000
Total Adjusted Pre-retirement Death Benefit $275,000
========
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ROUNDY'S, INC.
AMENDED AND RESTATED DEFERRED COMPENSATION PLAN
SCHEDULE B
Change of Control Event means any one of the following:
(a) Any person or group of persons (as defined in Rule 13d-5 under the
Securities Exchange Act of 1934), together with its affiliates (but not
including the Roundy's, Inc. Voting Trust), become the beneficial owner,
directly or indirectly, of 30% or more of the then outstanding Common
Stock of Roundy's, Inc. or 30% or more of the then outstanding securities
of Roundy's, Inc. entitled generally to vote for the election of directors
("Voting Securities") provided, that if the person so acquiring such
Common Stock or Voting Securities is itself a corporation or other entity
such acquisition shall constitute a Change of Control Event only if less
than 70% of the outstanding Common Stock or Voting Securities of such
corporation or other entity are held by persons who, immediately before
such acquisition, held Common Stock or Voting Securities of Roundy's,
Inc.;
(b) The merger or share exchange of Roundy's, Inc. with any other corporation,
the sale or other disposition of substantially all of the assets of
Roundy's, Inc., or the liquidation or dissolution, of Roundy's, Inc.,
unless immediately thereafter at least 70% of the outstanding Common Stock
and 70% of the outstanding Voting Securities of the corporation or entity
surviving such merger or share exchange, or acquiring such assets, is held
beneficially by persons who, immediately before such merger or share
exchange or acquisition, held beneficially Common Stock or Voting
Securities of Roundy's, Inc., or
(c) At least 2/3 of the directors of Roundy's, Inc. in office immediately
prior to any other action proposed to be taken by Roundy's, Inc.
stockholders or by Roundy's, Inc. Board of Directors determines that such
proposed action, if taken, would constitute a change of control of
Roundy's, Inc. and such action is taken.
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EXHIBIT A
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ROUNDY'S, INC.
DEFERRED COMPENSATION PLAN
DEFERRED COMPENSATION AGREEMENT
PARTICIPANT
INFORMATION: Name:___________________________ Social Security #:_______________
Address:___________________________________________
___________________________________________
Total Deferral Commitment $______________________ over the next seven (7) years,
e.g. by the year ending December 31, ________. (Minimum deferral is $10,000 over
7 years)
[mark one box only]
ANNUAL DEFERRAL ELECTION: $________________ during the following year only,
or during each of the following
years, until revoked or modified,
through the year ending December
31, ______.
Select One:
1. This deferral shall be deducted from my base salary during the year at
the rate of $______________ per pay period.
2. This deferral shall be deducted from my annual bonus payment.
3. This deferral shall be deducted from my base salary and any bonus
payments paid to me during the year at the rate of ______% per salary
and bonus payment. The total amount deferred for any year will not
exceed the annual deferral amount stated above.
I understand that Roundy's intends to purchase life insurance on my life in
order to cover its liability under the Plan.
NON-PARTICIPATION: I elect NOT to participate in the Deferred Compensation
Plan at this time.
BENEFIT PAYMENT ELECTION. If no alternative benefit payment period is elected
below, your benefits at or after age 65 will be paid to you over 10 years. If
you elect an alternative payment period you must specify the payment period and
age at which benefits are to begin. The available alternatives include a lump
sum payment or periodic payments over a period of up to 15 years, beginning at
age 55 to 65.
Select One:
1. I do not choose to elect an alternative benefit payment period.
2. I choose the following as my alternative benefit payment period:
_____ Lump Sum
_____ Payment over _______ years (Enter number of years not to
exceed 15 years).
_____ Age at which benefits are to begin (enter age from 55 to 65).
I agree to execute a Participant Acknowledgement Receipt Acknowledged:
Form.
ROUNDY'S, INC.
Signature ______________________________
Participant By:__________________________
Its:______________________
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EXHIBIT B
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ROUNDY'S, INC.
DEFERRED COMPENSATION PLAN
BENEFICIARY DESIGNATION FORM
I, the undersigned _______________________________, am a Participant in
the Roundy's, Inc. Deferred Compensation Plan dated March 19, 1996, as amended
October 23, 2001 and August 13, 2002.
Under certain conditions set forth in the Plan, benefits thereunder may
be payable to beneficiaries named by me. I hereby designate the following
beneficiaries to receive payments under the Plan in case of my death.
1. Initial Beneficiary. The Initial Beneficiary shall be:
Name Relationship, if any
__________________________ ______________________________
2. Contingent Beneficiary. If I am not survived by the Initial
Beneficiary, or if said Beneficiary shall die before receiving any benefits
under the Plan, the Contingent Beneficiary shall be:
Name Relationship, if any
___________________________ ______________________________
Dated this ________ day of __________________, _______.
_____________________________________________ ______________________________
Signature of Witness (Cannot be a Beneficiary) Participant Signature
______________________________________
Witness (Printed Name)
Receipt Acknowledged this ______ day of
_____________________ ________.
ROUNDY'S, INC.
By: ___________________________________________
Title: ________________________________________
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EXHIBIT C
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ROUNDY'S, INC.
DEFERRED COMPENSATION PLAN
PARTICIPANT ACKNOWLEDGEMENT
I, the undersigned _____________________________________, am a
Participant in the Roundy's, Inc. Deferred Compensation Plan. I have received
and have read a copy of the Plan document and agree to be bound by all the terms
and provisions of the Plan.
Dated this _________ day of ____________________, ________.
_____________________________________ ____________________________________
Witness Signature Participant Signature
_____________________________________
Witness (Printed Name)