EXHIBIT (10)c.
SUPERVALU INC.
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DEFERRED COMPENSATION PLAN FOR NON-EMPLOYEE DIRECTORS
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EFFECTIVE 6/27/96
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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.
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 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)
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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: 8/20/97
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