EXHIBIT 10.14
SUPERVALU INC.
EXECUTIVE DEFERRED COMPENSATION PLAN, as amended
TABLE OF CONTENTS
Section Page
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1. Establishment and Purpose ....................................... 1
1.1 Establishment ........................................... 1
1.2 Purpose ................................................. 1
2. Definitions ..................................................... 1
2.1 Definitions ............................................. 1
2.2 Gender and Number .......................................13
3. Eligibility for Participation ...................................13
4. Election to Defer ...............................................14
4.1 Deferrals ...............................................14
4.2 Procedure ...............................................14
4.3 Types of Deferral for Initial Participants ..............15
4.4 Types of Deferral for Other Participants ................16
4.5 Fixed and Pre-Retirement Deferrals ......................17
4.5.1 Fixed Deferrals ...............................17
4.5.2 Pre-Retirement Deferrals ......................19
4.6 Maximum and Minimum Deferrals ...........................20
4.7 Rollover Amounts ........................................20
4.8 Election to Defer Irrevocable ...........................22
4.9 Certain Retirement Benefit Plan Equivalents .............23
4.10 SUPERVALU INC. Defined Contribution Plan and
Pre-Tax Savings and Profit Sharing Plan Benefit
Equivalents ...........................................24
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5. Deferral Accounts ...............................................21
5.1 Establishment and Crediting of Account ..................25
5.2 Compensation, Rollover Amount and Retirement
Benefit Plan Deferrals ..................................26
5.3 Interest ................................................27
5.4 Contractual Obligation ..................................27
5.5 Charges Against and Balances of Accounts ................28
5.6 Statement of Accounts ...................................28
6. Payment of Benefits .............................................29
6.1 Retirement Benefits .....................................29
6.1.1 Incomplete Benefit Units ......................29
6.1.2 Rollover Benefit Units ........................29
6.1.3 Qualified Benefit Units .......................29
6.2 Benefits Upon Disability ................................30
6.2.1 Disability Benefits ...........................30
6.2.2 Coordination with Retirement Benefits .........31
6.2.3 Survivorship Benefits .........................33
6.3 Benefits for Employees Upon Other Termination of
Employment ............................................34
6.3.1 Amount of Benefit .............................34
6.3.2 Form of Payment ...............................35
6.4 Benefits Upon Termination of Employment Following
a Change of Control ...................................35
6.4.1 Payment of Benefits ...........................35
6.4.2 Election upon Reduction in Plan Interest
Rate ........................................36
6.4.3 Termination of Plan ...........................36
6.4.4 Parachute Payments ............................37
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6.5 Survivorship Benefits ...................................37
6.5.1 Death Prior to Early Retirement Date ..........37
6.5.2 Death After Early Retirement Date .............38
6.5.3 Death After Commencement of Benefits ..........39
6.5.4 Survivor Spouse Benefit .......................40
6.6 Form of Payment of Benefits .............................41
6.6.1 Normal Form ...................................41
6.6.2 Alternative Forms .............................42
6.6.3 Deferred Payment ..............................42
6.6.4 Form of Request ...............................42
6.7 Recipients of Payments; Designation of
Beneficiary ...........................................42
6.8 Financial Emergency .....................................44
6.9 Payment of Incomplete Benefit Units and
Retirement Benefit Plan Account .......................46
6.10 Pre-Retirement Benefits .................................47
7. Forfeiture ......................................................47
8. Non-Transferability .............................................50
9. Administration ..................................................50
9.1 Administration ..........................................50
9.2 Finality of Determination ...............................51
9.3 Claims Procedure ........................................51
9.3.1 Original Claim ................................51
9.3.2 Claim Review Procedure ........................52
9.3.3 General Rules .................................52
9.4 Expenses ................................................53
9.5 Tax Withholding .........................................53
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10. Amendment and Termination ...............................54
11. Applicable Law ..........................................55
12. No Vested Rights ........................................55
13. Binding Agreement .......................................55
Appendix A Amendments to NonQualified Deferred Compensation Plans
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SUPERVALU INC.
EXECUTIVE DEFERRED COMPENSATION PLAN
Section 1. Establishment and Purpose
1.1 Establishment.
SUPERVALU INC., a Delaware corporation (hereinafter called the
"Company"), hereby establishes effective as of October 1, 1985, this deferred
compensation plan for certain of its executive employees which shall be known as
the SUPERVALU INC. EXECUTIVE DEFERRED COMPENSATION PLAN (hereinafter called the
"Plan").
1.2 Purpose.
The purpose of the Plan is (i) to provide a means whereby amounts
payable by the Company to executive employees may be deferred to a future
period, (ii) to motivate such executive employees to continue to make
contributions to the growth and profits of the Company and (iii) to provide such
executive employees certain benefits as hereinafter described upon retirement,
death, disability or other termination of employment.
Section 2. Definitions
2.1 Definitions.
Whenever used hereinafter, the following terms shall have the meaning
set forth below:
(a) "Age" means the age of the person as of his last birth date.
(b) "Beneficiary" means the person designated by a Participant
pursuant to Section 6.7 hereof.
(c) "Benefit Unit" means the agreed upon amount to be deferred by a
Participant under the Plan over a specified Deferral Period
pursuant to a specific Deferred Compensation Election. A separate
Benefit Unit shall also exist with respect to each deferral
election with respect to Rollover Amounts.
(d) "Board" means the Board of Directors of the Company.
(e) "Bonus" means payments made from time to time by the Company to
certain Employees pursuant to the SUPERVALU INC. Executive
Incentive Bonus Plan.
(f) "Change of Control" means:
(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 (the "Exchange Act"),
other than the Company or any of its wholly-owned
subsidiaries, or any employee benefit plan of the Company
and/or any 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 shares of common stock or the combined voting
power of the Company'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
defined below); or
(ii) Individuals who, as of the date hereof, constitute the
Board (as of the date hereof the "Continuing Directors")
cease for any reason to constitute at least a majority of
the Board, provided that any person becoming a director
subsequent to the date hereof whose election, or
nomination for election by the Company's shareholders, 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
Company, as such terms are used in Rule 14a-11 of
Regulation 14A promulgated under the Exchange Act) shall
be, for purposes of this Agreement, considered as though
such person were a Continuing Director; or
Approval by the stockholders of the Company of a
reorganization, merger, consolidation, liquidation or
dissolution of the Company or of the sale (in one
transaction or a series of related transactions) of all or
substantially all of the assets of the Company other than
a reorganization, merger, consolidation, liquidation,
dissolution or sale approved in advance by three quarters
of the Continuing Directors; or
(iii) Any other event that a majority of the Continuing
Directors in its sole discretion shall determine
constitutes a Change of Control.
(g) "Chief Executive Officer" means the chief executive officer of
the Company or the person who regularly performs the duties
normally associated with such office on behalf of the Company.
(h) "Company" means SUPERVALU INC., a Delaware corporation, and any
Subsidiary thereof.
(i) "Compensation" means (i) for an Employee, the salary, Bonus and
other amounts payable by the Company which would have been
reported on
Treasury Form W-2 (or any comparable successor form) if reported
on a Plan Year basis and if the Employee had not entered into a
Deferred Compensation Election, but excluding expense
reimbursement, moving expense payments, third-party sick pay,
imputed--income (from excess-life insurance premiums, automobile
use premiums or any other source), non-qualified stock options,
disqualifying dispositions of stock acquired pursuant to the
exercise of incentive stock options, stock appreciation rights,
amounts attributable to long-term incentive plans (other than the
Bonus), severance settlements and similar items of remuneration,
and (ii) for a Director, the annual retainer and meeting fees
paid by the Company as a result of service as a Director.
(j) "Deferral Account" means the account maintained on the books of
the Company with respect to each Benefit Unit for each
Participant pursuant to Section 5 hereof.
(k) "Deferral Period" means the period of years during which
Compensation or Rollover Amounts are being deferred (or
transferred) for a particular Benefit Unit pursuant to a
Participant's Deferred
Compensation Election as described in Section 4 hereof.
(1) "Deferred Compensation Election" means a written agreement
between a Participant and the Company whereby the Participant
agrees to defer a portion of his Compensation or Rollover Amounts
and the Company agrees to make benefit payments all in accordance
with the terms and conditions of the Plan. With respect to a
Participant who is a Director, a Deferred Compensation Election
hereunder shall supersede and take precedence over any election
to defer compensation filed by such Director pursuant to the
Director's Plan.
