EXHIBIT 10(f).
SUPER VALU STORES, INC.
1983 EMPLOYEE STOCK OPTION PLAN
1. PURPOSE. The purpose of this Plan is to promote the interests
of Super Valu Stores, Inc., a Delaware corporation (the "Corporation"), and its
stockholders by encouraging selected key salaried management employees of the
Corporation, and members of the Board of Directors who are not also employees of
the Corporation, to invest in shares of the Corporation's Common Stock with the
increased personal interest and effort in the continued success and progress of
the business that stock ownership can produce, and by providing additional means
of attracting and retaining competent executive personnel and directors.
2. ADMINISTRATION; GRANTING OF OPTIONS. The Plan shall be
administered by the Board of Directors of the Corporation.
The Board of Directors shall have full authority in its discretion,
but subject to the express provisions of the Plan, to:
(a) determine the purchase price of the Common Stock covered by
each option;
(b) determine the persons to whom and the time or times at which
options shall be granted;
(c) determine the number of shares to be subject to each option;
(d) determine terms and provisions (and amendments thereof) of the
respective option agreements (which need not be identical), including such terms
and provisions (and amendments) as shall be required in the judgment of the
Board to conform to any law or regulation applicable thereto;
(e) determine which options shall be Incentive Stock Options
within the meaning of Section 422A of the Internal Revenue Code of 1986, as
amended (the "Code");
(f) accelerate the time at which all or any part of an option
may be exercised;
(g) modify or amend any outstanding option agreement subject to
the consent of optionee;
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(h) interpret the Plan and prescribe, amend and rescind rules and
regulations relating to it;
(i) make all other determinations deemed necessary or advisable
for the administration of the Plan.
All decisions, determinations and selections made by the Board of Directors
on the foregoing matters shall be conclusive.
The granting of an option pursuant to the Plan shall be effective only when
an option is duly awarded to an employee or director by the Board of Directors.
The Executive Committee of the Corporation, in addition to and not to the
exclusion of the Board of Directors of the Corporation, is authorized to
exercise all of the powers authorized and conferred by the Plan on the Board of
Directors other than the power under Section 13 of this Plan to terminate and
amend the Plan.
The Board of Directors may also authorize, at any time, the formation of a
Stock Option Committee (the "Committee"), consisting of three or more members
appointed from time to time by the Board, which Committee would have authority
to exercise the powers conferred on the Board under the Plan, other than the
power under Section 13 herein to terminate and amend the Plan. In addition, the
Board of Directors may authorize, at any time, the Chief Executive Officer of
the Corporation to extend the period of exercise of certain Incentive Stock
Options and non-incentive (non-qualified) stock options in accordance with the
provisions of Section 10 of the Plan.
3. ELIGIBILITY; FACTORS TO BE CONSIDERED IN GRANTING STOCK OPTIONS.
Incentive Stock Options may be granted only to key salaried management employees
(which term, as used herein, includes officers) of the Corporation and of its
present and future subsidiary corporations. Options which do not qualify as
Incentive Stock Options may be granted to key salaried management employees of
the Corporation and of its present and future subsidiary corporations and to
members of the Board of Directors of the Corporation who are not also employees
of the Corporation or one of its subsidiaries ("Non-Employee Directors"),
provided, however, that options shall be granted to Non-Employee Directors only
pursuant to Section 7 hereof.
In determining the employees to whom options shall be granted and the
number of shares to be covered by each such option, the Board of Directors may
take into account the nature of the services rendered by the respective
employees, their present and potential contributions to the success of the
Corporation and such other factors as the Board of Directors, in its discretion,
shall deem relevant.
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Subject to the provisions of Section 11 herein, an employee who has been
granted an option under the Plan or under any prior stock option plan of the
Corporation may be granted an additional option or options under the Plan if the
Board of Directors shall so determine.
4. SHARES SUBJECT TO THE PLAN. Subject to adjustment as provided in
Section 12 herein:
(a) the stock to be offered under the Plan shall be shares of the
Corporation's authorized Common Stock, par value $1.00 per share, which may be
either shares reacquired and held in the treasury of the Corporation or
authorized but unissued shares; and
(b) the aggregate number of shares which may be issued under all
options granted pursuant to the Plan shall be 4,500,000 shares.
Shares subject to, but not issued under, any option terminating or expiring
for any reason prior to exercise thereof in full shall again be available for
other options thereafter granted under the Plan.
5. TERM OF PLAN AND OF EACH OPTION AGREEMENT; EXERCISE OF OPTIONS.
The period during which options may be granted under the Plan shall expire
February 7, 1999. The term of each option so granted shall expire not more
than ten years from the date the option is granted.
