EXHIBIT (10)t.
SUPERVALU INC.
ANNUAL CASH BONUS PLAN
FOR DESIGNATED CORPORATE OFFICERS
1. DEFINITIONS. When the following terms are used herein with initial capital
letters, they shall have the following meanings:
1.1. BONUS POOL AMOUNT -- An amount from which bonuses as provided herein
may be paid equal to two and eight-tenths percent (2.8%) of the Company's
earnings before income taxes for the Performance Period for which bonuses
are being paid, as computed in accordance with generally accepted
accounting principles as in effect from time to time and as applied by the
Company in the preparation of its financial statements. For purposes of
the foregoing computation, changes in generally accepted accounting
principles which occur during a Performance Period shall not be taken into
account, and extraordinary items, discontinued operations and restructuring
costs, as computed in accordance with generally accepted accounting
principles as in effect from time to time and as applied and reported by
the Company in the preparation of its financial statements, shall also not
be taken into account.
1.2. COMMITTEE - A committee of the Board of Directors comprised solely of
two or more members appointed from time to time by the Board of Directors.
To the extent required by Section 162(m) of the Code, at all times
following the 1995 annual meeting of stockholders of the Company, all
members of the Committee shall be "outside directors" within the meaning of
Section 162(m) of the Code.
1.3. CODE - The Internal Revenue Code of 1986, as it may be amended from
time to time, and any proposed, temporary or final Treasury Regulations
promulgated thereunder.
1.4. COMPANY - SUPERVALU INC., a Delaware corporation, and any of its
subsidiaries or affiliates whether now or hereafter established.
1.5. PARTICIPANT - The Chief Executive Officer and four other key
employees of the Company or any of its subsidiaries or affiliates who are
designated by the Committee pursuant to Section 2.2 hereof as Participants
in this Plan.
1.6. PERFORMANCE PERIOD - The period which coincides with the Company's
fiscal year.
1.7. COMPANY PERFORMANCE FACTOR - The Company's "return on invested
capital" must be at least eight percent (8%) for the Performance Period for
which bonuses are being paid. For purposes of the foregoing computation,
"return on invested capital" means a fraction with a numerator equal to
earnings before income taxes for that Performance Period as computed in
accordance with Section 1.1 above but before interest expense, and with a
denominator equal to the sum of the Company's interest-
bearing short-term borrowings, interest-bearing long-term debt,
stockholders equity and the present value of capital and operating leases,
all as computed in accordance with generally accepted accounting principles
as in effect from time to time and as applied and reported by the Company
in the preparation of its financial statements. Such denominator shall be
computed as of the last day of the Company's fiscal year which ends
immediately before the beginning of a Performance Period and as of the last
day of the fiscal year which coincides with the Performance Period, and the
sum of the foregoing amounts shall then be divided by two in order to
determine such denominator.
2. ADMINISTRATION.
2.1. COMMITTEE. The Plan shall be administered by the Committee.
2.2. DETERMINATIONS MADE PRIOR TO EACH PERFORMANCE PERIOD. Prior to each
Performance Period, or solely in the case of the Performance Period which begins
February 27, 1994, prior to April 1, 1994, the Committee shall designate
Participants for that Performance Period.
2.3. CERTIFICATION. Following the close of each Performance Period and
prior to payment of any bonus under the Plan, the Committee must certify in
writing that the Company Performance Factor has been attained and as to the
computation of the Bonus Pool Amount.
2.4. SHAREHOLDER APPROVAL. The material terms of this Plan shall be
disclosed to and approved by the stockholders of the Company in accordance with
Section 162(m) of the Code. No bonus shall be paid under this Plan unless such
stockholder approval has been obtained.
3. BONUS PAYMENT.
3.1. FORMULA. Subject to Section 3.2(b) hereof, the Chief Executive
Officer of the Company shall receive a cash bonus for each Performance Period in
an amount equal to twenty-eight percent (28%) of the Bonus Pool Amount for that
Performance Period, and each of the four other Participants in this Plan for a
Performance Period shall receive a cash bonus payment for each Performance
Period in an amount equal to eighteen percent (18%) of the Bonus Pool Amount for
that Performance Period.
3.2. LIMITATIONS.
(a) NO PAYMENT IF PERFORMANCE FACTOR NOT ACHIEVED. In no event shall
any Participant receive a bonus payment hereunder if the Company
Performance Factor is not achieved during the Performance Period.
