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EXHIBIT
10.2
SUPERVALU
INC.
2007 STOCK
PLAN
STOCK OPTION
AGREEMENT
This 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 key employees of
the Company and its Affiliates may be granted Options to purchase
shares of the Company’s common stock. Optionee has been
selected by the Company to receive an Option subject to the
provisions of this agreement. Capitalized terms that are used in
this agreement, that are not defined, shall have the meanings
ascribed to them in the Plan.
In consideration of the foregoing, the
Company and Optionee hereby agree as follows:
| 1. |
Option Grant. The Company hereby grants to 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 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. |
| 2. |
Acceptance of Option and Stock Option Terms and
Conditions. The Option is subject to and governed by the Stock
Option Terms and Conditions (“Terms and Conditions”)
attached, which are incorporated in the terms and provisions of the
Plan. To accept the Option, Optionee must sign and return a copy of
this agreement to the Company or this agreement must be delivered
and accepted through an electronic medium in accordance with
procedures established by the Company within ninety
(90) days after the Grant Date. By so doing, Optionee
acknowledges receipt of the accompanying Terms and Conditions and
the Plan, and represents that Optionee has read and understands the
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 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
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. |
| 3. |
Vesting, Exercise Rights and Expiration. Except as
otherwise provided in the accompanying Terms and Conditions:
(i) twenty percent (20%) of the Option shall vest on the
Grant Date and the remaining portion shall vest in four
(4) equal annual installments commencing on each anniversary
of the Grant Date, (ii) the vested portion of the Option may
be exercised in whole or part, and (iii) the Option will
expire on the expiration date indicated below (the
“Expiration Date”). |
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| Option |
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Grant |
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Number of |
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Type of |
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Exercise |
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Expiration |
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Date |
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Shares |
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Option |
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Price |
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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
STOCK OPTION TERMS AND
CONDITIONS
(OFFICERS AS ELECTED BY
THE BOARD OF DIRECTORS)
These Stock Option Terms and Conditions
(“Terms and Conditions”) apply to the Option granted to
you under the 2007 Stock Plan (the “Plan”), pursuant to
the 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 Stock Option Agreement.
1. Vesting and Exercisability.
The Option shall vest in cumulative installments as
follows:
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a) |
As of the Grant Date, twenty percent (20%) of the Option
shall immediately vest and twenty percent (20%) of the Shares
subject to the Option shall then be available for purchase,
provided you have: (i) signed and returned the accompanying
Stock Option Agreement or (ii) the accompanying Stock Option
Agreement has been delivered and accepted through an electronic
medium in accordance with procedures established by SUPERVALU INC.
(the “Company”) within the time period
specified. |
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b) |
On each anniversary of the Grant Date, an additional twenty
percent (20%) of the Option shall vest and an additional
twenty percent (20%) of the Shares subject to the Option shall
then be available for purchase. |
The vested portion of the Option may be
exercised at any time, or from time to time, to purchase Shares. If
in any year the full amount of Shares that may be purchased
pursuant to the vested portion of the Option is not purchased, the
remaining amount of such Shares shall be available for purchase
during the remainder of the term of the Option. The term of the
Option shall be for a period of seven (7) years from the Grant
Date, terminating 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 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
Option. You may exercise the Option as follows:
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a) |
By delivering a “Notice of Exercise of 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 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
Option; or |
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b) |
By entering an order to exercise the Option using
E*TRADE’s website. |
3. Method of Payment. The full
purchase price for the Shares to be purchased upon exercise of the
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. |
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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.
4. Delivery of Shares. You
shall not have any of the rights of a stockholder with respect to
any Shares subject to the Option until such Shares are purchased by
you upon exercise of the 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 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 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 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
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 Option. |
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. In the
event of the occurrence of a Change of Control of the Company, the
unvested portion of the Option shall immediately vest and the
Option shall become immediately exercisable in full. 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;
or |
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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
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 Option shall not be
transferable other than by will or the laws of descent and
distribution. More particularly, the 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 Option
contrary to these provisions, or the levy of an execution,
attachment or similar process upon the Option, shall be
void.
You may designate a beneficiary or
beneficiaries to exercise your rights with respect to the 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 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
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 number of Shares you were
entitled to purchase under that portion of the Option which was
vested as of the date of termination of your employment. 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, 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 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 Stock Option Agreement, in the event that your
employm |
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