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EXHIBIT
10.3
SUPERVALU
INC.
2007 STOCK
PLAN
RESTORATION STOCK OPTION
AGREEMENT
This Restoration Stock Option Agreement
is made and entered into as of the grant date indicated below (the
“Grant Date”), by and between SUPERVALU INC. (the
“Company”) and the individual whose name appears below
(“Optionee”).
The Company has established the 2007
Stock Plan (the “Plan”), under which certain key
employees of the Company and its Affiliates may be granted stock
options (each a “Restoration Option”) to purchase
shares of the Company’s common stock, par value $1.00 per
share (each a “Share”), in consideration for tendering
Shares in payment for the exercise price and withholding tax, if
applicable, due on the exercise of certain stock options previously
granted by the Company to the Optionee. Optionee has tendered
Shares in payment of the exercise price and withholding tax, if
applicable, of such a stock option and has been granted a
Restoration Option to purchase additional shares of common stock of
the Company as follows:
In consideration of the foregoing, the
Company and Optionee hereby agree as follows:
1. Grant. The Company hereby
grants Optionee, subject to Optionee’s acceptance hereof, the
right and option to purchase the number of Shares indicated below
at the exercise price per Share indicated below (the
“Exercise Price”), effective as of the Grant Date. The
Restoration Option has been designated as a non-qualified stock
option (“NQ”) for tax purposes, the consequences of
which are set forth in the prospectus that describes the Plan.
Except as otherwise provided in the accompanying Restoration Stock
Option Terms and Conditions attached hereto (the “Terms and
Conditions”), (i) the Restoration Option is immediately
exercisable, with respect to all of the Shares subject thereto, as
of the Grant Date and (ii) the Restoration Option will expire
on the expiration date indicated below (the “Expiration
Date”).
2. Acceptance of Restoration Option
and Terms and Conditions. The Restoration Option is subject to
and governed by the Terms and Conditions attached hereto, which are
incorporated herein and made a part hereof, and the terms and
provisions of the Plan. To accept the Restoration Option, Optionee
must sign and return a copy of this Restoration Stock Option
Agreement to the Company or this Restoration Stock Option Agreement
must be delivered and accepted through an electronic medium in
accordance with procedures established by the Company. By doing so,
Optionee acknowledges receipt of the accompanying Terms and
Conditions and the Plan, and represents that Optionee has read and
understands same and agrees to be bound by the accompanying Terms
and Conditions and the terms and provisions of the Plan. In the
event that any provision of this Restoration Stock Option Agreement
or the accompanying Terms and Conditions is inconsistent with the
terms and provisions of the Plan, the terms and provisions of the
Plan shall govern. Any question of administration or interpretation
arising under this Restoration Stock Option Agreement or the
accompanying Terms and Conditions shall be determined by the
Committee administering the Plan, and such determination shall be
final, conclusive and binding upon all parties in
interest.
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Grant
No.
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Grant
Date
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Number of
Shares
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Type of
Option
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Exercise
Price
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Expiration
Date
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| SUPERVALU INC. |
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OPTIONEE: |
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| By: |
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Burt M.
Fealing |
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Name |
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Vice
President, Corporate Secretary |
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Address |
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and Chief
Securities Counsel |
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City,
State, Zip |
SUPERVALU
INC.
2007 STOCK
PLAN
RESTORATION STOCK OPTION
TERMS AND CONDITIONS
(OFFICERS AS ELECTED BY
THE BOARD OF DIRECTORS)
These Restoration Stock Option Terms and
Conditions (“Terms and Conditions”) apply to the
Restoration Option granted under the 2007 Stock Plan (the
“Plan), pursuant to the Restoration Stock Option Agreement to
which this document is attached. Capitalized terms that are used in
this document, but are not defined, shall have the meanings
ascribed to them in the Plan or the accompanying Restoration Stock
Option Agreement.