Except with respect to options granted to Non-Employee Directors pursuant
to Section 7 hereof, the Board of Directors may determine at the time of
granting whether each such option is exercisable in full, in part from time to
time or in installments, which may be cumulative from year to year during such
term to the extent not exercised in a prior year; provided, however, that
notwithstanding the foregoing, from and after a Change of Control (as
hereinafter defined), all options granted under the Plan, including options
granted to Non-Employee Directors pursuant to Section 7 hereof, shall become
immediately exercisable to the full extent of the original award. As used
herein, "Change of Control" shall mean any of the following events:
(i) The acquisition by any person, entity or "group", within the
meaning of Section 13(d)(3) or 14(d)(2) of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), other than the Corporation or any of its
wholly-owned subsidiaries, or any employee benefit plan of the Corporation
and/or one or more of its wholly-owned subsidiaries, of beneficial ownership
(within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 20% or
more of either the then outstanding
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shares of Common Stock or the combined voting power of the Corporation's then
outstanding voting securities in a transaction or series of transactions not
approved in advance by a vote of at least three-quarters of the Continuing
Directors (as hereinafter defined); or
(ii) Individuals who, as of April 13, 1988, constitute the Board
of Directors of the Corporation (generally the "Directors" and as of April 13,
1988 the "Continuing Directors") cease for any reason to constitute at least a
majority thereof, provided that any person becoming a Director subsequent to
April 13, 1988 whose nomination for election was approved in advance by a vote
of at least three-quarters of the Continuing Directors (other than a nomination
of an individual whose initial assumption of office is in connection with an
actual or threatened solicitation with respect to the election or removal of the
Directors of the Corporation, as such terms are used in Rule 14a-11 of
Regulation 14A under the Exchange Act) shall be deemed to be a Continuing
Director; or
(iii) The approval by the stockholders of the Corporation of a
reorganization, merger, consolidation, liquidation or dissolution of the
Corporation or of the sale (in one transaction or a series of related
transactions) of all or substantially all of the assets of the Corporation other
than a reorganization, merger, consolidation, liquidation, dissolution or sale
approved in advance by a vote of at least three quarters of the Continuing
Directors; or
(iv) The first purchase under any tender offer or exchange offer
(other than an offer by the Corporation or any of its subsidiaries) pursuant to
which shares of Common Stock are purchased.
Options granted under this Plan need not be identical with respect to the
terms of exercise thereof. Subject only to the foregoing limitations, options
may be exercised in whole at any time or in part from time to time during the
option term by serving written notice of exercise on the Corporation,
accompanied by payment of the purchase price.
The Board of Directors or the Committee, as the case may be, may grant
"restoration" options, separately or together with another option, pursuant to
which, subject to the terms and conditions established by the Board of Directors
or the Committee, as the case may be, and any applicable requirements of Rule
16b-3 promulgated under the Exchange Act or any other applicable law, the
optionee would be granted a new option when the payment of the exercise price of
the option to which such "restoration" option relates is made by the delivery of
shares of the Corporation's Common Stock owned by the optionee, as described in
Section 6 hereof, which new option would be an option to purchase the number of
shares not exceeding the sum of (a) the number of shares of the Corporation's
Common Stock tendered as payment upon the
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exercise of the option to which such "restoration" option relates and (b) the
number of shares of the Corporation's Common Stock, if any, tendered as payment
of the amount to be withheld under applicable income tax laws in connection with
the exercise of the option to which such "restoration" option relates, as
described in Section 15 hereof. "Restoration" options may be granted with
respect to options previously granted under this Plan or any prior stock option
plan of the Corporation, and may be granted in connection with any option
granted under this Plan (other than an option granted to a Non-Employee Director
pursuant to Section 7 hereof) at the time of such grant. The purchase price of
the Common Stock under each such new option, and the other terms and conditions
of such option, shall be determined by the Board of Directors or the Committee,
as the case may be, consistent with the provisions of the Plan.
6. OPTION PRICES. Except with respect to options granted to Non-
Employee Directors pursuant to Section 7 hereof, the purchase price of the
Common Stock under each option shall be determined by the Board of Directors,
but shall not be less than 100% of the fair market value of the Common Stock at
the time of granting the option as found by the Board.
The purchase price of the shares as to which an option shall be exercised
shall be paid in full in cash at the time of exercise as shall be provided in
the option agreement, and any optionee, without limitation, shall also be
entitled to pay the exercise price by tendering to the Corporation shares of the
Corporation's Common Stock, previously owned by the optionee, having a fair
market value on the date of exercise equal to the option price (or the portion
thereof not paid in cash).