(b) COMMITTEE MAY REDUCE BONUS PAYMENT. The Committee retains sole
discretion to reduce the amount of any bonus otherwise payable
under this Plan. If and to the extent permitted by Section
162(m) of the Code,
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the Bonus Pool Amount in a subsequent Performance Period shall be
increased by any portion of the Bonus Pool Amount of a prior
Performance Period which has not been paid or credited to or for
the benefit of Participants hereunder.
4. BENEFIT PAYMENTS.
4.1. TIME AND FORM OF PAYMENTS. Subject to any deferred compensation
election pursuant to any such plans of the Company applicable hereto, benefits
shall be paid to the Participant in a single lump sum cash payment as soon as
administratively feasible after the Committee has certified that the Company
Performance Factor has been attained.
4.2. NONTRANSFERABILITY. Participants and beneficiaries shall not have the
right to assign, encumber or otherwise anticipate the payments to be made under
this Plan, and the benefits provided hereunder shall not be subject to seizure
for payment of any debts or judgments against any Participant or any
beneficiary.
4.3. TAX WITHHOLDING. In order to comply with all applicable federal or
state income tax laws or regulations, the Company may take such action as it
deems appropriate to ensure that all applicable federal or state payroll,
withholding, income or other taxes, which are the sole and absolute
responsibility of a Participant, are withheld or collected from such
Participant.
5. AMENDMENT AND TERMINATION. The Committee may amend this Plan prospectively
at any time and for any reason deemed sufficient by it without notice to any
person affected by this Plan and may likewise terminate or curtail the benefits
of this Plan both with regard to persons expecting to receive benefits hereunder
in the future and persons already receiving benefits at the time of such action.
6. MISCELLANEOUS.
6.1. EFFECTIVE DATE. February 27, 1994.
6.2. TERM OF THE PLAN. The Plan shall continue until discontinued or
terminated by the Committee.
6.3. HEADINGS. Headings are given to the Sections and subsections of the
Plan solely as a convenience to facilitate reference. Such headings shall not
be deemed in any way material or relevant to the construction or interpretation
of the Plan or any provision thereof.
6.4. APPLICABILITY TO SUCCESSORS. This Plan shall be binding upon and
inure to the benefit of the Company and each Participant, the successors and
assigns of the Company, and the beneficiaries, personal representatives and
heirs of each Participant. If the Company becomes a party to any merger,
consolidation or reorganization, this Plan shall remain in full force and effect
as an obligation of the Company or its successors in interest.
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6.5. EMPLOYMENT RIGHTS AND OTHER BENEFIT PROGRAMS. The provisions of this
Plan shall not give any Participant any right to be retained in the employment
of the Company. In the absence of any specific agreement to the contrary, this
Plan shall not affect any right of the Company, or of any affiliate of the
Company, to terminate, with or without cause, the participant's employment at
any time. This Plan is in addition to, and not in lieu of, any other employee
benefit plan or program in which any Participant may be or become eligible to
participate by reason of employment with the Company. Receipt of benefits
hereunder shall have such effect on contributions to and benefits under such
other plans or programs as the provisions of each such other plan or program may
specify.
6.6. NO TRUST OR FUND CREATED. This Plan shall not create or be construed
to create a trust or separate fund of any kind or a fiduciary relationship
between the Company or any affiliate and a Participant or any other person. To
the extent that any person acquires a right to receive payments from the Company
or any affiliate pursuant to this Plan, such right shall be no greater than the
right of any unsecured general creditor of the Company or of any affiliate.
6.7. GOVERNING LAW. The validity, construction and effect of the Plan or
any bonus payable under the Plan shall be determined in accordance with the
internal laws, and not the laws of conflicts, of the State of Minnesota.
6.8. SEVERABILITY. If any provision of the Plan is or becomes or is deemed
to be invalid, illegal or unenforceable in any jurisdiction such provision shall
be construed or deemed amended to conform to applicable laws, or if it cannot be
so construed or deemed amended without, in the determination of the Committee,
materially altering the purpose or intent of the Plan, such provision shall be
stricken as to such jurisdiction, and the remainder of the Plan shall remain in
full force and effect.
6.9. QUALIFIED PERFORMANCE-BASED COMPENSATION. All of the terms and
conditions of the Plan shall be interpreted in such a fashion as to qualify all
compensation paid hereunder as "qualified performance-based compensation" within
the meaning of Section 162(m) of the Code.
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