1. Vesting and Exercisability.
The Restoration Option shall vest as follows:
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a) |
As of the Grant Date, one hundred percent (100%) of the
Restoration Option shall immediately vest, provided you have signed
and returned the accompanying Restoration Stock Option Agreement or
the accompanying Restoration Stock Option Agreement has been
delivered and accepted through an electronic medium in accordance
with procedures established by SUPERVALU INC. (the “Company)
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b) |
The Restoration Option may be exercised at any time, or from
time to time, as to any or all full Shares. |
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c) |
The term of the Restoration Option shall expire at the close of
business on the Expiration Date or such shorter period as is
provided for herein. |
2. Manner of Exercise. Except as
provided in Section 8 below, you cannot exercise the
Restoration Option unless at the time of exercise you are an
employee of the Company or an Affiliate. Prior to your death, only
you may exercise the Restoration Option. You may exercise the
Restoration Option as follows:
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a) |
By delivering a “Notice of Exercise of Restoration Stock
Option” to the Company at its principal office, attention:
Corporate Secretary, stating the number of Shares being purchased
and accompanied by payment of the full purchase price for such
Shares (determined by multiplying the Exercise Price by the number
of Shares to be purchased). Note: In the event the Restoration
Option is exercised by any person other than you pursuant to any of
the provisions of Section 8 below, the Notice must be
accompanied by appropriate proof of such person’s right to
exercise the Restoration Option; or |
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b) |
By entering an order to exercise the Restoration Option using
E*TRADE’s website. |
3. Method of Payment. The full
purchase price for the Shares to be purchased upon exercise of the
Restoration Option must be paid as follows:
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a) |
By delivering directly to the Company, cash or its equivalent
payable to the Company; |
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b) |
By delivering indirectly to the Company, cash or its equivalent
payable to the Company through E*TRADE’s website;
or |
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c) |
By delivering directly to the Company Shares having a Fair
Market Value as of the exercise date equal to the purchase price
(commonly known as a “Stock Swap”); or |
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d) |
By delivering directly to the Company the full purchase price
in a combination of cash and Shares. |
You shall represent and warrant in
writing that you are the owner of the Shares so delivered, free and
clear of all liens, encumbrances, security interests and
restrictions. To the extent that you possess Shares in certificated
form, you shall duly endorse in blank all certificates delivered to
the Company.
4. Delivery of Shares. You
shall not have any of the rights of a stockholder with respect to
any Shares subject to the Restoration Option until such Shares are
purchased by you upon exercise of the Restoration Option. Such
Shares shall then be issued and delivered to you by the Company as
follows:
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a) |
In the form of a stock certificate registered in your name or
your name and the name of another adult person (21 years of age or
older) as joint tenants, and mailed to your address; or |
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b) |
In “book entry” form, that is, registered with the
Company’s stock transfer agent, in your name or your name and
the name of another adult person (21 years of age or older) as
joint tenants, and sent by electronic delivery to your brokerage
account. |
The Company will not deliver any
fractional Share but will pay, in lieu thereof, the Fair Market
Value of such fractional Share.
5. Withholding Taxes. You are
responsible for the payment of any federal, state, local or other
taxes that are required to be withheld by the Company upon exercise
of the Restoration Option and you must promptly remit such taxes to
the Company. You may elect to remit these taxes by:
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a) |
Delivering directly to the Company, cash or its equivalent
payable to the Company; |
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b) |
Delivering indirectly to the Company, cash or its equivalent
payable to the Company through E*TRADE’s website; |
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c) |
Having the Company withhold a portion of the Shares to be
issued upon exercise of the Restoration Option having a Fair Market
Value as of the exercise date equal to the amount of federal and
state income tax required to be withheld upon such exercise
(commonly referred to as a “Tax Swap” or “Stock
for Tax”); or |
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d) |
Delivering directly to the Company, Shares, other than the
Shares issuable upon exercise of the Restoration Option, having a
Fair Market Value as of the exercise date equal to such taxes.
Note: In addition to delivering Shares to satisfy required tax
withholding obligations, you may also elect to deliver additional
Shares to the Company, other than the Shares issuable upon exercise
of the Restoration Option, having a Fair Market Value equal to the
amount of any additional federal or state income taxes imposed on
you in connection with the exercise of the Restoration Option
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You shall represent and warrant in
writing that you are the owner of the Shares so delivered, free and
clear of all liens, encumbrances, security interests and
restrictions. To the extent that you possess Shares in certificated
form, you shall duly endorse in blank all certificates delivered to
the Company.