7. OPTIONS TO NON-EMPLOYEE DIRECTORS. The Board of Directors or the
Committee, as the case may be, shall issue options which do not qualify as
Incentive Stock Options to Non-Employee Directors in accordance with this
Section 7.
Each Non-Employee Director serving on the Corporation's Board of Directors
immediately following the Annual Meeting of Stockholders of the Corporation on
June 30, 1992 shall be granted, as of June 30, 1992, an option to purchase 3,000
shares of Common Stock. Each Non-Employee Director first elected or appointed
to the Corporation's Board of Directors after June 30, 1992 and during the term
of the Plan shall be granted, as of the date of such Director's first election
or appointment to the Board of Directors, an option to purchase 3,000 shares of
Common Stock. After the initial grant to each Non-Employee Director as set
forth above in this Section 7, each such Director shall be granted during the
term of the Plan, as of each even-numbered anniversary of the date of such
initial grant to such Director, if such Director's term of office continues
after such anniversary date, an option to purchase 3,000 shares of Common Stock.
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Each option granted to a Non-Employee Director pursuant to this Section 7
shall be exercisable as to 40% of the shares subject to such option on the first
anniversary of the date of grant and as to an additional 30% of the shares
subject to such option on each of the second and third anniversaries of the date
of grant, shall have an exercise price equal to the fair market value of the
shares of Common Stock as of the date of grant and shall expire on the tenth
anniversary of the date of grant. "Restoration" options may not be granted to
any Non-Employee Director. This Section 7 shall not be amended more than once
every six months other than to comport with changes in the Code, the Employee
Retirement Income Security Act or the rules and regulations thereunder.
8. ADDITIONAL TERMS. Options granted under the Plan shall not be
affected by any change of duties or position so long as the optionee continues
to be an employee of the Corporation or of a subsidiary (or continues to be a
Director of the Corporation in the case of any Non-Employee Director). Each
option agreement may contain such provisions as the Board of Directors shall
approve with reference to the effect of approved leaves of absence, provided
that with respect to Incentive Stock Options such provisions conform to the
requirements of the Code.
Nothing in the Plan or in any option granted pursuant thereto shall confer
on any person any right to continue in the employ of the Corporation or of any
of its subsidiaries (or to continue as a Director of the Corporation in the case
of any Non-Employee Director) or affect, in any way, the right of the
Corporation or any of its subsidiaries to terminate his employment (or to
terminate his directorship in the case of any Non-Employee Director) at any
time.
9. NON-TRANSFERABILITY OF OPTIONS. No option granted under the
Plan may be assignable or transferable except by will or the laws of descent and
distribution, and each option may be exercised, during the lifetime of the
optionee, only by him.
10. DEATH; OTHER TERMINATION OF EMPLOYMENT OR DIRECTORSHIP. If an
optionee shall cease to be employed by the Corporation or a subsidiary of the
Corporation (or shall cease to be a Director of the Corporation in the case of
any Non-Employee Director) for any reason other than death, except as otherwise
provided in the following paragraphs, he may, within three months following the
date of such termination of employment (or following the date of such
termination of directorship in the case of any Non-Employee Director), exercise
his option; provided, however, that the option may not be exercised after the
expiration of the applicable period referred to in Section 5 hereof (or Section
7 hereof with respect to any option granted to a Non-Employee Director) and may
be exercised only to the extent of the number of shares the optionee was
entitled to purchase under the option on the date of such termination of
employment (or on the date of such termination of directorship in the case of
any Non-Employee Director), subject to (except with respect to options granted
to Non-Employee Directors pursuant to Section 7
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hereof) any right of the Board of Directors to accelerate the vesting of options
at the time of such termination of employment or otherwise and any right of
repurchase by the Corporation provided for in the option agreement.
Except as otherwise provided in this paragraph, if an optionee retires at
or after age 55 with ten or more years of service with the Corporation or a
subsidiary of the Corporation (or if a Non-Employee Director terminates his
directorship at or after age 55 with ten or more years of service as a Director
of the Corporation, or at or after age 65 regardless of the number of years of
service as a Director of the Corporation), he may, within two years following
the date of such retirement (or following the date of such termination of
directorship in the case of any Non-Employee Director), exercise his option;
provided, however, that the option may not be exercised after the original
expiration date of such option set forth in the related option agreement and may
be exercised only to the extent of the number of shares the optionee was
entitled to purchase under the option on the date of such retirement (or on the
date of such termination of directorship in the case of any Non-Employee
Director), subject to (except with respect to options granted to Non-Employee
Directors pursuant to Section 7 hereof) any right of the Board of Directors to
accelerate the vesting of options at the time of retirement or otherwise and any
right of repurchase by the Corporation provided for in the option agreement.