(m) "Defined Contribution Plan" means the Company's Internal Revenue
Service approved profit sharing plans, whether now or hereafter
in existence.
(n) "Determination Date" means the last day in each September which
coincides with the end of each of the Plan Years and shall be the
date on which the amount of a Participant's Deferral Account is
determined as provided in Section 5 hereof.
(o) "Director" means an individual who is a member of the Board and
who is not an Employee of the Company.
(p) "Director's Plan" means the SUPERVALU INC. Deferred Compensation
Plan for Non-Employee Directors. Each Participant who is a
Director shall have an account established and credited under the
Director's Plan to the extent necessary to carry out-the terms
and conditions of the Plan.
(q) "Director's Plan Interest Rate" means the interest rate provided
for in paragraph 8 of the Director's Plan.
(r) "Disability" means a Participant's disability as defined in the
Social Security eligibility provisions, 42 U.S.C. Section 421,
and regulations promulgated thereunder.
(s) "Disability Benefit" means the disability benefit described in
Section 6.2 hereof.
(t) "Early Retirement Date" means (i) for an Employee, the first day
of the month following the month in which the Employee reaches
age 55, has completed ten (10) or more years of service with the
Company and has completed a Qualified Benefit Unit, and (ii) for
a Director, the first day of the month following the month in
which the Director reaches age 55. Years of service with the
Company shall include the period during which the Participant is
disabled. All or any part of
the requirements established by this definition may be waived or
modified for Employees in the sole and absolute discretion of the
Retirement Committee and for Directors in the sole and absolute
discretion of the Board.
(u) "Effective Date" means October 1, 1985.
(v) "Employee" means an employee of the Company or any Subsidiary,
branch or subdivision thereof, who (i) is employed in a
recognized executive administrative or professional capacity and
(ii) has significant management responsibilities or is highly
compensated, and (iii) is compensated therefor in a combination
of guaranteed base compensation plus periodic additions of
variable amounts derived from sources including, but not limited
to, a Bonus, other incentive bonus awards and commissions.
(w) "Fiscal Year" means the approximate twelve-month period
coinciding with the Company's fiscal year and ending on the last
Saturday in each February.
(x) "Incomplete Benefit Unit" means a Benefit Unit for which a
Deferred Compensation Election has been made and with respect to
which the Participant has not completed deferrals of the total
amount of the Stated Deferral.
(y) "Initial Participant" means an Employee, eligible to participate
in the Plan, or a Director, either of whom have elected to
participate in the Plan by filing a Deferred Compensation
Election which is to be effective as of the Effective Date.
(z) "Normal Retirement Date" means (i) for an Employee, the first day
of the month following the month in which the Employee reaches
age 62, has completed ten (10) or more years of service with the
Company and has completed a Qualified Benefit Unit, or, if
earlier, the first day of the month following the month in which
the Employee reaches age 65 and has completed a Qualified Benefit
Unit and (ii) for a Director, the first day of the month
following the month in which the Director reaches age 55. Years
of service with the Company shall include the period during which
the Participant is disabled. All or any part of the requirements
established by this definition may be waived or modified for
Employees in the sole and absolute discretion of the Retirement
Committee and for Directors in the sole and absolute discretion
of the Board.
(aa) "Old Plan" means the Super Valu Stores, Inc. Deferred
Compensation Plan. Each Participant who
is an Employee shall have an account established and credited
under the Old Plan to the extent necessary to carry out the terms
and conditions of the Plan.
(bb) "Old Plan Interest Rate" means the interest rate provided for in
Section 5.2 of the Old Plan.
(cc) "Participant" means all Directors and those Employees as may be
selected from time to time in the sole and absolute discretion of
the Chief Executive Officer, either of whom have elected to
participate in the Plan by filing a Deferred Compensation
Election hereunder.
(dd) "Plan Interest Rate" means, with respect to any Plan Year, four
(4) percentage points over the average rate for the twelve (12)
months preceding the beginning of each Plan Year of Moody's
Corporate Bond Yield Average--Monthly Average Corporates as
published by Moody's Investor's Service or any successor thereto,
all as determined by the Compensation Committee in its sole and
absolute discretion, or if such yield is no longer published, a
substantially similar average selected by the Compensation and
Stock Option Committee of the Board in its sole and absolute
discretion.
(ee) "Plan Year" means the twelve-month period beginning on October 1
and ending on the last day in September in each calendar year.
(ff) "Qualified Benefit Unit" means a Benefit Unit with respect to
which at least fifty percent (50%) of the-aggregate amount of the
Stated Deferral has been deferred.
(gg) "Retirement" means (i) for an Employee, Termination of Employment
after reaching the Early Retirement Date or Normal Retirement
Date, and (ii) for a Director, Termination of Employment at any
time.
(hh) "Retirement Benefit" means the retirement benefit described in
Section 6.1 hereof.
(ii) "Retirement Benefit Plan Account" means a separate account, in
the nature of a Deferral Account, established and maintained for
each Participant entitled to benefits pursuant to Section 4.9 or
Section 4.10 hereof.
(jj) "Retirement Benefit Plan Amount" means the amount of the benefit
determined under Section 4.9 and Section 4.10 hereof.
(kk) "Retirement Committee" means the SUPERVALU INC. Retirement
Committee constituted by the Chief Executive Officer for the
purpose of
performing certain administrative functions with respect to the
employee pension benefit plans of the Company, including the
Plan.
(11) "Rollover Amount" means (i) for an Employee, the amount to be
transferred from the Employee's account established pursuant to
Section 5.1 of the Old Plan and to be deferred under the Plan as
set forth in the Employee's Deferred Compensation Election and
(ii) for Directors, the amount to be transferred from the
Director's account under the Director's Plan and to be deferred
under the Plan as set forth in the Director's Deferred
Compensation Election.
(mm) "Savings Plan" means the Company's SUPERVALU Pre-Tax Savings and
Profit Sharing Plan Trust Agreement.
(nn) "Stated Deferral" means the amount with respect to each Benefit
Unit which the Participant agrees to defer in accordance with
Section 4 hereof from either his Compensation or from a Rollover
Amount.
(oo) "Subsidiary" means any corporation, the majority of the voting
stock of which is directly or indirectly owned by the Company.
(pp) "Termination of Employment" means (i) for an Employee, ceasing to
be employed by the Company
for any reason whatsoever, including, without limitations,
terminations of employment which are voluntary or involuntary,
and (ii) for a Director, ceasing to serve as a member of the
Board.
2.2 Gender and Number.
Except when otherwise indicated by the context, any masculine
terminology, when used in the Plan, shall also include the feminine gender and
the definition or use of any term herein in the singular shall also include the
plural.
Section 3. Eligibility for Participation
Employees of the Company shall be eligible to participate in the Plan
with respect to a Deferral Period if, and only if, so selected or otherwise
designated by the Chief Executive Officer. Employees eligible to become
Participants after the first Plan Year shall be entitled to defer Compensation
hereunder as of the first day of the Fiscal Year following their selection. All
Directors shall be eligible to become Participants as of the first day of any
Plan Year. A Participant shall cease to be a Participant upon Termination of
Employment. A person who for any reason ceases to be a Participant during a
Deferral Period or otherwise shall have no further right to defer Compensation
hereunder. The Retirement Committee, in its sole and absolute discretion, shall
make such rules concerning leaves of absences, re-employment and other
matters concerning eligibility for Participation hereunder as it deems to be in
the best interests of the Company.
Section 4. Election to Defer
4.1 Deferrals.
Any Employee eligible to become a Participant, and any Director, may
elect not earlier than July 15 and not later than August 31 of a Plan Year to
defer Compensation, otherwise payable in subsequent Fiscal Years, in exchange
for a Benefit Unit. An Initial Participant shall, prior to a date to be
announced by the Retirement Committee, elect to defer Compensation, otherwise
payable after October 1, 1985, in exchange for a Benefit Unit. Any Employee or
Director eligible to become a Participant when first hired by the Company or
when first becoming a member of the Board after the beginning of a Plan Year, as
appropriate, may elect to defer Compensation, otherwise payable in subsequent
Plan Years, in exchange for a Benefit Unit only in accordance with this Section
4.1.
