EXHIBIT 10.11
SUPERVALU INC.
DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
EFFECTIVE 6/27/96, AS AMENDED
1. A director who is not an employee of the Company or of a subsidiary of
the Company may elect to defer receipt of the payment of his cash fees
and other cash compensation as a director until such time as he has
ceased to be a director, as hereinafter provided.
2. Any election hereunder to defer fees shall apply to all or any part of
the cash fees and other cash compensation earned by the director as a
director of the Company (quarterly retainer fees as well as fees for
attending Board meetings and committee meetings, but not stock option
grants or amounts paid pursuant to the Non-Employee Directors Deferred
Stock Plan) until termination of such election.
3. Such election shall be made by the director filing a written statement
with the Secretary of the Company electing to defer director's fees
pursuant to this plan and shall be effective with respect to any fees
and other compensation thereafter payable to the electing director for
which no services have yet been rendered by said electing director.
4. A director's election to defer director's fees hereunder shall continue
thereafter unless and until the director terminates the deferral by
giving notice to the Secretary in writing. In the event of such
termination of a deferral, the amount previously deferred shall not be
paid until such director ceases to be a director.
5. All fees so deferred will be credited to a special bookkeeping account
for the director at such times as the fees would have been payable had
the director not elected to defer payment thereof.
6. The Company will not set aside any money in trust or otherwise fund the
payment of any amounts credited to the director's deferred fee account,
but shall make payment to the director when due out of general corporate
funds. The director shall have the status solely of an unsecured general
creditor of the Company with respect to the amounts credited to the
director's deferred fee account.
7. Interest shall be accrued on all deferred fees from and after the date
when credited to the director's deferred fee account until paid as
hereinafter provided. For all amounts credited to a director's deferred
fee account prior to July 1, 1996, interest shall be accrued at the rate
of 11% per annum; for all amounts credited to a director's deferred fee
account on or after July 1, 1996, interest shall be accrued at the prime
interest rate as published in the Wall Street Journal on the first
business day of January each year for the ensuing year. Such interest
shall be credited to the director's deferred fee account as of the last
day of each month and shall be compounded annually.
8. The balance in the director's deferred fee account (including interest
thereon) accrued prior to July 1, 1996, shall be paid in ten equal
annual installments, each installment being paid on or before January 10
of each year beginning with the calendar year immediately following the
year in which the director ceases to be a director. The balance in the
director's deferred fee account (including interest thereon) accrued on
and after July 1, 1996, shall be paid in a lump sum or in equal annual
installments, as the director shall elect at the time the director makes
the deferral election under paragraph 1 hereof. Notwithstanding the
foregoing, the Company, acting by resolution of the Board exclusive of
any director covered by this plan, in its sole discretion may determine
to make payment of the balance in the director's deferred fee account
(including accrued interest thereon) in one payment or in installments.
Furthermore, the director may change the deferred payment election for
cash fees and other cash compensation that has previously been deferred
into the director's deferred fee account by delivering a subsequent
deferral payment election in writing to the Secretary that will take
effect at the beginning of the second complete calendar year after the
date of the revised deferral payment election. Interest at the rates
provided in Section 7 shall be earned on unpaid installments.
The foregoing not to the contrary, after a director ceases to be a
director, such person, or in the event of such person's death, his or
her surviving spouse or beneficiary, may, at any time, request an
immediate lump sum payment of all or part of the present value of his or
her deferred fee account that is not yet due and payable, subject to
forfeiture of ten percent (10%) of such amount.
9. Upon the death of a director or a former director, any amounts of
deferred director's fees and interest accrued shall be paid in full on
or before January 10 of the calendar year following the year in which
the director dies, to the legal representative of the director's estate
or to such person(s) as the director shall have instructed the Company
by written instrument filed with the Secretary of the Company and signed
by the director.
10. Upon a Change of Control of the Company (as hereinafter defined) the
entire balance of the director's deferred fee account shall be paid in
full to the director.
CHANGE OF CONTROL:
For purposes hereof, Change of Control shall have the following meaning:
(a) the acquisition by any individual, 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")) (a "Person") of
beneficial ownership (within the meaning of Rule 13d-3 promulgated under
the Exchange Act) of 20% or more of either (i) the then outstanding
shares of common stock of the Company (the "Outstanding Company Common
Stock") or (ii) the combined voting power of the then outstanding voting
securities of the Company entitled to vote generally in the election of
directors (the "Outstanding Company Voting Securities"); provided,
however, that for purposes of this subsection (a), the following
acquisitions shall not constitute a Change of Control; (i) any
acquisition
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directly from the Company (ii) any acquisition by the Company, (iii) any
acquisition by any employee benefit plan (or related trust) sponsored or
maintained by the Company or any corporation controlled by the Company
or (iv) any acquisition by any corporation pursuant to a transaction
which complies with clauses (i), (ii) and (iii) of subsection (c)
hereof, or
(b) individuals who, as of the date hereof, constitute the
Board (the "Incumbent Board") cease for any reason to constitute at
least a majority of the Board; provided, however, than any individual
becoming a director subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, was approved by a
vote of at least a majority of the directors then constituting the
Incumbent Board shall be considered as though such individual were a
member of the Incumbent Board, but excluding, for this purpose, any such
individual whose initial assumption of office occurs as a result of an
actual or threatened election contest with respect to the election or
removal of directors or other actual or threatened solicitation of
proxies or consents by or on behalf of a Person other than the Board; or
(c) approval by the shareholders of the Company of a
reorganization, merger or consolidation or sale or other disposition of
all or substantially all of the assets of the Company (a "Business
Combination"), in each case, unless, following such Business
Combination, (i) all or substantially all of the individuals and
entities who were the beneficial owners, respectively, of the
Outstanding Company Common Stock and Outstanding Company Voting
Securities immediately prior to such Business Combination beneficially
own, directly or indirectly, more than 60% of, respectively, 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, as the case may be, of the corporation resulting
from such Business Combination (including, without limitation, a
corporation which as a result of such transaction owns the Company or
all or substantially all of the Company's assets either directly or
through one or more subsidiaries) in substantially the same proportions
as their ownership, immediately prior to such Business Combination of
the Outstanding Company Common Stock and Outstanding Company Voting
Securities, as the case may be, (ii) no Person (excluding any employee
benefit plan (or related trust) of the Company or such corporation
resulting from such Business Combination) beneficially owns, directly or
indirectly, 20% or more of, respectively, the then outstanding shares of
common stock of the corporation resulting from such Business Combination
or the combined voting power of the then outstanding voting securities
of such corporation except to the extent that such ownership existed
prior to the Business Combination and (iii) at least a majority of the
members of the Board of Directors of the corporation resulting from such
Business Combination were members of the Incumbent Board at the time of
the execution of the initial agreement, or of the action of the Board,
providing for such Business combination; or
(d) approval by the stockholders of the Company of a
complete liquidation or dissolution of the Company.
Last Revised: 11-25-02
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