With respect to Incentive Stock Options granted before February 16, 1991, if an
optionee retires at or after age 55 with ten or more years of service with the
Corporation, he may, if so determined by the Chief Executive Officer of the
Corporation (or by the Committee in the case of an optionee who is subject to
the provisions of Section 16 of the Exchange Act) in their sole and absolute
discretion, within two years following the date of such retirement, exercise his
option; provided, however, that the option may not be exercised after the
original expiration date of such option set forth in the related option
agreement and may be exercised only to the extent of the number of shares the
optionee was entitled to purchase under the option on the date of such
retirement, subject to any right of the Board of Directors to accelerate the
vesting of options at the time of retirement or otherwise and any right of
repurchase by the Corporation provided for in the option agreement. If an
optionee (other than a Non-Employee Director) retires (which term shall include
termination of employment due to disability) at or after age 55 with ten or more
years of service with the Corporation or a subsidiary of the Corporation, he may
(if so determined by the Committee in its sole and absolute discretion, and only
if such optionee is not subject to the provisions of Section 16 of the
Securities Exchange Act of 1934, as amended) exercise his option at any time
prior to the expiration date of such option set forth in the related option
agreement; provided, however, that the option may be exercised only to the
extent of the number of shares the optionee was entitled to purchase under the
option on the date of such retirement, subject to any right of the Board of
Directors to accelerate the vesting of options at the time of retirement or
otherwise and any right of repurchase by the Corporation provided for in the
option agreement. Any determination made pursuant to this paragraph by the Chief
Executive
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Officer or the Committee, as the case may be, regarding the extension
of the exercise period of an option shall be made on a case-by-case basis, at or
about the time of retirement, taking into account the optionee's service on
behalf of the Corporation, the value of the Corporation's Common Stock and the
option price.
In the event that the Corporation ceases to own at least 50% or more of the
outstanding capital stock of ShopKo Stores, Inc. ("ShopKo"), an optionee who is
employed by ShopKo and who is not subject to Section 16 of the Exchange Act with
respect to the Corporation may, if so determined by the Chief Executive Officer
of the Corporation in his sole and absolute discretion, exercise his option
within two years following the date on which the Corporation ceases to own at
least 50% or more of the outstanding capital stock of ShopKo (the "Termination
Date"); provided, however, that the option may not be exercised after the
original expiration date of such option set forth in the related option
agreement and may be exercised only to the extent of the number of shares the
optionee was entitled to purchase under the option on the Termination Date,
subject to any right of the Board of Directors to accelerate the vesting of
options prior to the Termination Date or otherwise and any right of repurchase
by the Corporation provided for in the option agreement; provided, further, that
the optionee is employed by ShopKo at the time of exercise of the option. The
determination by the Chief Executive Officer of the Corporation regarding the
extension of the exercise period of an option pursuant to the terms of this
paragraph shall be made on a case-by-case basis, at or about the Termination
Date, taking into account the optionee's service on behalf of the Corporation
and ShopKo, the value of the Corporation's Common Stock and the option price.
If a person to whom an option has been granted under the Plan shall die
prior to the exercise or expiration of all options granted, such options may be
exercised by a legatee or legatees of the option holder under his last will or
by his personal representatives or distributees within one year following the
date of his death to the full extent of the number of shares covered by the
option not previously purchased, whether or not such shares have become
purchasable by such optionee at the date of such death; provided, however, that
the option may not be exercised after the expiration of the applicable period
referred to in Section 5 hereof (or Section 7 hereof with respect to any option
granted to a Non-Employee Director); and provided further, that if an optionee
(other than a Non-Employee Director) dies at or after age 55 with ten or more
years of service with the Corporation or a subsidiary of the Corporation and
while employed by the Corporation or a subsidiary, such legatee, legatees,
representatives or distributees may (if so determined by the Committee in its
sole and absolute discretion, and only if such optionee is not subject to the
provisions of Section 16 of the Securities Exchange Act of 1934, as amended)
exercise such option at any time prior to the expiration date of such option set
forth in the related option agreement to the full extent of the number of
shares covered by the option not previously purchased, whether or not such
shares have
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become purchasable by such optionee at the date of such death. Any
determination made pursuant to this paragraph by the Committee regarding the
extension of the exercise period of an option shall be made on a case-by-case
basis, at or about the time of death, taking into account the optionee's service
on behalf of the Corporation, the value of the Corporation's Common Stock and
the option price.