4.2 Procedure.
A Participant shall make the election provided for in Section 4.1
hereof by executing a Deferred Compensation Election in the form provided by the
Company, subject to such terms and conditions as the Retirement Committee may
impose, including, but not limited to, medical examinations, health screening,
medical records reviews, etc. The Deferred Compensation Election shall set forth
the Participant's Stated
Deferral. A Participant shall only be entitled to defer Compensation in the
amounts and for the periods determined, from time to time, in the sole and
absolute discretion of the Retirement Committee. A separate Deferred
Compensation Election must be executed by a Participant with respect to each
Benefit Unit, and the total amount of the Stated Deferral for a Benefit Unit
must be completed before another Deferred Compensation Election may be made;
provided, however, that an election with respect to Rollover Amounts pursuant to
Section 4.7 hereof, may be made before the total amount of the Stated Deferral
for a Benefit Unit, with respect to an existing Deferred Compensation Election,
has been completed. A Deferred Compensation Election shall be effective if, and
only if, it is accepted by the Retirement Committee on behalf of the Company and
all the terms and conditions set forth in the Deferred Compensation Election are
satisfied in full by the Participant. If accepted by the Retirement Committee,
the Compensation to be deferred, as specified in the Deferred Compensation
Election, shall be deferred and the Participant's Compensation shall be
correspondingly reduced.
4.3 Types of Deferral for Initial Participants.
For Deferred Compensation Elections filed in 1985, an Initial
Participant who is an Employee shall be entitled, subject to the other terms and
conditions of the Plan, to defer the Participant's Compensation (not including
the Participant's
Bonus) otherwise payable after October 1, 1985, and the Participant's Bonus
otherwise payable in the calendar years which begin after the filing of such
Deferred Compensation Election. For Deferred Compensation Elections filed in
1985, an Initial Participant who is a Director shall be entitled, subject to the
other terms and conditions of the Plan, to defer the Director's October 1985
quarterly retainer fee payment, to the extent it is attributable to services
performed after the Effective Date, any part of subsequent quarterly retainer
fee payments and fees for attending meetings of the Board (and committee
meetings), to the extent attributable to meetings taking place after the
Effective Date. All subsequent deferrals by Initial Participants shall be
subject to the terms and conditions of Section 4.4 hereof.
4.4 Types of Deferral for Other Participants.
A Participant, other than an Initial Participant filing a Deferred
Compensation Election in 1985, who is an Employee shall be entitled to defer,
subject to the other terms and conditions of the Plan, the Participant's
Compensation (not including the Participant's Bonus) payable during the Fiscal
Years which begin after the filing of a Deferred Compensation Election and the
Participant's Bonus which would otherwise be payable in the calendar years which
begin after the filing of such Deferred Compensation Election. A Participant,
other than an Initial Participant filing a Deferred Compensation Election
in 1985, who is a Director shall be entitled to defer, subject to the other
terms and conditions of the Plan, the Director's Compensation which would
otherwise be payable after the filing of the Deferred Compensation Election, to
the extent such payments are for services performed as a Director during the
calendar year which begins after the filing of such Deferred Compensation
Election.
4.5 Fixed and Pre-Retirement Deferrals.
4.5.1 Fixed Deferrals. Unless the requirements of this Section 4.5.1
are waived or otherwise modified by the Retirement Committee, a Participant
shall only be entitled to defer Compensation as follows:
(i) Employees. For Employees, the Deferred Compensation Election must
provide for the deferral of a fixed amount of the Employee's
Compensation, whether from the Employee's Bonus or otherwise. In
the event an Employee's Bonus or other Compensation changes in
any Plan Year, such change shall not reduce the amount to be
deferred-pursuant to his Deferred Compensation Election. In the
event an Employee's Bonus in any Plan Year is in excess of the
bonus norm amount assigned to his position under the Bonus Plan
for the preceding Fiscal Year, if the Employee's Deferred
Compensation Election so provides, any such excess Bonus shall be
deferred
and taken into account to prepay an already existing Incomplete
Benefit Unit. Any such prepayment with respect to an already
existing Incomplete Benefit Unit shall reduce the amount to be
deterred from the Employee's Compensation otherwise -subject to
the Deterred Compensation Election in subsequent Plan Years, in
such manner as may be determined by the Retirement Committee in
its sole and absolute discretion. Notwithstanding the foregoing,
in the event an Employee's Bonus or other Compensation is
decreased in any Plan Year, the Retirement Committee may take
such action with respect to waiving, modifying or otherwise
amending an Employee's Deferred Compensation Election as it deems
to be, in its sole and absolute discretion, in the best interests
of the Company, including, without limitation, crediting the
Employee's Deferral Account with all or any part of the balance
of the Stated Deferral and charging interest to the Employee's
Deferral Account on such credit, for the period of time such
credit has not been recovered by the Company, at a rate equal to
the Company's cost of borrowing funds on a short-term, unsecured
basis.
(ii) Directors. For Directors, the Deferred Compensation Election must
provide for the deferral of a fixed amount of all or any portion
of the annual retainer paid to the Director by the Company. In
the event of any change in a Director's annual retainer, such
change shall be taken into account in the same manner as provided
in Section 4.5(i) hereof with respect to an Employee's
Compensation. If a Director's Deferred Compensation Election so
provides, any deferral with respect to meeting fees paid by the
Company to the Director shall be effective only to prepay an
already existing Incomplete Benefit Unit. Any such prepayment
with respect to an already existing Incomplete Benefit Unit shall
reduce the amount to be deferred pursuant to the Deferred
Compensation Election, in such manner as may be determined by the
Retirement Committee, in its sole and absolute discretion.
4.5.2 Pre-Retirement Deferrals. In the event that a Participant's
Deferred Compensation Election so provides, and in accordance with such other
terms and conditions as the Retirement Committee, in its sole and absolute
discretion, may from time to time impose, a Participant shall be entitled to
elect to receive prior to Retirement a maximum of seventy-five
percent (75%) of his Deferral Account attributable to a Benefit Unit with
respect to which the Participant has completed deferrals of the total amount of
the Stated Deferral.
4.6 Maximum and Minimum Deferrals.
Subject to Section 4.5 hereof, the following maximum and minimum
deferrals of Compensation shall apply to the fixed amount to be deferred by any
Participant, provided, however, that the Retirement Committee may from time to
time, in its sole and absolute discretion, adjust the maximum and minimum
deferrals permitted hereunder:
(i) Minimum Deferral--$2,500 per year, for at least four (4) Plan
Years from Compensation (not including Bonus or meeting fees);
(ii) Maximum Deferral--for Employees, twenty percent (20%) of
Compensation (not including the Participant's Bonus) in the Plan Year in which
deferrals pursuant to the Participant's Deferred Compensation Election are first
effective, plus one hundred percent (100%) of the bonus norm amount assigned to
his position under the Bonus Plan for the preceding Fiscal Year, and for
Directors, there is no limitation on the amount which may be deferred hereunder.
4.7 Rollover Amounts.
A Participant may elect, as part of a Deferred Compensation Election,
to transfer to and defer under the Plan, in a separate Benefit Unit, all or any
portion of his account
balance, if any, in the Old Plan or the Director's Plan, as the case may be. A
Participant may also elect, as part of a Deferred Compensation Election filed
prior to Termination of Employment, to transfer to and defer under the Plan, in
a separate Benefit Unit, all or any portion of his Retirement Benefit Plan
Account established pursuant to Sections 4.09 or 4.10 hereof. Any such transfer
shall occur in four (4) equal installments over four (4) Plan Years, on the
first business day of each calendar year, commencing with the first day of the
calendar year which starts immediately after the filing of such Deferred
Compensation Election. The procedure for making such an election with respect to
a Rollover Amount shall be as determined by the Retirement Committee in its sole
and absolute discretion. A Participant making an election to defer a Rollover
Amount from the Old Plan or the Director's Plan, as the case may be, waives all
rights under such plans with respect to amounts transferred to this Plan,
including the right to make elections regarding the time or manner of payment as
permitted thereunder; provided, however, that until Rollover Amounts are, in
fact, transferred to this Plan from the Old Plan or the Director's Plan as
provided herein, the Participant's account in the Old Plan or the Director's
Plan, as the case may be, shall continue to be credited with a growth addition
based on the Old Plan Interest Rate or the Director's Plan Interest Rate, as the
case may be, on the then outstanding
balance of the Participant's account, all in accordance with the terms and
conditions of the Old Plan or the Director's Plan. The order in which Rollover
Amounts are transferred to this Plan from the Old Plan, the Director's Plan or
the Retirement Benefit Plan Account shall be as reasonably determined by the
Retirement Committee. Although subject to the minimum deferral amount set forth
in Section 4.6 hereof, Rollover Amounts shall not be subject to any maximum
deferral limitation.