6. Change of Control. The term
“Change of Control”, means any of the following
events:
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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”))
of beneficial ownership (within the meaning of Rule 13d-3
promulgated under the Exchange Act) of twenty percent (20%) or
more of either (A) the then outstanding shares of common stock
of the Company or (B) the combined voting power of the then
outstanding voting securities of the Company entitled to vote
generally in the election of directors; provided, however, that for
purposes of this subsection (a), the following share acquisitions
shall not constitute a Change of Control: (A) any acquisition
directly from the Company or (B) any acquisition by any
employee benefit plan (or related trust) sponsored or maintained by
the Company or any corporation controlled by the Company;
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b) |
The consummation of any merger or other business combination of
the Company, the sale or lease of all or substantially all the
Company’s assets or any combination of the foregoing
transactions (each a “Transaction”) other than a
Transaction immediately following which the stockholders of the
Company and any trustee or fiduciary of any Company employee
benefit plan immediately prior to the Transaction own at least
sixty percent (60%) of the voting power, directly or
indirectly, of (A) the surviving corporation in any such
merger or other business combination, (B) the purchaser or
lessee of the Company’s assets, or (C) both the
surviving corporation and the purchaser or lessee in the event of
any combination of Transactions; or |
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c) |
Within any
24-month period, the persons who were directors immediately before
the beginning of such period (the “Incumbent
Directors”) shall cease (for any reason other than death) to
constitute at least a majority of the Board of
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Directors of the Company
or the board of directors of a successor to the Company. For this
purpose, any director who was not a director at the beginning of
such period shall be deemed to be an Incumbent Director if such
director was elected to the Board of Directors of the Company by,
or on the recommendation of or with the approval of, at least
three-fourths of the directors who then qualified as Incumbent
Directors (so long as such director was not nominated by a person
who has expressed an intent to effect a Change of Control or engage
in a proxy or other control contest); or.
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d) |
Such other event or transaction as the Board of Directors of
the Company shall determine constitutes a Change of
Control. |
7. Transferability. Unless
otherwise determined by the Committee, the Restoration Option shall
not be transferable other than by will or the laws of descent and
distribution. More particularly, the Restoration Option may not be
assigned, transferred, pledged or hypothecated in any way (whether
by operation of law or otherwise) and shall not be subject to
execution, attachment or similar process. Any attempted assignment,
transfer, pledge, hypothecation or other disposition of the
Restoration Option contrary to these provisions, or the levy of an
execution, attachment or similar process upon the Restoration
Option, shall be void.
You may designate a beneficiary or
beneficiaries to exercise your rights with respect to the
Restoration Option upon your death. In the absence of any such
designation, benefits remaining unpaid at your death shall be paid
to your estate.
8. Effect of Termination of
Employment. Following the termination of your employment with
the Company or an Affiliate for any of the reasons set forth below,
your right to exercise the Restoration Option, as well as that of
your beneficiary or beneficiaries, shall be as follows:
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a) |
Voluntary or Involuntary . If your employment is
terminated voluntarily or involuntarily for any reason other than
retirement, death or permanent disability, you may exercise the
Restoration Option prior to its Expiration Date, at any time within
a period of up to two (2) years after such termination
of employment, to the full extent of the Shares covered by the
Restoration Option that were not previously purchased. However, the
Committee may, in its sole and absolute discretion, except in the
case of the termination of your employment following the occurrence
of a Change of Control as defined in Section 6 above, during a
period of seventy-five (75) days after such termination of
employment and following ten (10) days’ written notice
to you, reduce the period of time during which the Restoration
Option may be exercised to any period of time designated by the
Committee, provided such period is not less than ninety
(90) days following termination of your
employment. |
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b) |
Retirement. You shall be deemed to have retired, solely
for purposes of the accompanying Restoration Stock Option
Agreement, in the event that your employment terminates for any
reason other than death or di |
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