11. INCENTIVE STOCK OPTIONS. Except with respect to options granted
to Non-Employee Directors pursuant to Section 7 hereof, the Board of Directors
is hereby authorized to determine, upon the granting of each option, whether
such option shall be an Incentive Stock Option under Section 422A of the Code or
shall be an option which is not an Incentive Stock Option under Section 422A.
For Incentive Stock Options granted before January 1, 1987, the aggregate fair
market value of the stock (determined as of the time the Incentive Stock Option
is granted) covered under all Incentives Stock Options granted (under this Plan
and all other incentive stock option plans of the Corporation or any
subsidiary), in any calendar year, shall not exceed $100,000 plus any unused
limit carry-over (as provided under Section 422A(c)(4) of the Code). For
Incentive Stock Options granted after December 31, 1986, the aggregate fair
market value (determined at the time the Incentive Stock Option is granted) of
the stock with respect to which all Incentive Stock Options are exercisable for
the first time by an employee during any calendar year (under all plans
described in subsection (b)(7) of Section 422A of the Code of his employer
corporation and its parent and subsidiary corporations) shall not exceed
$100,000.
12. ADJUSTMENTS UPON CHANGES IN CAPITALIZATION. Notwith-
standing any other provision of the Plan, the Board of Directors may adjust the
number and class of shares subject to each outstanding option and the option
prices in the event of changes in the outstanding Common Stock of the
Corporation by reason of stock dividends, split-ups, recapitalizations, mergers,
consolidations, combinations or exchanges of shares and the like. In the event
of any such change in the outstanding Common Stock of the Corporation, the
aggregate number and class of shares available under the Plan shall be
appropriately adjusted by the Board of Directors, whose determination shall be
conclusive.
13. TERMINATION AND AMENDMENT. The Plan may be terminated, modified
or amended by the stockholders of the Corporation.
Subject to Section 7 hereof, the Board of Directors of the Corporation may
also terminate the Plan or make such modifications or amendments thereof as it
shall deem advisable, or to conform to any change in any law or regulation
applicable thereto; provided, however, that the Board of Directors may not,
without further approval by the holders of a majority of the outstanding stock
of the Corporation having general voting power, make any modification or
amendment which operates:
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(a) to make any material change in the class of employees
eligible to receive Incentive Stock Options as defined in Section 3 above; and
(b) to increase the total number of shares for which options
may be granted under the Plan, except as resulting from the operation of
Section 12 above.
No termination, modification or amendment of the Plan may, without the
consent of the employee to whom any option shall theretofore have been granted,
adversely affect the rights of such employee under such option.
14. EFFECTIVE DATE OF PLAN. The Plan shall become effective
February 23, 1983, subject to approval by the shareholders of the Corporation
within 12 months thereafter.
15. TAX WITHHOLDING. Subject to such rules as the Board of
Directors or the Committee may adopt not inconsistent with the provisions of
the Plan:
(a) At any time when an optionee is required to pay the
Corporation an amount required to be withheld under applicable income tax laws
in connection with the exercise of an option which does not qualify as an
Incentive Stock Option under Section 422A of the Code, the optionee may elect to
have the Corporation retain from the distribution shares of Common Stock to
satisfy this obligation in whole or in part (an "Election"). The shares to be
withheld shall be valued at 100% of the fair market value of the shares on the
date that the amount of tax required to be paid shall be determined (the "Tax
Date"). Fair market value of the shares shall equal the mean of the opening and
closing trade prices of the shares as reported on the New York Stock Exchange on
the Tax Date, or, if no trading in the shares occurs on the Tax Date, on the
immediately preceding trading date.
(b) Each election must be made prior to the Tax Date. The Board
or the Committee may disapprove of any Election, may suspend or terminate the
right to make Elections, may limit the amount of any Election, may provide at
the time of grant with respect to any option that the right to make Elections
shall not apply to such option and may make rules concerning the required
information to be included in any Election. An Election is irrevocable.
(c) The Election may be made in an amount equal to the amount of
tax required by law to be withheld with respect to the option exercise. Any
fractional share withholding amount must be paid in cash.
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(d) If an optionee makes an Election and the optionee's Tax Date
is deferred for six months from the date of exercise of the option, the optionee
will initially receive the full amount of the shares, but will be
unconditionally obligated to surrender to the Corporation on the Tax Date the
proper number of shares to satisfy the withholding obligation, plus cash for any
remainder of the withholding obligation including any fractional shares
withholding amount.
(e) Optionees who are "officers" or "directors" of the
Corporation, as those terms are used in Section 16(b) of the Exchange Act, may
only make an Election in compliance with the rules established by the Board or
the Committee to comply with Section 16(b).
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Amended 2-8-95