4.8 Election to Defer Irrevocable.
Except as provided herein by action of the Retirement Committee, a
Participant's election to defer any amounts of any nature whatsoever pursuant to
the Plan shall be irrevocable when made and accepted by the Retirement Committee
and shall not be subject to amendment or modification in any manner whatsoever
thereafter. Notwithstanding the foregoing, the Retirement Committee, in its sole
and absolute discretion, may allow a Participant, who either (i) expects to
retire or terminate employment in the near future but who has not yet retired or
terminated employment with the Company for any reason whatsoever, or (ii) has
received a promotion and corresponding Compensation increase of significant
magnitude, to increase and accelerate amounts to be deferred hereunder, without
regard to the maximum deferrals set forth in Section 4.6 hereof, but only for
the purpose of completing all or any portion of the Stated Deferral with respect
to an
already existing Incomplete Benefit Unit. Any such change concerning
Compensation to be deferred hereunder shall be subject to such terms and
conditions as the Retirement Committee may impose, in its sole and absolute
discretion.
4.9 Certain Retirement Benefit Plan Equivalents.
Pursuant to and conditions of the Super Valu Stores, Inc. 1976 Amended
Retirement Plan (or any successor thereto or amended version thereof), any
benefits paid hereunder are to be taken into account under said retirement plan
in the year in which such Compensation is, in fact, paid to the Participant and
not in the year in which such amounts are otherwise earned by the Participant.
Except as otherwise provided herein, in the event a Participant's retirement
benefits from any company-sponsored Internal Revenue Service approved retirement
plan (other than the Defined Contribution Plan or the Savings Plan described in
Section 4.10 hereof) are decreased in any way due to a deferral of Compensation
pursuant to the Plan, there shall be credited to the Participant's Retirement
Benefit Plan Account, on the day benefits commence under the Plan, a Retirement
Benefit Plan Amount which is an amount equal to the lump sum actuarial
equivalent of the increased income which would have been payable under the
retirement plan if the amounts credited to the Participant's Deferral Account
pursuant to the Plan had instead been paid as cash remuneration on the date such
amounts were credited thereto. The Retirement Benefit Plan Amount shall be
determined by the Retirement Committee, in its sole and
absolute discretion, upon the advice of the actuary for the retirement plans.
This advice shall be based on interest, mortality and other appropriate
assumptions used to value the retirement plans as of the last actuarial
valuation date immediately preceding such determination. Except as provided in
Section 4.7 hereof, the Retirement Benefit Plan Amount credited to a
Participant's Retirement Benefit Plan Account pursuant to this Section 4.9 shall
not be credited or taken into account with respect to any Benefit Unit. In the
event that a Participant's benefits under the SUPERVALU INC. Employee Stock
Ownership Plan Trust Agreement are decreased in any manner due to a deferral of
Compensation pursuant to the Plan, then notwithstanding any other provisions of
the Plan to the contrary, there shall not be any increase in a Participant's
account or benefits hereunder (including the Participant's Retirement Benefit
Plan Account) to take into account any benefits that would have been payable
under the terms and conditions of said Employee Stock Ownership Plan if the
amount deferred hereunder had instead been paid as cash remuneration.
4.10 SUPERVALU INC, Defined Contribution Plan and Pre-Tax Savings and Profit
Sharing Plan Benefit Equivalents.
Pursuant to the terms and conditions of the Defined Contribution Plan
and the Savings Plan, any benefits paid hereunder are to be taken into account
under such plans in the
year in which such Compensation is, in fact, paid to the Participant and not in
the year in which such amounts are otherwise earned by the Participant. There
shall be credited to a Participant's Retirement Benefit Plan Account, within
sixty (60) days of the first day of each Fiscal Year, an additional Retirement
Benefit Plan Amount equal to the additional contribution, if any, which would
have been made by the Company under such plans during the preceding Fiscal Year,
if the amounts credited to the Participant's Deferral Account pursuant to the
Plan had instead been credited to the Participant's account pursuant to such
plans, taking into account the limitations on the amount of the Company
contribution provided for in such plans. Such Retirement Benefit Plan Amount
shall be determined by the Retirement Committee, in its sole and absolute
discretion. Except as provided in Section 4.7 hereof, the Retirement Benefit
Plan Amount credited to a Participant's Retirement Benefit Plan Account pursuant
to this Section 4.10 shall not be credited or taken into account with respect to
any Benefit Unit.
Section 5. Deferral Accounts
5.1 Establishment and Crediting of Account.
The Company shall establish a separate Deferral Account on its books
with respect to each Benefit Unit for each Participant and shall credit to such
Deferral Account certain amounts in accordance with the provisions of the Plan.
The
Company shall also establish a Retirement Benefit Plan Account on its books with
respect to each Participant who is entitled to a Retirement Benefit Plan Amount
pursuant to Section 4.9 or Section 4.10 hereof.
5.2 Compensation, Rollover Amount and Retirement Benefit Plan Deferrals.
The Compensation or Rollover Amounts that are deferred pursuant to a
Participant's Deferred Compensation Election and the Retirement Benefit Plan
Amount shall be credited to a Participant's Deferral Account or Retirement
Benefit Plan Account, as appropriate, (i) in the case of Compensation, as of the
date the Participant would have otherwise received the Compensation, (ii) in the
case of Rollover Amounts, the first business day of the calendar year in which a
Rollover Amount is deferred hereunder pursuant to Section 4.7 hereof, and (iii)
in the case of a Retirement Benefit Plan Amount, on the dates set forth in
Section 4.9 and Section 4.10 hereof. Amounts shall be credited to a
Participant's account under the Old Plan or the Director's Plan in accordance
with the terms and conditions of the Plan. The Company shall be entitled to
deduct from the Participant's Compensation which is not subject to a Deferred
Compensation Election any amount it is required to withhold or collect under any
federal, state or local law for taxes or other charges, including, without
limitation, Social Security (F.I.C.A.) taxes.
5.3 Interest.
As of each Determination Date, an amount equal to interest earned
since the last preceding Determination Date shall be credited to a Participant's
Deferral Account and, if applicable, Retirement Benefit Plan Account. For the
Deferral Account, interest shall be calculated by applying the Plan Interest
Rate compounded annually to the daily balance of the Deferral Accounts since the
last preceding Determination Date pursuant to such computational methods as
shall be adopted by the Retirement Committee, in its sole and absolute
discretion. For the Retirement Benefit Plan Account, interest shall be credited
at the Old Plan Interest Rate, in accordance with the terms and conditions of
the Old Plan. For any account established under the Old Plan or the Director's
Plan pursuant to the terms and conditions of the Plan, interest shall be
credited thereto at the Old Plan Interest Rate or the Director's Plan Interest
Rate in accordance with the computation method set forth in the Old Plan or the
Director's Plan, as the case may be, and in accordance with the terms and
conditions of the Plan.
5.4 Contractual Obligation.
It is intended that the Company is under a contractual obligation to
make payments in accordance with the terms and conditions of the Plan from a
Participant's Deferral Account, Retirement Benefit Plan Account, any account
established under the Old Plan and any account established under the Director's
Plan. A Participant shall have no rights to such payments,
other than as a general, unsecured creditor of the Company. Such account
balances shall not be financed through a trust fund or any other assets or
properties in which a Participant has any interest whatsoever. Payments from
such accounts shall be made out of the general funds of the Company. All such
accounts shall be utilized solely as a device for the measurement and
determination of the amounts to be paid to a Participant pursuant to the Plan.
Such accounts shall not constitute or be treated as a trust fund or an interest
in any specific assets or properties of the Company of any sort. Notwithstanding
the foregoing, payments may be financed by or through the SUPERVALU INC.
Agreement and Plans Trust, approved April 13, 1988, as it may be amended from
time-to-time.
5.5 Charges Against and Balances of Accounts.
Each Participant's Deferral Account, Retirement Benefit Plan Account,
any account established under the Old Plan and any account established under the
Director's Plan, as of each Determination Date, shall consist of the balance of
such account as of the immediately preceding Determination Date plus the amount
to be credited to such account by the Company pursuant to Section 5.3 hereof,
less the amount of all distributions, if any, made from such account since the
immediately preceding Determination Date.
5.6 Statement of Accounts. The
Retirement Committee, in its sole and absolute discretion, shall from
time to time provide to each Participant
a statement in such form as the Retirement Committee deems desirable setting
forth the balance to the credit of such Participant in his Deferral Account,
Retirement Benefit Plan Account and any accounts established under the Old Plan
or the Director's Plan.
Section 6. Payment of Benefits
6.1 Retirement Benefits.
Upon a Participant's Retirement, the Company shall:
6.1.1 Incomplete Benefit Units. Pay to the Participant the
Deferral Account balance with respect to any Incomplete Benefit Unit that is not
a Qualified Benefit Unit in accordance with the terms and conditions of Section
6.9 hereof; provided, however, that this Section 6.1.1 shall not apply to
Benefit Units with respect to Rollover Amounts.
6.1.2 Rollover Benefit Units. Maintain the Deferral Account with
respect to any election with respect to Rollover Amounts until all rollovers
have been made, and then pay a Retirement Benefit equal to the amount of such
Deferral Account determined as of the Determination Date coincident with or next
following the end of such Deferral Period in accordance with Section 6.6.
6.1.3 Oualified Benefit Units. Pay to the Participant, with
respect to any Qualified Benefit Unit, a Retirement Benefit equal to the amount
of his Deferral Account for such Qualified Benefit Unit determined as of the
Determination Date coincident with or next following the date of Retirement.
Each Retirement Benefit shall be payable in accordance with Section 6.6 hereof.
With respect to a Qualified Benefit Unit for which the Stated Deferral has not
been completed in full as of the date of Retirement, the Company shall credit
the Participant's Deferral Account with the balance of the Benefit Unit and
shall charge interest to the Participant's Deferral Account on such credit, for
the period of time such credit has not been recovered by the Company, at a rate
equal to the Company's cost of borrowing funds on a short-term, unsecured basis,
in effect on the date of Retirement, as determined by the Retirement Committee.
The Company shall recover the amount credited to complete a Qualified Benefit
Unit, and interest accrued on the credit (i) from the first installment payable
pursuant to Section 6.6.1, and from each successive installment until the total
amount of the credit and accrued interest has been recovered, or (ii) ratably
over the 20-year benefit payment period under Section 6.6.1, as the Retirement
Committee, in its sole and absolute discretion, shall elect.
6.2 Benefits Upon Disability.
6.2.1 Disability Benefits. Upon a Participant's Termination of
Employment due to Disability, the Company shall pay to the Participant an annual
Disability Benefit equal to twenty-five percent (25%) of the Participant's
Stated Deferral
for each Benefit Unit, but in the case of an Employee in no event shall such
Disability Benefit exceed fifty percent (50%) of the Participant's Compensation
during the Plan Year immediately preceding the Plan Year of Disability.
Disability Benefits shall be payable in quarterly installments commencing on the
first day of the month following the Participant's Termination of Employment for
Disability and continuing on the first day of each calendar quarter thereafter
until the earliest of (i) the Participant's recovery from the Disability or (ii)
the end of the Plan Year in which the Participant receives Retirement Benefits
in lieu of Disability Benefits under Section 6.2.2. If at the date of
Termination of Employment for Disability, the Participant has an Incomplete
Benefit Unit or a Deferral Account with respect to Rollover Amounts, the
remaining deferrals shall be deducted from the Disability Benefit payments, or
shall continue to rollover from the Old Plan or the Director's Plan in
accordance with Section 4.7, as the case may be, until such Benefit Unit is
completed.
6.2.2 Coordination with Retirement Benefits.
(i) Normal Retirement Date. A Participant who reaches the Normal
Retirement Date while disabled and without making the election
under Section 6.2.2(ii), below, shall receive, commencing on
such date, the Retirement Benefit set forth in Section 6.1,
payable in accordance with Section 6.6 (taking into account
elections which may be made thereunder), and such Participant
shall no longer be entitled to receive any Disability Benefits.
(ii) Early Retirement Date. A Participant whose Termination of
Employment for Disability occurs prior to the Early Retirement
Date, but who reaches such date while disabled, may elect
within thirty (30) days before such date to receive the
Retirement Benefit set forth in Section 6.1, payable in
accordance with Section 6.6 (taking into account elections
which may be made thereunder), in lieu of any Disability
Benefit. A Participant whose Termination of Employment for
Disability occurs after the Early Retirement Date (but prior to
the Normal Retirement Date) may elect within thirty (30) days
of Termination of Employment to receive the Retirement Benefit
set forth in Section 6.1, payable in accordance with Section
6.6 (taking into account elections which may be made
thereunder), in lieu of any Disability Benefit, as if the
Participant retired on the Determination Date following the
election.
(iii) Termination of Disability Benefits. A Participant who is an
Employee who makes the election under Section 6.2.2(ii), above,
shall no longer be entitled to receive any additional
Disability Benefits as of the date of such election. A
Participant who is an Employee who reaches the Normal
Retirement Date while disabled and without making the election
under 6.2.2(ii), above, shall no longer be entitled to receive
any Disability Benefits as of such Normal Retirement Date. A
Participant who is a Director shall be entitled to receive
Disability Benefits until such Director, in fact, begins
receiving the Retirement Benefit set forth in Section 6.1.,
payable in accordance with Section 6.6 (taking into account
elections which may be made thereunder).
6.2.3 Survivorship Benefits. If a Participant dies while receiving
Disability Benefits under Section 6.2.1, the Company shall pay to the
Participant's Beneficiary the pre-retirement survivor's benefit provided for in
Section 6.5.1. If a Participant dies while receiving Retirement Benefits
pursuant to Section 6.2.2(i), the Company shall pay the survivor benefits
specified in Section 6.5.2, Section 6.5.3, and, if applicable, Section 6.5.4.
6.3 Benefits For Employees Upon Other Terminations of Employment.
This 6.3 shall only apply to a Participant who is an Employee.
6.3.1 Amount of Benefit. Unless the Retirement Committee, in its
sole and absolute discretion, waives all or any part of the terms and conditions
of this Section 6.3.1, upon a Participant's Termination of Employment for
reasons other than death, Disability, or Retirement, the rights of the
Participant, his spouse, if any, and his Beneficiary to benefits under this Plan
shall cease, except that the Company shall pay to the Participant a benefit
determined as follows:
(i) If the Participant at the date of Termination of Employment has
been employed by the Company for at least ten (10) years, but has
not attained age 55, the benefit under this Section 6.3.1 shall
equal the amount of the Participant's Deferral Account as of the
date of Termination of Employment calculated as if such date were
a Determination Date.
(ii) If the Participant at the date of Termination of Employment has
not been employed by the Company for ten (10) years, the benefit
under this Section 6.3.1 shall equal the amount in the
Participant's Deferral Account calculated as if
such date were a Determination Date; provided, however, that the
Deferral Account balance shall be redetermined on a retroactive
basis from the date of the Participant's first deferral using the
Old Plan Interest Rate.
6.3.2 Form of Payment. The amount in the Participant's Deferral
Account shall be payable either (i) in a single lump-sum payment within thirty
(30) days of the date of Termination of Employment, or (ii) in not more than
twenty (20) equal annual installments commencing within thirty (30) days of the
date of Termination of Employment, as determined by the Retirement Committee in
its sole and absolute discretion. If the Retirement Committee determines not to
pay the amount in the Deferral Account in the form of a lump-sum payment, unpaid
amounts shall be credited with interest compounded annually at a rate equal to
the Old Plan Interest Rate in effect on the date of Termination of Employment.
6.4 Benefits Upon Termination of Employment Following a Change of Control.
6.4.1 Payment of Benefits. If, within 24 months after a Change of
Control, a Termination of Employment with respect to a Participant occurs for
any reason, the rights of the Participant, his spouse, if any, and his
Beneficiary to benefits under the Plan shall cease, except that the Participant
shall receive the full amount in his Deferral
Account on the date of Termination of Employment calculated as if such date were
a Determination Date and without reduction for any reason whatsoever. Such
benefit shall be payable in a lump sum as soon as possible. Following such
payment, the Participant shall have no further right to any benefit pursuant to
this Plan.
6.4.2 Election upon Reduction in Plan Interest Rate. If, within
twenty-four (24) months of a Change of Control, the Plan is amended to reduce
the Plan Interest Rate, on a prospective basis, a participant may elect within
sixty (60) days of the date of the amendment to receive his Deferral Account
balance calculated without regard to the reduced rate and as if the date of the
election were a Determination Date. The amounts so calculated shall be paid in a
lump sum on the first business day of the calendar year following the year of
the election. Following such election, the Participant, his spouse, if any, and
his Beneficiary shall have no further right to any benefit pursuant to this
Plan, other than the lump sum payment provided for in this Section 6.4.2.
6.4.3 Termination of Plan. In the event of a Change of Control, the
Board may within twelve (12) months thereof terminate the Plan and,
notwithstanding any provision of the Plan to the contrary, a Participant shall
then receive the full amount in his Deferral Account, calculated as if the date
of the termination of the Plan were a Determination Date and
without reduction for any reason whatsoever. Such benefit shall be payable in a
lump sum as soon as possible following the decision of the Board to terminate
the Plan.
6.4.4 Parachute Payments. Notwithstanding anything in the Plan to
the contrary, any amount paid under this Section 6.4 which constitutes a
"parachute payment," as defined in Section 28OG of the Internal Revenue Code of
1954, as amended, or any successor provision thereto, shall be increased to be
equal to one hundred thirty percent (130%) of the amount which would otherwise
be paid to a Participant hereunder.
6.5 Survivorship Benefits.
6.5.1 Death Prior to Early Retirement Date. If a Participant dies
after the start of a Plan Year with respect to which a Deferred Compensation
Election has been made, but prior to the Early Retirement Date, the Company
shall pay to the Participant's Beneficiary an annual pre-retirement survivor's
benefit equal to fifty percent (50%) of the Participant's Stated Deferral for
each Benefit Unit, payable in equal annual installments commencing on the first
day of the month coincident with or next following the Participant's death and
continuing on the anniversary date of the first payment thereafter until the
later of (i) the date the Participant would have reached age 65, or (ii) fifteen
(15) years from the date of the first installment. However, if the Retirement
Committee determines after the Participant's death that a
distribution of the Participant's Deferral Account for each Benefit Unit,
assuming the Participant elected to retire the day before he died and elected to
be paid at that time in accordance with the normal form of payment of Retirement
Benefits set forth in Section 6.6.1, would produce a greater benefit than that
described above, the Beneficiary shall receive, in lieu of the benefit described
above, such Deferral Account balance paid under Section 6.6.1. Payment of the
benefit under this Section 6.5.1 shall relieve the Company of the obligation to
pay the Retirement Benefit which the Participant's Beneficiary would have
otherwise received under Section 6.1 of the Plan.
6.5.2 Death After Early Retirement Date.
(i) Amount of Benefit. If a Participant dies after the Early
Retirement Date but while employed by the Company, the Company
shall pay to the Participant's Beneficiary an amount, calculated
as of the day before the Participant's death, equal to seven and
one-half (7-1/2) times the Participant's Stated Deferral for each
Benefit Unit. However, if the Retirement Committee determines, at
the time of the Participant's death, that a distribution of the
benefits, if any, that would have been payable under the Plan had
the Participant elected to retire the day
before he died and elected to be paid at that time in accordance
with the normal form of payment of Retirement Benefits set forth
in Section 6.6.1 would produce a greater benefit than that
described above, the Beneficiary shall receive, in lieu of the
benefit described above, such benefits which would have been
payable under the Plan had the Participant elected to retire the
day before he died.
(ii) Form of Payment. The benefit under this Section 6.5.2 shall be
payable in equal annual installments commencing on the first day
of the month coincident with or next following the Participant's
death, and continuing on the anniversary date of such payment
thereafter for a period of twenty (20) years. Payment of such
benefit shall relieve the Company of the obligation to pay the
Retirement Benefit which the Participant's Beneficiary would have
otherwise received under Section 6.1 of the Plan.
6.5.3 Death After Commencement of Benefits. If a Participant dies
after Retirement Benefit payments have commenced hereunder, but prior to
receiving all of the scheduled annual payments, the Company shall pay the
remaining annual payments to the Participant's Beneficiary.
6.5.4 Survivor Spouse Benefit. If a Termination of employment occurs
for a Participant and such Participant thereafter dies following the Early or
Normal Retirement Date and is survived by a spouse, the Company shall pay to
such surviving spouse an annual benefit equal to fifty percent (50%) of the
annual Retirement Benefit which would have been payable under the Plan had the
Participant elected to be paid in accordance with the normal form of payment of
Retirement Benefits set forth in Section 6.6.1; provided, however, that if as of
the Participant's date of death the spouse is more than thirty-six (36) months
younger than the Participant, the amount of such benefit shall be reduced by
one-half of one percent (0.5%) for each month's difference in their ages in
excess of thirty-six (36). Such benefit shall be paid, at the election of the
Retirement Committee, either in equal annual installments continuing until such
spouses's death or in a lump-sum amount determined by the Retirement Committee
to be the actuarial equivalent thereof. Such benefit shall be paid as of (i) the
first day of the month following the month which is twenty (20) years after the
commencement of the Participant's Retirement Benefits or (ii) the first day of
the month following the month of the Participant's death, whichever occurs
later. Payments under this Section 6.5.4 shall be in addition to other payments
which the spouse or any other Beneficiary is entitled to receive under the Plan.
Payments under this Section 6.5.4 shall only be made in the event that
the Participant was married on the date of his death and such payments shall
only be made to such spouse.
6.6 Form of Payment of Benefits.
6.6.1 Normal Form. The normal form of payment of Retirement Benefits
shall be equal annual installments based upon the Deferral Account balance as of
the Determination Date specified in Section 6.1.2 or Section 6.1.3, whichever
applies, commencing on the first day of the month following such Determination
Date and continuing on the anniversary date of the first payment thereafter for
a period of twenty (20) years. The remaining balance of the Participant's
Deferral Account shall continue to be credited on each Determination Date with
the Plan Interest Rate, compounded annually, during such period. The
Participant's annual payments shall be calculated based on an assumed interest
rate of twelve percent (12%) per annum. If the interest actually credited with
respect to a Plan Year is more than that assumed, the difference shall be paid
to the Participant with the amounts otherwise payable in the next Plan Year or
at such other time as the Retirement Committee, in its sole and absolute
discretion, shall determine. If the interest actually credited is less than that
assumed, the difference shall be deducted either (i) ratably from the amounts
payable in following Plan Years, or (ii) from the first amounts payable in the
next Plan Year, as the Retirement Committee, in its sole and absolute
discretion, shall determine.
6.6.2 Alternative Forms.
(a) In lieu of payment of the Retirement Benefit over a twenty
(20) year period as provided for in Section 6.6.1 above, the
Retirement Committee may, in its sole and absolute discretion,
upon the Participant's request, permit the Participant to
elect to be paid such benefits in a lump sum, over a five (5)
year, ten (10) year or fifteen (15) year period.
(b) With respect to benefits payable pursuant to the provisions of
Sections 6.1.2, 6.1.3, 6.3.2, 6.5.3, 6.5.4, 6.6.2(a), 6.9, and
6.10, and notwithstanding any other provision thereof,
following a Participant's Termination of Employment, a
Participant may, or in the event of his or her death
thereafter, Participant's surviving spouse or beneficiary may,
elect to receive all or a portion of the present value of the
Participant's Deferral Account or Retirement Benefit Plan
Account prior to the date same becomes due and payable,
subject to forfeiture of 10% of the amount to be received.
6.6.3 Deferred Payment. A Participant may also request that the
Retirement Committee, in its sole and absolute discretion, permit a deferral of
the commencement of Retirement Benefit payments until the Plan Year in which the
Participant reaches age 70-1/2, or in the case of an Employee for up to five (5)
Plan Years, whichever occurs first after the Employee's Retirement. If the
Retirement Committee permits such a deferral, the Deferral Account shall be
credited with interest by applying the Plan Interest Rate, compounded annually,
during the period between Termination of Employment and the commencement of
benefit payments hereunder.
6.6.4 Form of Request. A request to the Retirement Committee under
Section 6.6.2 or Section 6.6.3 must be made in writing to the Retirement
Committee, in such form as it may require, no later than the last day of the
calendar year preceding the calendar year in which Retirement occurs.
6.7 Recipients of Payments; Designation of Beneficiary.
All payments to be made by the Company shall be made
to the Participant, if living. Except as otherwise provided herein, in the event
of a Participant's death prior to the receipt of all benefit payments, all
subsequent payments to be made under the Plan shall be to the Beneficiary of the
Participant. Unless otherwise specified in the Participant's Beneficiary
designation, in the event a Beneficiary dies before receiving all payments due
to such Beneficiary pursuant to this Plan, the then remaining payments shall be
paid to the legal representatives of the Beneficiary's estate. The Participant
shall designate a Beneficiary, or during his lifetime change such designation,
by filing a written notice of such designation with the Company in such form and
subject to such rules and regulations as the Retirement Committee may prescribe.
If the Participant's Compensation constitutes community property, then any
Beneficiary designation made by the Participant other than a designation of such
Participant's spouse shall not be effective if any such Beneficiary or
beneficiaries are to receive more than fifty percent (50%) of the aggregate
benefits payable hereunder, unless such spouse shall approve such designation in
writing. If no designation shall be in effect at the time when any benefits
payable under this Plan shall become due, the Beneficiary shall be the legal
representatives of the Participant's estate.
In the event a benefit is payable to a minor or person declared
incompetent or to a person incapable of handling the
disposition of his property, the Retirement Committee may determine to pay such
benefit to the guardian, legal representative or person having the care or
custody of such minor, incompetent or person. The Retirement Committee may
require proof of incompetency, minority or guardianship as it may deem
appropriate prior to distribution of the benefit. Such distribution shall
completely discharge the Retirement Committee and the Company from all liability
with respect to such benefit.
6.8 Financial Emergency.
In the event of a Participant's severe financial hardship, the
Retirement Committee, in its sole and absolute discretion, may alter the timing
or manner of payment of any benefits or deferred amounts to be paid pursuant to
the Plan or release the Participant from the obligation of making all or any
part of remaining Stated Deferrals with respect to an Incomplete Benefit Unit.
Severe financial hardship shall be deemed to have occurred in the event of the
Participant's impending bankruptcy, a dependent's long and serious illness or
other events of similar magnitude. The Retirement Committee's decision in
passing upon the severe financial hardship of the Participant and the manner in
which, if at all, the payment or deferral of any amounts pursuant to the Plan
shall be altered or modified shall be final, conclusive and not subject to
appeal. In the event that the Retirement Committee makes a finding of severe
financial hardship, it may:
(i) If the Participant has an Incomplete Benefit Unit and the
Retirement Committee has determined to release the Participant
from the obligation of making the remaining Stated Deferrals with
respect thereto, then recalculate the amount of such Deferral
Account using the Old Plan Interest Rate or Director's Plan
Interest Rate, as the case may be, and distribute to the
Participant or transfer to the Participant's account in the Old
Plan or the Director's Plan all or any portion of the
Participant's Deferral Account (after taking into account such
recalculation) with respect to such Incomplete Benefit Unit.
(ii) Distribute to the Participant or transfer to the Participant's
account in the Old Plan or the Director's Plan, as the case may
be, all or any part of the balance of the Participant's Deferral
Account with respect to a completed Benefit Unit. Prior to any
distribution or transfer under this Section 6.8(ii) of all, but
not less than all, the Deferral Account balance with respect to
any completed Benefit Unit, such Deferral Account shall be
credited with interest earned at the Plan Interest Rate from the
immediately preceding Determination Date as if
the date of the distribution or transfer were a Determination
Date. The Retirement Committee shall have complete and absolute
discretion in determining the form of any distribution to be made
pursuant to this Section 6.8(ii). The Participant, his spouse, if
any, and his Beneficiary waive all rights under the Plan with
respect to amounts distributed or transferred in accordance with
the terms of this Section 6.8(ii).
The Participant shall have no right to make up any amount distributed or
transferred as a result of a determination of financial emergency by the
Retirement Committee pursuant to this Section 6.8.
6.9 Payment of Incomplete Benefit Units and Retirement Benefit Plan Account. The
Retirement Committee, in its sole and absolute discretion, shall determine the
period of time over which any amount attributable to an Incomplete Benefit Unit
under Section 6.1.1 hereof, and the balance in a Participant's Retirement
Benefit Plan Account, shall be paid. In the event that such amounts are not paid
in a lump sum, any remaining balance thereof shall continue to be credited on
each Determination Date with the Old Plan Interest Rate or Director's Plan
Interest Rate, as may be the case, compounded annually during the period in
which payments are being made therefrom. All such payments to be made by the
Company shall
be made to the Participant, if living. In the event of a Participant's death
prior to the receipt of all such benefit payments, all such subsequent payments
shall be made in accordance with the terms and conditions of any Beneficiary
designation made pursuant to Section 6.7 hereof.
6.10 Pre-Retirement Benefits. In the event that a Participant has made the
election provided for in Section 4.5.2 to receive amounts prior to Retirement,
such pre-retirement benefits shall be paid in accordance with such election,
either in four (4) equal annual installments or in a lump-sum amount, commencing
on the date provided for in such election. For a Participant who is an Employee,
the calculation of the amount of such pre-retirement benefit shall be made in
accordance with the terms and conditions of the Plan, including, without
limitation, Section 6.3 hereof.
Section 7. Forfeiture
In the event that a Participant has deferred amounts under the Plan,
which have not been paid, and such Participant:
(i) Voluntarily terminates employment with the Company (or in the
case of a Director, service on the Board) before the expiration
of twelve (12) months following the date on which such
Participant first elected to defer Compensation hereunder
pursuant to Section 4 hereof;
(ii) engages in felonious, fraudulent or other activity resulting in
harm to the Company;
(iii) divulges any of the Company's confidential information or trade
information or trade secrets to a competitor; or
(iv) within three (3) years following a Termination of Employment,
other than an involuntary termination, engages directly or
indirectly on his own behalf or as a partner, stockholder
(other than as a holder of less than one percent (1%) of the
outstanding stock of any class of any publicly traded company),
director, trustee, principal, agent, employee, consultant or
otherwise of any person, firm or corporation in competition
with or adverse to the interests of the Company within the
entire territory of operations of the Company,
then the Board, in its sole and absolute discretion, may terminate all or any
part of a Participant's right to any benefits whatsoever hereunder including,
but not limited to, the right to receive any amount with respect to any Deferral
Account or Benefit Unit. Any forfeiture pursuant to this Section 7 shall be
determined by a majority vote of the entire Board (not including the
Participant), but only after the Participant in question shall have had an
opportunity to
appear, in person, before the Board to discuss the matter; provided, however,
that a Participant who engages in the activities described in clause (iv) above
shall be entitled to receive at least an amount equal to the Participant's
Deferral Account balance, redetermined on a retroactive basis from the date of
the Participant'S first deferral using the Old Plan Interest Rate, or the
Director's Plan Interest Rate in the case of a Participant who is a Director.
In the event of a Participant's suicide during the first two (2) years
after the filing of any Deferred Compensation Election or any election with
respect to a Rollover Amount, the Retirement Committee, in its sole and absolute
discretion, may terminate all or any part of a Participant's (or Beneficiary's)
right to receive any benefits whatsoever hereunder, including, but not limited
to, the right to receive any amount with respect to any Deferral Account or
Benefit Unit; provided, however, that the Beneficiary of such a Participant
shall be entitled to receive at least an amount equal to that portion of the
Participant's Stated Deferral which has in fact been deferred pursuant to the
Plan, without increase for any Plan Interest Rate, growth addition or any other
amount, payable in such manner as the Retirement Committee, in its sole and
absolute discretion, shall determine.
In the event a Participant (i) makes any material misstatement of
information in connection with any Deferred
Compensation Election, (ii) fails to disclose to the Company or its agents any
material item of his medical history, or (iii) takes any other action (or fails
to take any action), which action (or failure to act) results in a loss to the
Company under the Plan, then the Retirement Committee, in its sole and absolute
discretion, may terminate all or any part of a Participant's (or Beneficiary's)
right to receive any benefits whatsoever hereunder, including, but not limited
to, the right to receive any amount with respect to any Deferral Account or
Benefit Unit.
Section 8. Non-Transferability
In no event shall the Company make any payment under the Plan to any
assignee or creditor of a Participant or a Beneficiary. Prior to the time of
payment hereunder, a Participant or Beneficiary shall have no rights by way of
anticipation or otherwise to assign or otherwise dispose of any interest under
the Plan nor shall such rights be assigned or transferred by operation of law.
Section 9. Administration
9.1 Administration.
This Plan shall be administered by the Retirement Committee. The
Retirement Committee may from time to time establish rules for the
administration of the Plan that are not inconsistent with the provisions of the
Plan.
9.2 Finality of Determination.
Any interpretation or determination by the Retirement Committee as to
any disputed questions arising under the Plan, including questions of fact (such
as when Disability exists) or questions of construction and interpretation,
shall be final, binding and conclusive upon all persons.
9.3 Claims Procedure.
If any Participant, beneficiary or other properly interested party is
in disagreement with any determination that has been made under the Plan, a
claim may be presented, but only in accordance with the procedures set forth
herein.
9.3.1 Original Claim.
Any Participant, beneficiary or other properly interested party may,
if he so desires, file with the Retirement Committee a written claim for
benefits or a determination under the Plan. Within ninety (90) days after the
filing of such a claim, the Retirement Committee shall notify the claimant in
writing whether his claim is upheld or denied in whole or in part or shall
furnish the claimant a written notice describing specific special circumstances
requiring a specified amount of additional time (but not more than one hundred
eighty (180) days from the date the claim was filed) to reach a decision on the
claim. If the claim is denied in whole or in part, the Retirement Committee
shall state in writing:
(i) the reasons for the denial;
(ii) the references to the pertinent provisions of this Plan on
which the denial is based;
(iii) a description of any additional material or information
necessary for the claimant to perfect the claim and an
explanation of why such material or information is necessary;
and
(iv) an explanation of the claims review procedure set forth in this
section.
9.3.2 Claim Review Procedure.
Within sixty (60) days after receipt of notice that his claim has been
denied in whole or in part, the claimant may file with the Retirement Committee
a written request for a review and may, in conjunction therewith, submit written
issues and comments. Within sixty (60) days after the filing of such a request
for review, the Retirement Committee shall notify the claimant in writing
whether, upon review, the claim was upheld or denied in whole or in part or
shall furnish the claimant a written notice describing specific special
circumstances requiring a specified amount of additional time (but not more than
one hundred twenty (120) days from the date the request for review was filed) to
reach a decision on the request for review.
9.3.3 General Rules.
(i) No inquiry or question shall be deemed to be a claim or a
request for a review of a denied claim unless made in
accordance with the foregoing claims procedure. The Retirement
Committee may require that any claim for benefits and any
request for a review of denied claim be filed on forms to be
furnished by the Retirement Committee upon request.
(ii) All decisions on claims and on requests for a review of denied
claims shall be made by the Retirement Committee. In accordance
with Section 9.2 hereof, decisions of the Retirement Committee
shall be final, binding and conclusive upon all persons.
(iii) The Retirement Committee may, in its discretion, hold one or
more hearings on a claim or a request for a review of a denied
claim.
(iv) Claimants may be represented by a lawyer or other
representative (at their own expense), but the Retirement
Committee reserves the right to require the claimant to furnish
written authorization. A claimant's representative shall be
entitled to copies of all notices given to the claimant.
(v) The decision of the Retirement Committee on a claim and on a
request for a review of a denied claim shall be served on the
claimant in writing. If a decision or notice is not received by
a claimant within the time specified, the claim or request for
a review of a denied claim shall be deemed to have been denied.
(vi) Prior to filing a claim or a request for a review of a denied
claim, the claimant or his representative shall have a
reasonable opportunity to review a copy of this Plan and all
other pertinent documents in the possession of the Company and
the Retirement Committee.
9.4 Expenses.
The cost of payment from the Plan and the expense of administering the
Plan shall be borne by the Company.
9.5 Tax Withholding.
The Company shall have the right to deduct from all payments to be
made under the Plan, any federal, state or local taxes or other charges required
by law to be withheld with respect to such payments.
Section 10. Amendment and Termination
The Company expects the Plan to be permanent but since future
conditions affecting the Company cannot be anticipated or foreseen, the Company
must necessarily and does hereby reserve the right to amend, modify or terminate
the Plan at any time and in any manner whatsoever by action of the Board or the
Retirement Committee (with the written concurrence of the Chief Executive
Officer). Any such amendment, modification or termination of the Plan may occur
either (i) without limitation, by resolution of the Board or (ii) in any respect
that does not materially increase the cost of the Plan to the Company, by action
of the Retirement Committee (with the written concurrence of the Chief Executive
Officer); provided, however, that only the Board shall have the power to
terminate the Plan or change the Plan Interest Rate on either a prospective or
retroactive basis as hereinafter described. The power to amend the Plan includes
the power to change the Plan Interest Rate on both a prospective and retroactive
basis but in no event shall the Plan Interest Rate be reduced retroactively to a
level below the Old Plan Interest Rate (or for Directors, the Director's Plan
Interest Rate) for the years in question; provided, however, that
notwithstanding any provision to the contrary herein, upon a Change of Control,
neither the Board, the Retirement Committee nor the Company shall have any power
or authority to change the Plan Interest
Rate on a retroactive basis. If the Plan is terminated, any remaining deferrals
under a Deferred Compensation Election shall not be made and the amount in each
Participant's Deferral Account, after being recalculated to take into account
any lower Plan Interest Rate, shall be payable as determined by the Retirement
Committee in its sole and absolute discretion.
Section 11. Applicable Law
The Plan shall be governed and construed in accordance with the laws
of the State of Minnesota. The invalidity of any portion of the Plan shall not
invalidate the remainder hereof and said remainder shall continue in full force.
The captions and other titles herein are designed for convenience only and are
not to be resorted to for the purpose of interpreting any provision of the Plan.
Section 12. No Vested Rights
The Plan and elections hereto shall not be deemed or construed to be a
written contract of employment between any Employee or Director and the Company,
nor shall any provision of the Plan (i) restrict the right of the Company to
discharge any Employee or (ii) in any way whatsoever grant to any Employee or
Director the right to receive any guaranteed base compensation, Bonus, incentive
bonus awards, commissions, fees or any other payments of any nature whatsoever.
Section 13. Binding Agreement
The provisions of the Plan shall be binding upon the Participant, his
or her heirs, personal representatives and
beneficiaries, and subject to the rights granted to amend or terminate the Plan,
the provisions of the Plan shall also be binding upon the Company, its
successors and assigns.
Pursuant to a resolution, duly adopted by the Board on June 27, 1985,
the Retirement Committee, on behalf of the Company, has caused the Plan to be
adopted, approved and this document to be executed by the Chief Executive
Officer. The Plan shall be effective immediately to the extent necessary to
permit deferrals in accordance with the terms and conditions of the Plan to be
made as of the effective Date.
SUPERVALU INC.
By
--------------------------------
Its Chief Executive Officer
Date:
-----------------------------
Adopted: 06/27/85
Amended: 04/13/88
Amended: 11/23/02
041888
384
APPENDIX A
AMENDMENTS TO NONQUALIFIED DEFERRED COMPENSATION PLANS
RESOLVED, that the nonqualified deferred compensation plans maintained by
SUPERVALU INC. and known as the SUPERVALU Deferred Compensation Plan and the
SUPERVALU INC. Executive Deferred Compensation Plan II("Plans") shall be amended
to provide for the following:
1. A matching contribution ("Restoration Match") shall be made for each fiscal
year ending on the last Saturday in February ("Fiscal Year") to participants in
the Plans who are eligible to participate in the SUPERVALU Pre-Tax Savings and
Profit Sharing Plan for such Fiscal Year.
2. Subject to further amendment, the Restoration Match shall be made for the
Fiscal Year ending February 22, 1997 and subsequent Fiscal Years.
3. The Restoration Match shall be based on a dollar amount ("Deemed Deferral
Amount") equal to the product of (i) a percentage (not to exceed five percent
(5%)) determined by dividing the participant's deferrals into the Plans for such
Fiscal Year into the participant's income for such Fiscal Year: and (ii) the
excess of the participant's income for such Fiscal Year over the compensation
limit established under section 401(a)(17) of the Internal Revenue Code for such
Fiscal Year (e.g., $150,000 for Fiscal Year ending on February 22, 1997).
4. The Restoration Match for a Fiscal Year shall be equal to the participant's
Deemed Deferral Amount multiplied by the aggregate matching rate credited to the
participant elective contributions under the SUPERVALU Pre-Tax Savings and
Profit Sharing Plan for such Fiscal Year.
5. The Restoration Match shall be credited to the participants under one of the
Plans as determined by SUPERVALU INC. as soon as administratively feasible after
the close of the Fiscal Year for which it is made and shall be subject to all
other rules established under such Plans: provided, however, that it shall be
subject to the vesting rules in effect under the SUPERVALU Pre-Tax Savings and
Profit Sharing Plan.
FURTHER RESOLVED, to the extent necessary, these resolutions will constitute an
amendment to the Plans.
FURTHER RESOLVED, that the Retirement Committee of SUPERVALU INC. is authorized
and directed to take whatever actions it deems necessary to implement these
resolutions including, but not limited to, approval of amendments of the plan
statements which incorporate the provisions of the Plans.